/raid1/www/Hosts/bankrupt/TCR_Public/170606.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, June 6, 2017, Vol. 21, No. 156
Headlines
21ST CENTURY ONCOLOGY: Gets Interim Access to $25M Financing
ABILITY INC: Ziv Haft Expresses Going Concern Doubt
ACEMLA DE PUERTO RICO: Taps Aquino De Cordova as Accountant
AEROPOSTALE INC: Seeks Name Change to ARO Liquidation After Sales
AGENT PROVOCATEUR: Committee Taps Fox Rothschild as Legal Counsel
ALEJANDRA MELENDEZ: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee
ALLIED ELECTRICAL: Okayed to Use Cash Collateral Until July 7
ALPHATEC HOLDINGS: Niraj Gupta Owns 7.5% Equity Stake as of May 12
AMERICAN RENAL: S&P Rates Proposed $540MM Credit Facility 'B+'
ANDERSON UNIVERSITY: Fitch Withdraws BB Rating on 2017 Dev. Bonds
APOLLO ENDOSURGERY: Board OKs 2017 Bonus Plan for Executives
ARCONIC INC: Releases Annual Meeting Preliminary Results
AUBURN ARMATURE: U.S. Trustee Forms 5-Member Committee
AVENICA INC: Esther DuVal Named Chapter 11 Trustee
AZURE MIDSTREAM: Plan of Liquidation Declared Effective
BASS PRO : Bank Debt Trades at 3% Off
BELK INC: Bank Debt Trades at 14% Off
BERGEN PLAZA: Hearing on Disclosures Approval Set for July 18
BERTELLI REALTY: To Issue New Equity Interests to Sole Officer
BRAND ENERGY: Moody's Affirms B3 CFR, Outlook Stable
BRAND ENERGY: S&P Assigns 'B' Rating on New $3.325-BB Loans
CAESARS ENTERTAINMENT: Gets Approvals from Illinois Gaming Board
CARESTREAM HEALTH: Moody's Cuts Corporate Family Rating to B3
CITADEL EXPLORATION: Accumulated Deficit Casts Going Concern Doubt
CLEVELAND BIOLABS: Chief Financial Officer Moving to Another Firm
CLUB VILLAGE: Taps Brooks Ricca as Counsel in Suit v. CW Capital
CODA OCTOPUS: Hoque Consulting Principal Fills Board Vacancy
COMSTOCK MINING: Fails to Comply with NYSE's Bid Price Rule
COMSTOCK MINING: Stockholders Elect Four Directors
CUMULUS MEDIA: Amends By-Laws to Revise Special Meeting Procedures
CVR PARTNERS: S&P Affirms 'B+' CCR, Outlook Stable
CVR REFINING: S&P Affirms 'BB-' CCR; Outlook Stable
DAKOTA PLAINS: U.S. Trustee Objects to Disclosure Statement
DEXTERA SURGICAL: Fails to Comply with NASDAQ Min. Bid Price Rule
DYNAMIC CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
ECLIPSE RESOURCES: May Issue 9 Million Shares Under 2014 LTIP
ECOARK HOLDINGS: Incurs $8.29 Million Net Loss in First Quarter
ENERGY FUTURE: Court Approves Claims Deal with Citigroup
EXPRESS FASHION: Claims Bar Date Set for July 28
FAMILY CHILD CARE: Wants Plan Exclusivity Moved to July 17
FAUSER OIL CO: Committee Taps Pepper Hamilton as Legal Counsel
FIRSTRAIN INC: Case Summary & 18 Largest Unsecured Creditors
FIRSTRAIN INC: Files for Chapter 11 With ESW-Sponsored Plan
FPUSA LLC: Wants Exclusive Plan Filing Deadline Moved to Oct. 21
FUNCTION(X) INC: Expects to Default on $3.28M Rant Note
FUNCTION(X) INC: Receives Nasdaq Notice; Hearing Requested
GALLANT CAPITAL: Esther DuVal Named Chapter 11 Trustee
GELTECH SOLUTIONS: Major Shareholder Buys 423K Shares Plus Warrants
GENTLEPRO HOME: Taps Curtis Group's Thomas Curtis as Accountant
GIDEON AUTO SALES: Taps David C. Rubin as Legal Counsel
GYMBOREE CORP: S&P Lowers CCR to 'D' on Missed Interest Payment
HAMILTON ENGINEERING: Case Summary & 20 Top Unsecured Creditors
HOST HOTELS: S&P Affirms 'BB+' Corporate Credit Rating
HOVNANIAN ENTERPRISES: Incurs $6.7 Million Net Loss in 2nd Quarter
INTREPID POTASH: May Issue 4.6 Common Shares Under Amended EIP
INTREPID POTASH: Stockholders Elect Two Class III Directors
ITUS CORP: Has $8.1 Million in Cash on Hand as of May 31
J. CREW: Bank Debt Trades at 33% Off
JACK COOPER: Reaches Agreement on Fourth Extension of Offers
JACK ROSS: Int'l Cartridge to Get $400 Per Month for 56 Months
JVJ PHARMACY: EZ RX to Deposit $2.1MM in Escrow Account
KATHY DRIVE: Notinger Law Must Cut Claim to Allow Distribution
KEMET CORP: Swings to $48 Million Net Income in Fiscal 2017
KENTISH TRANSPORTATION: Exclusive Plan Filing Extended to July 10
MAYACAMAS HOLDINGS: Taps Rimon P.C. as Legal Counsel
MONUMENT SECURITY: Wants to Use Cash Collateral of IRS, Citibank
MOUNTAIN CREEK: Committee Taps Trenk DiPasquale as Legal Counsel
MOUNTAIN CREEK: Taps Lowenstein Sandler as Legal Counsel
NEIMAN MARCUS : Bank Debt Trades at 21% Off
NELLSON NUTRACEUTICAL: Moody's Affirms B2 CFR; Outlook Stable
NORTHERN MARIANA CPA: Fitch Affirms B+ on 1998A Airport Bonds
NORTHERN MARIANA CPA: Fitch Affirms BB- on $26.5MM Seaport Bonds
NOVABAY PHARMACEUTICALS: May Issue 2.3-M Shares Under 2017 OIP
NOVAN INC: Insufficient Cash Raises Going Concern Doubt
NOVATION COMPANIES: Deutsche Bank & BoNY Object to Plan
NUVERRA ENVIRONMENTAL: Committee Objects to Financing Motion
NUZEE INC: Recurring Losses Raises Going Concern Doubt
OCEAN RIG: Hearings Before Cayman Court to Begin July 11
OPTIMA SPECIALTY: Unsecured Note Claimholders to Get 100%, Interest
OTS CAPITAL: Wants Exclusive Plan Filing Deadline Moved to Sept. 11
PASSAGE VILLAGE: Has Access to Cash Collateral in June
PENGROWTH ENERGY: Completes Prepayment of Remaining $100M Notes
PERFUMANIA HOLDINGS: Expanding Review of Strategic Alternatives
PERSONAL SUPPORT: Taps Gitomer & Berenholz as Accountant
PETCO ANIMAL : Bank Debt Trades at 7% Off
PETSMART INC: Bank Debt Trades at 3% Off
PUERTO RICO: Sales Tax Creditors Want to Depose Gov't Officials
PURADYN FILTER: Board Member Quits, Cites Other Commitments
QUALITY CONSERVATION: Committee Taps Saul Ewing as Legal Counsel
R N EQUIPMENT: Schwartz Levitsky Soliciting Offers for Assets
RA HOLDING: Has $9.69M Total Income for 9 Months Ended March 31
RACEWAY MARKET: Hearing on Disclosures Approval Set for June 26
REAM PROPERTIES: Hearing on Disclosures Approval Set for July 20
REDDY ICE: July 24 Hearing on QSF Distribution Process
RMS TITANIC: Taps Expert Witness in Suit vs. French Government
ROCKIES REGION: Lack of Liquidity Raises Going Concern Doubt
ROOSTER ENERGY: Case Summary & Unsecured Creditor
ROOSTER ENERGY: Misses May 30 Financials Due to Cash Issues
ROOSTER ENERGY: No Deal Reached With Noteholders, Files for Ch. 11
ROSETTA GENOMICS: Morgan Stanley Holds 5.1% Stake as of May 23
RUBICON TECHNOLOGY: Recurring Losses Raise Going Concern Doubt
SANITAS PARTNERS: Adam Hoover Named Chapter 11 Trustee
SEANERGY MARITIME: Took Delivery of Capesize Vessel M/V Partnership
SERVICE WELDING: Plan Exclusivity Extended Until September 18
SOLID LANDINGS: Alpine's $9.05M Offer to Open July 7 Auction
SPENDSMART NETWORKS: Incurs $585K Net Loss in First Quarter
SPORTS FIELD HOLDINGS: Recurring Losses Raises Going Concern Doubt
SQUARETWO FINANCIAL: Proposes Thomas Kim as Plan Administrator
STEMCELL HOLDINGS: MaloneBailey Raises Going Concern Doubt
STEMTECH INTERNATIONAL: Wants Plan Filing Deadline Moved to Aug. 16
STEVENSON INVESTMENT: Wants to Use Cash Collateral Through Sept. 31
STG GROUP: Covenant Problems Raise Going Concern Doubt
SUCCESS INC: Can Use AS Peleus' Cash Collateral Until June 30
SULLIVAN VINEYARDS: Amends Plan to Add Deal with Winery Rehab
SUNEDISON INC: Plan Modifications & Exhibits Filed
TEMPEST GROUP: Exclusive Plan Filing Deadline Moved to July 30
TIAT CORPORATION: Court Approves Third Amended Disclosure Statement
TIDEWATER INC: Paul Weiss, Blank Rome Represent Noteholders Group
TOISA LIMITED: Has Until August 28 to File Plan of Reorganization
TONAWANDA AUTO: Cash Collateral Access Expires June 14
TRANSWORLD SYSTEMS: S&P Affirms 'CCC' CCR, Off CreditWatch Pos.
TRI-CITY COMMUNITY: Disclosures OK'd; Plan Hearing on July 10
TSAWD HOLDINGS: Wants Exclusive Plan Filing Extended to Sept. 5
USARCO LIMITED: E&Y to Liquidate Excess Assets
USIC HOLDINGS: $40MM Loan Add-on Credit Negative, Moody's Says
USIC HOLDINGS: S&P Affirms 'B' Rating on Sr. Sec. 1st-Lien Debt
VANGUARD NATURAL: Jackson Walker Represent 2nd Lien Holders
VANGUARD NATURAL: Milbank, Porter Hedges Represent Sr. Noteholders
VANGUARD NATURAL: Plan to Impact Equity Holders, Says Group
VISION CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
W&T OFFSHORE: Ordered to Pay $43.2 Million to Apache
W&W LLC: Names Harry Long as Attorney
WALTER INVESTMENT : Bank Debt Trades at 9% Off
WAVE SYSTEMS: Aurea CEO Looks Forward to an 'Incredible Future'
WESTAK INC: Wants to Use Western Alliance's Cash Collateral
WESTERN REFINING: Moody's Withdraws B1 Corporate Family Rating
WESTERN REFINING: S&P Raises CCR to 'B+' on Acquisition by Tesoro
WHEEL AND TIRE: Wants Plan Exclusivity Extended to Sept. 7
WILTON HOLDINGS: S&P Raises CCR to 'CCC+' Then Withdraws Rating
WORLD OF DISCOVERY: Has Access to Cash Collateral Until Sept. 1
YIELD10 BIOSCIENCE: Working Capital Raises Going Concern Doubt
YONKERS RACING: Moody's Hikes CFR to B1, Outlook Stable
[^] Large Companies with Insolvent Balance Sheet
*********
21ST CENTURY ONCOLOGY: Gets Interim Access to $25M Financing
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an interim order approving 21st Century Oncology's post-petition
financing motion and scheduled a June 19, 2017 hearing to consider
final approval. As previously reported, "The postpetition senior
secured superpriority D.I.P. financing in the form of credit
facility (the 'D.I.P. Facility') is in an aggregate principal
amount of up to $75,000,000 of DIP Loans (of which up to
$25,000,000 shall be available to the Debtors upon entry of the
Interim Order until entry of the Final Order), pursuant to the
terms and conditions of the Orders and that certain Senior Secured
Superpriority Debtor-in-Possession Credit Agreement."
About 21st Century Oncology
21st Century Oncology Holdings, Inc. is a global provider of
integrated cancer care services. As of March 31, 2017, the company
operated 179 treatment centers, including 143 centers located in 17
U.S. states and 36 centers located in seven countries in Latin
America.
21st Century and 59 U.S. affiliates filed Chapter 11 petitions
under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770)
on May 25, 2017. The cases are pending before the Hon. Judge
Robert D. Drain.
At the time of the filing, the Debtors estimated their assets and
debts at $1 billion to $10 billion.
Millstein & Co. is acting as the Debtors' financial advisor and
Alvarez & Marsal Healthcare Industry Group is providing interim
senior management. Kirkland & Ellis is acting as the Company's
legal counsel in connection with the debt restructuring. Kurtzman
Carson Consultants LLC is the claims and noticing agent.
ABILITY INC: Ziv Haft Expresses Going Concern Doubt
---------------------------------------------------
Ability Inc. filed its annual report on Form 20-F, reporting a net
loss of US$8.05 million on US$16.51 million of revenues for the
fiscal year ended December 31, 2016, compared with a net income of
US$14.75 million on US$52.15 million of revenues for the year ended
December 31, 2015.
The audit report of Ziv Haft in Tel Aviv, Israel, states that the
following notes to the financial statements discussed below raises
substantial doubt about the Group's ability to continue as a going
concern.
The Company's balance sheet at December 31, 2016, showed US$31.83
million in total assets, US$22.13 million in total liabilities, and
stockholders' equity of US$9.70 million.
A complete text of the Form 20-F is available for free at:
https://is.gd/5ShShX
Based in Tel Aviv, Israel, Ability Inc. is a holding company
operating through its wholly-owned subsidiaries, Ability and ASM,
which provide advanced interception, geolocation and cyber
intelligence products and solutions that serve the needs and
increasing challenges of security and intelligence agencies,
military forces, law enforcement agencies and homeland security
agencies worldwide.
ACEMLA DE PUERTO RICO: Taps Aquino De Cordova as Accountant
-----------------------------------------------------------
ACEMLA de Puerto Rico, Inc. and Latin American Music Company, Inc.
seek approval from the U.S. Bankruptcy Court for the District of
Puerto Rico to hire an accountant.
The Debtors propose to hire Aquino, De Cordova, Alfaro & Co., LLP
and pay the firm a fixed monthly fee of $120 for the preparation of
their financial statements, balance sheet, employer payroll return
and corporate tax returns for the year ending December 31, 2017.
Aquino will also prepare the Debtors' projected financial
statements and other reports required by the court, and will assist
their legal counsel in the formulation of a plan of reorganization.
The proposed compensation for these services includes a monthly
fee of up to $250.
Jorge Aquino Barreto, a certified public accountant employed with
Aquino, disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jorge Aquino Barreto
Aquino, De Cordova, Alfaro & Co., LLP
Cecilia's Place Suite C-1
#7 Rosa Street
Isla Verde, PR
Phone: (787) 253-9595
About ACEMLA de Puerto Rico Inc.
ACEMLA de Puerto Rico Inc. is one of the four "Performance Rights
Organization" (PRO), in the United States and No. 76 in the CISAC
world roster. It controls and licenses LAMCO's non-exclusive
performance rights and those of its affiliate music publisher's
editors and composers. This institution was created to defend the
Latin composer's rights in the United States and the world, and it
is as such that in 1985, by an appeal presented before the highest
federal court in this country, against a decision of the Copyright
Royalty Tribunal against ASCAP, BMI and SESAC, is successful, and
since then ACEMLA operates as the fourth society, or a performance
Rights Society (PRO), in the United States.
ACEMLA de Puerto Rico Inc. and Latin American Music Co Inc. filed
Chapter 11 petitions (Bankr. D.P.R. Case Nos. 17-02021 and
17-02023) on March 24, 2017. The Hon. Enrique S. Lamoutte Inclan
presides over the cases. Gratacos Law Firm, PSC, serves as
bankruptcy counsel.
In its petition, ACEMLA estimated assets of less than $500,000 and
liabilities of $1 million to $10 million. Latin American estimated
assets and liabilities of less than $1 million.
A list of ACEMLA's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb17-02021.pdf
AEROPOSTALE INC: Seeks Name Change to ARO Liquidation After Sales
-----------------------------------------------------------------
BankruptcyData.com reported that Aeropostale Inc. filed with the
U.S. Bankruptcy Court a motion to change its corporate names and
for related relief. The motion explains, "On September 13, 2016,
the Court entered two orders approving the transactions
contemplated by the Asset Purchase Agreement by and among the
Debtors and Aero Opco (the 'Buyer') and the Agency Agreement by and
among the Debtors and Aero Opco, Hilco Merchant Resources, and
Gordon Brothers Retail Partners, (collectively, the 'Agent'), each
dated September 12, 2016. Pursuant to these transactions
(together, the 'Sale Transaction'), which closed on September 15,
2016, the Debtors sold their trade names and intellectual property
rights to the Buyer. Consistent with such sale, and at the request
of the Buyer, the Debtors seek an order authorizing and directing
the Debtors to change their respective corporate names as follows:
Aeropostale to ARO Liquidation." The Court scheduled a July 12,
2017 hearing on the motion.
About Aeropostale, Inc.
Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of
casual apparel and accessories, principally serving young women and
men through its Aeropostale(R) and Aeropostale Factory(TM) stores
and website and 4 to 12 year-olds through its P.S. From Aeropostale
stores and website. The Company provides customers with a focused
selection of high quality fashion and fashion basic merchandise at
compelling values in an exciting and customer friendly store
environment. Aeropostale maintains control over its proprietary
brands by designing, sourcing, marketing and selling all of its own
merchandise. As of May 1, 2016, the Company operated 739
Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale
stores in Canada and 25 P.S. from Aeropostale(R) stores in 12
states. In addition, pursuant to various licensing agreements, the
Company's licensees currently operate 322 Aeropostale(R) and P.S.
from Aeropostale(R) locations in the Middle East, Asia, Europe, and
Latin America. Since November 2012, Aeropostale, Inc., has
operated GoJane.com, an online women's fashion footwear and apparel
retailer.
Aeropostale, Inc., and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016. The petitions were signed
by Marc G. Schubac, senior vice president, general counsel and
secretary.
The Debtors disclosed assets of $354.38 million and total debt
of $390.02 million as of Jan. 30, 2016.
The Debtors hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc., as restructuring advisor; Stifel, Nicolaus &
Company, Inc., and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors; Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.
Judge Sean H. Lane is assigned to the cases.
The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee of
unsecured creditors. The Committee retained Pachulski Stang Ziehl
& Jones LLP as counsel.
AGENT PROVOCATEUR: Committee Taps Fox Rothschild as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Agent Provocateur,
Inc. seeks approval from the U.S. Bankruptcy Court for the Southern
District of New York to hire legal counsel.
The committee proposes to hire Fox Rothschild LLP to give legal
advice regarding its duties under the Bankruptcy Code, assist in
investigating the financial condition of the company and its
affiliates, and provide other legal services related to their
Chapter 11 cases.
The hourly rates charged by the firm range from $205 to $895 for
lawyers and from $135 to $385 for paralegals.
Mette Kurth, Esq., a partner at Fox Rothschild, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul J. Labov, Esq.
Fox Rothschild LLP
101 Park Avenue, Suite 1700
New York, NY 10017
Tel: (212) 878-7900
Fax: (212) 692-0940
Email: plabov@foxrothschild.com
- and -
Mette H. Kurth, Esq.
Fox Rothschild LLP
1800 Century Park East, Suite 300
Los Angeles, CA 90067-1506
Tel: (310) 228-4402
Fax: (310) 556-9828
Email: mkurth@foxrothschild.com
About Agent Provocateur Inc.
Agent Provocateur, Inc., based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-10987-MEW) on April 11, 2017.
The Hon. Michael E. Wiles presides over the case. William H.
Schrag, Esq., at Thompson Hine LLP, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1,000,001 to $10,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.
On May 4, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
ALEJANDRA MELENDEZ: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee
------------------------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas entered an Order on May 30, 2017,
directing the United States Trustee to appoint a Chapter 11 Trustee
for Alejandra Melendez dba Briseno Construction. The Order was
made pursuant to the State of Texas' Motion to Appoint a Chapter 11
Trustee for the Debtor.
Alejandra Melendez filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 17-70072) on February 27, 2017, and is represented by
Antonio Martinez, Jr., Esq.
ALLIED ELECTRICAL: Okayed to Use Cash Collateral Until July 7
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
entered a third agreed interim order authorizing Allied Electrical
Group of Texas, Inc.'s cash collateral use through and until July
7, 2017.
A hearing on the Debtor's request for the continued use of cash
collateral on a final basis is set for July 5, 2017, at 1:45 p.m.
As reported by the Troubled Company Reporter on May 17, 2017, the
IRS asserts that all rents, income, revenues, profits, property
receipts, and insurance proceeds generated by or related to the
Debtor's property and business operations and all cash, negotiable
instruments, deposit accounts or other cash equivalents related
thereto, whether existing on or received by the Debtor subsequent
to the Petition Date, are and will constitute the IRS's cash
collateral.
As to the IRS:
-- the Debtor must stay current on payment via EFTPS of all
of its post-petition payroll taxes. To be current, the
Debtor must make the payment for all payroll taxes
incurred in a calendar month by the 15th day of the
following month;
-- the Debtor must stay current on payment via EFTPS of all
of its post-petition payroll deposits. To be current, the
Debtor must make the payment by the 15th day of the month
following each monthly payroll;
-- the Debtor must timely file all of its post-petition
employment tax returns;
-- the Debtor must timely file all federal tax returns and
pay all post-petition federal taxes;
-- the Debtor must provide proof of Federal Trust Fund
Deposits within three business days of their deposit to
Michael Smith at the IRS via fax at (888) 301-8227 and to
Donna Webb, IRS counsel, via fax at (214) 659-8807;
-- all tax deposits with the IRS will be made through the
IRS' EFTPS system;
-- the Debtor will allow the inspection of the collateral and
the Debtor's books and records at any time upon reasonable
notice from the IRS; and
-- on or before June 23, 2017, the Debtor will pay the IRS
$4,600 as adequate protection for its secured claim. The
adequate protection payment will be made payable to the
Department of Treasury and sent to the U.S. Attorney's
Office, 801 Cherry Street, Suite 1700, Burnett Plaza, Unit
4, Fort Worth, Texas 76102. The payment will continue
each month until (i) termination of the third agreed
interim court order by its terms; (ii) further order of
the Court; or (iii) confirmation of any plan of
reorganization in this proceeding. All payments made
under this paragraph will be sent to the IRS through Donna
Webb or as otherwise directed by the IRS in writing. All
payments made under this paragraph will be applied toward
the payment of the IRS's secured claim.
A copy of the court order is available at:
http://bankrupt.com/misc/txnb17-31585-44.pdf
About Allied Electrical Group of Texas
Allied Electrical Group of Texas, Inc., provides electrical
construction and service throughout the Dallas/Fort Worth
Metroplex.
Allied Electrical Group of Texas, Inc., filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 17-31585) on April 20, 2017.
The Debtor is represented by J. Mark Chevallier, Esq., and James G.
Rea, Esq., at McGuire Craddock Strother PC. The Petition was
signed by Christine E. Delgado, president and director. At the
time of filing, the Debtor had estimated assets and liabilities
ranging from $100,000 to $500,000.
ALPHATEC HOLDINGS: Niraj Gupta Owns 7.5% Equity Stake as of May 12
------------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Niraj Gupta disclosed that as of May 12, 2017, he
beneficially owns 814,459 shares of common stock, par value
$0.0001, of Alphatec Holdings, Inc., representing 7.50 percent of
the shares outstanding. A full-text copy of the regulatory filing
is available for free at https://is.gd/Uo0wiP
About Alphatec Holdings
Alphatec Holdings, Inc., the parent company of Alphatec Spine, Inc.
-- http://www.alphatecspine.com/-- is a medical technology company
focused on the design, development and promotion of products for
the surgical treatment of spine disorders. The Company has a
comprehensive product portfolio and pipeline that addresses the
cervical, thoracolumbar and intervertebral regions of the spine and
covers a variety of spinal disorders and surgical procedures. Its
principal product offerings are focused on the global market for
fusion-based spinal disorder solutions. The Company believes that
its products and systems are attractive to surgeons and patients
due to enhanced product features and benefits that are designed to
simplify surgical procedures and improve patient outcomes.
Alphatec reported a net loss of $29.92 million on $120.24 million
of revenues for the year ended Dec. 31, 2016, compared to a net
loss of $178.67 million on $134.38 million of revenues for the year
ended Dec. 31, 2015. As of Dec. 31, 2016, Alphatec had $94.18
million in total assets, $112.08 million in total liabilities,
$23.60 million in redeemable preferred stock and a total
stockholders' deficit of $41.50 million.
AMERICAN RENAL: S&P Rates Proposed $540MM Credit Facility 'B+'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating to
U.S.-based dialysis provider American Renal Holdings Inc.'s
proposed $540 million senior secured credit facility, consisting of
a
$100 million revolving credit facility and $440 million term loan B
due in 2024. The transaction is leverage-neutral and proceeds are
expected to be used to refinance the company's existing credit
facility.
The recovery rating is '2', indicating expectations for substantial
(70%-90%; rounded estimate: 80%) recovery to debtholders in the
event of a payment default.
S&P's corporate credit rating on parent company American Renal
Associates Holdings Inc. is 'B', and the outlook is stable.
S&P's ratings on American Renal reflect S&P's expectations for
continued organic growth, new de novo facilities, and positive free
operating cash flow (FOCF) before distributions to noncontrolling
interests. S&P expects adjusted leverage to remain above 5x for
the next few years with slow deleveraging through EBITDA growth as
distributions to noncontrolling interests approximate the company's
FOCF.
RATINGS LIST
American Renal Associates Holdings Inc.
Corporate Credit Rating B/Stable/--
New Ratings
American Renal Holdings Inc.
Senior Secured B+
Recovery Rating 2 (80%)
ANDERSON UNIVERSITY: Fitch Withdraws BB Rating on 2017 Dev. Bonds
-----------------------------------------------------------------
Fitch Ratings has withdrawn the 'BB' rating on Anderson (IN)
(Anderson University) economic development revenue refunding bonds
series 2017 as the bond did not sell. Previous Rating: 'BB'/
Outlook Stable. Dev
APOLLO ENDOSURGERY: Board OKs 2017 Bonus Plan for Executives
------------------------------------------------------------
The Board of Directors of Apollo Endosurgery, Inc., approved its
2017 Bonus Plan in which the chief executive officer, as well as
the chief financial officer and certain other named executive
officers will participate, according to a Form 8-K report filed
with the Securities and Exchange Commission.
Pursuant to the terms of the 2017 Bonus Plan, the Company's Chief
Executive Officer, Todd Newton, is eligible to receive a target
bonus of $200,000; its Chief Financial Officer, Stefanie Cavanaugh,
is eligible to receive a target bonus of $88,007; its President and
Chief Commercial Officer, Dennis McWilliams is eligible to receive
a target bonus of $140,000, and its Executive Vice President of
Operations, Charles Tribie, is eligible to receive a target bonus
of $99,750.
A full-text copy of the 2017 Bonus Plan is available for free at:
https://is.gd/9rQonM
About Apollo Endosurgery, Inc.
Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a
medical device company focused on less invasive therapies for the
treatment of obesity, a condition facing over 600 million people
globally, as well as other gastrointestinal disorders. Apollo's
device based therapies are an alternative to invasive surgical
procedures, thus lowering complication rates and reducing total
healthcare costs. Apollo's products are offered in over 80
countries today. Apollo's common stock is traded on NASDAQ Global
Market under the symbol "APEN".
On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged
with and into Apollo Endosurgery, Inc. resulting in Original Apollo
becoming a wholly owned subsidiary of Lpath. At the Effective
Time, Lpath effected a name change to "Apollo Endosurgery, Inc."
Each share of Original Apollo common stock (after adjusting for the
1-for-5.5 reverse split of common stock effected by the Issuer
immediately following consummation of the Merger) was exchanged for
0.31632739 shares of the Issuer's common stock at the Effective
Time of the Merger.
Apollo Endosurgery reported a net loss attributable to common
stockholders of $41.16 million on $64.86 million of revenues for
the year ended Dec. 31, 2016, compared to a net loss attributable
to common stockholders of $36.38 million on $67.79 million of
revenues for the year ended Dec. 31, 2015. As of March 31, 2017,
Apollo Endosurgery had $88.57 million in total assets, $54.10
million in total liabilities and $34.47 million in total
stockholders' equity.
ARCONIC INC: Releases Annual Meeting Preliminary Results
--------------------------------------------------------
Arconic Inc. held its annual meeting of shareholders on May 25,
2017. The Company filed a Form 8-K report with the Securities and
Exchange Commission on June 1, 2017, to disclose the preliminary
voting results reported by the Company's proxy solicitor, Innisfree
M&A Incorporated were based on the information available to
Innisfree. These results do not include:
(i) shares voted on the blue proxy card distributed by Elliott
Management Corporation and certain of its affiliates
outside of the system maintained by Broadridge Financial
Solutions, Inc.;
(ii) shares which (A) were not represented by a white proxy
card returned to the Company, (B) are not otherwise known
to have been voted at the meeting and (C) either (x) for
which legal proxies were issued (excluding shares
represented by legal proxies believed to be held by
Elliott and voted at the Annual Meeting) or (y) are held
in registered name and for which a white proxy card was
not returned; or
(iii) shares voted that Innisfree could not definitively match
with a shareholder identified as being a record or
beneficial holder of shares of the Company's common stock,
par value $1.00 per share as of the record date for the
Annual Meeting.
Further, these preliminary results do not reflect the impact of any
revocations of votes previously submitted on the white proxy card
either through in-person voting at the Annual Meeting or through
the submission of a later-dated blue proxy card outside of the
Broadridge system.
In addition to being incomplete for the reasons described above,
these results are preliminary only and are subject to change based
on the final certification of the voting results by the independent
Judge of Election for the Annual Meeting, IVS Associates, Inc. The
Company will file an amendment to this Current Report on Form 8-K
to disclose the final voting results after receiving IVS's final
certified report.
As of the close of business on March 1, 2017, the record date for
the Annual Meeting, there were 440,644,293 shares of common stock
outstanding and entitled to vote. Based on the preliminary results
from Innisfree and subject to the qualifications set forth above,
at least 319,163,201 shares of Common Stock were voted in person or
by proxy at the Annual Meeting, representing approximately 72.43
percent of the shares entitled to be voted.
The vote required for approval or election was as follows: the five
director nominees receiving the highest number of votes cast were
elected (Item 1); approval of Items 2, 3, 4 and 9 required the
favorable vote of a majority of the votes cast; and approval of
Items 5, 6, 7 and 8 required the favorable vote of the holders of
80% of the shares of common stock outstanding and entitled to vote
as provided in Articles SEVENTH and EIGHTH of Arconic's Articles of
Incorporation.
Item 1. Based on the preliminary results from Innisfree, the
Company's shareholders elected the following nominees to the
Arconic Board of Directors, each for a three-year term: Christopher
L. Ayers, Elmer L. Doty, David P. Hess, Patrice E. Merrin, and
Ulrich R. Schmidt.
Item 2. Based on the preliminary results from Innisfree, the
proposal to ratify the appointment of PricewaterhouseCoopers LLP to
serve as Arconic's independent registered public accounting firm
for 2017 was approved.
Item 3. Based on the preliminary results from Innisfree, the
proposal to approve, on an advisory basis, executive compensation
was approved.
Item 4. Based on the preliminary results from Innisfree, the
advisory vote on the frequency of future advisory votes on
executive compensation received the following votes, with the "one
year" frequency receiving the highest number of votes.
Item 5. Based on the preliminary results from Innisfree, the
proposal to approve an amendment of the Articles of Incorporation
to eliminate the supermajority voting requirement in the Articles
of Incorporation regarding amending Article SEVENTH (fair price
protection) did not receive the requisite votes for approval.
Item 6. Based on the preliminary results from Innisfree, the
proposal to approve an amendment of the Articles of Incorporation
to eliminate the supermajority voting requirement in the Articles
of Incorporation regarding amending Article EIGHTH (director
elections) did not receive the requisite votes for approval.
Item 7. Based on the preliminary results from Innisfree, the
proposal to approve an amendment of the Articles of Incorporation
to eliminate the supermajority voting requirement in the Articles
of Incorporation relating to the removal of directors did not
receive the requisite votes for approval.
Item 8. Based on the preliminary results from Innisfree, the
proposal to approve an amendment of the Articles of Incorporation
to eliminate the classification of the Board of Directors did not
receive the requisite votes for approval.
Item 9. Based on the preliminary results from Innisfree, the
shareholder proposal (simple majority vote) was approved.
As previously disclosed, on May 22, 2017, Arconic entered into a
settlement agreement with Elliott Associates, L.P., a Delaware
limited partnership, Elliott International, L.P., a Cayman Islands
limited partnership, and Elliott International Capital Advisors
Inc., a Delaware corporation.
About Arconic Inc.
New York-based Arconic Inc. (NYSE: ARNC), formerly Alcoa Inc., is
engaged in lightweight metals engineering and manufacturing.
Arconic's products, which include aluminum, titanium, and nickel,
are used worldwide in aerospace, automotive, commercial
transportation, packaging, building and construction, oil and gas,
defense, consumer electronics, and industrial applications.
Arconic reported a net loss of $941 million for the year ended Dec.
31, 2016, following a net loss of $322 million for the year ended
Dec. 31, 2015. As of March 31, 2017, Arconic had $20.15 billion in
total assets, $14.66 billion in total liabilities and $5.49 billion
in total equity.
AUBURN ARMATURE: U.S. Trustee Forms 5-Member Committee
------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2, on
June 1 appointed five creditors to serve on the official committee
of unsecured creditors in the Chapter 11 case of Auburn Armature,
Inc., et al.
The committee members are:
(1) Delom Services, Inc.
Attn: Michel Dumas, CFO
13065 Jean Grou
Montreal, Qc H1A 3N6
Tel: (514) 642-8220
(2) Encore Wire Corporation
Attn: Lea Jones – Credit Manager
1329 Millwood Road
McKinney, TX 75069
Tel: (469) 742-2915
(3) Klemm Reflector Company
Attn: Leonard Gutekunst, III, President
736 E. Venango Street
Philadelphia, PA 19134
Tel: (215) 460-7738
(4) GE Energy Power Conversion, Inc.
Attn: Glenn Resiman, Esq.
12 Old Hollow Road – Suite B
Trumbull, CT 06611
Tel: (203) 944-0401
(5) Syracuse Scenery & Stage Lighting Co., Inc.
Attn: Christine L. Kaiser
101 Monarch Drive
Liverpool, NY 13088
Tel: (315) 453-8096
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Auburn Armature
Based in Auburn, New York, Auburn Armature Inc. --
http://www.aainy.com/index.html-- along with affiliates EASA
Acquisition I, LLC, and EASA Acquisition II, LLC, operates an
electric motor repair service and electrical equipment distribution
network in New York including Binghamton, Rochester, Syracuse,
Albany, Auburn, and Buffalo.
AAI is the sole member of both EASA I and EASA II. All of AAI's
outstanding stock is owned by Electrical Supply Acquisition, Inc.,
which in turn is owned by DeltaPoint Capital IV, LP and DeltaPoint
Capital IV (New York), LP.
AAI, EASA I and EASA II sought Chapter 11 protection (Bankr.
N.D.N.Y. Lead Case No. 17-30743-5-MCR) on May 19, 2017. Geoffrey
L. Murphy, president & CEO, signed the petitions.
The Hon. Margaret M. Cangilos-Ruiz is the case judge.
Menter, Rudin & Trivelpiece, P.C., is serving as counsel to the
Debtors. League Park Advisors ("LP") is the Debtors' investment
banker.
AAI estimated $10 million to $50 million in assets and debt.
AVENICA INC: Esther DuVal Named Chapter 11 Trustee
--------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York entered an Order approving the
appointment of Esther DuVal, CPA, as the Chapter 11 Trustee for
Avenica, Inc.
The Order was made pursuant to the United States Trustee's
Application for an order approving the appointment of Esther DuVal,
CPA as chapter 11 trustee for the Debtor.
About Avenica Inc.
Avenica, Inc., is a service company that provides staffing and
day-to-day operations for Gallant Capital Markets. Avenica sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 17-41813) on April 14, 2017. The petition was signed by
Salvatore Bucellato, CEO. Judge Elizabeth S. Stong is the case
judge.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $50,000.
AZURE MIDSTREAM: Plan of Liquidation Declared Effective
-------------------------------------------------------
As previously disclosed, on May 19, 2017 the U.S. Bankruptcy Court
for the Southern District of Texas, Houston Division approved Azure
Midstream Partners, LP,'s Fifth Amended and Restated Plan of
Liquidation (the "Plan") filed with the Court on May 18, 2017, Case
No. 17-30461 ("Confirmation Order"). On June 2, 2017, all
conditions to the occurrence of the effective date (the "Effective
Date") set forth in the Plan and Confirmation Order were satisfied
or waived in accordance therewith and the Effective Date occurred.
On the same date, the Partnership filed a notice of Effective Date
of the Plan with the Court.
As previously disclosed on January 30, 2017, Azure filed voluntary
petitions with the Court under chapter 11 of title 11 of the U.S.
Bankruptcy Code.
In accordance with the Plan, as of the Effective Date all common
units have been cancelled without consideration and an entity
formed pursuant to the Plan (the "Azure Custodian") holds a single
new unit of the Partnership's common units as custodian for the
benefit of the former unitholders, consistent with such
unitholders' former relative priority and economic entitlements.
Awards granted and vested under the partnership's 2013 long term
incentive plan will be converted into the right to receive the
amount, if any, they would be entitled to as holders of the
equivalent number of common units vested and issued as of April 28,
2017. Also as of the Effective Date, all of the Partnership's
direct and indirect subsidiaries have been merged with and into the
Partnership with the Partnership being the sole survivor of the
merger. As soon as practicable and in accordance with the Plan,
Azure's corporate existence will be terminated.
Under the terms of the Plan, a portion of the allowed, secured
claims arising under Debtors' prepetition credit agreement (the
"Secured Claims") shall continue to be paid pursuant to the Plan
and, thereafter, the Debtors shall pay all allowed tax claims,
administrative expense claims, professional fees and expenses,
general unsecured claims, and any costs associated with winding
down the Debtors' estates. After such claims have been paid in
full, any remaining cash will be used to first satisfy the
remainder of allowed Secured Claims. If any cash remains in the
Debtors' estates after satisfying the prepetition Secured Claims
and all other allowed claims, and after liquidating the all
remaining assets of the Debtors' estates, the Plan provides that
Azure Custodian shall receive all such remaining cash, which will
be distributed on a pro rata share to the common unitholders. As
previously disclosed, it is unlikely that any common unitholders
will receive any distributions.
Copies of the Plan, the Court's order confirming the Plan and
Azure's notice of Effective Date of the Plan are available at
http://www.kccllc.net/azuremlp
Going forward, Azure will post press releases, if any, on the
kccllc site as it plans to discontinue its use of the
http://www.azuremidstream.co/site in the near future.
About Azure Midstream Partners
Azure Midstream Partners, LP, was a publicly traded Delaware master
limited partnership that was formed by NuDevco Partners, LLC, and
its affiliates to develop, own, operate and acquire midstream
energy assets.
Azure Midstream and 11 of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-30461) on Jan. 30, 2017. The petitions were signed by I.J.
Berthelot, II, president. The cases are assigned to Judge David R
Jones.
Azure disclosed $375.5 million in assets and $179.4 million in
liabilities as of as of Sept. 30, 2016.
Vinson & Elkins LLP is serving as corporate counsel to the Debtors;
Evercore Group LLC is serving as financial advisor; Alvarez &
Marsal North America LLC is serving as restructuring advisor; and
Kurtzman Carson Consultants LLC is serving as claims, noticing &
balloting agent.
An official committee of equity security holders has been appointed
in the case. The committee tapped Brown Rudnick LLP as its
bankruptcy counsel.
The court approved the Debtors' disclosure statement on May 1,
2017, and confirmed their joint Chapter 11 plan of liquidation on
May 19, 2017.
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 96.98
cents-on-the-dollar during the week ended Friday, May 26, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.21 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
May 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 May 26.
BELK INC: Bank Debt Trades at 14% Off
-------------------------------------
Participations in a syndicated loan under BELK, Inc is a borrower
traded in the secondary market at 86.25 cents-on-the-dollar during
the week ended Friday, May 26, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents a decrease of
0.30 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 May
26.
BERGEN PLAZA: Hearing on Disclosures Approval Set for July 18
-------------------------------------------------------------
The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey has scheduled for July 18, 2017, at 2:30
p.m. the hearing to consider the adequacy of Bergen Plaza Fairview,
LLC's disclosure statement referring to the Debtor's plan of
reorganization.
Objections to the adequacy of the Disclosure Statement must be
filed no later than 14 days prior to the hearing.
About Bergen Plaza Fairview, LLC
Bergen Plaza Fairview, LLC, based in Fairview, NJ, filed a Chapter
11 petition (Bankr. D.N.J. Case No. 17-13370) on Feb. 22, 2017.
The Hon. Stacey L. Meisel presides over the case. Andrew J. Kelly,
Esq., at Kelly Firm, P.C., to serve as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Aaron Taub,
manager.
BERTELLI REALTY: To Issue New Equity Interests to Sole Officer
--------------------------------------------------------------
Bertelli Realty Group, Inc., filed with the U.S. Bankruptcy Court
for the District of Massachusetts an amended disclosure statement
dated May 24, 2017, referring to the Debtor's plan of
reorganization.
Under the Plan, the Class Four Debtor's Interests will be canceled.
This claim is impaired and is entitled to vote on the Plan.
The Debtor will issue new equity interests to Brent Bertelli, the
Debtor's sole officer,
director, and shareholder, or his nominee. It is anticipated that
Mr. Bertelli will designate his spouse, Catherine Bertelli, as the
recipient of the equity interest. In consideration of the newly
issued equity interest, the confirmed Debtor will receive $5,000.
To the extent necessary, the Debtor may need to transfer its Main
Street Property to another entity to effect the financing. In this
event, there will be sufficient funds set aside at the closing to
pay all claims in full. If the Main Street Property were so
transferred, it is anticipated that the designated purchase price
would be $1.8 million.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/mab16-31081-55.pdf
As reported by the Troubled Company Reporter on March 29, 2017, the
Debtor filed with Court a disclosure statement dated March 20,
2017, referring to the Debtor's plan of reorganization. The Plan
provided for the distribution of all funds to its creditors,
primarily to Raymond C. Green, Inc., as a holder of a mortgage, to
be paid $300,000, and a dividend to unsecured creditors.
About Bertelli Realty Group
Bertelli Realty Group, Inc., is a corporation whose principal asset
is at 935 - 979 Main Street, Springfield, Massachusetts 01301. The
Main Street Building is a building in downtown Springfield, and
approximately one block from the MGM project being built in
Springfield.
The Debtor filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-31081) on Dec. 21, 2016. The petition was signed by Brent J.
Bertelli, president. The Debtor is represented by Louis S. Robin,
Esq., at the Law Offices of Louis S. Robin. The Debtor disclosed
total assets at $1.80 million and total liabilities at $585,088.
BRAND ENERGY: Moody's Affirms B3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed Brand Energy & Infrastructure
Services, Inc.'s B3 Corporate Family Rating ("CFR") following the
announcement of Brand's intention to acquire Safway Group Holding
LLC. In related rating actions, Moody's assigned a B3 rating to
Brand's proposed $2,825 million senior secured term loan B, a B3 on
the proposed $500 million first lien revolving credit facility and
a Caa2 rating to the proposed $700 million in senior notes.
Proceeds from the proposed debt issuance along with cash on hand
and an equity infusion from the sponsors will be used to refinance
the company's existing debt and fund the acquisition of Safway.
Upon closing of this transaction, all ratings on Brand's existing
facilities, as well as Safway's CFR, PD and existing facilities,
will be withdrawn. The rating outlook is stable.
Brand, owned by Clayton, Dubilier & Rice ("CD&R"), is acquiring
Safway from Odyssey Investment Partners ("Odyssey"). Once the
transaction is completed, Odyssey will exit the investment. Safway
is a provider of scaffolding, hoisting, insulation, coatings and
other services supporting the refining, chemical, power industries
and commercial construction in North America with approximately
$1.6 billion in revenues. On a pro forma basis, the combined
company will have around $5 billion in sales, a better diversified
business mix and broader service distribution capacity across a
larger footprint.
The following is a summary of Moody's ratings and rating actions
taken for Brand Energy & Infrastructure Services, Inc.'s
("Brand"):
- Corporate Family Rating ("CFR"), affirmed B3;
- Probability of Default Rating, affirmed B3-PD;
- $2,825 million senior secured term loan B due 2024; assigned B3
(LGD3);
- $500 million first lien revolving credit facility due 2022;
assigned B3 (LGD3);
- $700 million senior notes due 2025; assigned Caa2 (LGD6);
- Outlook, changed to stable from negative.
RATINGS RATIONALE
The B3 Corporate Family Rating remains appropriate at this time and
is reflective of Brand's high leverage and weakened interest
coverage following the acquisition of Safway. Pro Forma for the
acquisition, the combined company's debt-to-EBITDA will surpass
Moody's stated downgrade trigger of 7.0x. Moody's expects the
company to steadily delever to below 7.0x during the next 12 to 18
months, as the company benefits mainly from a more efficient cost
structure as a much larger specialized industrial, commercial and
infrastructure player with global presence. Moody's also
anticipates that Brand will continue improving operating results
following the combination with Safway, with a high percentage of
revenues coming from less discretionary, maintenance-related
projects. The rating also takes into consideration the expected
positive momentum in some of the company's end markets, including
an anticipated recovery in the oil and gas industry. The B3 rating
also takes into consideration Brand's good liquidity profile
sustained by its access to its revolving facility and a longer
maturity profile from the proposed transaction. The rating also
accounts for potential integration risks that Brand will face going
forward. The company will have to navigate through a truly
transformative acquisition that will expose Brand to new
end-markets and customers.
The stable rating outlook reflects Brand's commitment to steadily
delevering during Moody's time horizon and to continue improving
operating performance which should translate into better credit
metrics that remain supportive of the current ratings.
WHAT COULD CHANGE RATINGS UP/DOWN
Upgrade is unlikely in the near term given the weakened credit
metrics following the acquisition of Safway. However, positive
rating action could occur if Brand improves operating performance
with better credit ratios, including:
- Adjusted debt-to-EBITDA sustained below 5.5x.
- Interest coverage (measured as EBITA-to-Interest Expense),
sustained above 2.0x.
- Retained cash flow-to-Net debt above 10.5%.
Alternatively, negative rating actions may occur if Brand's
operating performance falls below Moody's expectations, or if the
company experiences a weakening in financial performance resulting
in the following adjusted metrics:
- Adjusted debt-to-EBITDA remains above 7.0x.
- Interest coverage, below 1.0x.
- Retained cash flow-to-Net debt below 7.5%.
- Deterioration in liquidity profile.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
CORPORATE PROFILE
Headquartered in Kennesaw, GA, Brand Energy & Infrastructure
Services, Inc. is the largest provider of scaffolding, insulation,
coatings and other industrial services within the following market
segments in North America: upstream, midstream, and downstream oil
& gas, power generation, industrial and infrastructure. Brand is
majority owned by Clayton Dubilier & Rice through its affiliated
funds. In 2016 Brand has approximately 3.0 billion in revenues. All
Moody's calculations include Moody's standard adjustments.
BRAND ENERGY: S&P Assigns 'B' Rating on New $3.325-BB Loans
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Brand Energy & Infrastructure Services' proposed
senior secured credit facility, which will include a $2.825 billion
term loan B due 2024 and a $500 million revolving credit facility
due 2022. The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50%-70%; rounded estimate: 50%) of principal
in the event of a payment default.
At the same time, S&P assigned its 'CCC+' issue-level rating and
'6' recovery rating to the company's proposed $700 million senior
unsecured notes due 2025. The '6' recovery rating indicates S&P's
expectation for negligible recovery (0%-10%; rounded estimate: 5%)
of principal in the event of a payment default.
Brand Energy plans to use the proceeds from these new debt
issuances (along with additional equity from its financial sponsor,
proceeds from an incremental accounts receivable securitization,
and cash on hand) to acquire Waukesha, Wis.-based scaffolding and
motorized aerial access provider Safway Group (a subsidiary of
Badger Holding LLC), refinance its existing debt, and pay
transaction fees and expenses. The companies expect that the
transaction will close in the second quarter of 2017.
S&P expects to revise its assessment of Brand Energy's business
risk profile after the transaction is completed because the planned
merger would increase the company's scale and diversity as a global
industrial and commercial services provider and give it broader
capabilities (about $5 billion in combined annual sales on a pro
forma basis).
The stable outlook on Brand Energy reflects S&P's expectation that
the company's adjusted leverage will decline and approach 6.0x in
2018. S&P expects that the combined company will maintain EBITDA
margins in the low-double digit percent range. S&P also
anticipates that Brand Energy will continue to generate positive
free cash flow, with a free operating cash flow (FOCF)-to-adjusted
debt ratio in the low-single digit percent range.
S&P could lower its ratings on Brand Energy if it appears likely
that the company's FOCF will remain negative over a sustained
period of weaker earnings and higher-than-expected working capital
investment. This would likely coincide with extended periods
during which the company's leverage metric would remain at more
than 6.5x.
Recovery Analysis
Key analytical factors
-- S&P assigned its 'B' issue-level rating and '3' recovery
rating to the company's proposed senior secured first-lien
credit facilities (revolver and term loan). S&P also
assigned its 'CCC+' issue-level rating and '6' recovery
rating to the company's proposed unsecured notes.
-- S&P's simulated default scenario contemplates a default in
2020 during a period of macroeconomic weakness that leads to
reduced capital projects in the energy sector and
maintenance deferral in the refinery sector, reducing the
demand for Brand Energy's services.
-- S&P believes that Brand Energy would most likely reorganize
and emerge as a going concern.
Simulated default assumptions
-- Simulated year of default: 2020
-- EBITDA at emergence: $420 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% admin. exp.): $1.997 billion
-- Valuation split (obligors/nonobligors): 71%/29%
-- Collateral value available to first lien debt:
$1.582 billion/$212 million
-- Secured first-lien debt claims: $3.278 billion
-- Recovery expectations: 50%-70% (rounded estimate: 50%)
-- Collateral value available to senior unsecured claims:
$203 million
-- Senior unsecured claims: $2.423 billion
-- Recovery expectations: 0%-10% (rounded estimate: 5%)
Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.
RATINGS LIST
Brand Energy & Infrastructure Services
Corporate Credit Rating B/Stable/--
New Ratings
Brand Energy & Infrastructure Services
Senior Secured
$2.825B Trm Ln B Due 2024 B
Recovery Rating 3(50%)
$500M Revolver Due 2022 B
Recovery Rating 3(50%)
Senior Unsecured
$700M Snr Notes Due 2025 CCC+
Recovery Rating 6(5%)
CAESARS ENTERTAINMENT: Gets Approvals from Illinois Gaming Board
----------------------------------------------------------------
Caesars Entertainment Corporation (NASDAQ: CZR) ("Caesars
Entertainment") and Caesars Entertainment Operating Company, Inc.
("CEOC") on May 31, 2017, disclosed that the Illinois Gaming Board
("Board") granted the necessary regulatory approvals and issued the
license as required by the Board for effectuating the restructuring
of CEOC. These actions and approvals by the Board are significant
and important milestones in the ongoing efforts to complete CEOC's
restructuring.
Caesars Entertainment and CEOC continue to engage with regulators
in jurisdictions where approvals are required for certain aspects
of CEOC's restructuring. In addition to regulatory approvals,
CEOC's restructuring is subject to the completion of the merger of
Caesars Acquisition Company with and into Caesars Entertainment,
certain financing activities, continuing oversight by the United
States Bankruptcy Court, and other customary closing conditions.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
The examiner retained Winston & Strawn LLP, as his counsel;
Alvarez & Marsal Global Forensic and Dispute Services, LLC, as
financial advisor; and Luskin, Stern & Eisler LLP, as special
conflicts counsel.
* * *
On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.
CARESTREAM HEALTH: Moody's Cuts Corporate Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service downgraded Carestream Health, Inc.'s
Corporate Family Rating to B3 from B2 and the Probability of
Default Rating to B3-PD from B2-PD. Moody's confirmed the first
lien credit facilities' ratings at B1 and also confirmed the second
lien term loan rating at Caa1. The rating outlook is stable. The
rating actions conclude the review for downgrade that commenced on
April 19, 2017.
The downgrade of the company's CFR follows the announcement that
Carestream will divest its Dental Digital business. The transaction
is expected to close in the third quarter of 2017. Despite the
anticipated repayment of a meaningful amount of debt from
divestiture proceeds, the company's business risk is rising as a
greater portion of sales and earnings will be derived from its film
businesses, which Moody's believe are in structural decline. The
downgrade also considers the smaller scale of the company, and the
risk that Carestream is not able to achieve contemplated corporate
overhead savings in order to preserve profitability following the
divestiture. Finally the downgrade also reflects uncertainties
around the possibility of additional asset sales.
The confirmation of the first lien credit facilities rating at B1
reflects Moody's expectation the company will use substantially all
after-tax proceeds to repay its first lien credit facilities. As a
result, the residual balance will benefit from a still significant
level of junior capital in the company's capital structure. The
confirmation of the second lien term loan rating reflects that
there will be a meaningfully lower amount of first lien debt ahead
of it in the capital structure.
The following ratings were downgraded:
Corporate Family Rating, to B3 from B2
Probability of Default Rating, to B3-PD from B2-PD
The following ratings were confirmed:
First lien credit facilities at B1 (to LGD 2 from LGD3)
Second lien term loan at Caa1 (LGD 5)
Rating Outlook: revised to stable from Rating Under Review.
RATINGS RATIONALE
Carestream's B3 CFR reflects the structural challenges in the
company's traditional film business as customers in developed
markets continue to transition away from film and instead adopt
digital imaging solutions. Film will account for over half of
Carestream's revenues following the divestiture of the dental
digital business. Further, in the medical digital imaging and
healthcare IT businesses, Carestream competes with substantially
larger and better capitalized players. The ratings are also
constrained by earnings and cash flow volatility created by the
company's sensitivity to commodity prices and foreign exchange. The
ratings are supported by Carestream's leading market position in
film based products, its good scale with over $1.5 billion of
revenue (pro forma for the sale of the dental digital business) and
moderate financial leverage with debt/EBITDA expected to be in the
mid-to-high five times range.
The rating outlook is stable. Moody's expects the company will
maintain moderate financial leverage notwithstanding continued
structural declines in its film businesses.
Ratings could be downgraded if the company's remaining businesses
experience accelerating negative trends in sales or earnings.
Ratings could also be downgraded if the company's liquidity were to
weaken or if the company does not make progress toward addressing
the 2019 maturity of its first and second lien credit facilities.
Ratings could be lowered if EBITA/interest weakens toward 1.0x.
Ratings could be upgraded if the company demonstrates stable sales
trends and positive earnings momentum for its business as a whole,
indicating that growth strategies are proving effective. Ratings
could be upgraded if debt/EBITDA is expected to be sustained below
5x while and liquidity remains good.
Carestream Health, Inc., headquartered in Rochester, New York is a
supplier of imaging and IT systems to medical and dental providers
as well as broader markets. Prior to the divestiture of its Dental
Digital segment, approximately 36% of revenue was generated from
the Medical Film business, which includes printers and print film,
X-ray film, and contract manufacturing services. The Medical
Digital business (34% of revenue) includes computed radiology,
digital radiology systems and healthcare IT solutions. Carestream's
Dental segment (26% of revenue) includes the supply of both film
and digital products and services to the dental industry. The
company also manufactures products for some non-healthcare related
end markets (about 4% of revenue). The company is owned by
Toronto-based Onex Corporation and Onex Partners II LP. For the
twelve months ended December 31, 2016, Carestream had revenues of
approximately $2 billion.
The principal methodology used in these ratings was Global Medical
Product and Device Industry published in October 2012.
CITADEL EXPLORATION: Accumulated Deficit Casts Going Concern Doubt
------------------------------------------------------------------
Citadel Exploration, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $328,093 on $36,925 of revenue for the
three months ended March 31, 2017, compared with a net loss of
$434,402 on $20,756 of revenue for the same period in 2016.
The Company's balance sheet at March 31, 2017, showed $6.71 million
in total assets, $3.03 million in total liabilities, and a
stockholders' equity of $3.68 million.
The Company has incurred an accumulated deficit in the amount of
$9,363,238 as of March 31, 2017. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
A copy of the Form 10-Q is available at:
https://is.gd/SPoRJB
Citadel Exploration, Inc., formerly Subprime Advantage, Inc., is an
energy company engaged in the exploration and development of oil
and natural gas properties. The Company is focused on the
acquisition and drilling of oil and natural gas mineral leases.
Its properties are located in the Salinas and San Joaquin Basins of
California.
CLEVELAND BIOLABS: Chief Financial Officer Moving to Another Firm
-----------------------------------------------------------------
John Szydlo notified Cleveland Biolabs, Inc., that he will resign
as the Company's principal financial officer, effective June 16,
2017, in order to accept a senior executive position at another
company.
Following Mr. Szydlo's resignation, Yakov Kogan, the Company's
chief executive officer, will serve as the interim principal
financial officer, effective June 16, while the Company searches
for a replacement for Mr. Szydlo.
As disclosed in a Form 8-K report filed with the Securities and
Exchange Commission, Mr. Szydlo will continue to be employed by the
Company to assist with the transition of his duties for a period of
approximately one week after the effective date of his resignation
from the office of principal financial officer. Mr. Szydlo's
decision to resign was not due to any disagreement relating to the
Company's management, policies, or practices.
About Cleveland BioLabs
Cleveland BioLabs, Inc. (NASDAQ: CBLI) is a biopharmaceutical
company developing novel approaches to activate the immune system
and address serious unmet medical needs. The Buffalo, New
York-based company's proprietary platform of toll-like immune
receptor activators has applications in radiation mitigation,
oncology immunotherapy and vaccines.
As of March 31, 2017, Cleveland Biolabs had $13.88 million in total
assets, $2.63 million in total liabilities and $11.24 million in
total stockholders' equity. Cleveland Biolabs reported a net loss
of $2.59 million for the year ended Dec. 31, 2016, following a net
loss of $13.04 million for the year ended Dec. 31, 2015.
CLUB VILLAGE: Taps Brooks Ricca as Counsel in Suit v. CW Capital
----------------------------------------------------------------
Club Village, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to hire C. Brooks Ricca &
Associates, P.A. as special counsel.
The firm will represent the Debtor in its case against CW Capital
Asset Management, LLC pending in the Fifteenth Judicial Circuit in
Palm Beach County, Florida; and in another case filed against the
Debtor.
C. Brooks Ricca, Jr., Esq., and Peter Malecki, Esq., will charge
$350 per hour and $300 per hour, respectively. Paralegals will
charge an hourly fee of $100.
Mr. Ricca disclosed in a court filing that he and his firm do not
represent any interest adverse to the Debtor or its bankruptcy
estate.
The firm can be reached through:
C. Brooks Ricca, Jr., Esq.
C. Brooks Ricca & Associates, P.A.
The Barristers Building
1615 Forum Place, Suite 200
West Palm Beach, FL 33401
Phone: (561) 833-4544
Email: bricca@riccalawyers.com
About Club Village
Club Village, LLC, a single asset real estate business based in
1601 NW 13 St., Boca Raton, Florida, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-21497) on Aug. 22, 2016. The
petition was signed by Fred DeFalco, managing member. The case is
assigned to Judge Erik P. Kimball. The Debtor disclosed total
assets at $11.5 million and total debts at $11.2 million.
The Debtor is represented by Aaron A. Wernick, Esq., at Furr &
Cohen. The Debtor engaged Andrew Sodl, Esq., at Akerman LLP as
special counsel; and Paul Rubin, EA, Mtax and Rubin & Associates,
CPA Firm, PA as accountants.
No trustee, examiner or statutory committee has been appointed in
the Debtor's case.
CODA OCTOPUS: Hoque Consulting Principal Fills Board Vacancy
------------------------------------------------------------
The board of directors of Coda Octopus Group, Inc., elected Nina
Hoque to fill an existing vacancy on the Company's board effective
June 2, 2017.
Since 2009, Ms. Hoque has been the principal of Hoque Consulting, a
London based consulting firm that provides legal counseling for
financial institutions and other commercial enterprises.
She has wide ranging experience in corporate and financial
transactions. Ms. Hoque holds an LL.M. from Georgetown University
Law Centre and an LL.B. from Osgoode Hall Law School, York
University, North York, Ontario. She is licensed to practice in
England and Wales.
The Company's board of directors believes that Ms. Hoque's
extensive experience as a finance and corporate lawyer leading and
completing major corporate and commercial transactions including
infrastructure projects and selling and purchase of major
businesses, give her the qualifications and skills to serve as a
director.
The Company will pay Ms. Hoque a quarterly board fee of $2,500. She
will also be issued 7,143 shares of common stock of the Company.
About Coda Octopus
Headquartered in Lakeland, Florida, Coda Octopus Group, Inc., was
formed under the laws of the State of Florida in 1992. The Company
is a developer of underwater technologies and equipment for
imaging, mapping, defense and survey applications. The Company's
subsidiaries are based in Florida, Utah, United Kingdom, Australia
and Norway.
As of April 30, 2011, Coda Octopus had $9.24 million in total
assets, $22.77 million in total liabilities and a total
stockholders' deficit of $13.52 million.
COMSTOCK MINING: Fails to Comply with NYSE's Bid Price Rule
-----------------------------------------------------------
Comstock Mining Inc. received notification from the NYSE MKT LLC
that the Company's securities have been selling at or below $0.20
per share since April 27, 2017, and, pursuant to Section 1003(f)(v)
the Company's continued listing is predicated on demonstrating
sustained price improvement or effecting a reverse stock split
within the next six month period, that is, no later than Nov. 27,
2017.
The Company is required to stay in contact with the NYSE and
discuss any new developments, regarding progress on its strategy,
plans for implementing a reverse split or otherwise.
The Company currently meets all other listing requirements and its
common stock will continue to be listed on the NYSE MKT while it
attempts to regain compliance with the listing standard noted,
subject to the Company's ongoing compliance with other continued
listing requirements. The Company's common stock will continue to
trade under the symbol "LODE," but will have an added designation
of ".BC" to indicate that the Company is below compliance with this
NYSE MKT's listing standard.
The NYSE MKT notification does not affect the Company's business
operations or its SEC reporting requirements and does not conflict
with or cause an event of default under any of the Company's
material agreements.
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock district,
expanding its footprint and creating opportunities for exploration
and mining. The goal of the Company's strategic plan is to deliver
stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing commercial
mining and processing operations by 2011, with annual production
rates of 20,000 gold equivalent ounces.
Comstock Mining reported a net loss of $12.96 million on $5.07
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $10.45 million on $18.49 million of total
revenues for the year ended Dec. 31, 2015. As of March 31, 2017,
Comstock had $32.94 million in total assets, $20.72 million in
total liabilities and $12.22 million in total stockholders' equity.
COMSTOCK MINING: Stockholders Elect Four Directors
--------------------------------------------------
Comstock Mining Inc. held its annual meeting of stockholders on
June 1, 2017. During the Annual Meeting, the stockholders of the
Company: (1) elected Corrado De Gasperis, Daniel W. Kappes, William
J. Nance and Robert A. Reseigh as directors, (2) ratified the
appointment of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for the fiscal year ending Dec.
31, 2017, (3) approved, on a non-binding advisory basis, the
compensation of the Company's named executive officers, and (4)
approved on a non-binding advisory basis a "one year" frequency of
shareholder votes on the compensation of the Company's named
executive officers.
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock district,
expanding its footprint and creating opportunities for exploration
and mining. The goal of the Company's strategic plan is to deliver
stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing commercial
mining and processing operations by 2011, with annual production
rates of 20,000 gold equivalent ounces.
Comstock Mining reported a net loss of $12.96 million on $5.07
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $10.45 million on $18.49 million of total
revenues for the year ended Dec. 31, 2015. As of March 31, 2017,
Comstock had $32.94 million in total assets, $20.72 million in
total liabilities and $12.22 million in total stockholders' equity.
CUMULUS MEDIA: Amends By-Laws to Revise Special Meeting Procedures
------------------------------------------------------------------
The Board of Directors of Cumulus Media Inc. amended Section 2.2 of
the Company's by-laws to (i) correct inconsistencies between the
Company's certificate of incorporation and by-laws and within the
by-laws themselves by providing that a special meeting may be
called by holders of record of the Company's shares representing at
least 25% of all the votes entitled to be cast on any issue
proposed to be considered at a special meeting, consistent with the
certificate of incorporation, and (ii) revise the procedures
pursuant to which the Company's Board of Directors shall call a
special meeting upon the demand of shareholders by providing that
such a special meeting will not be called for a date within 180
days of the Company's most recent annual meeting. The
Second Amended and Restated By-laws of Cumulus Media Inc. is
available for free at https://is.gd/MZu7VJ
About Cumulus Media
Atlanta, Georgia-based Cumulus Media Inc. --
http://www.cumulus.com/-- is a radio broadcasting company. The
Company is also a provider of country music and lifestyle content
through its NASH brand, which serves through radio programming,
NASH Country Weekly magazine and live events. Its product lines
include broadcast advertising, digital advertising, political
advertising and non-advertising based license fees. Its broadcast
advertising includes the sale of commercial advertising time to
local, national and network clients. Its digital advertising
includes the sale of advertising and promotional opportunities
across its Websites and mobile applications. Its across the
nation platform generates content distributable through both
broadcast and digital platforms.
Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debt that topped
$97 million as of June 30, 2011.
Cumulus Media incurred a net loss of $510.7 million in 2016
following a net loss of $546.49 million in 2015. As of March 31,
2017, Cumulus Media had $2.41 billion in total assets, $2.91
billion in total liabilities and a total stockholders' deficit of
$498.02 million.
* * *
The TCR reported on March 16, 2017, that S&P Global Ratings raised
its corporate credit rating on Atlanta, Ga.-based Cumulus Media
Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from
'CC'. The rating outlook is negative. "We believe Cumulus may
look to exchange debt at subpar levels or repurchase debt at
discounted levels in 2017, which we would view as tantamount to
default, based on our criteria," said S&P Global Ratings' credit
analyst Jeanne Shoesmith. "We could lower our ratings on the
company if it announces a subpar debt tender offer." Various
tranches of debt at Cumulus are currently trading at roughly a
30%-60% discount to par.
As reported by the TCR on April 14, 2017, Moody's Investors Service
downgraded Cumulus Media Inc.'s (Cumulus) Corporate Family Rating
to Caa2 from Caa1, the secured credit facilities to Caa1 from B3,
and senior unsecured notes to Ca from Caa3. The outlook was changed
to negative from stable. The downgrade reflects the elevated risk
of a restructuring of its balance sheet and its unsustainable
leverage level of 11.3x (excluding Moody's standard lease
adjustments) as of Q4 2016.
CVR PARTNERS: S&P Affirms 'B+' CCR, Outlook Stable
--------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' corporate credit and
issue-level ratings on master limited partnership (MLP) CVR
Partners L.P. The outlook is stable.
S&P's '3' recovery rating on the partnership's senior secured notes
is unchanged. The '3' recovery rating indicates S&P's expectation
lenders can expect meaningful (50% to 70%; rounded estimate: 50%)
recovery in the event of a payment default.
"The stable rating outlook on CVR Partners L.P. reflects our
expectation the partnership will maintain adjusted leverage of
about 6x in 2017, improving to about 5x in 2018, based on an
expectation of an improved commodity pricing environment," said S&P
Global Ratings credit analyst Mike Llanos. "During this time, we
expect the partnership to maintain adequate liquidity."
S&P could lower the rating if the partnership's liquidity position
weakens or if adjusted debt leverage is sustained above 6x. S&P
could also consider lowering the rating if the credit quality of
parent company CVR Energy Inc. weakens. This could occur if
refining margins at master limited partnership CVR Refining L.P.
deteriorate.
Though unlikely in the near term due to the partnership's limited
scale and elevated financial leverage, S&P could consider higher
ratings over time if its scale and geographic diversity
meaningfully improve while it maintains adjusted debt leverage
below 4x. A one-notch improvement in the partnership's stand-alone
credit profile will not result in a higher rating.
CVR REFINING: S&P Affirms 'BB-' CCR; Outlook Stable
---------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' corporate credit and
senior unsecured debt ratings on CVR Refining L.P. (CVRR). The
outlook is stable. The '3' recovery rating is unchanged,
reflecting S&P's expectation for meaningful (50% to 70%; rounded
estimate 55%) recovery in the event of a payment default.
S&P forecasts 2017 refining margins to improve from 2016 levels,
albeit marginally, due to elevated refined product inventory levels
that have depressed margins.
"The stable outlook reflects our expectation of adequate liquidity
and refining margins in the $9-$10 per barrel range, resulting in
adjusted debt leverage of 2x-3x for the next two years," said S&P
Global Ratings credit analyst Mike Llanos.
S&P could lower the rating due to weak operational performance such
that stand-alone debt leverage is sustained above 3.5x under a
midcycle commodity price environment, resulting in weaker credit
metrics at its ultimate parent, CVR Energy Inc.
Though unlikely in the next two years, due to the partnership's
limited scale and asset diversity, S&P could consider higher
ratings if the partnership successfully diversifies its asset base
while maintaining leverage at current levels.
DAKOTA PLAINS: U.S. Trustee Objects to Disclosure Statement
-----------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Dakota Plains Holdings case filed with the U.S. Bankruptcy Court an
objection to the Company's Disclosure Statement. The Trustee
asserts, "The information to be included in the Plan Supplement is
necessary for creditors to intelligently vote on the plan.
Providing that information, a mere ten days before confirmation
deprives creditors of needed information and the disclosure
statement should include that information and those documents prior
to being approved by the court . . . . Similarly, proposed
disclosure statement does not contain adequate information because
it does not include a liquidation analysis . . . . The disclosure
statement and plan appear to have inconsistent (or at least
confusing) treatment in the claims in Class 3 (WFS Entities) and
Class 4 (general unsecured creditors). In Class 3, it is stated
that WFS will be allowed its $15 million claim which will be
treated as an unsecured claim in Class 4 . . . . Unsecured trade
creditors should not be required to look to another document to see
how or if their treatment in Class 4 is different than that of WFS,
particularly if the pay-out to WFS in Class 4 is more favorable . .
. . Accordingly, the disclosure statement should be modified to
include the carve-out figure. The plan and disclosure statement, in
the treatment of unclassified administrative expense claims should
include an estimate of the dollar amount of such claims . . . . The
plan cannot be confirmed and the disclosure statement cannot be
approved because they make no provisions for the payment of U.S.
Trustee fees due and owing under 28 U.S.C. section 1930(a)(6)."
About Dakota Plains Holdings
Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) --
http://www.dakotaplains.com/-- is an energy company operating the
Pioneer Terminal transloading facility. The Pioneer Terminal is
centrally located in Mountrail County, North Dakota, for Bakken and
Three Forks related Energy & Production activity.
Dakota Plains Holding and six of its wholly owned subsidiaries
filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No.
16-43711) on Dec. 20, 2016, initiating a process intended to
preserve value and accommodate an eventual going-concern sale of
Dakota Plains' business operations. The petitions were signed by
Marty Beskow, CFO. The cases are assigned to Judge Michael E.
Ridgway.
At the time of the filing, Dakota Plains Holdings disclosed $3.08
million in assets and $75.38 million in liabilities.
Baker & Hostetler LLP has been tapped as the Debtors' legal
counsel. Ravich Meyer Kirkman McGrath Nauman & Tansey, A
Professional Association serves as co-counsel. Canaccord Genuity
Inc. serves as the Debtors' financial advisor and investment
banker, Carlson Advisors as accountant, James Thornton as special
purpose counsel.
The U.S. Trustee has been unable to appoint an official unsecured
creditors committee.
DEXTERA SURGICAL: Fails to Comply with NASDAQ Min. Bid Price Rule
-----------------------------------------------------------------
Dextera Surgical Inc. received a letter from the listing
qualifications department staff of the NASDAQ Stock Market
notifying the Company that for the last 30 consecutive business
days the bid price of the Company's common stock had closed below
$1.00 per share, the minimum closing bid price required by the
continued listing requirements of NASDAQ listing rule 5550(a)(2).
In accordance with listing rule 5810(c)(3)(A), the Company has 180
calendar days, or until Oct. 29, 2017, to regain compliance with
the minimum bid price rule. To regain compliance, the closing bid
price of the Company's common stock must be at least $1.00 per
share for a minimum of ten consecutive business days before
Oct. 29, 2017.
If the Company's common stock does not achieve compliance by
Oct. 29, 2017, the Company may be eligible for an additional
180-day period to regain compliance if it meets the continued
listing requirement for market value of publicly held shares and
all other initial listing standards, with the exception of the bid
price requirement, and provides written notice to NASDAQ of its
intention to cure the deficiency during the second compliance
period by effecting a reverse stock split, if necessary. However,
if it appears to the NASDAQ staff that the Company will not be able
to cure the deficiency, or if the Company does not meet the other
listing standards, NASDAQ could provide notice that the Company's
common stock will become subject to delisting. In the event the
Company receives notice that its common stock is being delisted,
NASDAQ rules permit the Company to appeal any delisting
determination by the NASDAQ staff to a Hearings Panel.
The Company intends to actively monitor the closing bid price of
its common stock between now and Oct. 29, 2017, and will evaluate
available options to resolve the deficiency and regain compliance
with the minimum bid price rule.
About Dextera Surgical
Dextera Surgical (Nasdaq:DXTR) designs and manufactures proprietary
stapling devices for minimally invasive surgical procedures.
Dextera Surgical also markets automated anastomosis devices for
coronary artery bypass graft (CABG) surgery on the market today:
the C-Port Distal Anastomosis Systems and PAS-Port Proximal
Anastomosis System. These products are sold by Dextera Surgical
under the Cardica brand name.
Dextera reported a net loss of $15.98 million for the fiscal year
ended June 30, 2016, following a net loss of $19.18 million for the
year ended June 30, 2016. As of March 31, 2017, Dexterra had $5.79
million in total assets, $9.64 million in total liabilities and a
total stockholders' deficit of $3.85 million.
BDO USA, LLP, in San Jose, California, 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.
DYNAMIC CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Dynamic Construction Services, Inc.
P.O. Box 547
Greenville, VA 24440
Case No.: 17-50566
Business Description: The Debtor is a small business Debtor as
defined in 11 U.S.C. Section 101(51D). It
listed its business under the utility system
construction category.
Chapter 11 Petition Date: June 2, 2017
Court: United States Bankruptcy Court
Western District of Virginia (Harrisonburg)
Judge: Hon. Rebecca B. Connelly
Debtor's Counsel: Andrew S Goldstein, Esq.
MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
PO Box 404
Roanoke, VA 24003
Tel: 540 343-9800
E-mail: agoldstein@mglspc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles Spangler, Jr., president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/vawb17-50566.pdf
ECLIPSE RESOURCES: May Issue 9 Million Shares Under 2014 LTIP
-------------------------------------------------------------
Eclipse Resources Corporation filed with the Securities and
Exchange Commission a Form S-8 registration statement to register
9,000,000 shares of the Company's common stock issuable under the
2014 Long-Term Incentive Plan, as amended. These shares are in
addition to the 16,000,000 shares of Common Stock that may be
issued under the Plan pursuant to the Company's Registration
Statement on Form S-8 filed with the SEC on July 2, 2014. A
full-text copy of the prospectus is available for free at:
https://is.gd/fjGbrI
About Eclipse Resources
Eclipse Resources Corporation is an independent exploration and
production company engaged in the acquisition and development of
oil and natural gas properties in the Appalachian Basin. As of
Dec. 31, 2015, the Company had assembled an acreage position
approximating 220,000 net acres in Eastern Ohio.
Eclipse Resources reported a net loss of $203.80 million on $235.03
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $971.4 million on $255.3 million of total
revenues for the year ended Dec. 31, 2015. As of
March 31, 2017, Eclipse had $1.2 billion in total assets, $616.46
million in total liabilities and $583.82 million in total
stockholders' equity.
* * *
As reported by the TCR on July 11, 2016, Moody's Investors Service
upgraded Eclipse Resources' Corporate Family Rating (CFR) to 'Caa1'
from 'Caa2' and Probability of Default Rating to 'Caa1-PD' from
'Caa2-PD'. "The upgrade to Caa1 reflects Eclipse's improved
liquidity and good visibility to fund a more robust drilling
program through 2017 than we had previously anticipated, largely
the result of $123 million in proceeds raised from its equity
issuance. With considerable cash balances and improving cash
margins on its production, Eclipse is poised to return to a
production growth trajectory that should allow for meaningful
deleveraging," noted John Thieroff, Moody's VP-Senior Analyst.
In June 2016, S&P Global Ratings raised its corporate credit
rating on State College, Pa.-based Eclipse Resources Inc. to 'CCC+'
from 'CC'. "The rating action reflects our opinion that Eclipse is
unlikely to pursue further distressed debt transactions given the
lack of bondholders' appetite for a distressed exchange--as
demonstrated by the early termination of the company's exchange
offer in February--and the increase in its bond price over the past
three months," said S&P Global Ratings credit analyst Christine
Besset.
ECOARK HOLDINGS: Incurs $8.29 Million Net Loss in First Quarter
---------------------------------------------------------------
Ecoark Holdings, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-QT for the transition
period from Jan. 1, 2017, to March 31, 2017.
For the three months ended March 31, 2017, Ecoark reported a net
loss of $8.29 million on $2.46 million of revenues compared to a
net loss of $2.22 million on $1.23 million of revenues for the same
period during the prior year.
As of March 31, 2017, Ecoark had $20.24 million in total assets,
$5.40 million in total liabilities and $14.83 million in total
stockholders' equity.
At March 31, 2017, and Dec. 31, 2016, the Company had cash of
$8,648,000 and $1,132,000 respectively. Those amounts exclude the
cash held by Eco3d which has been included in assets held for sale
given the sale of that subsidiary on April 14, 2017. Working
capital of $11,144,000 at March 31, 2017, compared favorably with
working capital of $1,470,000 at the end of 2016. The increase in
working capital was principally due to the 2017 issuance of common
stock to two institutional investors for $7,255,000 net of
expenses, the issuance of convertible notes for $4,300,000 and the
issuance of shares under an equity purchase agreement for
$1,087,000 net of expenses. The $4,300,000 of convertible notes
included $700,000 provided by directors and officers of the
Company, $600,000 of which was converted to common shares. These
cash inflows were partially offset by the repayment of previous
debt. The Company is dependent upon raising additional capital
from future financing transactions until such time that cash flow
from operations is positive.
Net cash used in operating activities was $4,808,000 in the three
months ended March 31, 2017, as compared to net cash used in
operating activities of $2,113,000 in the same period in 2016. Cash
used in operating activities is related to the Company's net loss
partially offset by non-cash expenses, including share-based
compensation and depreciation, amortization and impairments.
Net cash provided by investing activities in the three months ended
March 31, 2017, was $1,947,000 reflecting the redemption of
$2,008,000 of certificates of deposit used to repay the notes
payable collateralized by the CD's offset by $61 of capital
expenditures. In the three months ended March 31, 2016, $49,000 of
capital expenditures were the only use of cash in investing
activities.
Net cash provided by financing activities in the three months ended
March 31, 2017, was $10,377,000 including the issuance of stock and
convertible notes offset by payments of debt described above. In
the 2017 quarter $9,048,000 net cash was provided by financing
activities, notably $9,555,000 in proceeds from issuance of common
stock net of fees.
At March 31, 2017, $600,000 of Ecoark Holdings' notes payable are
due in July 2018, including $100,000 payable to the Company's chief
administrative officer. Future minimum lease payments required
under operating leases are as follows for the fiscal years ending
March 31: 2018 - $608,000, 2019 - $496,000 2020 - $413,000 and 2021
- $250,000.
Since its inception, the Company has experienced negative cash flow
from operations and may experience significant negative cash flow
from operations in the future. The Company said it will need to
raise additional funds in the future to continue to expand its
operations and meet its obligations. The Company said its
inability to obtain additional capital may restrict the Company's
ability to grow and may reduce the ability to continue to conduct
business operations as a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/UITsAf
About Ecoark Holdings
Ecoark Holdings, Inc., is a technology solutions company. The
Company offers technologies to fight waste in operations,
logistics, and supply chains worldwide. It provides pallet-level
time and temperature tracking, pre-cool prioritization and
monitoring, pallet routing, real-time in-transit monitoring, remote
visibility, and quality management solutions. The Company also
offers Point Clouds, which creates two dimensional (2d) and three
dimensional (3d) digital replications; High definition (HD) photos,
a 360 degree rotational bubble image from various project
perspectives; 2d Plans that plan and elevates views in CAD/PDF; and
3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as
provides training and consultation services on laser scan and/or
creates 2d as-builts or 3d models.
Ecoark reported a net loss of $25.23 million on $14.40 million of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $10.47 million on $7.67 million of revenues for the year ended
Dec. 31, 2015.
KBL, LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred substantial losses and
needs to obtain additional financing to continue the development of
their products. The lack of profitable operations raise
substantial doubt about the Company's ability to continue as a
going concern.
ENERGY FUTURE: Court Approves Claims Deal with Citigroup
--------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Energy Future Holdings' compromise and entry into and performance
under a stipulation between Energy Future Holdings (EFH) and
Citigroup Financial Products (Citi). As previously reported, "By
this motion, the Debtors seek entry of the order authorizing EFH to
enter into and perform under the Stipulation. The Court's approval
of the stipulation will authorize: (a) Citi to receive a valid and
enforceable general unsecured claim against EFH in the amount of
$8,101,850, which will receive the treatment provided to Claims
against EFH that are derived from or based upon swaps entered into
by EFH on an unsecured basis, and (b) the mutual release of all
claims relating to the Hedging Agreements, any transactions entered
thereunder, the Filed Claim, or the negotiation, execution,
performance or any breaches of any of the foregoing."
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
Agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as
legal advisor, and Centerview Partners, as financial advisor. The
EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
The second-lien noteholders owed about $1.6 billion, is
Represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official
Committee of Unsecured Creditors has been appointed in the case.
The Committee represents the interests of the unsecured creditors
of only Energy Future Competitive Holdings Company LLC; EFCH's
direct subsidiary, Texas Competitive Electric Holdings Company LLC;
and EFH Corporate Services Company, and of no other debtors. The
Committee has selected Morrison & Foerster LLP and Polsinelli PC
for representation in this high-profile energy restructuring. The
lawyers working on the case are James M. Peck, Esq., Brett H.
Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster
LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq.,
Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC.
* * *
In December 2015, the Bankruptcy Court confirmed the Debtors'
reorganization plan, which contemplated a tax-free spin of the
company's competitive businesses, including Luminant and TXU
Energy, and the $20 billion sale of its holdings in non-debtor
electricity transaction unit Oncor Electric Delivery Co. to a
consortium of investors. But the Plan became null and void after
certain first lien creditors notified the occurrence of a "plan
support termination event."
The Debtors filed a new plan of reorganization on May 1, 2016, as
subsequently amended. The new Chapter 11 plan features
alternative options for dealing with the Company's stake in
electricity transmission unit Oncor.
On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit
plans of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3,
2016.
On Sept. 21, 2016, the Debtors filed the E-Side Plan and the
Disclosure Statement for the Fourth Amended Joint Plan of
Reorganization of Energy Future Holdings Corp., et al., pursuant
to Chapter 11 of the Bankruptcy Code as it applies to the EFH
Debtors and EFIH Debtors.
EXPRESS FASHION: Claims Bar Date Set for July 28
------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) issued an
order in the Companies' Creditors Arrangement Act proceedings of
Express Fashion Apparel Canada Inc. and Express Canada GC GP Inc.,
requiring that all person who assert a claim against the Companies
must file a proof of claim with Alvarez & Marsal Canada Inc., as
court-appointed monitor of the Companies, on or before 5:00 p.m.
(Toronto Time) on July 28, 2017, by sending a proof of claim to the
monitor by prepaid ordinary mail, registered mail, courier,
personal delivery or electronic transmission at:
Alvarez & Marsal Canada Inc.
Express Canada Monitor
Royal Bank Plaza, South Tower
200 Bay Street, Suite 2900
P.O. Box 22
Toronto, ON Canada M5J 2J1
Attn: Josh Nevsky
Fax: 416-847-5201
Email: monitor.expresscanada@alvarezandmarsal.com
Pursuant to the claims procedure order, claims packages, including
the proof of claim, will be sent to all known claimants by mail on
or before June 6, 2017. Employees will sent a notice providing
information regarding their claims on or before June 23, 2017.
Claimants may also obtain the claims procedures order and claims
package from the monitor's website at
http://alvarezandmarsal.com/expresscanadaor by contacting the
monitor at 1-844-692-6255.
Express Fashion Apparel Canada Inc. and Express Canada GC GP Inc.
-- http://www.express.com-- operates a chain of retail stores.
FAMILY CHILD CARE: Wants Plan Exclusivity Moved to July 17
-----------------------------------------------------------
Family Child Care, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Alabama to extend by 46 days or until July 17,
2017, the exclusivity period for the Debtor to file a disclosure
statement and Chapter 11 plan.
On April 4, 2017, the Court entered an order setting a deadline of
June 2, 2017, for filing the Plan and Disclosure Statement.
The Debtor says that a review of its current financial situation
shows that additional time is necessary for the filing of a Plan
and Disclosure Statement. The Debtor is currently pursuing
negotiations for the sale of the business. The conclusion of these
negotiations will dictate the focus of the Disclosure Statement and
Plan in this matter. The Debtor assures the Court that the
requested extension will not pose a substantial hardship to the
creditors.
About Family Child Care
Family Child Care, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-80334) on Feb. 3,
2017. The petition was signed by Troy Ponder, owner. The case is
assigned to Judge Clifton R. Jessup Jr.
Stuart M. Maples, Esq., at Maples Law Firm, PC, serves as the
Debtor's bankruptcy counsel.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
FAUSER OIL CO: Committee Taps Pepper Hamilton as Legal Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Fauser Oil Co.,
Inc. seeks approval from the U.S. Bankruptcy Court for the Northern
District of Iowa to hire legal counsel.
The committee proposes to hire Pepper Hamilton LLP to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, assist in analyzing claims, investigate the financial
condition of Fauser and its affiliates, and assist in negotiations
on the terms of a plan of reorganization.
The firm's hourly rates range from $480 to $1,025 for partners and
of counsel, $295 to $510 for associates and $145 to $340 for
paraprofessionals.
The Pepper Hamilton attorneys and paraprofessionals designated to
represent the Debtors and their hourly rates are:
Francis Lawall Partner $695
John Schanne, II Associate $475
Brittany Bradshaw Associate $330
Susan Henry Senior Paralegal $275
Francis Lawall, Esq., a partner at Pepper Hamilton, disclosed in a
court filing that the firm and its attorneys are "disinterested
persons" as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Francis J. Lawall, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
About Fauser Oil Co., Inc.
Elgin, Iowa-based Fauser Energy Resources, Inc. --
http://www.fauserenergy.com/-- supplies and delivers propane and
fuel products to residential and commercial customers throughout
the Midwest region of the U.S.
Fauser Oil Co. Inc., Fauser Energy Resources Inc., Fauser Transport
Inc. and Ron's L.P. Gas Service LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 17-00466)
on April 24, 2017. Paul Fauser, president, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
Judge Thad J. Collins presides over the case.
Sweet DeMarb LLC serves as counsel to the Debtors, with the
engagement led by James D. Sweet, Esq. and Rebecca R. DeMarb, Esq.
Yara El-Farhan Halloush, Esq. of Halloush Law Office, P.C., is the
Debtors' local co-counsel.
On May 12, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors for Fauser Oil. No
creditors' committee has been appointed for the other Debtors.
FIRSTRAIN INC: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: FirstRain, Inc.
1500 Fashion Island
Boulevard Suite 200
San Mateo, CA 94404
Case No.: 17-11249
Business Description: Headquartered in San Mateo, California,
FirstRain, Inc. -- http://www.firstrain.com
-- is an enterprise software company, whose
core IP is in data science and software
algorithms that can discover, read, discern
and summarize useful insights about
companies and markets from a vast universe
of content across the global web and social
media. FirstRain offers marketing, sales,
financial, and enterprise intelligence and
integration services to customers in the
United States and India.
FirstRain was founded in 2000, and has a
wholly-owned subsidiary in India, FirstRain
Software Centre Private Limited, that
provides support and development services to
the Debtor (its sole customer) on a cost
plus basis.
FirstRain's customers are typically Fortune
1000 enterprises, whose Sales and Marketing
teams use FirstRain to track their
customers, competitors and markets in a very
detailed and highly personalized way as part
of their go to market and sales processes.
FirstRain's analytics-driven applications,
software and information services are
licensed as a subscription service.
As of the Petition Date, the Debtor's
aggregate funded and matured secured debt
obligations were approximately
$5,542,292, which includes exposure under
issued but undrawn letters of credit and the
maximum availability under credit cards,
plus attorney's fees. This amount is owed
to the Debtor's sole pre-petition secured
lender, Pacific Western Bank, successor-by-
merger to Square 1 Bank.
The Debtor has 12 regular employees, all
located in the United States.
Chapter 11 Petition Date: June 5, 2017
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Laurie Selber Silverstein
Debtor's Counsel
Bankruptcy
Counsel: Jason A. Gibson, Esq.
Frederick B. Rosner, Esq.
THE ROSNER LAW GROUP LLC
824 Market Street, Suite 810
Wilmington, DE 19801
Tel: 302-777-1111
Fax: 302-319-6318
E-mail: gibson@teamrosner.com
rosner@teamrosner.com
Debtor's
Corporate
Counsel: WILSON SONSINI GOODRICH & ROSATI, PC
Debtor's
Claims &
Noticing
Agent: JND CORPORATE RESTRUCTURING
FirstRain, Inc.'s
Estimated Assets: $1 million to $10 million
FirstRain, Inc.'s
Estimated Debt: $1 million to $10 million
The petition was signed by Vivie Lee, CEO.
Debtor's List of 18 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Atlas Technology Group LLC Goods Sold/ $250,000
38 Keyes Avenue Suite 102 Services
San Francisco, CA 94129 Rendered
Christopher Kemper
General Counsel
Tel: 503-332-3191
Fax: 415-449-6222
Email: chris@atlastechgroup.com
Wilson Sonsini Goodrich & Rosati Goods Sold/ $185,449
Email: finance@wsgr.com Services
Rendered
Adeli LLP Goods Sold/ $23,031
Services
Rendered
Woodruff Sawyer & Company Goods Sold/ $4,755
Services
Rendered
AT&T 5019-IL Goods Sold/ $4,544
Services
Rendered
United Healthcare Goods Sold/ $4,249
Services
Rendered
Vanguard Goods Sold/ $1,752
Services
Rendered
Blue Jeans Network, Inc. Goods Sold/ $1,640
Email: ar@bluejeans.com Services
Rendered
ADP, Inc. - CA 31001 Goods Sold/ $1,095
Services
Rendered
AT&T Mobility 6463 Goods Sold/ $542
Services
Rendered
Verizon Wireless-660108 Goods Sold/ $379
Services
Rendered
Allied Administrators for Goods Sold/ $304
Delta Dental Services
Email: executiveoffice@ Rendered
alliedadministrators.com
Wage Works, Inc. Goods Sold/ $300
Services
Rendered
AAA Business Supplies & Goods Sold/ $239
Interiors Services
Email: order@AAAsolutions.com Rendered
Lincoln Financial Group Goods Sold/ $171
Email: clientservices@lfg.com Services
Rendered
Kaiser Permanente Goods Sold/ $111
Services
Rendered
Essen-BNP NY Foods, Inc. Goods Sold/ $64
Email: essencatering@gmail.com Services
Rendered
Vision Service Plan (CA) Goods Sold/ $56
Services
Rendered
FIRSTRAIN INC: Files for Chapter 11 With ESW-Sponsored Plan
-----------------------------------------------------------
FirstRain, Inc., an enterprise software company headquartered in
San Mateo, California, has sought Chapter 11 protection to seek
approval of a consensual restructuring that will give 100% of the
equity of the reorganized company to ESW Capital, LLC, the plan
sponsor, and return 100 cents on the dollar to unsecured
creditors.
FirstRain estimated assets and liabilities between $1 million and
$10 million. As of the Petition Date, the Debtor's aggregate
funded and matured secured debt obligations were $5,542,293, which
is owed to the sole prepetition lender, Pacific Western Bank.
Vivie Lee, who has been the Company's CEO since November 2015,
blames the filing to a debt overhang and an inability to refinance
its existing secured obligations. According to Lee, despite
relatively healthy operations and significant improvements in the
company's P&L and strategic customer base during the course of
2016, FirstRain was unable to refinance the Prepetition Lender's
first lien secured obligation with a maturity date of Feb. 28,
2017.
Exploration of Alternatives
On April 27, 2015, the Debtor retained Atlas Technology Group, LLC
("ATG") to, among other things, assist the Debtor in identifying
and evaluating candidates for a potential transaction and/or a
financing and implement a marketing plan.
Commencing on April 27, 2015, ATG sought to sell the Debtor and/or
all its assets. ATG contacted and sent teasers to 67 parties that
ATG and the Debtor determined were potential candidates for a
transaction or financing. During the course of this two-year
process, interested parties were invited to submit letters of
intent to purchase the Debtor or all of the assets of Debtor. Seven
separate LOIs were received during the process from four separate
interested parties, and all focused on acquiring the entirety of
the Debtor's assets.
Accordingly, the Debtor devoted its attention and focus to
pursuing a sale of its assets. The four interested parties that
submitted LOIs were: ESW Capital, LLC ("ESW"), and three other
entities. Of the LOIs submitted during the process, the ESW
proposal represents the highest, best and most viable offer
received by ATG on behalf of the Debtor.
FirstRain engaged in restructuring discussions with the Prepetition
Lender. Ultimately, following four months of evaluating and
negotiating restructuring alternatives, FirstRain reached an
agreement on a restructuring transaction that addresses its capital
structure challenges, as memorialized in the RSA.
Restructuring Support Agreement
The Debtor negotiated with the Pre-Petition Lender, as well as the
ESW, as plan sponsor, to secure support for a consensual
restructuring. After extensive negotiations conducted at
arm's-length, with separate counsel, and in good faith, the Debtor,
the Pre-Petition Lender, and the Plan Sponsor entered into the
Restructuring Support Agreement (the "RSA") to memorialize the
agreements reached in those discussions.
Through the RSA, among other commitments, the Pre-Petition Lender
has committed to support the Debtor's restructuring efforts.
The Debtor seeks expedited approval from the Court to assume the
RSA with the Plan Sponsor and the Pre-Petition Lender. The RSA
provides a framework for the Plan Sponsor and the Pre-Petition
Lender to support the Debtor in its restructuring through the
Chapter 11 Case.
The Restructuring Support Agreement represents a significant
achievement for the Debtor because, among other things, it provides
for a comprehensive restructuring of the Debtor. The RSA includes
a significant deleveraging of the Debtor's balance sheet and
permits the Debtor to maintain and continue to develop its valuable
business, and to maximize its enterprise value on a going-forward
basis. Overall, the proposed plan of reorganization, attached to
the RSA (the "Plan"), would (a) eliminate the Debtor's secured
indebtedness, (b) improve cash flows by eliminating debt service,
and (c) potentially provide additional capital to facilitate the
successful implementation of the Debtor's business plan.
The Plan contemplates entry into a proposed post-petition
debtor-in-possession financing facility by ESW as lender under the
DIP Facility providing for a commitment to provide up to $4,000,000
in financing under the DIP Facility in an amount necessary to fund
(i) the Debtor's postpetition operations, including payment of a
KERP plan or severance payments for certain employees of the
Debtor, (ii) the administrative costs of the Chapter 11 Case, and
(iii) the pursuit of confirmation of the Plan.
The Plan also contemplates, among other things, total plan
consideration of up to $7,500,000, which shall be allocated as
follows:
(a) payment in full of (i) Allowed Administrative Claims,
including the DIP Lender's claims under the DIP Facility, as
described in the Plan; (ii) Allowed Priority Unsecured Non-Tax
Claims; and (iii) Allowed Other Secured Claims (if any), each as
described in the Plan;
(b) prior to any recovery to the Pre-Petition Lender on account
of its allowed pre-petition secured claim, payment in full of all
General Unsecured Claims (the "Guaranteed Unsecured Recovery") from
the Consideration;
(c) following payment of the Guaranteed Unsecured Recovery, the
Pre-Petition Lender will receive its recovery from the remaining
Consideration on account of its allowed pre-petition secured claim,
representing principal and non-default interest owed to the
Pre-Petition Lender under the Pre-Petition Credit Agreement;
(d) FirstRain India, on account of its Intercompany Claims will
receive, on account of and in full and complete settlement, release
and discharge of, and in exchange for its Allowed Subordinated
Claim, its Pro Rata Share of the Consideration remaining after
payment in full of all Allowed Administrative Claims, Allowed
Priority Tax Claims, Allowed Priority Unsecured Non-Tax Claims,
Allowed General Unsecured Claims; the Allowed Pre-Petition Lender
Secured Claim, and Allowed Other Secured Claims;
(e) any remaining Consideration following payment of all
Plan-related expenses and recoveries contemplated above will be
provided to the reorganized Debtor to be used for working capital
purposes; and
(f) all equity interests will be cancelled and any obligations of
the Debtor thereunder or in any way related thereto will be deemed
cancelled, discharged, and of no force or effect.
Pursuant to the Plan, ESW will receive 100% of the New Equity on
account of ESW being the Plan Sponsor and the DIP Lender. ESW, in
its capacity as the DIP Lender, will have the option, on account of
being the holder of the Allowed DIP Lender Claim, to exchange a
total of up to 100% in satisfaction of such amount of the Allowed
DIP Lender Claim for up to a total of 60% of the New Equity, at a
rate of 1% of its Allowed DIP Lender Claim for 0.6% of the New
Equity (the "Subscription Option"). Further, the DIP Lender, on
account of being the holder of the Allowed DIP Lender Claim, will
receive from the Consideration, payment in Cash of the remaining
amount of the Allowed DIP Lender Claim after the DIP Lender has
exercised the Subscription Option to receive its share of the New
Equity.
ESW, in its capacity as the Plan Sponsor, will receive the
remainder of the New Equity, subject to the New Equity provided to
the DIP Lender pursuant to the Subscription Option
It is currently expected that approximately $2,000,000 will be
drawn under the DIP Facility pursuant to the Approved Budget
attached to the DIP Motion, and that this amount will be sufficient
to satisfy all administrative costs during the Chapter 11 Case.
The remainder of any unused portion of the DIP Financing commitment
will comprise Consideration that may be used by the Debtor to fund
the Plan (including payment of administrative expenses and priority
wage claims and taxes).
The RSA requires the Pre-Petition Lender to timely vote in favor
of, and all Parties under the RSA to support and take all actions
appropriate and necessary to facilitate implementation and
consummation of, the Plan, including the filing of a Plan, an
accompanying disclosure statement, and other documents require d to
be filed in connection with the solicitation of votes on the Plan
and to negotiate in good faith each of the Definitive Documents.
The RSA requires the DIP Lender to enter into the DIP Facility as
set forth in the Plan. In exchange, the Debtor agreed to be bound
by several obligations in connection with implementation of its
restructuring, including these case milestones:
Deadline Event
-------- -----
June 5, 2017 Deadline to file a motion to approve the RSA
reasonably acceptable to the Plan Sponsor
Deadline to file the Plan and the Disclosure
Statement
June 9, 2017 Deadline to obtain entry of the Proposed DIP
Order on an interim basis
June 21, 2017 Deadline to obtain entry of an order approving
the RSA on terms reasonably acceptable to the
Plan Sponsor
Deadline to obtain entry of an order
conditionally approving the Disclosure Statement
July 26, 2017 Deadline to obtain entry of an order confirming
the Plan
Additionally, the Debtor agreed to support the Plan and not to
support, directly or indirectly, any other restructuring
alternatives or take any action inconsistent with the Plan.
About FirstRain Inc.
Headquartered in San Mateo, California, FirstRain, Inc. --
http://www.firstrain.com/-- is an enterprise software company
whose core IP is in data science and software algorithms that can
discover, read, discern and summarize useful insights about
companies and markets from a vast universe of content across the
global web and social media. FirstRain offers marketing, sales,
financial, and enterprise intelligence and integration services to
customers in the United States and India. FirstRain, Inc. has a
wholly owned subsidiary in India, FirstRain Software Centre Private
Limited ("FirstRain India"), that provides support and development
services to the Debtor (its sole customer) on a cost plus basis.
FirstRain, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 17-11249) on June 5, 2017.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtor tapped The Rosner Law Group LLC as bankruptcy counsel,
Wilson Sonsini Goodrich & Rosati, PC, as corporate counsel and JND
Corporate Restructuring as claims and noticing agent.
FPUSA LLC: Wants Exclusive Plan Filing Deadline Moved to Oct. 21
----------------------------------------------------------------
FPUSA, LLC, asks the U.S. Bankruptcy Court for the Eastern District
of Texas to further extend the exclusive time period in which to
file a plan of reorganization until Oct. 21, 2017, and the
exclusive time in which to obtain acceptances of a plan until Dec.
21, 2017.
On Jan. 4, 2017, the Court entered its order granting the Debtor's
exclusive right to file a plan until June 1, 2017, and to obtain
acceptances of its plan until Aug. 1, 2017.
From the inception of the case, the Debtor has advised all
interested parties and the Court that its chances of reorganization
hinge on whether it prevails in its district court litigation with
M-I, LLC, and the inter partes review.
Prior to filing for bankruptcy, M-I sued the Debtor in the U.S.
District Court for the Western District of Texas, San Antonio
Division, alleging that the Debtor's Vac-Screen system violates two
of M-I's patents. M-I obtained a preliminary injunction preventing
the Debtor from manufacturing, marketing, selling, servicing,
importing, or exporting the Vac-Screen system. The preliminary
injunction essentially forced the Debtor to cease operations.
Following the entry of the preliminary injunction, M-I continued to
aggressively litigate its patent infringement case against the
Debtor, and the Debtor filed a petition to institute an IPR with
U.S. Patent and Trademark Office seeking a determination that the
Debtor had not violated M-I's patent.
The Debtor expected a ruling in the IPR by June 2017. The Debtor
advised that if its efforts in the IPR failed it would move to
dismiss or convert its bankruptcy case to Chapter 7. If the Debtor
had a successful result in the IPR, it would have a basis to
propose a reorganization plan because the Debtor would at least
have a basis to argue that M-I's competing patent, which is the
subject of the District Court Action, is no longer valid and that
the injunction precluding the Debtor from operating should be
lifted.
On May 24, 2017, the Debtor obtained a favorable result in the IPR
wherein the Patent Office determined that most of the claims in
M-I's two patents were unpatenable.
The Debtor says the Patent Office's ruling is a positive
development with respect to its ability to reorganize. However,
because the ruling was just issued, the Debtor has not yet had a
chance to fully assess its impact. This includes the ruling's
impact on the District Court Action, including asking the District
Court to lift the injunction based upon the ruling, the affect the
IPR ruling will have on the merits of the M-I litigation, which
trial is set to occur in the first quarter of 2018, and how all of
this affects the Debtor's ability to propose a reorganization plan
which would largely depend upon the value of the Vac-Screen system.
On this latter point, the Debtor has been in preliminary
discussions with third-parties about purchasing the system and has
been considering the possibility of a reorganization plan that
proposes a Section 363 sale of this asset to the highest bidder
with an initial stalking horse bid.
The Debtor believes extending the exclusivity period will enhance
the Debtor's ability to focus on the impact of the Patent Office's
ruling and all of its options as a result thereof. The filing of a
competing Chapter 11 plan during this process would present a
significant distraction to a debtor with limited resources at
present and would wholly undermine any efforts to reorganize or
maximize the value of the Debtor's primary asset, which would harm
the estate's creditors. Had the Patent Office ruled against the
Debtor this case would likely be dismissed or converted. But with
a favorable ruling, a viable basis to propose a reorganization plan
that contemplates continuing in business or a plan that
contemplates the sale of the Vac-Screen asset to pay creditor
claims exists. Because the ruling was only issued a week ago, the
Debtor has not had sufficient time to consider its full impact.
The Debtor is currently paying all of its bills as they become due,
and no creditor will be prejudiced if exclusivity is extended. The
Debtor is current on its quarterly payments to the U.S. Trustee and
has filed all monthly operating reports.
About FPUSA, LLC
FPUSA, LLC provides solids control equipment and personnel to the
oil and gas industry.
FPUSA, LLC filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
16-40742), on April 21, 2016. The petition was signed by Robert
Russell, sole executive committee member. The case is assigned to
Hon. Brenda T. Rhoades. At the time of filing, the Debtor had $1
million to $10 million in estimated assets and $1 million to $10
million in estimated liabilities.
The Debtor's counsel is John T. Richer, Esq. at Hall Estill
Hardwick Gable Golden Nelson, P.C.
FUNCTION(X) INC: Expects to Default on $3.28M Rant Note
-------------------------------------------------------
On April 18, 2017, Function(x) Inc. entered into a Note Exchange
Agreement with the holder of the $3,000,000 promissory note issued
by the Company on July 8, 2016, in connection with the Company's
acquisition of the assets of Rant, Inc., and issued its Amended and
Restated 12% Secured Convertible Promissory Note in the amount of
$3,284,000, which Note matures on June 1, 2017. The failure of the
Company to file its Form 10-Q for the period ending March 31, 2017,
constitutes a "Public Information Failure" (as defined in the
Exchange Agreement) and as a result, the Company became obligated
to pay the Holder, an amount in cash equal to one percent of the
greater of the product of (A) the aggregate number of shares of
common stock which the holder is entitled to convert pursuant to
the Note and (B) the closing bid price of the common stock on the
trading day immediately preceding the Public Information Failure,
and on every 30th day (prorated for periods less than thirty days)
thereafter until the Public Information Failure is cured. The
payments are due on the earlier of the last day of the month in
which the Public Information Failure occurred and the third
business day after the failure is cured. If not paid timely those
payments bear interest at the rate of 1.5% per month (prorated when
made). The Company does not anticipate it will be able to pay the
Note on the due date and therefore will be in default under the
Note on the date that is five business days following the due
date.
About Function(x)Inc.
Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified
media and entertainment company. The Company conducts three lines
of businesses, which are digital publishing through Wetpaint.com,
Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming
through DraftDay Gaming Group, Inc. (DDGG), and digital content
distribution through Choose Digital, Inc. (Choose Digital). The
Company's segments include Wetpaint, which is a media channel
reporting original news stories and publishing information content
covering television shows, music, celebrities, entertainment news
and fashion; Choose Digital, which is a business-to-business
platform for delivering digital content; DDGG, which is a
business-to-business operator of daily fantasy sports, and Other.
The Company's digital publishing business also includes Rant, which
is a digital publisher that publishes original content in over 13
verticals, such as in sports, entertainment, pets, cars and food.
The Company incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million for
the year ended June 30, 2015. As of Dec. 31, 2016, Function(x) had
$31.80 million in total assets, $27.94 million in total liabilities
and $3.85 million in total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2016, citing that the Company has suffered recurring
losses from operations and at June 30, 2016, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.
FUNCTION(X) INC: Receives Nasdaq Notice; Hearing Requested
----------------------------------------------------------
Function(x) Inc. announced that on May 25, 2017, the Listing
Qualifications Department of The NASDAQ Stock Market LLC notified
the Company that, due to the late filing of its Form 10-Q for the
period ending March 31, 2017, with the Securities and Exchange
Commission, the Company's securities would be subject to delisting
unless the Company timely requests a hearing before the NASDAQ
Hearings Panel.
The Company requested a hearing before the Panel. At the hearing,
the Company will present its plan to file the Form 10-Q to the
Panel and request a further extension to do so. The hearing
request will automatically stay any delisting action by NASDAQ, but
only for a period of 15 days. As such, the Company also requested
a further stay of any delisting action by NASDAQ at least until the
Panel has issued its decision following the hearing and the
expiration of any extension that may be granted by the Panel.
About Function(x)Inc.
Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified
media and entertainment company. The Company conducts three lines
of businesses, which are digital publishing through Wetpaint.com,
Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming
through DraftDay Gaming Group, Inc. (DDGG), and digital content
distribution through Choose Digital, Inc. (Choose Digital). The
Company's segments include Wetpaint, which is a media channel
reporting original news stories and publishing information content
covering television shows, music, celebrities, entertainment news
and fashion; Choose Digital, which is a business-to-business
platform for delivering digital content; DDGG, which is a
business-to-business operator of daily fantasy sports, and Other.
The Company's digital publishing business also includes Rant, which
is a digital publisher that publishes original content in over 13
verticals, such as in sports, entertainment, pets, cars and food.
The Company incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million for
the year ended June 30, 2015. As of Dec. 31, 2016, Function(x) had
$31.80 million in total assets, $27.94 million in total liabilities
and $3.85 million in total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2016, citing that the Company has suffered recurring
losses from operations and at June 30, 2016, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.
GALLANT CAPITAL: Esther DuVal Named Chapter 11 Trustee
------------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York entered an order approving the
appointment of Esther DuVal, CPA, as the Chapter 11 Trustee for
Gallant Capital Markets.
The Order was made pursuant to the United States Trustee's
Application for an order approving the appointment of Esther DuVal,
CPA as chapter 11 trustee for the Debtor.
About Gallant Capital Markets
Gallant Capital Markets is a foreign exchange broker incorporated
in the British Virgin Islands. Gallant Capital sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
17-41814) on April 14, 2017. The petition was signed by Salvatore
Bucellato, CEO. Judge Elizabeth S. Stong is the case judge.
At the time of the filing, the Debtor estimated assets and
liabilities at $1 million to $10 million.
No trustee, examiner or committee has been appointed in the
Debtor's case.
GELTECH SOLUTIONS: Major Shareholder Buys 423K Shares Plus Warrants
-------------------------------------------------------------------
Mr. Michael Reger, the president, director and principal
shareholder of GelTech Solutions, Inc. purchased 423,729 shares of
the Company's common stock and 211,835 two-year warrants
exercisable at $2.00 per share for $100,000.
All of the securities were issued without registration under the
Securities Act of 1933 in reliance upon the exemption provided in
Section 4(a)(2) and Rule 506(b) thereunder.
About GelTech
Jupiter, Fla.-based GelTech Solutions. Inc. is a Delaware
corporation organized in 2006. The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.
GelTech Solutions reported a net loss of $4.67 million on $1.20
million of sales for the year ended Dec. 31, 2016, compared with a
net loss of $6.02 million on $1.31 million of sales for the year
ended Dec. 31, 2015. As of March 31, 2017, Geltech had $2.44
million in total assets, $9.04 million in total liabilities and a
total stockholders' deficit of $6.59 million.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has a net
loss and net cash used in operating activities in of $4,672,043 and
$3,344,593, respectively, for the year ended December 31, 2016 and
has an accumulated deficit and stockholders' deficit of $47,957,926
and $6,363,616, respectively, at Dec. 31, 2016. These matters
raise substantial doubt about the Company's ability to continue as
a going concern.
GENTLEPRO HOME: Taps Curtis Group's Thomas Curtis as Accountant
---------------------------------------------------------------
Gentlepro Home Health Care, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire an
accountant.
The Debtor proposes to hire Thomas Curtis, a certified public
accountant employed with The Curtis Group Inc., to complete its
cost reports for 2016, and to pay him a fee of $2,015 for his
services.
Mr. Curtis disclosed in a court filing that he and his firm do not
represent any interest adverse to the Debtor or its bankruptcy
estate.
Mr. Curtis maintains an office at:
Thomas M. Curtis
The Curtis Group Inc.
7000 Piper Glen Drive, Suite D
Springfield, IL 62711
Tel: (217) 483-9092
Fax: (217) 483-9088
Email: tcurtiscpa@gmail.com
About Gentlepro Home Health Care
Gentlepro Home Health Care, Inc. provides home health care
services, including nursing and rehabilitation therapy to
individuals throughout the Chicagoland area. Due to complications
and delay in receiving Medicare payments, and lawsuits initiated by
two of its creditors, it was forced to file bankruptcy.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-11377). Edith Querubin, president, signed the petition. At the
time of filing, the Debtor estimated assets of less than $100,000
and liabilities of less than $500,000.
The case is assigned to Judge Janet S. Baer. The Debtor is
represented by Joshua D. Greene at the firm of Springer Brown, LLC.
GIDEON AUTO SALES: Taps David C. Rubin as Legal Counsel
-------------------------------------------------------
Gideon Auto Sales, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire the Law Offices of David C. Rubin PA
to, among other things, give legal advice regarding the
administration of its case, communicate with creditors, and assist
in negotiations and preparation of a plan of reorganization.
David Rubin, Esq., disclosed in a court filing that the firm and
its attorneys are "disinterested persons" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
David C. Rubin, Esq.
Law Offices of David C. Rubin PA
6800 SW 40, Street #352
Miami, FL 33155
Phone: 305-804-1898
Email: david3051@aol.com
About Gideon Auto Sales LLC
Gideon Auto Sales, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-16010) on May 12,
2017. Gideon Harari, manager, signed the petition.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
GYMBOREE CORP: S&P Lowers CCR to 'D' on Missed Interest Payment
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on San
Francisco-based The Gymboree Corp. to 'D' from 'CC'.
At the same time, S&P lowered its issue-level rating on the
company's senior secured term loan ($769.1 million outstanding as
of Jan. 28, 2017) to 'D' from 'CC'. The recovery rating on this
debt instrument remains unchanged at '4', indicating S&P's
expectation for average (30%-50%; rounded estimate: 30%) recovery
in the event of default.
The issue-level rating on the company's 9.125% senior unsecured
notes ($171 million outstanding as of Jan. 28, 2017) due Dec. 1,
2018, remains 'D'. The '6' recovery rating indicates S&P's
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of default.
The downgrade follows Gymboree's decision not to make its interest
payment due yesterday on its senior notes and enter into a 30-day
grace period. S&P believes the company will likely elect not to
meet its debt obligations with lenders and bondholders until it has
agreed on a financial restructuring plan with them. Technically, a
payment default has not yet occurred under the indenture governing
the notes, which provides a 30-day grace period. However, S&P
believes there is a high likelihood that the company will not make
the interest payment in full within the stated grace period, given
that the company is in negotiations with lenders and bondholders to
restructure its debt. Roughly $872 million of the company's
roughly $1.1 billion total debt is due within 12 months and
operating trends continue to deteriorate.
HAMILTON ENGINEERING: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Hamilton Engineering, Inc.
34000 Autry
Livonia, MI 48150
Business Description: Hamilton Engineering --
http://www.hamiltonengineering.com--
manufactures water heating systems for a
wide variety of commercial applications
from self-service laundries to apartment
buildings, hospital laundry facilities,
and many more. The Company also provides
water treatment systems, pre-plumbed
packages, tank type heaters, copper-finned
tube type heaters, storage tanks, and odd
and hot water systems, as well as
components, such as pumps, expansion tanks,
and venting products.
Chapter 11 Petition Date: June 3, 2017
Case No.: 17-48381
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Maria L. Oxholm
Debtor's Counsel: Elliot G. Crowder, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: 248-354-7906
E-mail: ecrowder@sbplclaw.com
- and -
Ernest Hassan, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
E-mail: ehassan@sbplclaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christina McIlhenney, shareholder.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb17-48381.pdf
HOST HOTELS: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue-level rating and '2'
recovery rating to Bethesda, Md.-based Host Hotels & Resorts Inc.'s
subsidiary Host Hotels & Resorts L.P.'s $1.5 billion credit
facilities consisting of a $500 million term loan due 2021 and a $1
billion revolving credit facility due 2021. The '2' recovery
rating indicates S&P's expectation for substantial (70% to 90%;
rounded estimate: 85%) recovery for lenders in the event of a
payment default. The company used the proceeds from the new credit
facilities to refinance its $500 million term loan due 2017 and its
$1 billion revolving credit facility due 2018.
S&P also affirmed its 'BBB-' issue-level rating on Host's senior
notes and existing $500 million term loan due 2020, which will
remain outstanding. S&P revised the recovery rating on the term
loan and notes to '2' from '1'.
The prior facilities contained provisions that would cause
subsidiary guarantees and equity pledges to spring into place if
Host's leverage ratio were to exceed 6x for two consecutive fiscal
quarters at a time when Host does not carry an investment-grade
long-term unsecured debt rating. However, Host has removed these
provisions from the new facilities, making all of Host's debt
entirely unsecured.
Although the 'BBB-' issue-level rating on the new credit facilities
is the same issue-level rating as the prior facilities, the '2'
recovery rating is less favorable than the recovery rating on the
prior credit facilities because S&P generally caps its recovery
rating on unsecured debt to account for the greater risk of the
impairment of recovery prospects by the issuance of additional
secured or pari passu debt prior to default. For most corporate
entities with a corporate credit rating in the 'BB' category, S&P
caps its recovery rating on unsecured debt at '3'. However, for
unsecured debt with recovery prospects of 70% or more and with more
restrictive financial covenants common in unsecured real estate
investment trust (REIT) loan documents, S&P caps its unsecured debt
recovery rating at '2'. These restrictive covenants include a
maximum unsecured debt to unencumbered assets ratio or a minimum
unencumbered assets to unsecured debt ratio. S&P believes these
covenants would help preserve value for unsecured lenders in the
event of a default because they would restrict the amount of
additional debt that can be incurred. S&P believes Host has
financial covenants in its credit agreement and senior notes
indenture similar to those at other S&P Global Ratings rated REITs
with unsecured debt with a recovery rating of '2'.
S&P's 'BB+' corporate credit rating and stable rating outlook on
Host are unchanged.
RECOVERY ANALYSIS
Key analytical factors:
-- The '2' recovery rating reflects the recovery rating cap on
unsecured debt with restrictive covenants common in REIT
loan documents and S&P's expectation for substantial (70% to
90%; rounded estimate: 85%) recovery for lenders in a
simulated default scenario. The 85% rounded recovery
estimate is lower than the full recovery implied by S&P's
current emergence valuation in its hypothetical default
scenario compared to the current level of outstanding
unsecured debt. This is because S&P assumes Host would add
some level of debt to the capital structure prior to
default, despite restrictive covenants.
-- S&P's simulated default scenario contemplates a payment
default in 2022, and assumes the following: a severe
economic downturn having a negative impact on hotel demand;
increased competition; external shocks that discourage
travel; cyclical overbuilding in the hotel industry; and an
85% drawn revolving credit facility at default.
-- S&P assumes that the company's assets would be sold to other
hotel investors. As a result, S&P uses a discrete asset
approach to value the company on a property-by-property
basis.
-- S&P applies a 35% stress to net operating income and S&P
uses a 9.63% capitalization rate to arrive at the gross
discrete asset value.
Simplified waterfall:
-- Net enterprise value available to lenders after 5%
bankruptcy administrative costs and 5% property level sales
and marketing expenses: $6.8 billion.
-- Unsecured debt (including unsecured senior notes and
unsecured credit facilities): $4.7 billion.
-- Recovery expectations: 70% to 90% (rounded estimate:
85%).
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
Host Hotels & Resorts Inc.
Corporate Credit Rating BB+/Stable/--
New Rating
Host Hotels & Resorts L.P.
$500 mil. term loan due 2021
Senior Unsecured BBB-
Recovery Rating 2 (85%)
$1 bil. revolver due 2021
Senior Unsecured BBB-
Recovery Rating 2 (85%)
Rating Affirmed; Recovery Rating Revised
Host Hotels & Resorts L.P.
To From
Senior Unsecured BBB- BBB-
Recovery Rating 2 (85%) 1 (95%)
HOVNANIAN ENTERPRISES: Incurs $6.7 Million Net Loss in 2nd Quarter
------------------------------------------------------------------
Hovnanian Enterprises, Inc. reported results for its fiscal second
quarter and six months ended April 30, 2017.
"We made progress during our second fiscal quarter toward our goal
of returning to consistent profitability. We experienced a strong
spring selling season reflected in an 18.5% increase in net
contracts per active selling community during the quarter," stated
Ara K. Hovnanian, chairman of the Board, president and chief
executive officer. "As we discussed last quarter, the cumulative
effect of our decision to exit four underperforming markets,
temporarily reduce our overall land spend and pay off $320 million
of maturing debt has led to decreases in our community count, net
contracts, deliveries and revenues over the short term. Given
these limitations, our second quarter results overall were in line
with our expectations."
"Our focus remains on execution, further operational improvements
and reloading our land position. We finished the quarter with
liquidity in excess of our target range, and our land acquisition
teams continue to find new land parcels throughout the country so
that we can grow our land position, which, assuming no changes in
market conditions should ultimately result in higher levels of
deliveries and profitability going forward. We are confident we
are taking the appropriate steps to best position our company for
success in the future," commented Mr. Hovnanian.
Total revenues were $585.9 million in the second quarter of fiscal
2017, a decrease of 10.5% compared with $654.7 million in the
second quarter of fiscal 2016. For the six months ended April 30,
2017, total revenues decreased 7.5% to $1.14 billion compared with
$1.23 billion in the first half of the prior year.
Homebuilding revenues for unconsolidated joint ventures increased
236.0% to $86.6 million in the second quarter of fiscal 2017,
compared with $25.8 million in the second quarter of fiscal 2016.
For the six months ended April 30, 2017, homebuilding revenues for
unconsolidated joint ventures increased 229.1% to $151.5 million
compared with $46.0 million in the first half of the prior year.
For the second quarter of 2017, total SG&A decreased by $7.4
million, or 10.8%, year over year. Total SG&A was $61.5 million,
or 10.5% of total revenues, for the second quarter ended April 30,
2017 compared with $69.0 million, or 10.5% of total revenues, in
last year's second quarter. For the first half of 2017, total SG&A
decreased by $11.2 million, or 8.4%, year over year. Total SG&A
decreased to $121.6 million, or 10.7% of total revenues, for the
first six months of fiscal 2017 compared with $132.8 million, or
10.8% of total revenues, in the first half of the prior fiscal
year.
Interest incurred (some of which was expensed and some of which was
capitalized) decreased by 11.5% to $39.2 million for the second
quarter of fiscal 2017 compared with $44.2 million in the same
quarter one year ago. For the six months ended April 30, 2017,
interest incurred decreased 9.7% to $77.9 million compared with
$86.2 million during the same six-month period last year.
Total interest expense decreased 6.4% to $42.6 million in the
second quarter of fiscal 2017 compared with $45.5 million in the
second quarter of fiscal 2016. Total interest expense was $83.6
million for the first half of both fiscal 2017 and 2016.
Homebuilding gross margin percentage improved to 12.6% for the
second quarter of fiscal 2017 compared with 11.1% in the prior
year's second quarter. During the first six months of fiscal 2017,
homebuilding gross margin percentage improved significantly to
13.0% compared with 11.3% in the same period of the previous year.
Homebuilding gross margin percentage, before interest expense and
land charges included in cost of sales, improved to 16.5% for the
second quarter of fiscal 2017 compared with 16.1% in the prior
year's second quarter. During the first six months of fiscal 2017,
homebuilding gross margin percentage, before interest expense and
land charges included in cost of sales, improved to 16.8% compared
with 16.3% in the same period of the previous year.
Loss before income taxes for the quarter ended April 30, 2017, was
$7.7 million compared to a loss before income taxes of $17.6
million during the second quarter of 2016. For the first half of
fiscal 2017, the loss before income taxes was $7.4 million compared
to a loss before income taxes of $30.8 million during the first six
months of fiscal 2016.
Net loss was $6.7 million, or $0.05 per common share, in the second
quarter of fiscal 2017, compared with a net loss of $8.5 million,
or $0.06 per common share, during the same quarter a year ago. For
the six months ended April 30, 2017, the net loss was $6.8 million,
or $0.05 per common share, compared with a net loss of $24.6
million, or $0.17 per common share, in the first half of fiscal
2016.
Adjusted EBITDA as a percentage of total revenues improved to 6.5%
during the second quarter of fiscal 2017 compared with 6.1% for the
second quarter of fiscal 2016. For the six months ended April 30,
2017, Adjusted EBITDA as a percentage of total revenues improved to
6.8% compared with 6.4% during the same period a year ago.
During the second quarter of fiscal 2017, Adjusted EBITDA decreased
3.7% to $38.2 million compared with $39.7 million during the second
quarter of fiscal 2016. For the first half of fiscal 2017,
Adjusted EBITDA decreased 1.1% to $77.7 million compared with $78.5
million during the first six months of fiscal 2016.
Adjusted EBITDA to interest incurred improved to 0.98x for the
second quarter ended April 30, 2017, compared with 0.90x in the
second quarter of the prior year. Adjusted EBITDA to interest
incurred improved to 1.00x for the six months ended April 30, 2017
compared with 0.91x in the first half of the prior year.
Reflecting a strong spring selling season, consolidated net
contracts per active selling community increased 18.5% to 10.9 net
contracts per active selling community for the second quarter of
fiscal 2017 compared with 9.2 net contracts per active selling
community in the second quarter of fiscal 2016. Net contracts per
active selling community, including unconsolidated joint ventures,
increased 14.4% to 10.3 net contracts per active selling community
for the quarter ended April 30, 2017 compared with 9.0 net
contracts, including unconsolidated joint ventures, per active
selling community in last year's second quarter.
For May 2017, consolidated net contracts per active selling
community increased to 3.6 net contracts per active selling
community compared to 2.9 net contracts per active selling
community for the same month one year ago. During May 2017, the
number of consolidated net contracts decreased to 509 homes from
512 homes in May 2016 and the dollar value of net contracts
decreased 8.3% to $197.2 million in May 2017 compared with $215.0
million for May 2016.
For May 2017, net contracts per active selling community, including
unconsolidated joint ventures, increased to 3.4 net contracts per
active selling community compared to 2.8 net contracts per active
selling community for the same month one year ago. During May
2017, the number of net contracts, including unconsolidated joint
ventures, increased 6.6% to 567 homes from 532 homes in May 2016
and the dollar value of net contracts, including unconsolidated
joint ventures, increased 2.8% to $230.2 million in May 2017
compared with $224.0 million for May 2016.
As of the end of the second quarter of fiscal 2017, active selling
communities, including unconsolidated joint ventures, decreased
18.3% to 170 communities compared with 208 communities at April 30,
2016. Consolidated active selling communities decreased 25.5% to
146 communities as of April 30, 2017 from 196 communities at the
end of the prior year’s second quarter.
For the second quarter ended April 30, 2017, the number of net
contracts, including unconsolidated joint ventures, decreased 6.1%
to 1,748 homes from 1,862 homes for the same quarter last year. The
number of consolidated net contracts, during the second quarter of
fiscal 2017, decreased 12.3% to 1,590 homes compared with 1,812
homes during the second quarter of 2016.
During the first half of fiscal 2017, the number of net contracts,
including unconsolidated joint ventures, was 3,060 homes, a
decrease of 11.4% from 3,454 homes during the first six months of
fiscal 2016. The number of consolidated net contracts, during the
six month period ended April 30, 2017, decreased 17.3% to 2,763
homes compared with 3,343 homes in the same period of the previous
year.
The dollar value of contract backlog, including unconsolidated
joint ventures, as of April 30, 2017, was $1.27 billion, a decrease
of 19.7% compared with $1.58 billion as of April 30, 2016. The
dollar value of consolidated contract backlog, as of April 30,
2017, decreased 23.6% to $1.09 billion compared with $1.43 billion
as of April 30, 2016.
For the quarter ended April 30, 2017, deliveries, including
unconsolidated joint ventures, decreased 9.1% to 1,497 homes
compared with 1,647 homes during the second quarter of fiscal 2016.
Consolidated deliveries were 1,358 homes for the second quarter of
fiscal 2017, a 15.0% decrease compared with 1,598 homes during the
same quarter a year ago.
For the six months ended April 30, 2017, deliveries, including
unconsolidated joint ventures, decreased 7.0% to 2,895, homes
compared with 3,113 homes in the first half of the prior year.
Consolidated deliveries were 2,648 homes in the first half of
fiscal 2017, a 12.3% decrease compared with 3,020 homes in the same
period in fiscal 2016.
The consolidated contract cancellation rate for the three months
ended April 30, 2017 decreased to 18%, compared with 19% in the
second quarter of the prior year. The contract cancellation rate,
including unconsolidated joint ventures, for the second quarter of
fiscal 2017 decreased to 19%, compared with 20% in the second
quarter of fiscal 2016.
The valuation allowance was $628.0 million as of April 30, 2017.
The valuation allowance is a non-cash reserve against the tax
assets for GAAP purposes. For tax purposes, the tax deductions
associated with the tax assets may be carried forward for 20 years
from the date the deductions were incurred.
Liquidity AND Inventory as of April 30, 2017:
Total liquidity at the end of the second quarter of fiscal 2017 was
$284.3 million.
For the first time since the first quarter of fiscal 2016, total
land position, including unconsolidated joint ventures, increased
sequentially from 31,178 lots as of January 31, 2017 to 31,511 lots
as of April 30, 2017. The total land position, including
unconsolidated joint ventures, was 31,511 lots, consisting of
14,314 lots under option and 17,197 owned lots, as of April 30,
2017, compared with a total of 34,997 lots as of April 30, 2016.
In the second quarter of fiscal 2017, approximately 2,600 lots were
put under option or acquired in 38 communities, including
unconsolidated joint ventures.
Comments from management:
"Although adjusted homebuilding EBIT to inventory return metric is
lower than historical levels for the entire industry, we are
pleased that our adjusted homebuilding EBIT to inventory return
metric continues to rank us in the top quartile when compared to
our peers. We have a lot of opportunity for future upside,"
concluded Mr. Hovnanian.
A full-text copy of the press release is available for free at:
https://is.gd/pgMgy8
About Hovnanian Enterprises
Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia. The Company's homes are marketed and sold under the
trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes,
Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt
Homes. As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.
Hovnanian reported a net loss of $2.81 million on $2.75 billion of
total revenues for the year ended Oct. 31, 2016, compared to a net
loss of $16.10 million on $2.14 billion of total revenues for the
year ended Oct. 31, 2015.
As of Jan. 31, 2017, Hovnanian had $2.14 billion in total assets,
$2.27 billion in total liabilities and a total stockholders'
deficit of $128.28 million.
* * *
As reported by the TCR on April 22, 2016, Moody's Investors Service
downgraded the Corporate Family Rating of Hovnanian Enterprises to
'Caa2' and Probability of Default Rating to 'Caa2-PD'. The
downgrade of the Corporate Family Rating reflects Moody's
expectation that Hovnanian will need to dispose of assets and seek
alternative financing methods in order to meet its upcoming debt
maturity wall.
Hovnanian carries a 'CCC+' corporate credit rating from S&P Global
Ratings.
In August 2016, Fitch Ratings affirmed the ratings of Hovnanian
Enterprises, including the company's Long-Term Issuer Default
Rating (IDR) at 'CCC' following the recently announced financing
commitments and proposed tender offer for its existing unsecured
notes.
INTREPID POTASH: May Issue 4.6 Common Shares Under Amended EIP
--------------------------------------------------------------
Intrepid Potash, Inc., filed with the Securities and Exchange
Commission a Form S-8 registration statement to register 4,652,599
shares of common stock, par value $0.001 per share, of the Company
issuable under the Amended and Restated Equity Incentive Plan. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/Ftlmu0
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 March 31, 2017, Intrepid had $539.1 million in total assets,
$131.0 million in total liabilities and $408.0 million in total
stockholders' equity.
INTREPID POTASH: Stockholders Elect Two Class III Directors
-----------------------------------------------------------
Intrepid Potash, Inc. held its 2017 annual meeting of stockholders
on May 31, 2017, at which the stockholders:
(1) elected elected Robert P. Jornayvaz III and Hugh E. Harvey,
Jr. as Class III directors to the Company's Board of
Directors to serve three-year terms expiring at the 2020
annual meeting of stockholders;
(2) ratified the appointment of KPMG LLP as the Company's
independent registered public accounting firm for 2017;
(3) approved, on an advisory basis, the Company's executive
compensation;
(4) approved, on an advisory basis, the "one year" frequency of
the future advisory vote on the Company's executive
compensation; and
(5) approved the Company's Amended and Restated Equity
Incentive Plan.
The EIP is designed to provide long-term equity incentives to
attract, retain, and motivate eligible employees, directors, and
consultants and to align their interests with those of the
Company's stockholders. The EIP is designed with the flexibility
to award restricted stock, restricted stock units, performance
awards, incentive stock options, non-qualified stock options, stock
appreciation rights, cash-based awards, and other stock-based
awards to eligible individuals. The EIP includes the following
changes as compared to its previous version:
* Authorizes an additional 4,652,599 new shares of common stock
for grant under the EIP, which when added to the shares
available for grant as of March 22, 2017, authorizes a total
of 5,000,000 shares of common stock for grant under the EIP,
less grants made after March 22, 2017, and prior to May 31,
2017.
* Extends the term of the EIP by one year to May 31, 2027.
* Provides that dividends and dividend equivalents may not be
paid on an unvested award unless and until the award vests.
* Changes the share counting so that full value awards count
against the EIP limit by one share.
* Adjusts the annual per-participant limits on certain types of
awards, such that no participant may be granted within any
calendar year one or more (a) options or stock appreciation
rights that in the aggregate are for more than 2,000,000
shares of stock (or 2 times that limit in the case of a new
hire or promotion); and (b) awards of restricted stock and
restricted stock units subject to performance goals for more
than an aggregate of 4,000,000 shares of stock.
* Makes other minor administrative changes to the EIP.
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 March 31, 2017, Intrepid had $539.08 million in
total assets, $131.04 million in total liabilities and $408.04
million in total stockholders' equity.
ITUS CORP: Has $8.1 Million in Cash on Hand as of May 31
--------------------------------------------------------
ITUS Corporation furnished with the Securities and Exchange
Commission a copy of its investor presentation used in connection
with its presentations to certain potential investors in the
Company at an event hosted by WallStreet Research in Los Angeles CA
on May 31, 2017.
Financial highlights for 2017 include cash on hand of $8.1 million
as of May 26, 2017. The Company has a monthly cash burn of
$350,000. ITUS had $3 million debt and 15.1 million shares
outstanding as of May 26, 2017.
The Presentation is available for free at https://is.gd/gBSTtK
About ITUS Corporation
ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion. The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.
CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.
ITUS Corp reported a net loss of $5.01 million on $300,000 of
total revenue for the year ended Oct. 31, 2016, compared to a net
loss of $1.37 million on $9.25 million of total revenue for the
year ended Oct. 31, 2015.
As of April 30, 2017, ITUS had $7.24 million in total assets, $3.66
million in total liabilities and $3.58 million in total
shareholders' equity.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Oct. 31, 2016, citing that the Company has
limited working capital and limited revenue-generating operations
and a history of net losses and net operating cash flow deficits.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
J. CREW: Bank Debt Trades at 33% Off
------------------------------------
Participations in a syndicated loan under J. Crew is a borrower
traded in the secondary market at 66.96 cents-on-the-dollar during
the week ended Friday, May 26, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents an increase of
0.33 percentage points from the previous week. J. Crew pays 300
basis points above LIBOR to borrow under the $1.56 billion
facility. The bank loan matures on Feb. 27, 2021 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 May 26.
JACK COOPER: Reaches Agreement on Fourth Extension of Offers
------------------------------------------------------------
Jack Cooper Enterprises, Inc. ("JCEI") and Jack Cooper Holdings
Corp. ("JCHC" and, together with JCEI, the "Company") on June 1,
2017, disclosed that the Company has reached an agreement in
principle with an ad hoc group (the "Ad Hoc Group") of holders of
the JCHC 9.25% Senior Secured Notes due 2020 (the "JCHC Notes") on
the terms of a consensual restructuring transaction. The Ad Hoc
Group holds 74.45% of the JCHC Notes and 14.63% of the JCEI
10.50%/11.25% Senior PIK Toggle Notes due 2019 (the "JCEI Notes"
and together with the JCHC Notes, the "Existing Notes"). The Ad
Hoc Group is also working together with other noteholders that
together with the Ad Hoc Group hold 86.26% of the JCHC Notes and
42.16% of the JCEI Notes.
The parties have agreed that the Company will amend the terms of
the previously announced cash tender offer (the "Existing JCEI
Offer") to purchase any and all of the JCEI Notes and exchange
offer (the "Existing JCHC Offer" and together with the Existing
JCEI Offer, the "Existing Offers") for any and all of the JCHC
Notes for cash and warrants to purchase shares of non-voting common
stock of JCEI described in the offer to purchase and offering
memorandum (as amended, the "Offering Memorandum") to provide for
the following:
Amended JCHC Offer. Eligible Holders of JCHC Notes that tender
their JCHC Notes and are Consenting Holders (as defined below) will
receive:
-- $550 in cash for each $1,000 of JCHC Notes tendered (which
includes a $50 Consent and Forbearance Payment), and
-- warrants to purchase non-voting common stock of JCEI (which
in the aggregate, assuming full participation in the Amended JCHC
Offer, will equal 10% of the common equity of JCEI on a
fully-diluted basis and after giving effect to any additional
equity issued in connection with obtaining financing to fund the
transactions) (the "Amended JCHC Offer").
Amended JCEI Offer. Eligible Holders of JCEI Notes that tender
their JCEI Notes and are Consenting Holders will continue to
receive $150 in cash for each $1,000 of JCEI Notes tendered (which
includes a $11.50 Consent and Forbearance Payment) (the "Amended
JCEI Offer" and together with the Amended JCHC Offer, the "Amended
Offers").
Subject to agreement upon mutually acceptable definitive
documentation, each member of the Ad Hoc Group has agreed in
principle to tender their Existing Notes pursuant to the terms of
the Amended Offers, deliver their applicable Consents (as defined
in the Offering Memorandum) in the Consent Solicitation (as defined
in the Offering Memorandum) and vote in favor of a prepackaged plan
of reorganization (the "Prepackaged Plan") that would be
implemented if the revised minimum tender conditions described
below are not satisfied. The parties also intend to negotiate and
enter into a mutually acceptable form of restructuring support
agreement (the "Restructuring Support Agreement"), pursuant to
which they will agree to support and take all actions necessary to
consummate the Amended Offers and/or the Prepackaged Plan.
The Company also announced a fourth extension of the Existing
Offers. The Existing Offers are now scheduled to expire at 5:00
p.m., New York City time, on Monday, June 12, 2017, unless further
extended or earlier terminated in accordance with the Offering
Memorandum. The Company intends to distribute an amended and
restated Offering Memorandum to Eligible Holders containing the
terms of the Amended Offers as promptly as practicable.
As of 5:00 p.m., New York City time, on May 30, 2017, 51.37% of the
JCEI Notes had been validly tendered and not withdrawn pursuant to
the Existing JCEI Offer. However, as of 5:00 p.m.,
New York City time, on May 30, 2017, 0.00% of the Existing JCHC
Notes had been validly tendered and not withdrawn pursuant to the
Existing JCHC Offer. The withdrawal deadlines for the Offers have
not been extended, but will be extended in connection with the
Amended Offers when the amended and restated Offering Memorandum is
distributed to Eligible Holders.
Pursuant to the Amended Offers, only Eligible Holders that validly
tender their Existing Notes, deliver their Consents in the Consent
Solicitation, vote in favor of the Plan and deliver signed joinders
to the Restructuring Support Agreement (such holders, "Consenting
Holders") will receive the applicable Consent and Forbearance
Payment. The Total Consideration for any Non-Consenting Holders in
the Amended Offers will be reduced by the amount of the Consent and
Forbearance Payment (the reductions for which will be $50 for the
Amended JCHC Offer and $11.50 for the Amended JCEI Offer).
The Amended Offers will be conditioned, among other things, upon a
minimum tender condition of 98% in the Amended JCEI Offer and 98%
in the Amended JCHC Offer (collectively, the "Minimum Threshold").
If the Minimum Threshold is not satisfied, but the Company receives
the requisite approvals for the Prepackaged Plan, the Company will
file a case under Chapter 11 of the Bankruptcy Code to effectuate
the Amended Offers. The Prepackaged Plan will compromise only the
rights of the holders of Existing Notes, the requisite holders of
which have consented to the Prepackaged Plan. All other creditors
of the Company are expected to be paid in the ordinary course of
business.
There can be no assurance that the Company will consummate the
Amended Offers as contemplated by the agreement in principle with
the Ad Hoc Group described in this press release. The Amended
Offers will also continue to be subject to the financing conditions
set forth in the Offering Memorandum.
About Jack Cooper
Jack Cooper Enterprises, Inc., is the direct parent of Jack Cooper
Holdings Corp., based in Kansas City, MO, a leading provider of
over-the-road transportation of automobiles, SUVs and light trucks
in the U.S. and Canada.
Jack Cooper reported a net loss of $33.27 million on $667.84
million of operating revenues for the year ended Dec. 31, 2016,
compared to a net loss of $69.91 million on $728.58 million of
operating revenues for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, Jack Cooper had $279.11 million in total
assets, $628.96 million in total liabilities and a total
stockholders' deficit of $349.85 million.
* * *
As reported by the TCR on Dec. 14, 2016, S&P Global Ratings said it
has lowered its corporate credit rating on Jack Cooper Holdings
Corp. to 'SD' from 'CC'. "The downgrade follows Jack Cooper's
announcement that it has completed the exchange of its senior
unsecured PIK toggle notes due 2019 for a combination of cash and
warrants in a transaction that we consider a distressed exchanged,"
said S&P Global credit analyst Michael Durand.
In November 2016, Moody's Investors Service downgraded the ratings
of Jack Cooper Enterprises, Inc., including its Probability of
Default Rating ("PDR") to 'Ca-PD' from 'Caa2-PD' and its Corporate
Family Rating ("CFR") to 'Caa3' from 'Caa2'.
JACK ROSS: Int'l Cartridge to Get $400 Per Month for 56 Months
--------------------------------------------------------------
Jack Ross Industries, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada a first amended disclosure statement dated
May 29, 2017, referring to the Debtor's plan of reorganization.
The holder of Class 1 Secured Claim, International Cartridge
Corporation, will retain its existing security interest in the
Debtor's property as identified in its Security Agreement and UCC-1
Financing Statement. The obligation will bear interest at the rate
of 5% per annum. However, in the event of objection by the Class 1
claimant, the obligation will bear interest at a rate agreed upon
by the parties or determined by the Court at the Confirmation
Hearing. The obligation will be paid at the rate of $400 per
month, commencing on the Effective Date until paid in full
(approximately 56 months). To the extent not inconsistent with
this paragraph, the terms and conditions of the existing documents
and security agreement will remain in full force and effect.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nvb16-51053-121.pdf
As reported by the Troubled Company Reporter on April 12, 2017, the
Debtor filed with the Court a disclosure statement dated April 3,
2017, referring to the Debtor's plan of reorganization. Under that
plan, Allowed Class 4 General Unsecured Claims would not bear
interest, and would receive quarterly disbursements of their pro
rata portion of a quarterly distribution of $18,000 until paid in
full. The distributions would 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
would be credited first towards the trust fund obligations of all
responsible persons, specifically including Christopher Parker.
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.
JVJ PHARMACY: EZ RX to Deposit $2.1MM in Escrow Account
-------------------------------------------------------
JVJ Pharmacy, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York a revised first amended disclosure
statement dated May 24, 2017, for the plan of reorganization
proposed by the Debtor.
Class 6 consists of the equity claim of James F. Zambri, the sole
shareholder of the Debtor. Mr. Zambri will not retain his interest
in the reorganized Debtor and his equity interest will be
extinguished. EZ RX will receive 100% of the reissued equity of
the emerging, confirmed new corporation, in exchange for the
payment of all amounts required to be paid by EZ RX pursuant to the
Plan. The Debtor and EZ RX will be liable for the payment of
Chapter 11 administrative expenses, as set forth in the Plan.
The Plan will be effectuated by having all of the motions listed in
the term sheet granted and orders being entered granting those
motions. In addition, EZ RX will make all of the payments required
under the Plan, the Term Sheet, and the DIP financing court order,
and all of the required accounts will be set up and funded, and all
administrative and priority payments required under the Plan to be
funded by EZ RX will be so funded. In addition, the equity of Mr.
Zambri will be cancelled and will be reissued to EZ RX. EZ RX will
deposit the sum of $2.1 million in the Debtor's counsel's escrow
account by no later than June 29, 2017.
The Debtor, through its professionals, continues to actively
investigate the viability of potential causes of action and will
endeavor to conclude such investigation prior to the July 7, 2017
hearing seeking confirmation of the Plan. On the Effective Date,
the General Unsecured Creditors of the Debtor's estate will have
the right to appoint a Plan Administrator and the Debtor will
assign and transfer absolutely and unconditionally to the Plan
Administrator the Chapter 5 Actions, except those that may exist
against PNC, if any, which are waived, extinguished and released
under the Plan.
Any Chapter 5 causes of action which may exist against Mr. Zambri,
will be sold and assigned to EZ RX under the provisions of the Term
Sheet and the Plan. The general unsecured creditors will determine
the reserve they wish to carve out of the $100,000 in the Unsecured
Creditors' Reserve Account to fund the fees and costs of the Plan
Administrator.
The Revised First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nysb16-10508-174.pdf
As reported by the Troubled Company Reporter on April 5, 2017, the
Debtor filed with the Court its amended disclosure statement in
support of its plan of reorganization. That version of the
Disclosure Statement disclosed that unsecured claims total
$2,947,558.36. The prior version of the Disclosure Statement
disclosed that unsecured claims total $6,115,647.53. Class 6
Insider Claims consisted of the claim of Healthnow Solutions, Inc.,
a prior insider of the Debtor, which claim was filed in the amount
of $3,166,910. Healthnow would not be entitled to distribution on
the scheduled claim as an allowed general unsecured creditor, nor
would Healthnow be entitled to convert its claim into equity in the
reorganized Debtor.
About JVJ Pharmacy Inc.
Headquartered in New York, New York, JVJ Pharmacy Inc., dba
University Chemists, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 16-10508) on March 3, 2016, listing $6.88
million in total assets and $5.61 million in total liabilities.
The Debtor operates a "specialty pharmacy", maintaining contracts
to provide pharmaceutical products to different health care
facilities, including clinics, hospitalss, medical practices and
individual physicians.
The petition was signed by James F. Zambri, president.
Judge Stuart M. Bernstein presides over the case. Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rose, PLLC, serves as the
Debtor's bankruptcy counsel.
KATHY DRIVE: Notinger Law Must Cut Claim to Allow Distribution
--------------------------------------------------------------
Kathy Drive Realty Trust filed with the U.S. Bankruptcy Court for
the District of New Hampshire a first amended disclosure statement
dated May 24, 2017, to accompany the Debtor's first amended
liquidating plan dated May 24, 2017.
A hearing to consider the approval of the Disclosure Statement is
set for June 14, 2017, at 2:00 p.m. Objections must be filed by
June 7, 2017.
Funds will be distributed first to Notinger Law, P.L.L.C., for
legal fees and to pay other administrative expenses of the estate
like U.S. Trustee fees, then to general creditors who have allowed
claims.
The Class 1 Secured Claim of Brian Moses is withdrawn.
Administrative Expense Claims consist of the claims of Notinger Law
and the U.S. Trustee. Notinger Law will need to cut its claim to
allow for a distribution to allowed claimholders. Based upon the
cash on hand, Notinger Law's fees are $27,000, but it will agree to
take (subject to court approval) $15,000. If there is a
significant increase in the assets in the case after a dividend is
paid to allowed unsecured claimholders from the cash on hand,
Notinger Law may request more fees.
The plan confirmation court order will constitute the authority for
the Debtor to consummate the Plan and will ratify all actions to be
taken in the Plan. Unclaimed funds will be turned over to the
Court in accordance with Federal Rules.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nhb16-11223-96.pdf
As reported by the Troubled Company Reporter on May 9, 2017, the
Debtor filed with the Court a disclosure statement dated May 1,
2017, to accompany the Debtor's liquidating plan dated May 1, 2017.
Class 2 General Unsecured Claims total $29,031.64. The claims, if
and when allowed, would be paid from cash on hand (net
administrative claims) and any refunds from Bellettets or the
Michael Tamposi Exempt Trust and any payment for the Sewer Hook-up.
The first distribution would be 60 days after the Confirmation
Date. This would allow time for objections to claims. On the
distribution date, if there are still disputed claims, those claims
would be reserved so that a distribution can occur to other claim
holders. If the Mr. Moses' claim is still in dispute on the
distribution date, then distribution would occur within 30 days of
the final resolution of Mr. Moses' claim. All other distributions
will be at the discretion of the Debtor. Non-insider claims would
be paid first until they are paid in full, and then Class 3 insider
claims would be paid. Claims in Class 2 are impaired.
About Kathy Drive
Kathy Drive Realty Trust was formed on or about 2015, to purchase
and develop certain real estate known as Kathy Drive. The Debtor
is a realty trust and registered a trade name in the business of
"selling, owning, building, developing and leasing residential and
commercial real estate."
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.H. Case No. 16-11223) on Aug. 29, 2016, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Raymond J. DiLucci, Esq., at Raymond J. DiLucci,
P.A., as bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the case.
KEMET CORP: Swings to $48 Million Net Income in Fiscal 2017
-----------------------------------------------------------
KEMET Corporation filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing net income of $47.98
million on $757.8 million of net sales for the fiscal year ended
March 31, 2017, compared to a net loss of $53.62 million on $734.8
million of net sales for the fiscal year ended March 31, 2016.
As of March 31, 2017, KEMET had $734.5 million in total assets,
$579.9 million in total liabilities, and $154.7 million in total
stockholders' equity.
"Our ability to realize the anticipated benefits of acquisitions
depends, to a large extent, on our ability to integrate the
acquired companies with our own. Our management devotes
significant attention and resources to these efforts, which may
disrupt the business of each of the companies and, if executed
ineffectively, could preclude realization of the full benefits we
expect. Failure to realize the anticipated benefits of our
acquisitions could cause an interruption of, or a loss of momentum
in, the operations of the acquired company. In addition, the
efforts required to realize the benefits of our acquisitions may
result in material unanticipated problems, expenses, liabilities,
competitive responses, loss of customer relationships, the
diversion of management's attention, and may cause our stock price
to decline.
"Additionally, we may finance acquisitions or future payments with
cash from operations, additional indebtedness and/or the issuance
of additional securities, any of which may impair the operation of
our business or present additional risks, such as reduced liquidity
or increased interest expense. Such acquisition financing could
result in a decrease of our ratio of earnings to fixed charges. We
may also seek to restructure our business in the future by
disposing of certain of our assets, which may harm our future
operating results, divert significant managerial attention from our
operations and/or require us to accept non-cash consideration, the
market value of which may fluctuate.
"Failure to implement our acquisition strategy, including
successfully integrating acquired businesses, could have an adverse
effect on our business, financial condition and results of
operations."
A full-text copy of the Form 10-K is available for free at:
https://is.gd/GZQedc
About KEMET
KEMET Corporation (NYSE:KEM) -- http://www.kemet.com/-- is a
manufacturer of passive electronic components. The Company
operates in two segments: Solid Capacitors, and Film and
Electrolytic. The Solid Capacitors segment primarily produces
tantalum, aluminum, polymer and ceramic capacitors. The Film and
Electrolytic Business Group produces film, paper and wet aluminum
electrolytic capacitors.
* * *
In April 2017, S&P Global Ratings raised its corporate credit
rating on KEMET to 'B' from 'B-'. The outlook is stable. S&P's
upgrade of KEMET is based on S&P's view that post-transaction,
KEMET will be able to generate free cash flow of over $20 million
annually, due to considerably lower interest expense and
significant progress reducing operating expenses.
In April 2017, Moody's Investors Service upgraded KEMET's corporate
family rating to 'B3' from 'Caa1'. The 'B3' CFR reflects the
anticipated refinancing of the Senior Notes, which will resolve a
significant near term liquidity risk to the company, and the
anticipated closing of the acquisition of NT. To the extent KEMET
is unsuccessful in refinancing the Senior Notes, the rating could
be pressured.
KENTISH TRANSPORTATION: Exclusive Plan Filing Extended to July 10
-----------------------------------------------------------------
The Hon. Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for
the Northern District of Alabama has extended, at the behest of
Kentish Transportation, Inc., the exclusivity period and the
deadline for the Debtor to file its Chapter 11 Plan of
Reorganization and Disclosure Statement through July 10, 2017.
As reported by the Troubled Company Reporter on May 26, 2017, the
Debtor sought the extension, saying that a review of their current
financial situation shows that additional time is necessary for the
filing of a Chapter 11 Plan and Disclosure Statement.
About Kentish Transportation
Kentish Transportation, Inc., formerly known as KTI Express
Courier, based in Huntsville, Ala., filed a Chapter 11 petition
(Bankr. N.D. Ala. Case No. 17-80242) on Jan. 25, 2017. The Hon.
Clifton R. Jessup Jr. presides over the case. Stuart M Maples,
Esq., at Maples Law Firm, PC, serves as bankruptcy counsel to the
Debtor. In its petition, the Debtor declared $99,948 in total
assets and $1.11 million in total liabilities. The petition was
signed by Cecilio Kentish, Jr., president/CEO.
MAYACAMAS HOLDINGS: Taps Rimon P.C. as Legal Counsel
----------------------------------------------------
Mayacamas Holdings LLC and Profit Recovery Center, LLC seek
approval from the U.S. Bankruptcy Court for the Northern District
of California to hire legal counsel in connection with their
Chapter 11 cases.
The Debtors propose to hire Rimon P.C. to, among other things, give
legal advice regarding their duties under the Bankruptcy Code,
assist them in any asset sale or financing arrangements, and
represent them in the preparation of a plan of liquidation or
reorganization.
Pamela Egan, Esq., and Paul Jasper, Esq., the attorneys designated
to represent the Debtors, will charge an hourly fee of $650.
Paralegals will charge $180 per hour.
The firm on April 7 received $16,500 from the Littlewood Family
Irrevocable Trust administered by Dean Littlewood, a friend of the
Debtors' manager David Levy.
In addition, the trust paid the filing fees in the total amount of
$3,434 for the Debtors' bankruptcy petitions. These amounts were
advanced as a loan to Mr. Levy and On the T Capital LLC, which
holds 100% of the equity in both Debtors.
Rimon is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Pamela M. Egan, Esq.
Paul S. Jasper, Esq.
Rimon, P.C.
One Embarcadero Center, Suite 400
San Francisco, CA 94111
Tel: (415) 688-4622
Fax: (800) 930-7271
Email: pamela.egan@rimonlaw.com
Email: paul.jasper@rimonlaw.com
About Mayacamas Holdings LLC
Mayacamas Holdings LLC owns a ranch located on a hilltop ridgeline
above the town of Calistoga in Napa, California, known as Mayacamas
Ranch. Mayacamas Ranch is Northern California's premier
exclusive-use group retreat center for companies, non-profit
groups, weddings, and families.
Mayacamas Holdings LLC and Profit Recovery Center LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Calif. Case Nos. 17-30326 and 17-30327) on April 7, 2017. David H.
Levy, manager, signed the petitions.
At the time of the filing, the Debtors estimated their assets and
debts at $1 million to $10 million.
On May 17, 2017, the Debtors filed an application for joint
administration of their cases.
MONUMENT SECURITY: Wants to Use Cash Collateral of IRS, Citibank
----------------------------------------------------------------
Monument Security, Inc., seeks permission from the U.S. Bankruptcy
Court for the Eastern District of California to use cash collateral
in which Citibank N.A. and the Internal Revenue Service may
potentially assert interests, namely the cash proceeds and accounts
receivables to continue to operate the company in its regular and
ordinary course of business affairs within the budget attached to
the declaration of Michael Bivians.
A cash collateral order is already in effect and is set to expire
on June 21, 2017. The Debtor seeks a cash collateral order similar
to the one already in effect.
The Debtor also proposes to use the cash collateral to pay make the
payroll for employees that would normally come due after the
bankruptcy is filed.
Payment of those ongoing expenses is critical to the preservation
and value of the estate's business. Without the payment of those
expenses, the business would have to be shut down, and the value of
the business as an on-going entity would be greatly diminished, and
over 1000 employee positions would be eliminated.
Citibank has two loans secured by the all of the assets of the
Debtor, including cash and receivables. One is a Relationship
Ready Line of Credit and the other a business loan guaranteed by
the Small Business Administration Citibank holds security interest
in all personal property of the Debtor to secure the SBA Loan in
the original amount of $685,000 and the RRC Loan with an original
credit limit of $250,000. The balance owed on these loans is
approximately $312,346.13 and $164,500.30. The Debtor has agreed
to pay Citibank $11,701.48 per month constituting principal and
interest for the RRC Loan and $6,361.19 per month for principal and
interest on the SBA Loan as adequate protection for Debtor's use of
cash collateral.
Scott F. McDonald and Monument Investigations are guarantors on the
RRC Loan, which is secured by a security interest in all personal
property and assets owned by the Debtor and Monument
Investigations, Inc. -- a closely held California corporation
formed on or around 2002. Scott McDonald is the only officer and
director of that corporation.
The SBA loan is guaranteed by Monument Security Inc., Scott
McDonald and Kathryn McDonald.
Additionally, the Internal Revenue Service also has claims for 941
taxes from 2014 and 2015 in the approximate amount of$680,000, and
are secured by involuntary blanket liens.
The Debtor entered into a stipulation for authorization to use cash
collateral with the IRS in order to provide the IRS adequate
protection until a Plan of Reorganization is confirmed. Under the
terms of that agreement, the Debtor is to pay the IRS monthly
payments of$7,500.
The Debtor's current CEO, Michael Bivians, is not a guarantor, or
otherwise personally obligated on either of the loans owed to
Citibank.
The total of the liens secured by the cash and receivables of
Monument Security, Inc., is approximately $1,156,846.
In contrast, the Debtor has accounts receivables that are less than
90 days old with a fair market value of $2,313,961. The Debtor has
accounts receivables that are greater than 90 days old with a fair
market value of $45,846. The liquid assets described herein total
approximately $2,258,890.
The equitable cushion between the liquid assets and the security is
just over $1,102,044. Furthermore, the IRS's lien is also
encumbering the personal residence of the former CEO, and there is
believed to be approximately $400,000 in equity in that residence,
after application of the homestead exclusion.
Since the IRS's lien is also encumbering the personal residence of
Scott McDonald, the Debtor believes that he may be personally
responsible for at least some of the tax debt.
The budget includes the on-going non-default monthly payments to
Citibank. The Budget contains a line item for "Citibank SBA Loan
(Principal)" for $5,848.00 per month and "Citibank CR Loan
(Principal)" for $10,415.00 per month. These represent the
principal payment only to the SBA Loan and the RRC Loan. The
interest portion of the payments is contained in the "Interest
Expense" line item of $4,571 per month. The ongoing interest
payments on the loans are subject to change, but it is anticipated
that the "Interest Expense" line item contains an adequate cushion
to account for fluctuations in payments on the Loans. It is not
anticipated that interest on these loans will surpass $2,300 per
month. The Debtor has been paying approximately $877.86 in monthly
interest on the Citibank SBA Loan and approximately $1,289.94 in
monthly interest on the Citibank RRC Loan. The "Interest Expense"
line item in the proposed budget also accounts for interest paid on
financing Toyota vehicles.
A copy of the Debtor's motion for cash collateral use is available
at http://bankrupt.com/misc/caeb17-20689-128.pdf
About Monument Security
Monument Security, Inc., was formed in 1995, and operates a
security services business in California, Nevada, Arizona,
Colorado, Georgia, Florida, Indiana, Louisiana, Maryland, Missouri,
New Jersey, New York, Ohio, Oregon, Texas, Utah, Washington, and
Wyoming. It also subcontracts work to other security providers in
Alaska, Arizona, New Mexico and North Carolina. The business had
been successfully run by Scott McDonald for many years and
regularly employs more than 1000 employees.
Monument Security filed a Chapter 11 petition (Bankr. E.D. Cal. No.
17-20689) on Feb. 1, 2017. Michael Bivians, CEO, signed the
petition. At the time of filing, the Debtor disclosed total assets
of $2.82 million and total liabilities of $3.11 million.
The case is assigned to Judge Robert S. Bardwil.
The Debtor is represented by Matthew R. Eason, Esq., and Kyle K.
Tambornini, Esq., at Eason & Tambornini.
MOUNTAIN CREEK: Committee Taps Trenk DiPasquale as Legal Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Mountain Creek
Resort, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to hire legal counsel.
The committee proposes to hire Trenk, DiPasquale, Della Fera &
Sodono, P.C. to, among other things, give legal advice regarding
its duties under the Bankruptcy Code, participate in all aspects of
any proposed sale and in the preparation of a plan of
reorganization, and investigate the financial condition of Mountain
Creek and its affiliates.
The hourly rates charged by the firm are:
Joseph DiPasquale, Partner $450
Adam Wolper, Partner $350
Associates $250
Law Clerks $195
Paralegals $215
Trenk DiPasquale is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Joseph J. DiPasquale, Esq.
Adam D. Wolper, Esq.
Robert S. Roglieri, Esq.
Trenk, DiPasquale, Della Fera & Sodono, P.C.
347 Mount Pleasant Avenue, Suite 300
West Orange, NJ 07052
Phone: (973) 243-8600
Email: jdipasquale@trenklawfirm.com
Email: awolper@trenklawfirm.com
Email: rroglieri@trenklawfirm.com
About Mountain Creek Resort
Mountain Creek Resort Inc. owns and operates the Mountain Creek
Resort, a four-season resort located in Vernon, New Jersey. The
Resort is the New York/New Jersey Metro area's closest ski resort
with 167 skiable acres on four mountain peaks, 1,040 vertical feet,
46 trails, and 11 lifts. The Resort also operates and manages the
Appalachian Hotel and the Black Creek Sanctuary townhomes.
During winter, the Resort offers a 34 lane snow tubing park, night
skiing with more than 1,000 lights on all trails, North America's
only eight passenger open-air gondola, and the region's most
extensive, state of the art snowmaking system. During the summer,
the Resort offers substantial summer operations including a 25 acre
waterpark, an alpine roller coaster, a bike park, and a zip line
park.
On May 15, 2017, Mountain Creek Resort, Inc., and five affiliated
debtors filed voluntary petitions for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 17-19899). The
cases are pending before the Honorable Judge Stacey L. Meisel, and
are jointly administered.
Mountain Creek estimated $10 million to $50 million in assets and
debt.
The Debtors hired Getzler Henrich & Associates LLC as financial
advisor; Houlihan Lokey Capital, Inc. as business consultant; and
Prime Clerk LLC as claims and noticing agent.
On May 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. No trustee or examiner
has been appointed.
MOUNTAIN CREEK: Taps Lowenstein Sandler as Legal Counsel
--------------------------------------------------------
Mountain Creek Resort, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Lowenstein Sandler LLP
as legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code, and will provide other legal
services related to their Chapter 11 cases.
The hourly rates charged by the firm range from $575 to $1,150 for
partners, $405 to $700 for senior counsel and counsel, $300 to $575
for associates, and $115 to $300 for paralegals and legal
assistants.
Lowenstein holds a retainer in the amount of $50,351.76.
Kenneth Rosen, Esq., disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Rosen disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.
Mr. Rosen also disclosed that no Lowenstein professional varied his
rate based on the geographic location of the Debtors' bankruptcy
cases, and that the Debtors have already approved the firm's
prospective budget and staffing plan which covers the period May 15
to August 15, 2017.
The firm can be reached through:
Kenneth A. Rosen, Esq.
Jeffrey D. Prol, Esq.
Nicole Fulfree, Esq.
Michael Papandrea, Esq.
Lowenstein Sandler LLP
65 Livingston Avenue
Roseland, NJ 07068
Phone: (973) 597-2500
Fax: (973) 597-2400
About Mountain Creek Resort
Mountain Creek Resort Inc. owns and operates the Mountain Creek
Resort, a four-season resort located in Vernon, New Jersey. The
Resort is the New York/New Jersey Metro area's closest ski resort
with 167 skiable acres on four mountain peaks, 1,040 vertical feet,
46 trails, and 11 lifts. The Resort also operates and manages the
Appalachian Hotel and the Black Creek Sanctuary townhomes.
During winter, the Resort offers a 34 lane snow tubing park, night
skiing with more than 1,000 lights on all trails, North America's
only eight passenger open-air gondola, and the region's most
extensive, state of the art snowmaking system. During the summer,
the Resort offers substantial summer operations including a 25 acre
waterpark, an alpine roller coaster, a bike park, and a zip line
park.
Mountain Creek Resort, Inc., and five affiliated debtors filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 17-19899) on May 15, 2017. The
cases are pending before the Honorable Judge Stacey L. Meisel, and
are jointly administered.
Mountain Creek estimated $10 million to $50 million in assets and
debt.
The Debtors hired Getzler Henrich & Associates LLC as financial
advisor; Houlihan Lokey Capital, Inc. as business consultant; and
Prime Clerk LLC as claims and noticing agent.
On May 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. No trustee or examiner
has been appointed.
NEIMAN MARCUS : Bank Debt Trades at 21% Off
-------------------------------------------
Participations in a syndicated loan under Neiman Marcus Group Inc
is a borrower traded in the secondary market at 78.5
cents-on-the-dollar during the week ended Friday, May 26, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.67 percentage points from the
previous week. Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 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 May 26.
NELLSON NUTRACEUTICAL: Moody's Affirms B2 CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service affirmed all ratings on Nellson
Nutraceutical, LLC, including the company's B2 Corporate Family
Rating and its B2-PD probability of default rating. The rating
outlook is stable.
The affirmation reflects Moody's expectation that earnings will
improve following Nellson's relocation of its Irwindale, CA
facility to a new facility in Ontario, CA. The company is
installing more efficient equipment in the new facility, which
Moody's expects to be fully operational by year end 2017. It also
reflects Moody's expectation that liquidity will remain good. Costs
associated with the relocation of manufacturing assets have
negatively impacted free cash flow in 2016 and 2017. Moody's
anticipates that the company will generate higher free cash flow in
2018 when relocation costs are no longer present.
Ratings affirmed:
Nellson Nutraceutical, LLC
- Corporate Family Rating at B2
- Probability of Default Rating at B2-PD
- $65 million backed senior secured revolving credit facility
expiring 2019 at B1 (LGD 3)
- $185 million backed senior secured first lien term loan maturing
2021 at B1 (LGD 3)
9089969 Canada Inc.
- $115 million backed senior secured first lien term loan maturing
2021 at B1 (LGD 3)
The rating outlook is stable.
RATINGS RATIONALE
Nellson's B2 Corporate Family Rating reflects the company's
moderate scale, limited product diversity, high financial leverage,
and event risks to such things as acquisitions and shareholder
distributions. The rating also reflects the company's low exposure
to changes in raw material costs through the use of pass-through
provisions in customer contracts. Ratings also reflect its
technical expertise, and its presence in a product category that
benefits from consumer trends towards products that are nutritional
and convenient.
The stable outlook reflects Moody's expectation that the company
will successfully complete the relocation of certain manufacturing
assets and improve operating performance as well as credit
metrics.
Ratings could be upgraded if there is a profitable increase in
scale, product diversity increases into adjacent categories,
customer concentration decrease, and debt to EBITDA is sustained
below 4.5 times.
Ratings could be downgraded if the company's relocation of certain
manufacturing assets causes operating disruptions or costs more
than Moody's expects. Ratings could also be downgraded if it fails
to improve operating performance or credit metrics, liquidity
deteriorates, or debt to EBITDA is sustained above 6.0 times.
Nellson Nutraceutical, LLC, headquartered in Anaheim, CA, provides
outsourced manufacturing capacity and technical expertise primarily
to U.S. consumer packaged goods companies that sell nutritional
bars and functional powders. It focuses on bars and powders that
serve the energy/sports nutrition, diet/weight loss, body building
and fortified/medical food markets. Annual revenues are about $800
million. Nellson is owned by private equity sponsor Kohlberg &
Company.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
NORTHERN MARIANA CPA: Fitch Affirms B+ on 1998A Airport Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed Commonwealth Ports Authority (CPA),
Commonwealth of the Northern Mariana Islands' (CNMI) approximately
$10.9 million of outstanding senior series 1998A airport revenue
bonds at 'B+'. The Rating Outlook is Stable.
KEY RATING DRIVERS
Summary: The 'B+' rating reflects a small air traffic base with
risk of elevated volatility tied to the islands' limited economy.
Also reflected are improving cash flows and debt service coverage
ratios (DSCR), anchored by use of full passenger facility charge
(PFC) collections. Manageable capital needs coupled with balance
sheet liquidity in excess of debt outstanding further support the
rating. Fitch's rating case DSCR averages more than 2.0x through
2021 when fully applying PFC collections as revenues.
Highly Volatile Enplanement Base [Revenue Risk - Volume Weaker]
The airport system is an essential enterprise, serving as the
gateway to and within the Mariana Islands. The enplanement base of
around 585,629 passengers is reflective of the small overall
population base and the islands' more limited, weaker economy.
Traffic performance is potentially vulnerable to underlying
economic stresses given the significant component of traffic tied
to the tourism industry and service offerings are limited.
Limited Pricing Power [Revenue Risk-Price: Weaker]
Rate setting practices with airlines have not been clearly
established and have historically been more reactive, based on
financial pressures. Limited pricing power could constrain
financial flexibility under an adverse operating environment. Fitch
views positively CPA's proactive move to negotiate a new defined
rate methodology with airlines and implementation of a new airline
use agreement (AUA) is expected for fiscal 2018. The ability for
the airports to utilize 100% of PFC collections for debt service
provides enhanced cushion to manage revenue levels and support
financial obligations while keeping airline costs stable. The PFC
application has been extended through 2021.
Moderate Capital Plan [Infrastructure Development & Renewal:
Midrange]
The authority's capital improvement plan (CIP) is modest at $31
million through fiscal 2019. Existing projects include improvements
to passenger loading bridges, updates to the safety management
system, and expansion of the aircraft rescue firefighting training
facilities (ARFF), among others. The CIP is predominantly grant
funded with only a modest amount coming from CPA funds. To the
extent a significant portion of PFC revenue is needed for debt
service, it could hamper the airports' ability to provide required
matching funds, thus limiting grant receipts. However, CPA's
substantial build-up of liquidity partially mitigates this risk. A
new master plan is in the works and additional debt may be incurred
for CPA's $16 million runway rehabilitation project, though
financing options are still being evaluated.
Conservative Capital Structure [Debt Structure: Stronger]
The authority maintains 100% fixed-rate, fully amortizing senior
debt. Annual debt service payments are essentially level and final
maturity of the bonds is in 2028. Structural features are strong
and in line with most of Fitch's rated airports. A small amount of
additional debt is possible in the near term; however, financing
options are still being evaluated.
Improving Yet Volatile Financial Metrics: CPA generated a robust
DSCR of 3.74x in fiscal 2016 benefiting from full PFC application
as revenues (1.90x w/o PFCs as gross revenues) up from 3.68x
(1.93x) in fiscal 2015. The authority has reserves in excess of
debt outstanding such that leverage is presently negative. The
ability to treat all PFCs as revenues provides stability and has
helped grow days cash on hand (DCOH) significantly over the past
several years to 720 days in fiscal 2016. Fitch estimates cost per
enplanement (CPE) in fiscal 2016 to have remained relatively flat,
dropping slightly to $15.80 from $15.90 in fiscal 2015.
PEER GROUP
Harrisburg (PA), rated 'BB+'/Outlook Stable, serves as a comparable
peer in terms of its small hub size with weaker revenue
characteristics and elevated CPE profile. Both have enplanement
bases of around 600,000 and CPE of around $15-$16; however,
Harrisburg has a more stable enplanement base due to a stronger MSA
workforce. CPA demonstrates higher coverage and significantly lower
leverage, though these are necessary to mitigate its more volatile
operating and financial profiles.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action:
-- The CPA airports' heavy reliance on tourism and leisure
travellers, creating an elevated degree of vulnerability to
economic recessions both within its narrow local market as well as
to the larger, neighbouring Asian markets limit upward rating
mobility. Notwithstanding the former:
-- Sustained favorable trends in balance sheet liquidity and
strong financial ratios (independent of the use of 100% of PFCs as
gross revenues);
-- Continued improvements in the underlying service area economy
and the airports' ability to maintain or grow its current traffic
base.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action:
-- Material declines in enplanement volume or in DSCR, resulting
from increased operating expenses and/or the CPA Board's failure to
sufficiently apply the full collection of PFCs as gross revenues;
-- Identified longer-term capital projects that would rely on
significant debt issuances for funding that materially weaken the
financial profile.
CREDIT UPDATE
Performance Update
System enplanements were up 2.2% to 585,629 in fiscal 2016. CPA's
enplanement growth continues to be driven by Saipan International
Airport (97% of total), which increased 5.7% in fiscal 2016 to
567,321. West Tinian experienced a reduction of -83% in
enplanements and Rota International grew by 124%; however, these
two airports minimally impact the total airport system enplanement
size. For FYTD 2017 (six months through March) system enplanements
are up a very robust 22%.
The airport system maintains a diverse carrier mix relative to the
small traffic base. In fiscal 2016, Asiana had the largest market
share at 23% of enplanements, down from 31% the prior year. Jeju at
20% (up from 14%) overtook Delta as number two as Delta's share
fell to 9% from 15%. Collectively, the top five airlines account
for approximately 80% of the carrier mix, with the top two carriers
representing nearly half of total air traffic. Carrier demand
continues to be driven by tourists in the Asian Pacific region.
CPA has postponed the implementation of the new hybrid rate
methodology under its new AUA until fiscal 2018 and the previous
residual AUA remains in effect. Fitch views the new AUA as a credit
neutral; however, to the extent the implementation of the new AUA
provides more clarity into the rate setting practice and helps to
solidify financial performance independent of the application of
100% of PFCs as gross revenues, it would be viewed favorably.
Supported by CPA's stable operations, Aeronautical and other
revenues grew by 1.4% to $9.2 million from 9.1 million the prior
year, exhibiting annual growth slightly lower than that of
enplanements. Non-aviation revenues were down 5% to $5.2 million,
but this follows strong growth of 44% over the 2012-2014 period,
such that the five-year compound annual growth rate (CAGR) is 6.9%.
Non-aviation revenues are driven in part by a 20% escalation clause
applied every five years to long term leases. Operating expenses
were held essentially flat at $12.3 million outperforming Fitch's
base case expectations of $12.5 million due to lower than projected
and SG&A costs and bad debt expense.
Overall, CPA's fiscal 2016 financial metrics strengthened. DSCR
increased to 3.74x, up from 3.68x the prior year. DCOH improved to
720 days due to the airports' increased liquidity. Leverage, in
terms of net debt/cash flow available for debt service, became
increasingly negative and Fitch estimates CPE at around $15.80.
CPA's three year CIP through 2019 allocates approximately 63% of
capital spending towards Saipan Airport, 27% to Tinian, and 10% to
Rota. Funding will come primarily from FAA grants with the
remainder funded by CPA cashflow, though the potential for new debt
is currently being contemplated. Runway rehabilitation at Saipan
International Airport and ARFF expansion, which could be revenue
accretive, are nearly complete.
Fitch Cases
Fitch's base case largely follows the sponsor's budget for fiscal
2017, with two exceptions given year-to-date performance. Base case
enplanements are forecast to grow 10% (versus the 22% growth seen
through six months) and aviation and other revenue is held flat
(versus the reduction forecast in the budget). Enplanements are
held flat thereafter and operating revenues are grown at 1.5% per
annum. Expenses are grown at 2.5% per year, following the 4.9%
increase budgeted for fiscal 2017. DSCR is no less than 1.91x
through 2021 and averages 2.80x. DSCR of 1.91x in 2021 reflects the
current June 2021 expiration of CNMI's PFC application and the
assumption that only a portion of total PFC collections will be
available as gross revenues. If allowable PFCs returned to the much
lower historical $446,000 level for eligible debt service only,
DSCR in 2021 would be a tighter 1.32x. CPE is forecast to remain
relatively flat, averaging $14.80 through 2021 and leverage becomes
increasingly negative.
The Fitch rating case maintains the base case assumptions for
fiscal 2017. Thereafter, enplanements are stressed by -10.9% in
fiscal 2018 representing an -8% stress to Saipan airport
enplanements and assuming no traffic at West Tinian and Rota.
Enplanement recovery of 1%-1.5% per year is modelled beginning in
fiscal 2019. Operating revenues fall 1.6% in 2018 as a result of
the traffic loss but grow at 2% per year thereafter. Operating
expenses grow by the base case 2.5% assumption in 2018 given the
traffic loss, but are stressed 100 basis points (bps) to 3.5%
thereafter. DSCR is no less than 1.37x through 2021 and averages
2.36x. Again, the lower DSCR reflects the current June 2021
expiration of CNMI's PFC application and the uncertainty regarding
the resultant applicable portion allowable for debt service.
Leverage remains negative and CPE would rise to $16.60 by 2021. If
allowable PFCs returned to the much lower historical $446,000 level
for eligible debt service only, internal reserves would be required
to meet 1x coverage or CPE would have to increase to $17.00 in
fiscal 2021.
Liquidity remains a key credit strength and provides a mitigant to
periods of financial underperformance. Under Fitch's rating case
assumptions, should the allowable PFCs as revenues return to
$446,000 for eligible debt service only, CPA would still have more
than enough cash and reserves to service any coverage shortfall or,
alternatively, CPE would have to rise to $20.40 by 2028 to be sum
sufficient.
SECURITY
The series 1998A bonds are secured by a pledge of gross airport
revenues generated by the operations of the airports, including
PFCs eligible for payment of debt service. CPA Board Resolution No.
2011-01 now designates all PFC revenues as gross airport revenues.
NORTHERN MARIANA CPA: Fitch Affirms BB- on $26.5MM Seaport Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on approximately $26.5
million of outstanding Commonwealth Ports Authority (CPA),
Commonwealth of the Northern Mariana Islands (CNMI) senior series
1998A & 2005A seaport revenue bonds. The Rating Outlook is Stable.
KEY RATING DRIVERS
Summary: The 'BB-' rating reflects the essentiality of the ports to
a small, island economy amidst high exposure to economic volatility
from tourism and a nearly 100% import-based cargo operation. The
ports' stable-to-improving debt service coverage ratio (DSCR),
moderate leverage, increasing liquidity, and small capital plan
provide some mitigation to the potential impact of future
macroeconomic stresses. Average DSCR through 2021 under the Fitch
rating case is 1.91x.
Concentrated but Vital Cargo Base [Revenue Risk: Volume - Weaker]
The seaports remain essential for the import of goods to an island
economy; however, there is potential for stagnant operational
trends due to CNMI's exposure to macroeconomic factors and its
elevated dependence on a limited tourist base. Volume stability is
expected given that food and fuel related cargos account for
approximately 45% of import-dependent revenue tonnage.
Limited Pricing Power [Revenue Risk: Price - Weaker]
CNMI's narrow economy and exposure to economic volatility limit
management's economic flexibility to raise rates on seaport system
tenants and users. Following the last increase in 2009, the
authority's focus has instead been on effective containment of
operating expenses.
Modest Capital Improvement Plan [Infrastructure Development &
Renewal - Midrange]
The ports once handled nearly twice as much cargo and are in
satisfactory condition to deal with current demand. The authority's
capital improvement plan (CIP) is manageable with current on-going
projects estimated at $1.7 million. The CIP is predominantly
granted funded with remaining dollars expected to come from
internally generated funds. No additional debt is anticipated in
the near to midterm.
Conservative Capital Structure [Debt Structure-Stronger]
The authority maintains 100% fixed-rate, fully amortizing debt with
a level debt service profile and a 2031 final maturity. Structural
features and reserves are sufficient and consistent with other
Fitch-rated ports.
Moderate Leverage and Strong Liquidity: CPA currently maintains
favorable leverage and liquidity metrics offset by modest coverage
ratios. Estimated FY16 Leverage of less than 1x net debt-to-cash
flow available for debt service (CFADS), and growing balance sheet
cash and reserves available for operating expenses (up to nearly
2,400 days cash on hand (DCOH)), provide the CPA with some degree
of flexibility to meet financial commitments in weak performing
periods. DSCR has stabilized following the 2009 rate increase and,
more recently, grown to more than 2x as a result of increased
construction activity as economic conditions improve.
PEER GROUP
Paita (Peru), rated 'BB-'/Outlook Stable, serves as a global peer
with a similar coverage level and regionally focused importance,
but with higher leverage. The Hawaii Department of Transportation,
rated 'A+'/Outlook Positive, is a U.S. port with a similar
operational profile, strong financial metrics and island economy
structure. However, Hawaii's operations are on a much larger scale,
the service area is seen as less economically volatile, and tariff
increases are agreed upon for the next several years, resulting in
stronger volume assessment and midrange price assessment all
contributing to Hawaii's much higher rating. North Carolina, rated
'BBB+'/Outlook Positive, is the closest U.S. peer in term of
ratings, however it too has a stronger franchise than CPA and
larger, less volatile operations accounting for its higher rating.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action:
-- A severely weakened underlying service area economy that
results in the seaports' inability to maintain base cargo levels at
or near current levels;
-- Depressed DSCR levels resulting from declining operating
revenues despite growth in revenue tonnage;
-- A shift in the seaports' balance sheet liquidity and financial
flexibility resulting from changes in operating expense management
or pricing power;
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action:
-- Given the ports' limited operating profile and significant
exposure to local economic factors, positive rating migration is
not anticipated at present.
CREDIT UPDATE
Performance Update
Cargo tonnage is now nearly 100% from imports and remains
concentrated in two main commodities (food and fuel). Collectively,
food and fuel accounted for around 45% of all revenue tonnage,
following the shift in operational profile to goods essential to
the islands' survival. This percentage is down from nearly 60% in
years past as the local economy has improved, spurring new
construction and leading to total tonnage growing by 27% in fiscal
2016 as construction related materials grew to a 17% share of total
tonnage.
This tonnage growth and diversification of imports is a viewed
positively, however, it may be temporary and should the economy
experience another recession, tonnage could return to its previous
baseline tied only to goods necessary for survival. Demand is not
likely to decline beyond a critical threshold, however, and tonnage
should be relatively resilient in the future. Saipan remains the
dominant port representing approximately 97% (or 560,438 tons) of
the system's total cargo volume.
Total operating revenues grew by approximately 18% to $9 million in
fiscal 2016, up from $7.6 million the prior year. Seaport fees
continue to be the primary driver of revenue growth, increasing by
double-digits for the third consecutive year, up 30.5% in fiscal
2016, from 10.6% and 13.7%, in fiscal 2015 and 2014 respectively.
In fiscal 2016, seaport fees were approximately 80% of the total
revenues and have historically accounted for the largest component
of the port's revenue structure. Most recently, the annual growth
is attributed to an increase inbound cargo revenue tonnage from
construction activity at Saipan. Management expects the flow of
inbound cargo to remain stable in the near future given the
construction of two new hotels. Non-harbour revenues also exhibited
strong growth, up 10% to $1.7 million continuing a solid upward
trajectory since 2012 benefiting from increased revenue generated
from concession and lease income.
Fiscal 2016 operating expenses increased around 14% to $1.8
million, from $1.6 million in fiscal 2015. The increase in expenses
is mainly reflective of the rise in salaries and repair/maintenance
costs. Though this operating expense growth is significant, it
follows several years of flat to double digit expense reduction
such that the 2016 level of operating expense is comparable to that
of 2004.
Due to the port's strong operating performance, DSCR grew to 2.39x
in fiscal 2016 up from 2.00x in fiscal 2015. In addition, liquidity
continues to build such that CPA now has approximately 2,400 DCOH
and leverage of less than 1x net debt/CFADS.
CPA has a modest capital improvement plan that is primarily grant
funded with the remainder coming from internally generated funds.
On-going works are estimated at approximately $1.7 million. Plan
details were minimal, however, and a more forward-looking capital
plan would be helpful in monitoring new projects and ensuring that
any necessary maintenance and/or projects are not being deferred.
Fitch Cases
Fitch's base case assumes a financial profile generally consistent
with the sponsor's budget expectations for fiscal 2017 followed by
a zero-growth scenario thereafter. For fiscal 2017, harbour
(seaport fees) and non-harbour (concession and lease income)
revenues are reduced by 5.1% and 0.4%, respectively, while
operating expenses are grown by 12.1%. These appear to be highly
conservative given year-to-date performance through five months as
well as historical CAGRs. For fiscal 2018 forward, harbour revenues
are held flat and non-harbour revenues are predominantly grown at
2% per annum in line with long-term GDP forecasts. Operating
expenses grow at 4.0% annually. DSCR is no less than 2.15x through
fiscal 2021 and averages 2.18x. Leverage remains below 1x and
becomes negative, with available cash and reserves exceeding debt
outstanding by 2020.
Fitch's rating case employs the same assumptions as its base case
for fiscal 2017. Thereafter, an aggregate 20% reduction is evenly
applied to harbour revenues for fiscal 2018 through 2021,
simulating a contraction to the local economy that erodes the
current construction boom and returns harbour revenues to its
fiscal 2015 baseline. Annual growth of 1% is assumed for fiscal
2022 forward. Non-harbour revenues assume an aggregate 10%
reduction spread over five years through fiscal 2022, followed by
1.0% recovery thereafter. Base case operating expense growth of 4%
is assumed for fiscal 2018 and 2019, but stressed to 5% thereafter.
Under these assumptions, DSCR is no less than 1.63x through fiscal
2021 and averages 1.91x. Similar to the base case, leverage becomes
negative by 2020.
NOVABAY PHARMACEUTICALS: May Issue 2.3-M Shares Under 2017 OIP
--------------------------------------------------------------
NovaBay Pharmaceuticals, Inc., filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
2,318,486 shares of common stock issuable under the Company's 2017
Omnibus Incentive Plan. The proposed maximium offering price is
$5.68 million. A full-text copy of the Prospectus is available for
free at https://is.gd/B0uQXk
About NovaBay Pharmaceuticals
NovaBay Pharmaceuticals is a biopharmaceutical company focusing on
the commercialization of prescription Avenova lid and lash hygiene
for the domestic eye care market. Avenova is formulated with
Neutrox which is cleared by the U.S. Food and Drug Administration
(FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary
pure hypochlorous acid. Laboratory tests show that hypochlorous
acid has potent antimicrobial activity in solution yet is non-toxic
to mammalian cells and it also neutralizes bacterial toxins.
Avenova is marketed to optometrists and ophthalmologists throughout
the U.S. by NovaBay's direct medical salesforce. It is accessible
from more than 90% of retail pharmacies in the U.S. through
agreements with McKesson Corporation, Cardinal Health and
AmeriSource Bergen.
Novabay reported a net loss of $13.15 million on $11.89 million of
total net sales for the year ended Dec. 31, 2016, compared to a net
loss of $18.97 million on $4.38 million of total net sales for the
year ended Dec. 31, 2015.
As of Dec. 31, 2016, Novabay had $15.38 million in total assets,
$8.28 million in total liabilities and $7.10 million in total
stockholders' equity.
NOVAN INC: Insufficient Cash Raises Going Concern Doubt
-------------------------------------------------------
Novan, Inc., filed its quarterly report on Form 10-Q, disclosing a
net loss of $11.61 million on $100,000 of revenue for the three
months ended March 31, 2017, compared with a net loss of $11.26
million on $nil of revenue for the same period in 2016.
The Company's balance sheet at March 31, 2017, showed $48.57
million in total assets, $27.84 million in total liabilities, and a
stockholders' equity of $20.73 million.
The Company has reported a net loss in all fiscal periods since
inception and, as of March 31, 2017, the Company had an accumulated
deficit of $134,640.
The Company's primary use of cash is to fund its operating
expenses, which consist principally of research and development
expenditures necessary to advance its product candidates. The
Company has evaluated its expected, probable future cash flow needs
and has determined that it expects to incur substantial losses in
the future as it conducts planned operating activities. The
Company expects that the amount of cash and cash equivalents on
hand as of March 31, 2017 will not be sufficient to fund all
planned operating activities within one year from the date that
these financial statements are issued. The Company has concluded
that these conditions raise substantial doubt about the Company's
ability to continue as a going concern.
A copy of the Form 10-Q is available at:
https://is.gd/oyctVo
Novan, Inc., is a late-stage pharmaceutical company. The Company
is engaged in the development and commercialization of therapies
using its nitric oxide platform. The Company develops product
candidates using its Nitricil technology, which enables the Company
to engineer tunable new chemical entities (NCEs). The Company's
formulation science enables it to further tune the release of
nitric oxide when applied to the skin by using the combinations of
inactive ingredients.
NOVATION COMPANIES: Deutsche Bank & BoNY Object to Plan
-------------------------------------------------------
BankruptcyData.com reported that Deutsche Bank National Trust
Company and Bank of New York Mellon Trust Company filed with the
U.S. Bankruptcy Court separate objections to Novation Companies'
Second Amended Joint Chapter 11 Plan of Reorganization. Deutsche
Bank National Trust Company asserts, "Without providing any factual
or legal justification, the Debtors' Plan improperly and unfairly
establishes a separate class for the claims of only a few
creditors, including the Trustee's claims, and proposes to treat
them drastically worse than other similarly situated general
unsecured creditors. Because the Plan improperly classifies and
unfairly discriminates against the Trustee's claims, the Plan fails
to satisfy the Bankruptcy Code's standards for confirmation and
should not be confirmed. Even assuming the Court determines that
separate classification of general unsecured claims is appropriate,
the Trustee's claims are more appropriately classified as General
Unsecured Claims and not RMBS Litigation Claims, as there is no
similarity between the Trustee's claims and the other claims the
Debtors have classified as RMBS Litigation Claims . . . . Moreover,
the Debtors' proposed treatment of RMBS Litigation Claims more
severely prejudices the Trust than the other holders of RMBS
Litigation Claims."
About Novation Companies
Headquartered in Kansas City, Missouri, Novation Companies, Inc.
(otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the
process of implementing its strategy to acquire operating
businesses or making other investments that generate taxable
earnings.
Prior to 2008, Novation originated, purchased, securitized, sold,
invested in and serviced residential nonconforming mortgage loans
and mortgage securities. At the height of its business, the
Company originated more than $11 billion annually in mortgage
loans. After ceasing lending operations and completed a sale of
its servicing portfolio amidst the housing collapse in 2007, the
Company has been engaged in the business of acquiring various
businesses.
Novation Companies and certain of its subsidiaries filed voluntary
petitions for chapter 11 business reorganization in Baltimore,
Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016.
In its petition, NCI disclosed assets of $33 million and
liabilities of $91 million.
The cases are assigned to Judge David E. Rice.
The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as bankruptcy counsel. The Debtors
also hired Orrick, Herrington & Sutcliffe LLP as special
litigation counsel; Holland & Knight LLP as Investment Company
Act compliance counsel; and Deloitte Tax LLP as tax service
provider.
On Aug. 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee has
hired Hunton & Williams LLP, as counsel; Alvarez & Marsal
Valuation Services, LLC, as valuation expert; and Tactical
Financial Consulting, LLC as expert advisor.
NUVERRA ENVIRONMENTAL: Committee Objects to Financing Motion
------------------------------------------------------------
BankruptcyData.com reported that Nuverra Environmental Solutions'
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court an objection to the Debtors' financing motion.
The objection asserts, "The two DIP Facilities provide little or no
operating funds beyond use of cash collateral, yet extract
overbearing terms to advance the false characterization that these
Bankruptcy Cases are 'prepacks.' These Bankruptcy Cases are not
prepacks, rather they are traditional chapter 11 bankruptcy cases
in which certain creditors are party to a restructuring support
agreement with the Debtors, while other creditors not party to the
restructuring support agreement are slated to receive almost
nothing or nothing under the Plans. The DIP Lenders' many requests
in connection with the provision of these DIP Facilities are simply
unwarranted given the proposed fast-track nature of these cases . .
. . If approved, the DIP Facilities would be secured by previously
unencumbered assets, including avoidance actions, commercial tort
claims and any other unencumbered assets that may exist. This sweep
of unencumbered assets even includes the lenders own collateral if
the pre-petition lenders' liens are successfully avoided . . . .
The DIP Revolving Facility Lenders are also requesting approval of
a $5 million restructuring fee (the 'Restructuring Fee').
Notwithstanding the excessive nature of such a fee for what is
plainly the continued consensual use of cash collateral (which
consensual use benefits nobody more than the lenders themselves),
such amount is excessive. On top of this fee, the DIP Lenders also
seek 506(c), 552(b) and marshalling waivers."
About Nuverra Environmental Solutions
Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides
environmental solutions to customers focused on the development and
ongoing production of oil and natural gas from shale formations.
The Scottsdale, Arizona-based Company operates in shale basins
where customer exploration and production activities are
predominantly focused on shale and natural gas.
Nuverra Environmental Solutions, Inc., and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on
May 1, 2017.
As of March 31, 2017, Nuverra had $342.6 million in total assets
and $534.5 million in total liabilities.
The Hon. Kevin J. Carey is the case judge. Shearman & Sterling LLP
serves as bankruptcy counsel to the Debtors, with the engagement
led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M.
Blank, Esq.
The Debtors hired Young Conaway Stargatt & Taylor, LLP and Shearman
& Sterling LLP as co-counsel; AP Services, LLC as restructuring
advisor; Lazard Freres & Co. LLC and Lazard Middle Market LLC as
investment banker; and Prime Clerk LLC as claims and noticing
agent.
On May 19, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors.
NUZEE INC: Recurring Losses Raises Going Concern Doubt
------------------------------------------------------
NuZee, Inc., filed its quarterly report on Form 10-Q, disclosing a
net loss of $385,292 on $376,327 of revenues for the three months
ended March 31, 2017, compared with a net loss of $337,939 on
$50,954 of revenues for the same period in 2016.
For the six months ended March 31, 2017, the Company listed a net
loss of $731,666 on $953,834 of revenues, compared to a net loss of
$647,538 on $95,414 of revenues for the same period in the prior
year.
The Company's balance sheet at March 31, 2017, showed $1.23 million
in total assets, $771,086 in total liabilities, and a stockholders'
equity of $463,109.
The Company has had recurring losses, large accumulated deficit, is
dependent on the shareholders to provide additional funding for
operating expenses and has limited revenues. These items raise
substantial doubts about the Company's ability to continue as a
going concern.
A copy of the Form 10-Q is available at:
https://is.gd/E8cZ8R
NuZee, Inc., is a consumer products company. The Company markets
and distributes consumer products primarily in the beverage
segment. The Company focuses on purchasing its products and
reselling. The Company is also engaged in contract manufacturing
where it purchases raw materials and retains a contract converter
to process the raw materials into finished products for resale.
OCEAN RIG: Hearings Before Cayman Court to Begin July 11
--------------------------------------------------------
Ocean Rig UDW Inc., an international contractor of offshore
deepwater drilling services, on June 1, 2017, disclosed that
hearings before the Grand Court of the Cayman Islands (the "Cayman
Court") at which the Scheme Companies will seek authority to
convene creditor meetings (the "Scheme Meetings") to consider
approval of the schemes of arrangement (the "Schemes") proposed by
Ocean Rig, DFH, DOV and DRH (the "Scheme Companies") will commence
on July 11, 2017.
UDW also announced that as at May 29, 2017, UDW Scheme Creditors
representing 94.0% by value of the UDW Scheme indebtedness have
signed or acceded to the RSA and support the UDW Scheme; DFH Scheme
Creditors representing 99.8% by value of the DFH Scheme
indebtedness have signed or acceded to the RSA and support the DFH
Scheme; DOV Scheme Creditors representing 98.5% by value of the DOV
Scheme indebtedness have signed or acceded to the RSA and support
the DOV Scheme; and DRH Scheme Creditors representing 81.6% by
value of the DRH Scheme indebtedness have signed or acceded to the
RSA and support the DRH Scheme.
The Schemes will affect only financial indebtedness. Operations
will continue unaffected. Trade creditors and vendors will
continue to be paid in the ordinary course of business and will not
be affected by any of the Schemes. If the Schemes are sanctioned,
the Scheme Companies will be substantially deleveraged through an
exchange of approximately $3.7 billion principal amount of debt for
(i) new equity of the Company, (ii) approximately $288 million of
cash, and (iii) $450 million of new secured debt.
Further Information
Convening Hearings
As previously reported on May 22, 2017, the Scheme Companies have
applied to the Cayman Court for authorization to convene Scheme
Meetings at which affected creditors (the "Scheme Creditors") will
meet to consider approval of the Schemes. The Cayman Court will
consider this application at Convening Hearings scheduled for
July 11, 12 and 13, 2017.
Provided the Cayman Court authorizes the Scheme Companies to
convene the Scheme Meetings, all Scheme Creditors will be provided
with an explanatory statement in advance of the Scheme Meetings
which will contain sufficient information for Scheme Creditors to
make an informed decision about the merits of the proposed
Schemes.
The Company expects the Scheme Meetings to be held in early August
and the Sanction Hearing, at which the Cayman Court will consider
granting final approval of the Schemes, to be held in early
September.
A Practice Statement Letter pertaining to the Schemes and further
information about the Restructuring is available on the Information
Agent's website.
DRH Early Consent Fee
As previously reported on May 18, 2017, the RSA was amended to
reflect an agreement reached between UDW and an ad hoc group of
holders of the DRH Senior Secured Notes (the "DRH Group") which,
amongst other things, provided for an increase in the amount
payable to, and the extension of the deadline for, DRH Scheme
Creditors that sign or accede to the RSA to be eligible to receive
a pro rata share of an early consent fee (the "DRH Early Consent
Fee").
The DRH Group, the Majority Supporting Lenders and DRH have agreed
to extend the deadline for DRH Scheme Creditors to accede to the
RSA (the "DRH Early Consent Deadline") to 5:00 p.m. (New York time)
on June 14, 2017.
The DRH Early Consent Fee of $3.0 million will be allocated on the
effective date of the DRH Scheme among those DRH Scheme Creditors
that accede to the RSA prior to the DRH Early Consent Deadline (and
that otherwise comply with their obligations thereunder) pro rata
based upon the notional amount of DRH Senior Secured Notes held by
such holders.
Ch. 15 Update
The hearing in the ancillary proceedings in the United States under
Chapter 15 of the Bankruptcy Code to consider the recognition of
the provisional liquidation proceedings and the Schemes as foreign
main proceedings, formerly scheduled for July 13, 2017, has been
adjourned to August 16, 2017.
George Economou, Chairman and CEO, commented:
"We are very pleased to now have a firm timetable to complete our
restructuring with the overwhelming support of all our
constituents. We are hopeful that we will be able to announce a
Restructuring Effective Date in September."
Simon Appell as JPL of the Scheme Companies commented:
"We are pleased that dates have been fixed for the Convening
Hearings and are delighted with the significant level of creditor
support for the respective Schemes."
A copy of the RSA, the Practice Statement Letter and other
information relating to the Restructuring is available on a website
maintained by Prime Clerk, the Company's Information Agent LLC at
https://cases.primeclerk.com/oceanrig.
About Ocean Rig UDW Inc.
Ocean Rig. (NASDAQ: ORIG) -- http://www.ocean-rig.com/-- is an
international offshore drilling contractor providing oilfield
services for offshore oil and gas exploration, development and
production drilling, and specializing in the ultra-deepwater and
harsh-environment segment of the offshore drilling industry.
On March 24, 2017, the Debtors filed winding up petitions with the
Cayman Court and issued summonses for the appointment of joint
provisional liquidators for the purpose of the Restructuring. By
orders of the Cayman Court dated March 27, 2017, Simon Appell and
Eleanor Fisher were appointed as the JPLs
and duly authorized foreign representatives, and the Cayman
Provisional Liquidation Proceedings were commenced.
Simon Appell and Eleanor Fisher of AlixPartners, LLP, in their
capacities, as the joint provisional liquidators and authorized
foreign representatives, filed for Chapter 15 protection for Ocean
Rig and its affiliates (Bankr. S.D.N.Y. Lead Case No. 17-10736) to
seek recognition of the Cayman proceedings.
The JPLs' U.S. counsel are Evan C. Hollander, Esq., and Raniero
D'Aversa Jr., Esq., at Orrick, Herrington & Sutcliffe LLP, in New
York.
OPTIMA SPECIALTY: Unsecured Note Claimholders to Get 100%, Interest
-------------------------------------------------------------------
Optima Specialty Steel, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a disclosure
statement dated May 24, 2017, relating to the first amended joint
Chapter 11 plan of reorganization.
Class 3-A consists of all Unsecured Notes Claims. In full and
final satisfaction, settlement, release, and discharge of and in
exchange for each and every Allowed Class 3-A Claim, on or as soon
as reasonably practicable after the Effective Date, each holder of
an Allowed Class 3-A Claim will receive cash in an amount equal to
100% of the allowed claim, plus post-Petition Date interest (if
any) for the period between the Petition Date and the Effective
Date at the federal judgment rate or other rate as minimally
necessary (only if payment of interest is required) to leave
Allowed Class 3-A Claim Unimpaired.
Distributions under the Plan and the Reorganized Debtors'
operations post-Effective Date will be funded from these sources:
(a) on the Effective Date, the Reorganized Debtors will enter
into the exit revolver facility, the final form and
substance of which will be acceptable to the Reorganized
Debtors and the Plan Sponsor, provided, however, that
this provision will not diminish the Plan Sponsor's
obligations under Section 3(a)(1) of the Plan Support
Agreement to act in a commercially reasonable manner.
The entry of the confirmation court order will be deemed
approval of the Exit Revolver Facility (including the
transactions contemplated thereby, like any
supplementation or additional syndication of the Exit
Revolver Facility, and all actions to be taken,
undertakings to be made, and obligations to be incurred
by the Reorganized Debtors in connection therewith,
including the payment of all fees, indemnities, and
expenses provided for therein) and authorization for the
Reorganized Debtors to enter into and execute the Exit
Revolver Facility and other documents as the Exit
Revolver Lenders may reasonably require to effectuate the
treatment afforded to such lenders pursuant to the Exit
Revolver Facility, subject to modifications as the
Reorganized Debtors may deem to be reasonably necessary
to consummate the Exit Revolver Facility;
(b) on the Effective Date, the Reorganized Debtors will enter
into the Exit Term Loan Facility, the final form and
substance of which will be acceptable to the Reorganized
Debtors and the Plan Sponsor, provided, however, that
this provision will not diminish the Plan Sponsor's
obligations under Section 3(a)(1) of the Plan Support
Agreement to act in a commercially reasonable manner.
The entry of the Confirmation Order will be deemed
approval of the Exit Term Loan Facility (including the
transactions contemplated thereby, like any
supplementation or additional syndication of the Exit
Term Loan Facility, and all actions to be taken,
undertakings to be made, and obligations to be incurred
by the Reorganized Debtors in connection therewith,
including the payment of all fees, indemnities, and
expenses provided for therein) and authorization for the
Reorganized Debtors to enter into and execute the Exit
Term Loan Facility and such other documents as the Exit
Term Loan Lenders may reasonably require to effectuate
the treatment afforded to lenders pursuant to the Exit
Term Loan Facility, subject to modifications as the
Reorganized Debtors may deem to be reasonably necessary
to consummate the Exit Term Loan Facility;
(c) on the Effective Date, the Plan Sponsor will fulfill its
funding obligations under the Plan Support Agreement by
contributing the Plan Sponsor Contribution to Reorganized
Optima as a contribution to capital in respect of the
Plan Sponsor's outstanding and Unimpaired Existing Optima
Common Stock. The Plan Sponsor Contribution will be used
as needed to pay Allowed DIP Claims, Allowed General
Unsecured Claims, Allowed Unsecured Notes Claims and
other allowed claims against and obligations of the
Debtors payable under the Plan; and
(d) other than as set forth in Articles 6.3(a), 6.3(b) and
6.3(c) of the Plan, all cash necessary for the
Reorganized Debtors to make payments required by the Plan
will be obtained from the Debtors' and Reorganized
Debtors' cash balances then on hand, after giving effect
to the transactions contemplated.
The Disclosure Statement is available at:
http://bankrupt.com/misc/deb16-12789-779.pdf
The plan confirmation hearing will commence on June 29, 2017, at
1:30 p.m. (Eastern). Objections to the Plan must be filed by June
22, 2017, at 4:00 p.m. (Eastern).
About Optima Specialty Steel
Optima Specialty Steel, Inc., and its affiliates filed separate
Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty
Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation
(Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del.
16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and
Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The
petitions were signed by Mordechai Korf, chief executive officer.
At the time of filing, the Debtor had assets and liabilities
estimated at $100 million to $500 million each.
Optima Specialty Steel and its affiliates are independent
manufacturers of specialty steel products. Their manufacturing
facilities are located in the United States, and each of the
companies' operating units have operated in the steel industry for
more than 50 years. At the time of the bankruptcy filing, the
Debtors collectively employ more than 900 people.
The Debtors engaged Greenberg Traurig, LLP, in Wilmington, DE,
as counsel. The Debtors tapped Ernst & Young LLP as their
accountant.
No request has been made for the appointment of a trustee or
examiner.
On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors. The committee hired
Squire Patton Boggs (US) LLP as its lead counsel and Whiteford,
Taylor & Preston LLC as its local Delaware counsel.
OTS CAPITAL: Wants Exclusive Plan Filing Deadline Moved to Sept. 11
-------------------------------------------------------------------
OTS Capital Partners, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to extend the exclusive period to file
a plan of reorganization for an additional 90 days, through and
including Sept. 11, 2017, and the solicitation deadline through and
including Oct. 11, 2017.
The Debtor is still attempting to negotiate a plan with its major
creditors, as well as sell a second piece of unused property to
further reamortize its debt with its major creditor.
The current Exclusivity Period expires on June 12, 2017.
About OTS Capital Partners, LLC
OTS Capital Partners, LLC, based in 616 Elliott Rd., McDonough,
Georgia, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-70357) on Nov. 11, 2016. The petition was signed by Dan C.
Fort, authorized representative. The Debtor is represented by
William A. Rountree, Esq., Macey, Wilensky & Hennings, LLC. At the
time of filing, the Debtor estimated $1 million to $10 million in
both assets and liabilities.
PASSAGE VILLAGE: Has Access to Cash Collateral in June
------------------------------------------------------
The Hon. Frank W. Volk of the U.S. Bankruptcy Court for the
Southern District of Virginia entered a fourth interim order
authorizing Passage Village of Laurel Run Operations, LLC, a
Delaware Limited Liability Company, and its debtor-affiliates to
use cash collateral in June 2017.
The Debtors, PHSG, LLC, and Welltower, Inc., and HCRI Pennsylvania
Properties Holding Company have further agreed to this additional
interim order to bridge the potential gap, if any, between the
expiration of the third interim court order and the Court's
decision on the proposed final court order authorizing use of cash
collateral and approving grant of adequate protection filed on May
22, 2017, to further amend the interim court orders to replace the
budget incorporated into the interim court orders with a budget
prepared and proposed by the Debtors covering June 2017.
The Debtors will pay the June Rent ($460,324.17) and the June tax
escrow payment ($28,720) to Welltower by June 26, 2017.
The Debtors will not make any payments to non-Debtor related
parties except the management fees authorized in the June Budget
and payments to Trinity Rehabilitation Services for services
actually performed post-petition.
The Debtors will provide PHSG with weekly financial reporting, in
form and substance reasonably acceptable to PHSG, and will deliver
any other financial documents reasonably requested by PHSG on
reasonable prior notice. These reports will also be provided to
Welltower at the same time as PHSG.
The budget provides for expected incoming cash and expected
disbursements for the month of June 2017. This June Budget will
govern the Debtors for the month of June:
Expected Incoming Cash $2,628,544
Expected Disbursements $(2,821,884)
Starting Cash $223,340
Projected Ending Cash Balance $30,000
A copy of the court order is available at:
http://bankrupt.com/misc/wvsb17-30092-275.pdf
About Passage Midland, et al.
Passage Healthcare -- http://passagehealthcare.net-- is a senior
living care provider founded in 2013 by Andrew Turner and William
Lasky.
Passage Midland Meadows Operations, LLC and three affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. S.D. W.Va. Lead
Case No. 17-30092) on March 13, 2017. The affiliates are Passage
Healthcare Property, LLC; Passage Longwood Manor Operations, LLC;
and Passage Village of Laurel Run Operations, LLC.
The petitions were signed by Andrew Turner, member-manager of
Passage Healthcare, LLC, manager of Passage Midland.
Passage Midland estimated $0 to $50,000 in assets and $1 million to
$10 million in liabilities as of the bankruptcy filing.
The Hon. Frank W. Volk presides over the cases.
Jackson Kelly PLLC is the Debtors' bankruptcy counsel. Capozzi
Adler, PC, is the Debtors' special counsel, required to provide
services related to Pennsylvania regulatory and licensing
compliance and Medicare, and Medicaid payment and compliance.
Judy A. Robbins, the U.S. Trustee for Region 4, appointed Margaret
Barajas as the Patient Care Ombudsman for two of the Debtors:
Passage Village of Laurel Run Operations and Passage Longwood Manor
Operations.
An official committee of unsecured creditors has not been appointed
in the Debtors' cases, according to a court docket.
PENGROWTH ENERGY: Completes Prepayment of Remaining $100M Notes
---------------------------------------------------------------
Pengrowth Energy Corporation on June 2, 2017, disclosed it has
completed its prepayment of the remaining outstanding US$100
million (equivalent CA$134 million) of 6.35% senior term notes
scheduled to mature on July 26, 2017. The prepayment was completed
on June 2nd and leaves the Company with no outstanding debt due
until August 2018.
Pengrowth continues with it focused efforts to further reduce its
outstanding debt and expects an additional CA$365 million of cash
proceeds (before closing adjustments) from the previously announced
Swan Hills asset sales, which are expected to close in the coming
days.
Derek Evans, President and Chief Executive Officer of Pengrowth
commented, "We are delighted by the progress that we have made
reducing our debt and strengthening our balance sheet. With this
payment we have reduced our debt by approximately CA$670 million
from December 31, 2016. The expected CA$365 million of proceeds
from the Swan Hills sales should allow Pengrowth to reduce its debt
by approximately 60 percent from December 31, 2016."
About Pengrowth
Pengrowth Energy Corporation (TSX:PGF) (NYSE:PGH) is a Canadian
intermediate energy company focused on the sustainable development
and production of oil and natural gas in Western Canada. The
Company is headquartered in Calgary, Alberta, Canada and has been
operating in the Western basin for over 28 years.
PERFUMANIA HOLDINGS: Expanding Review of Strategic Alternatives
---------------------------------------------------------------
Perfumania Holdings, Inc., a U.S. specialty retailer and
distributor of fragrances and related beauty products, announced
that a special committee of independent directors is considering
various alternatives to address the Company's financial condition.
The Company previously announced that it is reviewing and updating
its sales strategy in order to improve operating results. The
special committee is also considering the Company's capital
structure and has contacted the Nussdorf family, who in the
aggregate are the owners of approximately 50% of the Company's
outstanding common stock and the majority of the Company's debt, to
start discussions over possible alternatives that could result in
value to all shareholders.
The Company does not have a defined timeline for the strategic
review process, and there can be no assurance that it will result
in any strategic alternative being announced or consummated. The
Company does not intend to disclose further information regarding
this process unless and until its Board of Directors has approved a
specific action or otherwise determined that further disclosure is
appropriate.
About Perfumania Holdings
Perfumania Holdings, Inc. (NASDAQ: PERF) --
http://www.perfumaniaholdings.com/or perf@jcir.com -- is a
specialty retailer and distributor of fragrances and related beauty
products across the United States. Perfumania has a 30-year
history of innovative marketing and sales management, brand
development, license sourcing and wholesale distribution making it
the premier destination for fragrances and other beauty supplies.
As of Jan. 28, 2017, Perfumania had $310.3 million in total assets,
$249.9 million in total liabilities and $60.42 million in total
shareholders' equity. Perfumania reported a net loss of $23.63
million for the fiscal year ended Jan. 28, 2017, following a net
loss of $11.67 million for the fiscal year ended Jan. 30, 2016.
PERSONAL SUPPORT: Taps Gitomer & Berenholz as Accountant
--------------------------------------------------------
Personal Support Medical Suppliers, Inc.and Care for You Home
Medical Equipment, LLC seek approval from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to hire an accountant.
The Debtors propose to hire Gitomer & Berenholz P.C. to assist in
the preparation of corporate tax returns and monthly accounting
analysis.
The hourly rates charged by the firm are:
Richard Gitomer $260
Ted Landay $205
Missy Frankowski $85
Monica Firth $85
Richard Gitomer, a certified public accountant and partner at
Gitomer & Berenholz, disclosed in a court filing that he and other
members of the firm do not hold any interest adverse to the
Debtors.
The firm can be reached through:
Richard B. Gitomer
Gitomer & Berenholz P.C.
445 Shady Lane
Huntingdon Valley, PA 19006
About Personal Support Medical Suppliers
Personal Support Medical Suppliers, Inc., and Care for You Home
Medical Equipment, LLC, doing business as Community Care Partners,
are both home medical equipment organizations operating in the
greater Philadelphia Region and New York with offices in
Philadelphia and Seneca, Pennsylvania.
The Debtors filed Chapter 11 petitions (Bankr. E.D. Pa. Case Nos.
17-12833 and 17-12836) on April 24, 2017. David Halooka,
president, signed the petitions. At the time of filing, the
Debtors each estimated assets and liabilities at $1 million to $10
million.
The Hon. Ashely M. Chan is the case judge. Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., serves as counsel to the
Debtors. The Debtors hired Momentum Advisors Services, LLC, Inc.
as their financial advisor.
No trustee, examiner or creditors' committee has been appointed in
the Debtors' cases.
PETCO ANIMAL : Bank Debt Trades at 7% Off
-----------------------------------------
Participations in a syndicated loan under Petco Animal Supplies is
a borrower traded in the secondary market at 93.13
cents-on-the-dollar during the week ended Friday, May 26, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.88 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 May 26.
PETSMART INC: Bank Debt Trades at 3% Off
----------------------------------------
Participations in a syndicated loan under Petsmart Inc is a
borrower traded in the secondary market at 96.52
cents-on-the-dollar during the week ended Friday, May 26, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.40 percentage points from the
previous week. Petsmart Inc pays 300 basis points above LIBOR to
borrow under the $2.506 billion facility. The bank loan matures on
March 10, 2020 and carries Moody's Ba3 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 May 26.
PUERTO RICO: Sales Tax Creditors Want to Depose Gov't Officials
---------------------------------------------------------------
The American Bankruptcy Institute, citing Nick Brown of Reuters,
reported that a group of creditors holding some $2.5 billion in
senior debt issued by Puerto Rico's sales tax authority (COFINA) is
seeking to depose government officials over what they see as
conflicts of interest in how the U.S. territory manages its bond
payments.
According to the report, the group has asked a judge to let them
depose officials in charge of Puerto Rico's fiscal agency, known by
its acronym AAFAF.
A source familiar with the COFINA creditors' thinking said the
group wants to depose Puerto Rico Governor Ricardo Rossello, one of
his key advisers Elias Sanchez, and AAFAF's director, Gerardo
Portela, the report related. The filing was part of a legal
dispute between senior and junior COFINA creditors over a $16
million interest payment due on June 1, the report said.
Court papers filed by the senior creditor group, which includes
Cyrus Capital Partners and Tilden Park Capital Management, said
AAFAF "suffers from irreconcilable conflicts of interest" because
it acts on behalf of both COFINA and Puerto Rico's central
government -- separate debt issuers whose creditors are fighting
over the same money, the report further related.
COFINA'S $17 billion in bonds are backed by sales tax revenue but
holders of the central government's $18 billion in general
obligation (GO) bonds, including Aurelius Capital Management and
Monarch Alternative Capital, argue their constitutionally
guaranteed debt puts them first in line for that revenue, the
report said.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States. The chief of state is the President of the
United States of America. The head of government is an elected
Governor. There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats. The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the
son of former governor Pedro Rossello.
In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.
The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and
(vii) David A. Skeel Jr.
On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA"). The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578. A copy of Puerto
Rico's PROMESA petition is available at
http://bankrupt.com/misc/17-01578-00001.pdf
On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599). Joint administration has been sought for the
Title III cases.
On May 21, 2017, two more agencies -- Employees Retirement System
of the Government of the Commonwealth of Puerto Rico and Puerto
Rico Highways and Transportation Authority (Case Nos. 17-01685 and
17-01686) -- commenced Title III cases.
U.S. Chief Justice John Roberts has named U.S. District Judge
Laura Taylor Swain to preside over the Title III cases.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
Jones Day is serving as counsel to certain ERS bondholders.
Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.
PURADYN FILTER: Board Member Quits, Cites Other Commitments
-----------------------------------------------------------
Puradyn Filter Technologies Incorporated received the written
resignation of Mr. Dominick A. Telesco from its Board of Directors
effective June 1, 2017. According to the Company, it had no
disagreements with Mr. Telesco relating to its operations, policies
or practices. Mr. Telesco, who served on the Board of Directors
since 2006, cited his other commitments as the reason for his
resignation.
About Puradyn Filter
Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.
Puradyn Filter reported a net loss of $1.44 million on $1.94
million of net sales for the year ended Dec. 31, 2016, compared to
a net loss of $1.44 million on $1.97 million of net sales for the
year ended Dec. 31, 2015.
As of March 31, 2017, Puradyn had $1.43 million in total assets,
$9.33 million in total liabilities, and a total stockholders'
deficit of $7.89 million.
Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
experienced net losses since inception and negative cash flows from
operations and has relied on loans from related parties to fund its
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
QUALITY CONSERVATION: Committee Taps Saul Ewing as Legal Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Quality
Conservation Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire legal counsel.
The committee proposes to hire Saul Ewing LLP to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, analyze claims of creditors, investigate the Debtor's
financial condition, and assist in negotiations on the terms of a
plan of reorganization.
The hourly rates charged by the firm range from $395 to $950 for
partners, $350 to $575 for special counsel, $250 to $410 for
associates, and $190 to $325 for paraprofessionals.
Dipesh Patel, Esq., disclosed in a court filing that the firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Dipesh Patel, Esq.
Melissa A. Martinez, Esq.
Saul Ewing LLP
One Riverfront Plaza, Suite 1520
1037 Raymond Boulevard
Newark, NJ 07102
Tel: (973) 286-6718
About Quality Conservation
Founded in 1997, Quality Conservation Services, Inc. --
www.qualityconservationservices.com -- is a mid-sized organization
in the special trade contractors industry located in Oak Ridge,
New Jersey.
The Debtor sought bankruptcy protection (Bankr. D. N.J, Case No.
17-19063) on May 2, 2017. The petition was signed by Samuel
Galpin, chief executive officer. The Hon. Vincent F. Papalia
presides over the case.
The Debtors listed total estimated assets of $1 million to
$10 million and total estimated liabilities of $1 million to
$10 million.
Norris Mclaughlin & Marcus, PA serves as lead bankruptcy counsel to
the Debtors while Morris S. Bauer, Esq. serves as local counsel.
An official committee of unsecured creditors has been appointed.
R N EQUIPMENT: Schwartz Levitsky Soliciting Offers for Assets
-------------------------------------------------------------
Schwartz Levitsky Feldman Inc., as court-appointed receiver of the
assets, properties and undertakings of R. N. Equipment Ltd.,
pursuant to an order of the Ontario Superior Court of Justice dated
March 17, 2017, invites parties to submit bids for the Company's
assets.
The assets are being offered for sale on an "as is, where is" no
recourse basis.
For further information interested parties are invited to contact:
James Graham, CIRP LIT
Schwartz Levitsky Feldman Inc.
2300 Yonge Street
Suite 1500, Box 2434
Toronto, ON M4P 1E4
Tel: (416) 785-5353
Fax: (416) 784-3025
Email: james.graham@slf.ca
R. N. Equipment Rental Ltd. was in the business of short-term
leasing and renting of Kubota Canada Ltd. brand equipment and other
products, including tractors, trailers and other equipment.
RA HOLDING: Has $9.69M Total Income for 9 Months Ended March 31
---------------------------------------------------------------
RA Holding Corp. on June 1, 2017, disclosed that it has published
its unaudited interim condensed financial statements as of and for
the nine month period ended March 31, 2017.
The Company had $116,845,000 in assets and $116,844,000 in
liabilities, and $1,000 in equity. RA Holding had total income of
$7,460,000 and total expenses of $9,692,000 for the nine month
period ended March 31, 2017, compared with $14,528,000 in total
income and $12,723,000 in total expenses for the same period in
2016.
The financial reports are available at
http://dev.gardencitygroup.com/cases/arcapita/reports.php
About RA Holding Corp.
RA Holding Corp. is the top-level holding company in the group
created pursuant to the plan of reorganization of Arcapita Bank
B.S.C.(c) and certain of its affiliates under chapter 11 of the
United States Bankruptcy Code.
Founded in 1996, Arcapita was a global manager of
Shari'ah-compliant
alternative investments and operated as an investment bank. The
Arcapita Group had roughly US$7 billion in assets under management.
Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012. The inability to repay a US$1.1 billion syndicated unsecured
facility when that was set to due March 28, 2012, prompted the
filing. The effective date of the Debtors' Second Amended Joint
Plan of Reorganization, dated as of June 11, 2013, occurred on
Sept. 17, 2013.
In the Chapter 11 cases, the Debtors tapped Gibson, Dunn & Crutcher
LLP as bankruptcy counsel, Linklaters LLP as corporate counsel,
Towers & Hamlins LLP as international counsel on Bahrain matters,
Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as
accountants, Rothschild Inc. and financial advisor, and GCG Inc. as
notice and claims agent.
RACEWAY MARKET: Hearing on Disclosures Approval Set for June 26
---------------------------------------------------------------
The Hon. Robyn L. Moberly of the U.S. Bankruptcy Court for the
Southern District of Indiana has scheduled for June 26, 2017, at
10:00 a.m. EDT, the hearing to consider the adequacy of Raceway
Market Land, LLC's disclosure statement dated May 22, 2017,
referring to the Debtor's amended Chapter 11 plan dated May 22,
2017.
Any objection to the Disclosure Statement must be filed at least
five days prior to the hearing.
As reported by the Troubled Company Reporter on April 27, 2017, the
Debtor filed the Disclosure Statement, stating that unsecured
creditors will receive full payment of their claims, according to
the Debtor's proposed Chapter 11 plan. The Plan proposes to pay
creditors holding Class 4 non-priority unsecured claims in full in
cash on or before the effective date of the Plan. The total amount
of unsecured claims is estimated at $2,609,579.
About Raceway Market
Headquartered in Indianapolis, Indiana, Raceway Market Land, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case
No. 16-09541) on Dec. 20, 2016, listing $4.25 million in total
assets and $5.74 million in total liabilities. The petition was
signed by Craig W. Johnson, president.
Judge Robyn L. Moberly presides over the case.
Andrew T. Kight, Esq., at Taft Stettinius & Hollister LLP serves as
the Debtor's bankruptcy counsel.
REAM PROPERTIES: Hearing on Disclosures Approval Set for July 20
----------------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania has scheduled for July 20, 2017, at
10:00 a.m., the hearing to consider the approval of Ream
Properties, LLC's amended disclosure statement dated May 23, 2017,
referring to the Debtor's amended Chapter 11 plan dated May 23,
2017.
Objections to the Amended Disclosure Statement must be filed by
June 28, 2017.
About Ream Properties
Ream Properties, LLC, was formed in 2008 for the purpose of
rehabbing and renting affordable properties in the greater
Harrisburg area resulting in the restoration of properties to the
tax and utility roles.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 15-02980) on July 15, 2015, listing
under $1 million in assets and liabilities.
Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl serves
as the Debtor's bankruptcy counsel.
REDDY ICE: July 24 Hearing on QSF Distribution Process
------------------------------------------------------
In the bankruptcy case captioned IN RE: REDDY ICE HOLDINGS, INC.,
Chapter 11, Debtors, Case No. 12-32349-SGJ-11 (N.D. Tex.), Judge
Stacey G. Jernigan of the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division, scheduled on July 24,
2017, at 2:30 p.m., a continued hearing on the Motion for Claims
Process, where the Court expects to rule on how to disburse the
Reddy Ice Qualified Settlement Fund ("QSF").
Reddy Ice, et al., which were, or are, among the country's largest
manufacturers and sellers of packaged ice, filed a voluntary
Chapter 11 bankruptcy case on April 12, 2012. Reddy Ice was highly
successful in swiftly obtaining confirmation of a prepackaged
reorganization plan on May 22, 2012. The bankruptcy case was
administratively closed on Sept. 30, 2013. Now, many years later,
counsel purportedly acting for the so-called "Indirect Purchaser
Class Plaintiffs" has moved to reopen the bankruptcy case, for the
sole purpose of asking the Court to approve an "allocation plan,
advertisement and claims process" so that counsel for these class
plaintiffs may at long-last distribute (after payment of some
additional fees and expenses) what is left of a certain class
action settlement fund that the Court approved, and that was paid
by Reddy Ice to counsel for the Plaintiffs, in May 2012.
The Court approved a class action settlement early during the Reddy
Ice Chapter 11 case, and counsel for the Plaintiffs (after paying
its court-approved legal fees and expenses), has never even
notified the Plaintiffs of a claims submission process -- much less
disbursed any of the settlement funds to any of the claimants --
i.e., claimants that the Plaintiffs' counsel was charged to
"adequately represent." The Court pointed out that the five-year
delay is disturbing, and the economics here -- and the likely
futility of reliably ascertaining a class of claimants to whom to
distribute funds, after all this time -- are equally disturbing.
The settlement fund at issue was $700,000. Of that, $406,585 has
been expended on professional fees and expenses, leaving $297,503.
The costs now projected by the Plaintiffs' counsel for advertising
and setting up a claims process is estimated in its pleadings to be
another $179,812, which would leave $117,690 to disburse to the
class plaintiffs. The thus-far-absent, unidentified class
plaintiffs are not individuals or estates of individuals who were
maimed or killed. The class Plaintiffs are essentially defined as
consumers who bought a package of ice anywhere in the continental
United States, which was manufactured by either Reddy Ice or one of
two other big ice manufacturers, between nine and sixteen years ago
(i.e., during the years 2001-2008).
The putative class action alleged that the big three sellers of
packaged ice in America engaged in anti-competitive conduct during
the years 2001-2008 and, thus, consumers presumably paid too much
for bags of ice. And the Plaintiffs' counsel has all but assured
the court that the actual claimants are likely to receive no more
than a peppercorn once the remaining settlement funds are
disbursed.
Judge Jernigan held, "The Court knows that this is the reality of
many class action settlements (particularly where consumer products
are involved); there is often not a meaningful recovery. And the
Court well understands that class actions like this sometimes serve
a laudable purpose of deterring questionable business practices.
But the situation here (the delay; the obstacles to a reliable and
feasible method for disbursing funds that should have been obvious
from "Day One") is most disturbing. The Court was told long ago --
in motions and hearings -- that the settlement fund at issue would
be combined with a similar settlement fund that had been obtained
from another ice manufacturer in a class action pending in the
United States District Court for the Eastern District of Michigan
and disbursed under the supervision of that court. That did not
come to fruition."
"In any event, the Court determined, at a hearing a few weeks ago,
that it was necessary to reopen the Reddy Ice bankruptcy case so
that the settlement it long-ago approved can finally be somehow
implemented. The options for disbursement of the settlement fund,
at this point (so many years after any alleged harm), are all
imperfect -- to say the least," Judge Jernigan added.
"The Court is struggling mightily with how there can be any
integrity and legitimacy in a process here -- especially so late in
the game," the judge stated.
"The Court will not condone a process where no proof of harm to
obtain Settlement funds is required, except for a "say-so" checking
of a box. To do so would invite mischief. At a minimum, it is not
consistent with the integrity normally expected in the bankruptcy
system. The Court is also not inclined to allow any more
professional fees to be paid from the QSF," the court added.
The Court sets forth the following imperfect possibilities for a
claims allowance and distribution process, and instructs
Plaintiffs' Counsel and any other parties-in-interest who wish to
express a position to file briefs within 30 days after the entry of
the Order:
1. Option #1: The Plaintiffs' Counsel will place an
advertisement in USA Today soliciting claims from persons who might
have purchased ice (from Reddy Ice, Arctic, or Home City) during
2001-2008 in one of the 18 states that have been represented by the
Plaintiffs' Counsel to permit monetary damages to indirect
purchasers. The Claimants will be required to file a proof of
claim form with the Bankruptcy Clerk for the Northern District of
Texas, Dallas Division, with there being a requirement that
claimants include receipts as proof of purchase and sign the proof
of claim form under penalty of perjury. After a deadline (60 days
perhaps), the Court can decide, based on the number of claims filed
(if any), whether claims analysis and objections are warranted and
who will do this. If no legitimate claims are filed (or so few are
filed that there are excess funds), Options #2 or #3 can be
considered.
2. Option #2: Forego a claims process altogether at this point.
Simply remit the remaining QSF funds to Reddy Ice to disburse pro
rata to the allowed Class 8B claimants under their confirmed plan
(general unsecured creditors).
3. Option #3: Cy pres disbursement. Instruct Reddy Ice to,
within 30 days, designate a charity to whom to disburse the QSF
funds -- a direct payment of the money in the Registry of
bankruptcy court will be made to such charity.
A full-text copy of the Court's May 30, 2017 opinion and order is
available at https://is.gd/QlplsK from Leagle.com
Reddy Ice Holdings, Inc., Debtor, represented by Jason S. Brookner,
Gray Reed & McGraw LLP, Sarah E. Castle, DLA Piper, LLP, Gregg M.
Galardi, DLA Piper, LLP & Vincent P. Slusher, DLA Piper LLP.
Reddy Ice Corporation, Consolidated debtor, represented by Lydia
Rogers Webb, Gray Reed and McGraw LLP.
Ad Hoc Group of First Lien and Second Lien Noteholders, Ad Hoc
Group of First Lien and Second Lien Noteholders, Creditor
Committee, represented by Meritt Crosby, Kilmer Crosby & Walker
PLLC, Joshua Andrew Feltman, Wachtell, Lipton, Rosen & Katz, Brian
A. Kilmer, Kilmer Crosby & Walker PLLC, Emil A. Kleinhaus,
Wachtell, Lipton, Rosen & Katz & Daniel A. Rubens, Wachtell,
Lipton, Rosen & Katz.
Official Unsecured Creditors Committee, Creditor Committee,
represented by Maria A. Bove, Pachulski Stang Ziehl & Jones Robert
Joel Feinstein, Pachulski Stang Ziehl & Jones LLP, John A. Morris,
Pachulski Stang Ziehl & Jones, LLP & Gabrielle A. Rohwer, Pachulski
Stang Ziehl & Jones.
RMS TITANIC: Taps Expert Witness in Suit vs. French Government
--------------------------------------------------------------
RMS Titanic, Inc. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire an expert witness in
connection with its case against the French government.
The Debtor proposes to hire Yann Aguila, a partner at Paris-based
law firm Bredin Prat and an expert on issues related to French
administrative law that are central to the claims asserted in the
lawsuit.
Mr. Aguila will be employed as an expert witness for Nelson Mullins
Riley & Scarborough LLP, the Debtor's legal counsel in the French
lawsuit.
The Debtor sued the French government in the U.S. bankruptcy court
to seek determination that the government holds no interest in
certain artifacts recovered from the Titanic wreck site.
Bredin Prat will be paid at a blended hourly rate of EUR600 for the
preparation of Mr. Aguila's initial written expert opinion. After
submission of the expert opinion, any requests for additional
advice from Mr. Aguila would be subject to an additional billing.
If Mr. Aguila is required to travel to Jacksonville, Florida to
testify before the bankruptcy court, Bredin Prat will be paid a
total of EUR20,000 for one day (covering both preparation and the
hearing).
The Debtor proposes to pay the firm any additional time in
connection with travel to Jacksonville at the rate of EUR7,000 per
day, which will be pro-rated on the basis of EUR600 per hour for
less than a full day of work (on the basis of a 10 hour work day),
plus reimbursement of expenses.
If further matters arise and Mr. Aguila is required to travel
outside of Paris, Bredin Prat will be paid EUR7,000 per day, plus
reimbursement of expenses.
If Mr. Aguila is not asked to travel to Jacksonville to testify for
the hearing, but testifies electronically or via telephone, Bredin
Prat will be paid EUR600 per hour for preparation and testimony.
The Debtor proposes to pay the firm an additional 3% of its fees as
a flat charge for office disbursements, and reimburse all actual
travel costs.
Mr. Aguila disclosed in a court filing that he and his firm have
not represented the Debtor or any of its affiliates, and that he is
not aware of any conflict of interest that would affect his ability
to serve as an expert witness.
Bredin Prat can be reached through:
Yann Aguila, Esq.
Bredin Prat
53 Quai d'Orsay, 75007
Paris, France
About About RMS Titanic Inc.
Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world. Premier --http://www.PremierExhibitions.com/--
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition,
BODIES...The Exhibition, Tutankhamun: The Golden King and the
Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.
RMS Titanic and seven of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016.
Former ChiefFinancial Officer and Chief Operating Officer Michael
J. Little signed the petitions. The Chapter 11 cases are assigned
to Judge Paul M. Glenn.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Debtors are represented by Daniel F. Blanks, Esq. and Lee D.
Wedekind, III, Esq. at Nelson Mullins Riley & Scarborough LLP. The
Debtors employ Brian A. Wainger, Esq. at Kaleo Legal as special
litigation counsel, outside general counsel, securities counsel,
and conflicts counsel; Robert W. McFarland, Esq. at McGuireWoods
LLP as special litigation counsel; Steven L. Berson, Esq. at
Dentons US LLP and Dentons Canada LLP as outside general counsel
and securities counsel; Oscar N. Pinkas, Esq. at Dentons LLP as
outside general counsel and securities counsel.
The Debtors also employed Ronald L. Glass as Chief Restructuring
Officer and GlassRatner Advisory & Capital Group, LLC, as
financial advisors.
On August 24, 2016, the United States Trustee appointed an official
committee of unsecured creditors, as well as an official committee
of equity security holders. The Creditors Committee consists of
TSX Operating Co., LLC, Dallian Hoffen Biotechnique Co., Ltd., and
B.E. Capital Management Fund, LP. The Equity Committee consists of
Jonathan Heller, Lawndale Capital Management LLC, Ian Jacobs, ACK
Investments, LLC, and Frank Gerber.
The Creditors Committee retained Avery Samet, Esq. and Jeffrey
Chubak, Esq. at Storch Amini & Munves PC, and Richard R. Thames,
Esq. and Robert A. Heekin, Jr., Esq. at Thames Markey & Heekin,
P.A. as counsel.
The Equity Committee retained Peter J. Gurfein, Esq. at Landau
Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq. and
Katherine C. Fackler, Esq. at Akerman LLP as Co-Counsel; and Teneo
Securities LLC as financial advisor.
ROCKIES REGION: Lack of Liquidity Raises Going Concern Doubt
------------------------------------------------------------
Rockies Region 2007 Limited Partnership filed its quarterly report
on Form 10-Q, disclosing a net income of $116,417 on $484,280 of
revenues for the three months ended March 31, 2017, compared with a
net loss of $101,180 on $363,931 of revenues for the same period in
2016.
The Company's balance sheet at March 31, 2017, showed $2.70 million
in total assets, $3.12 million in total liabilities, and a
stockholders' deficit of $424,824.
This Partnership has historically funded its operations with cash
flows from operations. This Partnership's most significant cash
outlays have related to its operating expenses, capital
expenditures and cash distributions to partners. In spite of the
recent quarterly generation of net income, this Partnership
generated negative cash flows from operations during the three
months ended March 31, 2017, due to satisfying asset retirement
obligations for wells plugged and abandoned in late 2016. The
negative impact to its cumulative lack of liquidity resulting from
sustained depressed commodity prices and declining production
raises substantial doubt about this Partnership's ability to
continue as a going concern.
Additionally, as the expected cash outlays for plugging and
abandoning wells over the next several years is expected to amount
to meaningful expenditures, this applies further pressure on the
overall liquidity of this Partnership. The Managing General
Partner believes that cash flows from operations will be
insufficient to meet this Partnership's obligations largely because
of ongoing expected declines in production volumes and the
expenditures required to plug and abandon uneconomic wells. This
deficit in available cash flows generated by this Partnership's
operations will be funded by the Managing General Partner to the
extent necessary. The Managing General Partner will recover
amounts funded from future cash flows of this Partnership, to the
extent available.
The working capital deficit of approximately $631,000 as of March
31, 2017, has also been taken into account in the conclusion that
there is substantial doubt as to this Partnership's ability to
continue as a going concern.
A copy of the Form 10-Q is available at:
https://is.gd/s54Lgg
Rockies Region 2007 Limited Partnership engages in the development,
production and sale of crude oil, natural gas, and NGLs in the
United States. It owns an undivided working interest in 71.9 net
productive crude oil and natural gas wells located in the
Wattenberg Field within the Denver-Julesburg Basin, northeast of
Denver, Colorado. PDC Energy, Inc. operates as a managing general
partner of the company. Rockies Region 2007 Limited Partnership
was founded in 2007 and is based in Denver, Colorado.
ROOSTER ENERGY: Case Summary & Unsecured Creditor
-------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Rooster Energy, L.L.C. 17-50705
16285 Park Ten Place, Suite 120
Houston, TX 77084
Cochon Properties, LLC 17-50706
Rooster Energy Ltd. 17-50707
Rooster Petroleum, LLC 17-50708
Rooster Oil & Gas, LLC 17-50709
Morrison Well Services, LLC 17-50710
Probe Resources US LTD 17-50711
Business Description: Rooster Energy Ltd. --
http://www.roosterenergyltd.com-- is an
integrated oil and natural gas company with
an exploration and production (E&P) business
and a downhole and subsea well intervention
and plugging and abandonment service
business. This combination enables Rooster
to operate and manage the entire lifecycle
of a well from drilling through abandonment
and provides it with a significant advantage
in exploiting offshore reserves in its core
area of the Gulf of Mexico. The Company's
operations are located in the state waters
of Louisiana and the shallow waters of the
Gulf of Mexico, mature regions that have
produced since 1936.
Chapter 11 Petition Date: June 2, 2017
Court: United States Bankruptcy Court
Western District of Louisiana (Lafayette)
Debtors' Counsel: Jan M. Hayden, Esq.
Edward H. Arnold III, Esq.
Lacey Rochester, Esq.
BAKER, DONELSON, BEARMAN,
CALDWELL & BERKOWITZ, P.C.
201 St. Charles Avenue, Suite 3600
New Orleans, Louisiana 70170
Tel: (504) 566-5200
Fax: (504) 636-4000
E-mail: jhayden@bakerdonelson.com
harnold@bakerdonelson.com
lrochester@bakerdonelson.com
- and -
Susan C. Mathews, Esq.
Daniel J. Ferretti, Esq.
BAKER, DONELSON, BEARMAN,
CALDWELL & BERKOWITZ, P.C.
1301 McKinney St., Suite 3700
Houston, TX 77010
Tel: (713) 650-9700
Fax: (713) 650-9701
E-mail: smathews@bakerdonelson.com
dferretti@bakerdonelson.com
Rooster Energy, L.L.C.'s
Estimated Assets: $0 to $50,000
Rooster Energy, L.L.C.'s
Estimated Debt: $50 million to $100 million
The petitions were signed by Kenneth F. Tamplain, Jr., president
and chief executive officer.
A full-text copy of Rooster Energy's petition is available for free
at http://bankrupt.com/misc/lawb17-50705.pdf
Rooster Energy, L.L.C.'s list of top unsecured creditors has a
single entry: Angelo, Gordon Energy Servicer, LLC, holding a claim
of $28.15 million.
ROOSTER ENERGY: Misses May 30 Financials Due to Cash Issues
-----------------------------------------------------------
Rooster Energy Ltd. on May 30, 2017, disclosed that the filing with
applicable Canadian securities regulators of its quarterly
financial statements, management's discussion and analysis and
related CEO and CFO certifications for the period ended March 31,
2017, has been delayed beyond the filing deadline of May 30, 2017.
As previously disclosed, the Company is in discussions with the
holders of its Senior Secured Notes to restructure the terms and
conditions of the related Note Purchase Agreement. To date the
Company and the holders of Senior Secured Notes have been unable to
reach agreement on these matters. As a result, the Company remains
under significant cash constraints and has been unable to complete
its requisite financial disclosures within the mandated time frame.
Additionally, the Company opted not to make the interest payment
due on May 1, 2017 under the terms of the Note Purchase Agreement.
There can be no assurance the Company will be able to reach a
satisfactory agreement with the holders of its Senior Secured Notes
or resume the filing of its continuous disclosure materials within
a particular time frame or at all. In the event the Company is
unable to satisfactorily restructure the Senior Secured Notes, the
Company would in all likelihood exercise all of its available
alternatives to preserve the going concern value of the Company.
Such alternatives could include filing a voluntary petition for
relief under Chapter 11 of the U.S. Bankruptcy Code or similar
restructuring laws, with recognition of any orders entered
thereunder in the appropriate jurisdiction in Canada.
About Rooster Energy Ltd.
Rooster Energy Ltd. -- http://www.roosterenergyltd.com-- is a
Houston, Texas, based independent oil and natural gas exploration &
production company focused on the development of resources in the
shallow waters of the Gulf of Mexico and the delivery of well
intervention services, including well plugging and abandonment.
ROOSTER ENERGY: No Deal Reached With Noteholders, Files for Ch. 11
------------------------------------------------------------------
Rooster Energy Ltd. on June 2, 2017, disclosed that all of its U.S.
subsidiaries, Rooster Energy, L.L.C., Rooster Petroleum, LLC,
Rooster Oil & Gas, LLC, Probe Resources US Ltd., Cochon Properties,
LLC and Morrison Well Services, LLC (together, the "Company") each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (the "Code").
The Company has requested that all cases be consolidated only for
administrative purposes.
Motions have also been filed for entry of interim and final orders:
(i) authorizing post-petition use of cash collateral; (ii) granting
adequate protection to pre-petition secured parties; (iii)
modifying the automatic stay imposed by section 362 of the Code;
(iv) scheduling a final hearing; and (v) granting related relief.
The Company anticipates that it will file for recognition of any
orders entered under Chapter 11 of the Code under the Companies'
Creditors Arrangement Act ("CCAA").
The commencement of Chapter 11 reorganization proceedings follows
previously disclosed discussions between the Company and the
holders of its Senior Secured Notes to restructure the terms and
conditions of the related Note Purchase Agreement. The Company and
the holders of the Senior Secured Notes have been unable to reach
agreement on these matters. The Company has been left without
access to sufficient cash collateral, limiting the long-term
ability of the Company to operate its businesses. It is the
intention of the Company to continue to operate during the
proceedings.
About Rooster Energy Ltd.
Rooster Energy Ltd. -- http://www.roosterenergyltd.com/-- is a
Houston, Texas, based independent oil and natural gas exploration
and production company focused on the development of resources in
the shallow waters of the Gulf of Mexico and the delivery of well
intervention services, including well plugging and abandonment.
ROSETTA GENOMICS: Morgan Stanley Holds 5.1% Stake as of May 23
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Morgan Stanley disclosed that as of May 23, 2017, it
beneficially owns 132,289 shares of common stock of Rosetta
Genomics Ltd. representing 5.1 percent of the shares outstanding.
Morgan Stanley Capital Services LLC also reported 130,538 common
shares. A full-text copy of the regulatory filing is available for
free at https://is.gd/C4YYKa
About Rosetta Genomics
Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
Rosetta Genomics reported a net loss of US$16.23 million on US$9.23
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of US$17.34 million on US$8.26 million of
total revenues for the year ended Dec. 31, 2015.
As of Dec. 31, 2016, Rosetta had US$11.96 million in total assets,
US$7.54 million in total liabilities and $4.41 million in total
shareholders' equity.
Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in
Tel-Aviv, Israel, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has recurring losses from operations and
has limited liquidity resources that raise substantial doubt about
its ability to continue as a going concern.
RUBICON TECHNOLOGY: Recurring Losses Raise Going Concern Doubt
--------------------------------------------------------------
Rubicon Technology, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $5.07 million on $1.27 million of revenue
for the three months ended March 31, 2017, compared with a net loss
of $7.33 million on $4.29 million of revenue for the same period in
2016.
The Company's balance sheet at March 31, 2017, showed $48.35
million in total assets, $2.62 million in total liabilities, all
current, and a stockholders' equity of $45.73 million.
The Company's negative financial trends of recurring operating
losses and negative cash flow from operating activities are
considered conditions or events that raise substantial doubt about
the Company's ability to continue as a going concern. The Company
has plans in place that are considered as probable to effectively
mitigate the adverse conditions. Activities around the Company's
restructuring and mitigation plans are more fully disclosed under
assets held for sale and long-lived assets.
A copy of the Form 10-Q is available at:
https://is.gd/Q3GbQI
Rubicon Technology, Inc., headquartered in Bensenville, Ill.,
develops, manufactures, and sells sapphire and other crystalline
products for light-emitting diodes, radio frequency integrated
circuits, optoelectronics, and other optical applications.
Products include sapphire cores, sapphire wafers and optical
sapphires for use in the defense, aerospace, medical devices,
oil/gas drilling, semiconductor manufacturing, and other markets.
Ariel Investments, LLC owns 14% of shares outstanding.
SANITAS PARTNERS: Adam Hoover Named Chapter 11 Trustee
------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
Court of the Virgin Islands entered an order approving the
selection of Adam Hoover as the Chapter 11 Trustee for Sanitas
Partners, V.I., LLC.
The order was made pursuant to the Acting United State's Motion for
Approval of Appointment of Trustee for the Debtor.
Adam Hoover can be reached at:
Adam Hoover
P.O. Box 24342
Christiansted, V.I. 00824
About Sanitas Partners
GEC LLC, Donald Moorehead, and Highland Holdings, Inc., filed an
involuntary Chapter 11 petition against Sanitas Partners, V.I., LLC
(Bankr. D. V.I. Case Number: 16-10005) on June 13, 2016.
The Petitioning Creditors are represented by:
Todd M. Conley, Esq.
Jeffrey L. Tarkenton, Esq.
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
1200 Nineteenth Street, N.W., Suite 500
Washington, DC 20036
Tel.: (202) 857-4450
Fax: (202) 261-0050
E-mail: tconley@wcsr.com
jtarkenton@wcsr.com
The Debtor is represented by Warren B. Cole, Esq., in St. Croix,
Virgin Islands.
SEANERGY MARITIME: Took Delivery of Capesize Vessel M/V Partnership
-------------------------------------------------------------------
Seanergy Maritime Holdings Corp. announced that on May 31, 2017, it
took delivery of the M/V Partnership, a 179,213 dwt Capesize dry
bulk vessel, built in 2012 by Hyundai in South Korea. The Company
entered into the agreement to acquire the M/V Partnership in April
2017. The Company funded the gross purchase price of $32.65
million by a secured loan facility from a European bank and from
financing arrangements with the Company's sponsor.
Stamatis Tsantanis, Seanergy's CEO, commented: "We are pleased to
take delivery of another modern Capesize vessel. We remain
committed to expanding our quality fleet in the Capesize segment,
which we strongly believe represents the best fundamentals in the
dry bulk industry. We will continue to actively pursue accretive
acquisition opportunities of quality Capesize vessels with an aim
of increasing value for our shareholders."
Following this delivery, the Company owns a modern fleet of eleven
dry bulk carriers, consisting of nine Capesizes and two Supramaxes,
with a combined cargo-carrying capacity of approximately 1,682,582
dwt and an average fleet age of about 8.1 years.
A full-text copy of the press release is available for free at:
https://is.gd/hr5i23
About Seanergy
Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities. The Company owns and operates a fleet of
seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels. Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as well
as bauxite, phosphate, fertilizer and steel products.
Seanergy incurred a net loss of US$24.62 million in 2016 following
a net loss of US$8.95 million in 2015. As of Dec. 31, 2016,
Seanergy had US$257.53 million in total assets, US$226.70 million
in total liabilities and US$30.83 million in total stockholders'
equity.
SERVICE WELDING: Plan Exclusivity Extended Until September 18
-------------------------------------------------------------
Judge Alan C. Stout of the U.S. Bankruptcy Court for the Western
District of Kentucky extended the exclusive period for Service
Welding & Machine Company, LLC to file a plan of reorganization
until September 18, 2017, as well as the exclusive period to
solicit acceptances of a plan of reorganization until October 23,
2017.
The Troubled Company Reporter has previously reported that the
Debtor sought to extend the exclusivity period for which only the
Debtor may file a Disclosure Statement and Plan of Reorganization.
Absent an extension, the exclusivity period would expire June 19,
2017.
The Debtor said it has been in the process of ending its
relationship with Lake Erie Ship Repair and locating a new
vendor(s) to manufacture its tanks. Due to the changeover, the
Debtor cannot predict what its revenues will look like over the
next five years. The Debtor said it needs additional time to vet
and engage the new manufacturers and ascertain what the needs of
those manufacturers may be.
The Debtor also said it was working towards a long term resolution
with its primary secured lender, Stock Yards Bank, which may have a
significant impact on the reorganization.
About Service Welding & Machine Company
Service Welding & Machine Company, LLC, based in Louisville,
Kentucky, sells and installs single and double wall storage tanks
for a variety of industries including petroleum, chemical,
distillery, potable water, industrial, and food/agriculture.
Service Tanks was established in 1928 and was primarily
manufacturing storage tanks and doing repair work. In 2013, the
owners sold the business to Jeff Androla, president, and two other
investors.
The Debtor filed a Chapter 11 petition (Bankr. W.D. Ky. Case No.
17-30485) on Feb. 17, 2017. The Hon. Joan A. Lloyd presides over
the case. In its petition, the Debtor estimated $516,432 in assets
and $2.12 million in liabilities. The petition was signed by Jeff
Androla, president. Charity B. Neukomm, Esq., at Kaplan & Partners
LLP, serves as bankruptcy counsel to the Debtor.
SOLID LANDINGS: Alpine's $9.05M Offer to Open July 7 Auction
------------------------------------------------------------
A hearing will be held on June 14, 2017, at 10:00 a.m., before the
Honorable Catherine E. Bauer to consider the motion filed by Solid
Landings Behavioral Health, Inc., et al., for an order establishing
bidding procedures to be utilized in connection with the sale of
substantially all of the Debtors' assets.
The Debtors propose to sell all assets to Alpine Pacific Capital,
LLC, for $9.05 million, absent higher and better offers at an
auction tentatively scheduled for July 7, 2017.
The Debtors have marketed their businesses and assets for sale for
more than two years. During the several months leading up to the
filing of the Debtors' bankruptcy cases, the Debtors, with the
assistance of their financial advisor, GGG Partners, LLC ("GGG"),
continued to actively market the Debtors' businesses and assets for
sale. The Debtors received, and ultimately executed on April 12,
2017, a letter of intent (the "LOI") from Alpine Pacific Capital,
pursuant to which Alpine expressed its interest in acquiring
substantially all of the assets of the Debtors, free and clear of
any interests, liens and liabilities except those expressly set
forth in such LOI, through a sale conducted under 11 U.S.C. Sec.
363.
Although the Debtors received expressions of interest from two
other groups during the period leading up to the Debtors'
bankruptcy filings, both groups were interested in acquiring only
one or two of the Debtors' facilities. Given that Alpine's LOI
contemplated the acquisition of substantially all of the Debtors'
assets rather than a small subset thereof, the Debtors determined
that it was in the far better interest of the Debtors and their
creditors to negotiate a sale of the Debtors' assets to Alpine than
to either of the groups who'd expressed an interest in acquiring
one or two of the Debtors' facilities.
Following the execution of the LOI, the Debtors, Alpine and the
Debtors' senior secured lender, CapStar Bank ("CapStar") spent a
substantial amount of time negotiating the terms and conditions of
the proposed sale of the Transferred Assets to Alpine (including
its designees, the "Purchaser"), which terms and conditions were
ultimately memorialized in a written asset purchase agreement
executed by the parties (the "APA"). The APA contemplates the sale
of the Transferred Assets to the Purchaser, free and clear of
liens, claims, encumbrances, and other interests, for cash and
other consideration computed by the Debtors to have a total
aggregate value of $9,050,000 (the "Purchase Price").
$3.25M in Cash for the Debtors
Alpine has agreed to act as the stalking horse bidder, with its
proposal to purchase the Transferred Assets (in accordance with the
terms of the APA) to be subject to competitive bidding.
Under the terms of the APA, the $9,050,000 to be paid by Alpine for
the Transferred Assets will consist of these consideration: (a)
cash in the amount of $3,750,000, (b) a secured promissory note in
the amount of $3,250,000 payable to CapStar, (c) Alpine's share of
the amounts required to be paid to cure the Debtors' monetary
defaults under those executory contracts and unexpired leases
sought by the Purchaser to be assumed by the Debtors and assigned
to it, and (d) monies paid by or on behalf of the Purchaser to
CapStar pursuant to a make-whole agreement entered into by such
parties.
Bidding Procedures
Alpine has required that the Bidding Procedures be implemented to
establish the rules and procedures for tendering a competing bid
for the Transferred Assets; however, a competing bid may be
structured in any manner, including, but not limited to, the
structure proposed in the APA, or as a restructuring or a cash
bid.
The terms of the Bidding Procedures are:
1. The deadline for submitting written bids relating to a
proposed Transfer Transaction (a "Bid" or "Bids") will be July 3,
2017 at 4:00 p.m. (Pacific Time) (the "Bid Deadline").
2. Each bid satisfy the conditions for each type of bid category
(collectively, the "Bid Requirements"):
* Category 1: The Same or Better Terms Bid. The Bid must be
on terms that, in the Debtors' business judgment, in consultation
with the Committee, if any, and CapStar, are substantially the same
or more favorable to the Debtors and their estates than the terms
of the APA, plus a cash component in the amount of the Minimum
Overbid (a "Same or Better Terms Bid"). The term "Minimum Overbid"
will mean cash in the amount $450,000 to account for a break-up fee
of $350,000 (the "Break-Up Fee") payable to Alpine, plus an initial
bid increment of $100,000.
* Category 2: All-Cash Bid. A payment in immediately
available funds in an amount not less than $9,500,000 (i.e., the
computed value of the Purchase Price in the amount of $9,050,000,
plus the Minimum Overbid of $450,000), which shall be paid at the
closing. An All-Cash Bid must include a statement that there are
no conditions precedent to the bidder's authority to enter into or
consummate a definitive agreement.
3. If any qualified bid (other than Alpine's bid) for any of the
Transferred Assets has been received (in addition to Alpine's), the
Debtors will conduct an auction (the "Auction") will take place at
10:00 a.m. (prevailing Pacific Time) on July 7, 2017 at the offices
of counsel for the Debtors, Levene, Neale, Bender, Yoo & Brill
L.L.P., 10250 Constellation Boulevard, Suite 1700, Los Angeles,
CA.
About Solid Landings
Solid Landings Behavioral Health, Inc., and 4 affiliates sought
Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 17-12213) on
June 1, 2017, with a deal to sell substantially all assets to
Alpine Pacific Capital, LLC, for $9.05 million, subject to
overbid.
The debtor-affiliates are Cedar Creek Recovery, Inc., EMS
Toxicology, Silver Rock Recovery and Sure Haven, Inc.
The Debtors are providers of individualized 12-step and alternative
treatment programs for people suffering from substance abuse and
mental health disorders, with facilities located in California,
Nevada, and Texas. The "Solid Landings" brand was created in 2009,
when the Debtors' shareholders opened their first sober living
residence in Costa Mesa, California, which residence was operated
by Sure Haven.
Solid Landings serves as the corporate arm of the Debtors'
enterprise, and operates the corporate office located in Costa
Mesa, California. EMS Toxicology operates a clinical laboratory
facility located in Las Vegas, Nevada. The remaining three Debtors
(i.e., Cedar Creek, Silver Rock, and Sure Haven) operate a total of
10 residential, inpatient, outpatient, and sober living facilities
-- specifically, Cedar Creek operates a residential treatment
facility located in Manor, Texas; Silver Rock operates one
outpatient treatment facility and one inpatient treatment facility,
both located in Las Vegas, Nevada; and Sure Haven operates five
residential treatment facilities, one outpatient treatment
facility, and one sober living facility.
The Hon. Catherine E. Bauer is the case judge.
Levene, Neale, Bender, Yoo & Brill LLP, is serving as counsel to
the Debtors, with the engagement headed by David L. Neale, Esq.,
and Juliet Y. Oh, Esq.
GGG Partners, LLC, is the Debtors' financial advisor.
SPENDSMART NETWORKS: Incurs $585K Net Loss in First Quarter
-----------------------------------------------------------
Spendsmart Networks, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $584,994 on $1.47 million of total revenues for the three months
ended March 31, 2017, compared to a net loss of $4.87 million on
$1.43 million of total revenues for the three months ended March
31, 2016.
As of March 31, 2017, Spendsmart Networks had $954,680 in total
assets, $6.23 million in total liabilities, all current, and a
total stockholders' deficit of $5.27 million.
The Company has continued to incur net losses through March 31,
2017, and have yet to establish profitable operations. These
factors among others create a substantial doubt about the Company's
ability to continue as a going concern, the Company said.
The Company is currently exploring other financing means to raise
additional required capital which may include the sale of shares of
the Company's preferred or common stock. All additional amounts
raised will be used for our future investing and operating cash
flow needs. However, there can be no assurance that it will be
successful in consummating additional financing.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/ZFgMUw
About SpendSmart Networks
SpendSmart Networks provides proprietary loyalty systems and a
suite of digital engagement and marketing services that help local
merchants build relationships with consumers and drive revenue.
These services are implemented and supported by a vast network of
certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing and website
development. Consumers' dollars go further when they spend it with
merchants in the SpendSmart network of merchants, as they receive
exclusive deals, earn rewards and ultimately build a connection
with their favorite merchants.
spendsmart Networks reported a net loss of $6.83 million for the
year ended Dec. 31, 2016, compared to a net loss of $11.90 million
for the year ended Dec. 31, 2015.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, stating that the Company has recurring net
losses since inception and has yet to establish a profitable
operation. These factors among others raise substantial doubt
about its ability to continue as a going concern.
SPORTS FIELD HOLDINGS: Recurring Losses Raises Going Concern Doubt
------------------------------------------------------------------
Sports Field Holdings, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $534,636 on $1.14 million of
contract revenue for the three months ended March 31, 2017,
compared with a net loss of $1.13 million on $811,075 of contract
revenue for the same period in 2016.
The Company's balance sheet at March 31, 2017, showed $1.01 million
in total assets, $5.07 million in total liabilities, all current,
and a stockholders' deficit of $4.06 million.
As of March 31, 2017 the Company had a working capital deficit of
$4,059,544. Furthermore, the Company had a net loss of $534,636
for the three months ended March 31, 2017 and an accumulated
deficit totaling $14,492,216. Management has concluded that, due
to these conditions, there is substantial doubt about the Company's
ability to continue as a going concern through May 2018.
The ability of the Company to continue its operations as a going
concern is dependent on Management's plans, which include the
raising of capital through debt and/or equity markets with some
additional funding from other traditional financing sources,
including but not limited to term notes, until such time that funds
provided by operations are sufficient to fund working capital
requirements.
The Company will require additional funding to finance the growth
of its current and expected future operations as well as to achieve
its strategic objectives. The Company believes its current
available cash along with anticipated revenues may be insufficient
to meet its cash needs for the near future.
A copy of the Form 10-Q is available at:
https://is.gd/uRAOjy
Sports Field Holdings, Inc., through its wholly owned subsidiary
FirstForm, Inc. (formerly SportsField Engineering, Inc.,
"FirstForm"), is an innovative product development company engaged
in the design, engineering and construction of athletic fields,
facilities and sports complexes and the sale of customized
synthetic turf products and synthetic track systems.
SQUARETWO FINANCIAL: Proposes Thomas Kim as Plan Administrator
--------------------------------------------------------------
BankruptcyData.com reported that SquareTwo Financial filed with the
U.S. Bankruptcy Court an administrator agreement, which notes,
"Thomas M. Kim of r2 advisors, LLC is hereby appointed to act as
the Plan Administrator under the Plan for the purposes, and upon
the terms and conditions, specified herein. The Plan Administrator
shall be a fiduciary of each of the Dissolving Debtors. The Plan
Administrator shall be the sole director, manager or managing
member, as applicable, of each of the Dissolving Debtors from and
following the Effective Date. The members of the boards of the
Dissolving Debtors prior to the Effective Date shall have no
continuing obligations to the Debtors on and after the Effective
Date and each such member shall be deemed to have resigned or shall
otherwise cease to be a director of the applicable Debtor on the
Effective Date. From and after the Effective Date, each of the
Dissolving Debtors shall be managed and administered through the
Plan Administrator, who shall be the sole officer of each of the
Dissolving Debtors and shall have full authority to administer the
provisions of the Plan . . . The Plan Administrator shall establish
and fund the Wind Down Account from all Cash of the Debtors as of
the Effective Date, plus any Cash received by the Dissolving
Debtors on and after the Effective Date, including the Closing
Purchase Price, the remainder of the Purchase Price, if any, in
accordance with the terms of the Plan Funding Agreement, all Cash
received pursuant to the TSA, and any Cash remaining in the Escrow
to the extent it is entitled thereto under and in accordance with
the terms of the Plan Funding Agreement. The Plan Administrator
shall oversee the Wind Down and shall make, or delegate the power
to make, distributions to, and otherwise hold all property of the
Estates for the benefit of, those holders of Allowed Claims that is
consistent with and in accordance with the Plan and the
Confirmation Order."
About SquareTwo Financial
SquareTwo Financial Services Corporation and its affiliates
acquire, manage, and collect charged-off consumer and commercial
accounts receivable, which are accounts that credit issuers have
charged off as uncollectible, but that remain owed by the borrower
and subject to collection.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 17-10659) on March 19, 2017. The petitions
were signed by J.B. Richardson, Jr., authorized signatory.
The Debtors are represented by Willkie Farr & Gallagher LLP in New
York. Their CCAA Counsel is Thornton Grout Finnigan LLP in
Toronto, Ontario.
The Debtors' restructuring advisor is Alixpartners, LLP while their
investment bankers are Keefe, Bruyette & Woods, Inc., and Miller
Buckfire & Co. Gavin/Solmonese LLC has been tapped as financial
advisor. The Debtors' claims and noticing agent is Prime Clerk
LLC.
At the time of filing, the Debtors had estimated assets of $100
million to $500 million and estimated debts of $100 million to $500
million.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Arent Fox LLP as its legal counsel.
STEMCELL HOLDINGS: MaloneBailey Raises Going Concern Doubt
----------------------------------------------------------
Stemcell Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net income of $1.40 million on $3.28 million of total revenues from
related parties for the year ended December 31, 2016, compared with
a net loss of $4,998 on $nil of total revenues from related parties
for the year ended in 2015.
MaloneBailey, LLP, in Houston, Texas, states that the Company first
generated revenues in the year ended December 31, 2016 and 98% of
the revenues were from related parties, which raises substantial
doubt about its ability to continue as a going concern.
The Company's balance sheet at December 31, 2016, showed $3.23
million in total assets, $1.87 million in total liabilities, and
total equity of $1.36 million.
A copy of the Form 10-K is available at:
https://is.gd/hBi4r8
Stemcell Holdings, Inc., through its subsidiary, Stemcell Co.,
Ltd., engages in the regenerative medicine-related business, which
includes culturing, storing, and delivery of stem cells. The
Company is headquartered in Tokyo, Japan.
STEMTECH INTERNATIONAL: Wants Plan Filing Deadline Moved to Aug. 16
-------------------------------------------------------------------
Stemtech International, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Florida for an extension of the exclusive
periods within which only the Debtor may file a plan of
reorganization and to solicit affirmative votes for a period of 75
days, or through and including Aug. 16, 2017, and Oct. 16, 2017,
respectively.
The Exclusive Filing Period and the Exclusive Solicitation Period
are scheduled to expire on June 2, 2017, and Aug. 1, 2017,
respectively.
The Debtor says that although this case is not particularly large,
it is complex. The Debtor is a holding company with assets
comprising intellectual property, a leasehold interest, and direct
and indirect equity interests in approximately 30 subsidiaries
operating both domestically and internationally.
Throughout this case, the Debtor and its representatives have
endeavored to fully cooperate with representatives of the Official
Committee of Unsecured Creditors and Opus Bank. The Debtor and its
representatives participate in weekly calls with Opus Bank and have
responded to information requests from the Committee originally
consisting of approximately 40 separate requests. Not only has the
Debtor responded to these initial requests, but the Debtor has
responded to numerous follow-up requests for information and other
questions.
"As a result of the parties' efforts, there has been no formal
discovery conducted in this case in four months. Thus, the parties
have avoided time consuming and costly discovery," the Debtor
says.
The Debtor and its representatives have met on two separate
occasions with counsel for the Committee in an effort to respond to
any additional questions raised by the Committee.
The Petition Date was Feb. 2, 2017. This case is four months old.
Given the fact that the Debtor is a holding company for
approximately 30 operating subsidiaries, more time is needed within
which to formulate a plan.
The Debtor and its representatives have been engaged in cost
cutting measures in an effort to improve profitability. In turn,
this will enable the Debtor to work towards formulating a plan of
reorganization. These cost cutting efforts have included, but have
not been limited to, closing approximately 13 unprofitable
subsidiaries and negotiations with the Debtor's landlord in an
effort to modify the Debtor's leasehold interest. These efforts
and others should result in cost reductions of approximately
$100,000 per month.
The Debtor receives financial reporting from subsidiaries, which is
then reviewed and analyzed by the Debtor and its representatives.
This information will facilitate preparation of financial
projections which, in turn, will facilitate the formulation of a
plan.
About Stemtech International
Stemtech International, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 17-11380) on Feb. 2, 2017,
estimating $1 million to $10 million in assets and liabilities. The
petition was signed by Ray C. Carter, chief executive officer.
The Hon. Raymond B. Ray presides over the case.
The Debtor tapped SEESE, PA, as counsel; and GlassRatner Advisory &
Capital Group, LLC, as its financial advisor.
STEVENSON INVESTMENT: Wants to Use Cash Collateral Through Sept. 31
-------------------------------------------------------------------
Stevenson Investment Group, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to use cash collateral through
Sept. 31, 2017, or at a date to be fixed by the Court for a final
hearing on the use of cash collateral, at which the final hearing
the Debtor will ask the Court to extend its use of cash collateral
for a period to and through Feb. 28, 2018, or until a Chapter 11
plan of reorganization is confirmed, or at another date as the
Court may fix.
A hearing to consider the Debtor's cash collateral use will be held
on June 6, 2017, at 1:00 p.m.
The Debtor tells that Court that the interests of the secured
creditors in the cash collateral are adequately protected. The
Debtor wants to grant to the secured creditors a replacement lien
in the Debtor's post-petition cash and accounts receivable and the
proceeds thereof, to the same extent, validity, and priority as any
lien held by the secured creditors as of the petition date, to the
extent cash collateral is actually used by the Debtor.
The Debtor has certain expenses which it requires to expend in the
ordinary course of business in order to continue to operate while
in the current Chapter 11 case, and requires the use of cash
collateral to make the payments.
The Debtor says that it "must provide the highest quality of
service to its customers. The failure to provide this level of
service will result in severe reputational damage, and a reduction
in clients, revenues and asset values. To provide this level of
service, the Debtor requires the immediate use of all cash and cash
13 equivalents on hand and hereafter generated, whether the same
constitutes Cash Collateral, or not."
The Debtor says that the business ran into cash flow problems and
needed additional capital to continue its operations. In February
2017, the Business took out two secured loans. The first is held
by Yellowstone Capital in the amount of $58,000.
The second secured loan is held by Accord Business Funding West,
LLC, in the amount of $71,495.
In May 2017, secured creditor Accord attempted to garnish the
account of Cardinal Health, one of the Debtor's insurance carriers
who holds an account receivable of the Debtor. The funds were not
turned over to Accord and Cardinal is currently holding
approximately $40,000 of the Debtor's funds which is has
tentatively agreed to turnover to Debtor. However, due to the
garnishment and fear of further garnishments on Debtor's account
receivables, the Debtor has filed the instant Chapter 11 bankruptcy
in order to reorganize its debts.
The Debtor's business is the Debtor's primary asset. The asset is
well managed and is generating positive cash flow. Moreover, the
Debtor's recent operating results and future projections indicate
that this trend will continue and improve over the next year,
providing ample adequate protection to the secured creditors'
interests. Moreover, the secured creditors will receive a
replacement lien against post-petition cash, accounts, receivables
and inventory, and the proceeds of each of the foregoing, to the
same extent and priority as any duly perfected and 28 unavoidable
liens in cash collateral held by the secured creditor as of the
Petition Date, limited to the amount of any cash collateral of
secured creditor as of the Petition Date, to the extent that any
cash collateral of the secured creditor is actually used by the
Debtor. The foregoing coupled with the value that will be
preserved and generated through the continued operation of the
Debtor's business, will proved the secured creditors all the
protection required under Section 363.
The Debtor should be authorized to use the cash collateral to
operate its business because the continued operations and the
concomitant use of the Cash Collateral will preserve the value of
the cash collateral and of the business for the benefit of the
estate and the secured creditors.
The Budget provides for income, expenses, and net income:
Income $44,950
Expenses $43,927
Yellowstone Adequate Protection Payment $500
Accord Adequate Protection Payment $500
Net Income $23
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/cacb17-16716-15.pdf
About Stevenson Investment
Stevenson Investment Group, LLC, d/b/a A Better Way Pharmacy, is in
the business of selling and dispensing medical drugs and
pharmaceuticals. It is owned by Mark Lirnon, the sole managing
member.
Stevenson Investment Group filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 17-16716) on May 31, 2017.
Judge Neil Bason presides over the case.
The Debtor is represented by:
Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard 6th Floor
Beverly Hills, CA 90212-2929
Tel: (310) 271-6223
Fax: (310) 271-9805
E-mail: michael.berger@bankruptcypower.com
STG GROUP: Covenant Problems Raise Going Concern Doubt
------------------------------------------------------
STG Group, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $3.37 million on $35.78 million of
contract revenue for the three months ended March 31, 2017,
compared with a net loss of $1.47 million on $40.61 million of
contract revenue for the same period in 2016.
The Company's balance sheet at March 31, 2017, showed $139.50
million in total assets, $95.93 million in total liabilities, and a
stockholders' equity of $43.58 million.
Based upon an executed term sheet for financing of the planned
acquisition of the PSS which contemplated new loans and financial
covenants and discussions with the Lender regarding the need to
renegotiate the existing financial covenants in the Credit
Agreement in the event the acquisition is not completed, management
determined that it was probable that the condition giving rise to
the going concern evaluation had been sufficiently alleviated as of
December 31, 2016. However, the Lender has not currently granted a
waiver or other relief for the Budget Delivery Default or the
financial covenant violations as of March 31, 2017. Consequently,
management has changed its assessment regarding the potential
acceleration of the loan repayment made as of December 31, 2016.
As the Lender has not currently granted a waiver or other form of
relief for the financial covenant violations as of March 31, 2017,
sent the Company a default letter on May 18, 2017, there exists
substantial doubt about the Company's ability to complete the PSS
acquisition, or to continue as a going concern, in the event the
Lender exercises its rights to accelerate the repayment of the
loan.
A copy of the Form 10-Q is available at:
http://bit.ly/2qUIQ8q
STG Group, Inc., formerly Global Defense & National Security
Systems, Inc., provides specialist cyber, software and intelligence
solutions. The Company's solutions are integral to national
security-related programs run by approximately 50 the United States
Government agencies, including the Department of Defense, the
Intelligence Community, the Department of Homeland Security, the
Department of State and other government departments with national
security responsibilities. Its area of operation include security
information and event management; network intrusion detection and
prevention; application vulnerability assessment; agile software
development; command and control system development; complex
application development; advanced collection and analysis;
multi-intelligence exploitation and dissemination, and
multi-lingual intelligence analysis. It specializes in cyber
security and secure information systems; software development,
systems and services, and intelligence and analytics.
SUCCESS INC: Can Use AS Peleus' Cash Collateral Until June 30
-------------------------------------------------------------
The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the
District of Connecticut has entered a sixth interim court order
authorizing Success Inc. to use cash collateral of AS Peleus LLC
from June 1, 2017, through June 30, 2017.
A further hearing on the Motion has been scheduled for June 28,
2017 at 2:00 p.m.
As of the Petition Date, the Secured Creditor has a first priority
secured claim against certain real property owned by the Debtor and
located at 520 Success Avenue, Stratford, Connecticut, and which
property is located in both the Town of Stratford and the City of
Bridgeport, including the rents arising therefrom.
The Secured Creditor has liens and security interests granted to it
which were duly perfected and are senior in time to all other liens
and security interests in the collateral. There are several other
liens covering the Property which are subsequent in right to the
mortgage.
The use of cash collateral on an interim basis is necessary to
prevent immediate and irreparable harm to the Debtor's estate in
that without authorization to use cash collateral, the Debtor's
ability to sustain its operations and meet its current necessary
and integral business obligations will be impossible.
The Court finds that it is in the best interest of the estate, the
Secured Creditor and all other creditors and parties-in-interest;
and it is necessary to avoid irreparable harm to the Debtor and its
estate.
In exchange for the use of cash collateral by the Debtor, and as
adequate protection for the Secured Creditor's interests, (i) the
Secured Creditor is granted replacement and substitute liens as
provided in the U.S. Bankruptcy Code Section 361(2) in
post-petition cash collateral, and the replacement liens will have
the same validity, extent, and priority that the Secured Creditor
possessed as to the liens on the Petition Date; (ii) on or before
June 5, 2017, the Debtor will pay to the Secured Creditor adequate
protection payments of $4,000; (iii) on or before June 5, 2017, the
Debtor will pay to the Secured Creditor the sum of $1,600 (to be
held in escrow pending further order of the Court) for postpetition
real estate tax installment payments; and (iv) on or before June 5,
2017, the Debtor will pay to the holders of real estate tax liens
on the Property the amounts identified in the Budget for interest
accruing on their tax liens.
If the Debtor fails to timely make the adequate protection payment
or the tax payment to the Secured Creditor and real estate tax lien
holders required by this Order, then the Secured Creditor may file
a Notice of Non-Compliance and immediately pursue foreclosure of
the Property pursuant to the Stipulated Order Regarding In Rem
relief from the Automatic Stay.
The budget provides for the estimated opening cash, total monthly
income, total monthly expenses and estimated closing balance for
the month of June:
Beginning Cash June-17 $154.47
Income
Rental Income $6,500.00
Total Monthly Income $6,500.00
Expenses
Adequate protection $4,000.00
UST fees* $216.67
R/E taxes to be held
in escrow with
Secured Creditor $1,600.00
R/E taxes (interest) $452.44
WPCA $50.00
Water $150.00
Total Monthly Expenses -$6,469.11
Estimated Closing Balance $185.36
*accruing
A copy of the court order and Budget is available at:
http://bankrupt.com/misc/ctb16-50884-208.pdf
About Success Inc.
Success, Inc., was incorporated on April 24, 1996, for the purpose
of acquiring and managing real estate properties, both with
existing buildings on them as well as vacant properties,
residential as well as commercial. The Debtor currently owns four
parcels of real property in Connecticut. Two of these properties
are single family residential units, one is a commercial property
and one is a vacant parcel of land.
Success, Inc., filed a Chapter 11 petition (Bankr. D. Conn. Case
No. 16-50884) on July 1, 2016. The petition was signed by Gus
Curcio, Sr., president. The Debtor is represented by Douglas S.
Skalka, Esq., at Neubert, Pepe, and Monteith, P.C. The case is
assigned to Judge Julie A. Manning. The Debtor estimated assets
and debt at $1 million to $10 million at the time of the filing.
No unsecured creditors' committee, trustee or examiner has been
appointed in the Debtor's case.
On Nov. 21, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
SULLIVAN VINEYARDS: Amends Plan to Add Deal with Winery Rehab
-------------------------------------------------------------
Sullivan Vineyards Corporation and Sullivan Vineyards Partnership
filed with the U.S. Bankruptcy Court for the Northern District of
California a disclosure statement to accompany their first amended
joint reorganization plan, dated May 24, 2017.
The Plan incorporates the terms of the settlement with Winery
Rehabilitation, LLC. It seeks to restructure the other debts of
SVC and SVP in two main ways. First, the junior debt in favor of
Kelleen Sullivan, as assignee of Stephen Finn, will be subordinated
to all other claims against SVC or SVP. Mr. Finn had recently
married Kelleen Sullivan. Mr. Finn thus became the majority
shareholder in SVC and the majority partner in SVP. Second,
unsecured creditors of SVC and unsecured creditors of SVP will each
be paid will be paid in full via ten semiannual installments, with
interest at the Legal Rate from the petition dates, commencing six
months from the Effective Date.
WR holds a Secured Claim in the amount of $12 million. The Allowed
Class 2 Claim of Winery Rehabilitation, LLC, will be paid in
accordance with the terms and conditions in the settlement
agreement arising from the May 9, 2017, settlement conference, as
approved by the Court. The holder of the Allowed Class 2 Secured
Claim will retain its lien on the Winery Property and its security
interests in the inventory, equipment, and intangibles of SVC and
in the equipment and intangibles of SVP to the extent enforceable
under non-bankruptcy law. This class is unimpaired.
Class 3 consists of the allowed claim of Kelleen Sullivan, in her
capacity as assignee of Mr. Finn, secured by a junior deed of trust
lien on the Winery Property, a junior security interest in the
inventory, equipment, and intangibles of SVC, and a junior security
interest in the equipment and intangibles of SVP. This Class is
deemed fully secured by its collateral. The holder of the Allowed
Class 3 Secured Claim will retain her liens under non-bankruptcy
law. SVC and SVP will pay the Class 3 Claim from available cash
only after all other allowed claims against SVC and SVP are paid in
full.
Ford Credit holds a claim in the approximate amount of $15,500
secured by a lien on SVC's 2016 Ford F250 vehicle. The Allowed
Class 6 Ford Credit Claim will be paid in accordance with
applicable non-bankruptcy law, except as provided in Section
1124(2) of the Bankruptcy Code. The holder of the Allowed Class 6
Secured Claim will retain its lien on SVC's vehicle to the extent
enforceable under non-bankruptcy law. The Class 6 Claimant is not
impaired.
The Disclosure Statement is available at:
http://bankrupt.com/misc/canb17-10065-107.pdf
As reported by the Troubled Company Reporter on March 14, 2017, the
Debtors filed with the Court a disclosure statement to accompany
their joint reorganization plan, dated March 2, 2017, which
proposed that, among others, unsecured creditors of SVC and
unsecured creditors of SVP each be paid a pro rata dividend of 100%
of the amount of such allowed unsecured claims, with interest at
the Legal Rate from Feb. 1, 2017, SVC's petition date, or Feb. 2,
2017, SVP's petition date, as applicable. Dividends to unsecured
creditors would be paid in semiannual installments commencing six
months from the Effective Date, and all payments on allowed
unsecured claims would be due in full in five years.
About Sullivan Vineyards
Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr.
N.D. Cal. Case No. 17-10065), on Feb. 1, 2017. The petition was
signed by Ross Sullivan, CEO. The Debtor is represented by Steven
M. Olson, Esq., at the Law Office of Steven M. Olson. The case is
assigned to Judge Alan Jaroslovsky. The Debtor estimated assets at
$1 million to $10 million and liabilities at $10 million to $50
million at the time of the filing.
Sullivan Vineyards Partnership sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Calif., Case No. 17-10067) on
Feb. 2, 2017. The petition was signed by Ross Sullivan, general
partner. The case is assigned to Judge Alan Jaroslovsky.
At the time of the filing, the Debtor disclosed $18.99 million in
assets and $14.27 million in liabilities.
SUNEDISON INC: Plan Modifications & Exhibits Filed
--------------------------------------------------
BankruptcyData.com reported that SunEdison Inc. filed with the U.S.
Bankruptcy Court proposed modifications to the Company's Joint Plan
of Reorganization, which notes, "The Draft Amended Plan reflects
comments and requested changes that the Debtors have received from
numerous parties in interest, but does not reflect all comments and
requested changes that the Debtors intend to incorporate, and
remains subject to further review and revision.". According to
documents filed with the Court, "The Plan also proposes or
incorporates two settlements: First, the Plan is dependent on
settlements of Claims and Causes of Action between the Debtors and
each of the YieldCos. The YieldCo Settlements, negotiations of
which were first announced in late January 2017, were entered into
as of March 6, 2017 and the YieldCo Settlement Motion was filed
with the Bankruptcy Court on March 10, 2017. Second, the Plan
includes a settlement . . . among the Debtors, the Tranche B
Roll-Up Lenders/Steering Committee of Prepetition Secured Lenders
and Noteholders, the Creditors Committee, and BOKF, N.A. (as
Convertible Senior Notes Indenture Trustee)." The Debtors also
filed the following Disclosure Statements Exhibits: financial
projections and liquidation analysis.
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors retained Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc., also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
TEMPEST GROUP: Exclusive Plan Filing Deadline Moved to July 30
--------------------------------------------------------------
The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has extended, at the behest of The
Tempest Group, Inc., the time in which only the Debtor may file its
Plan of Reorganization by a period of 60 days or until July 30,
2017.
As reported by the Troubled Company Reporter on May 22, 2017, the
Debtor sought the extension, saying that it is currently in
negotiations with its primary creditor, Avanti Wind Systems, Inc.,
to resolve its claim against the Debtor. The Parties have made
significant progress toward resolution of the claim and continue to
discuss the final terms of the settlement. The Debtor asserts that
resolution of that claim will materially affect the Debtor's Plan
of Reorganization as the claim by Avanti Wind Systems is likely to
be the largest claim against the Debtor.
About The Tempest Group, Inc.
The Tempest Group filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Pa. Case No. 16-70496) on July 5, 2016, estimating its
assets at $0 to $50,000 and liabilities at $100,001 and $500,000.
The Petition was signed by Cynthia Cuenin, President. Robert O.
Lampl, Esq., serves as the Debtor's bankruptcy counsel.
The Office of the U.S. Trustee on Sept. 27, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of The Tempest Group.
TIAT CORPORATION: Court Approves Third Amended Disclosure Statement
-------------------------------------------------------------------
The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas issued an amended order approving the corrected
third amended disclosure statement, dated April 18, 2017, filed by
TIAT Corp.
Competing plans of reorganization were filed under sections 1121
and 1125. The Debtor filed its Corrected Third Amended Plan dated
April 18, 2017, and Creditor SBNV ITG LLC filed its Plan dated
March 6, 2017.
The Debtor and SBNV have entered into an agreement providing for
SBNV's treatment under Debtor's Plan and in exchange, SBNV agreed
to withdraw its Plan dated March 6, 2017, per the Stipulated Order
approved and entered by the Court on May 26, 2017. This Stipulated
Order amends Debtor’s Third Amended Plan dated April 18, 2017.
An evidentiary hearing to consider confirmation of the Debtor's
Plan will be held at the U.S. Courthouse, 401 North Market,
Courtroom 150, Wichita, Kansas on June 14, 2017, at 9:00 a.m.
Objections to Debtor's Plan shall be filed on or before June 12,
2017, and served on the Debtor and the U.S. Trustee.
June 12, 2017, is fixed as the last day for receipt of acceptances
or rejections of Debtor's Plan.
About TIAT Corporation
TIAT Corporation dba The Inn at Tallgrass --
http://www.theinnattallgrass.com/-- is a corporation that operates
an 88-room hotel in located in Wichita, Kansas, called The Inn at
Tallgrass.
The hotel owner filed a Chapter 11 petition (Bank. D. Kan. Case
No.
16-10764) on April 29, 2016, and is represented by Mark J. Lazzo,
Esq., in Wichita. At the time of the filing, the Debtor disclosed
$2.25 million in assets and debts totaling $6.46 million.
TIDEWATER INC: Paul Weiss, Blank Rome Represent Noteholders Group
-----------------------------------------------------------------
Certain unaffiliated holders of note claims comprising of the
Unofficial Noteholder Committee of Tidewater Inc., et al., filed
with the U.S. Bankruptcy Court for the District of Delaware on June
1, 2017, a verified statement saying that they retained Paul,
Weiss, Rifkind, Wharton & Garrison LLP, as the Committee's
restructuring counsel, and Blank Rome LLP, as its maritime counsel
in connection with restructuring discussions.
Tidewater Note Claims include:
(i) the Senior Notes issued under that certain Note Purchase
Agreement, dated as of Sept. 9, 2010, by and among
Tidewater Inc., certain of its subsidiaries and the
purchasers named therein;
(ii) the Senior Notes issued under that certain Note Purchase
Agreement, dated as of Aug. 15, 2011, by and among
Tidewater, certain of its subsidiaries and the purchasers
named therein;
(iii) the Senior Notes issued under that certain Note Purchase
Agreement, dated as of Aug. 15, 2011, by and among
Tidewater, certain of its subsidiaries and the purchasers
named therein; and
(iv) the Senior Notes issued under that certain Note Purchase
Agreement, dated as of Sept. 30, 2013, by and among
Tidewater, certain of its subsidiaries and the purchasers
named therein.
In January 2016, certain unaffiliated holders of the 2013 Note
Claims that are members of the Unofficial Noteholder Committee
engaged in discussions with Tidewater regarding a potential
out-of-court restructuring transaction involving the Debtors.
During the course of these discussions, however, the parties
ultimately determined to pursue an in-court restructuring
transaction. Accordingly, in November 2016, certain members of the
Unofficial Noteholder Committee retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP, as its restructuring counsel, and Blank
Rome LLP, as its maritime counsel in connection with the
restructuring discussions. From time to time thereafter, certain
additional holders of Tidewater Note Claims joined the Unofficial
Noteholder Committee. In March 2017, the Unofficial Noteholder
Committee further retained Blank Rome as its Delaware counsel.
Paul Weiss and Blank Rome represent only the Unofficial Noteholder
Committee and does not represent or purport to represent any other
entities with respect to the Debtors' Chapter 11 cases. In
addition, no member of the Unofficial Noteholder Committee purports
to act, represent or speak on behalf of any other entities in
connection with the Debtors' Chapter 11 cases.
The members of the Unofficial Noteholder Committee hold disclosable
economic interests, or act as investment advisors or managers to
funds and accounts or their respective affiliates that hold
disclosable economic interests in relation to the Debtors.
The members of the Unofficial Noteholder Committee are:
1. AIG Asset Management (U.S.), LLC
80 Pine Street, 11th Floor
New York, NY 10005
2013 Note Claims: $161.70 million
2. Allianz Global Risks US Insurance Company
c/o Allianz Global Investors U.S. LLC
Attn: Private Placements
55 Greens Farms Road
Westport, CT 06880
2013 Note Claims: $7.50 million
3. Allianz Life Insurance Company of North America
c/o Allianz Global Investors U.S. LLC
Attn: Private Placements
55 Greens Farms Road
Westport, CT 06880
2010 Note Claims: $40 million
2011 C Note Claims: $15 million
4. Fireman’s Fund Insurance Company
c/o Allianz Global Investors U.S. LLC
Attn: Private Placements
55 Greens Farms Road
Westport, CT 06880
2013 Note Claims: $7.50 million
5. American Family Life Insurance Company
6000 American Parkway
Madison, WI 53783
2013 Note Claims: $9 million
6. American National Insurance Company
2450 South Shore Boulevard, Suite 400
League City, TX 77573
2010 Note claims: $15 million
7. Ameritas Life Insurance Corp.
5945 R Street
Lincoln, NE 68505
2010 Note claims: $11 million
8. Ameritas Life Insurance Corp. of New York
5945 R Street
Lincoln, NE 68505
2010 Note claims: $1 million
9. Assurity Life Insurance Company
2000 Q Street
Lincoln, NE 68503
2013 Note Claims: $4 million
10. Auto-Owners Life Insurance Company
c/o Auto-Owners Insurance Company
Attn: Investments
P.O. Box 30660
Lansing, MI 48909
2013 Note Claims: $4 million
11. Auto-Owners Insurance Company
Attn: Investments
P.O. Box 30660
Lansing, MI 48909
2013 Note Claims: $6 million
12. CCP Credit Acquisition Holdings, LLC
c/o Centerbridge Partners, L.P.
375 Park Avenue, 11th Floor
New York, NY 10152
2013 Note Claims: $100,000
13. Connecticut General Life Insurance Company
c/o Cigna Investments, Inc.
Attn: Fixed Income Securities
Wilde Building, A5PRI
Bloomfield, CT 06002
2010 Note Claims: $1 million
14. Life Insurance Company of North America
c/o Cigna Investments, Inc.
Attn: Fixed Income Securities
Wilde Building, A5PRI
Bloomfield, CT 06002
2010 Note Claims: $7 million
15. Cigna Health and Life Insurance Company
c/o Cigna Investments, Inc.
Attn: Fixed Income Securities
Wilde Building, A5PRI
Bloomfield, CT 06002
2010 Note Claims: $12 million
16. Cowen and Company, LLC 262
Harbor Drive
Stamford, CT 06902
2013 Note Claims: $900,000
17. CMFG Life Insurance Company (fka CUNA Mutual
Insurance Society)
5910 Mineral Point Road
Madison, WI 53705
2010 Note Claims: $4 million
18. CUMIS Insurance Society Inc.
5910 Mineral Point Road
Madison, WI 53705
2010 Note Claims: $1 million
19. The Lafayette Life Insurance Company
c/o Fort Washington Investment Advisors, Inc.
303 Broadway, Suite 1200
Cincinnati, OH 45202
2013 Note Claims: $4.50 million
20. Columbus Life Insurance Company
c/o Fort Washington Investment Advisors, Inc.
303 Broadway, Suite 1200
Cincinnati, OH 45202
2013 Note Claims: $3 million
21. Integrity Life Insurance Company
c/o Fort Washington Investment Advisors, Inc.
303 Broadway, Suite 1200
Cincinnati, OH 45202
2013 Note Claims: $3.5 million
22. Western-Southern Life Assurance Company
c/o Fort Washington Investment Advisors, Inc.
303 Broadway, Suite 1200
Cincinnati, OH 45202
2013 Note Claims: $1 million
23. The Western and Southern Life Insurance Company
c/o Fort Washington Investment Advisors, Inc.
303 Broadway, Suite 1200
Cincinnati, OH 45202
2013 Note Claims: $3 million
24. Genworth Life and Annuity Insurance Company
c/o Genworth Financial, Inc.
3001 Summer Street
Stamford, CT 06905
2010 Note Claims: $2.5 million
25. Great-West Life & Annuity Insurance Company
8515 East Orchard Road, 3T2
Greenwood Village, CO 80111
2010 Note Claims: $19.50 million
26. Life Insurance Company of the Southwest
c/o National Life Insurance Company
One National Life Drive
Montpelier, VT 05604
2013 Note Claims: $17 million
27. The Lincoln National Life Insurance Company
c/o Delaware Investment Advisers
Attn: Fixed Income Private Placements
One Commerce Square
2005 Market Street, 41st Floor
Philadelphia, PA 19103
2010 Note Claims: $23 million
2011 C Note Claims: $14 million
28. Lincoln Life & Annuity Company of New York
c/o Delaware Investment Advisers
Attn: Fixed Income Private Placements
One Commerce Square
2005 Market Street, 41st Floor
Philadelphia, PA 19103
2011 C Note Claims: $6 million
29. Modern Woodmen of America
1701 1st Avenue
Rock Island, IL 61201
2010 Note Claims: $5 million
2011 C Note Claims: $5 million
2013 Note Claims: $10 million
30. Nationwide Mutual Insurance Company
(also known as Nationwide Life Insurance
Company/Nationwide Life and Annuity
Insurance Company)
c/o Nationwide Investments - Private Placements
One Nationwide Plaza, Mail Code 1-05-801
Columbus, OH 43215-2220
2013 Note Claims: $44 million
31. The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
2010 Note Claims: $58 million
2013 Note Claims: $65 million
32. The Northwestern Mutual Life Insurance Company
for its Group Annuity Separate Account
720 East Wisconsin Avenue
Milwaukee, WI 53202
2010 Note Claims: $2 million
33. New York Life Insurance and Annuity Corporation
c/o New York Life Insurance Company
51 Madison Avenue, Room 201
New York, NY 10010
2010 Note Claims: $16.20 million
2013 Note Claims: $15.60 million
14. New York Life Insurance Company
c/o New York Life Insurance Company
51 Madison Avenue, Room 201
New York, NY 10010
2010 Note Claims: $26.80 million
2013 Note Claims: $13.50 million
15. New York Life Insurance and Annuity Corporation
Institutionally Owned Life Insurance Separate
Account BOLI3
c/o New York Life Insurance Company
51 Madison Avenue, Room 201
New York, NY 10010
2010 Note Claims: $600,000
16. New York Life Insurance and Annuity Corporation
Institutionally Owned Life Insurance Separate
Account BOLI3-2
c/o New York Life Insurance Company
51 Madison Avenue, Room 201
New York, NY 10010
2010 Note Claims: $600,000
17. New York Life Insurance and Annuity Corporation
Institutionally Owned Life Insurance Separate
Account BOLI30C
c/o New York Life Insurance Company
51 Madison Avenue, Room 201
New York, NY 10010
2010 Note Claims: $800,000
2013 Note Claims: $900,000
18. Ohio National Financial Services, Inc.
Attn: Investments Department
One Financial Way
Cincinnati, OH 45242
2010 Note Claims: $2 million
19. The Ohio National Life Insurance Company
Attn: Investments Department
One Financial Way
Cincinnati, OH 45242
2010 Note Claims: $6 million
20. Companion Life Insurance Company
4-Investment Management
3300 Mutual of Omaha Plaza
Omaha, NE 68175-1011
2013 Note Claims: $2 million
21. Mutual of Omaha Insurance Company
4-Investment Management
3300 Mutual of Omaha Plaza
Omaha, NE 68175-1011
2013 Note Claims: $3 million
22. United of Omaha Life Insurance Company
4-Investment Management
3300 Mutual of Omaha Plaza
Omaha, NE 68175-1011
2010 Note Claims: $2.50 million
2011 C Note Claims: $10 million
2013 Note Claims: $15 million
23. Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660
2010 Note Claims: $25 million
24. The Prudential Insurance Company of America
c/o Prudential Capital Group – Corporate
& Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2010 Note Claims: $20.55 million
2011 A-B Note Claims: $47.355 million
2013 Note Claims: $11.25 million
25. Prudential Annuities Life Assurance Corporation
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2013 Note Claims: $11.85 million
26. The Gibraltar Life Insurance Co., Ltd.
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2010 Note Claims: $17.971 million
2011 A-B Note Claims: $7.10 million
2013 Note Claims: $8.05 million
27. Prudential Retirement Insurance and Annuity Company
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2011 A-B Note Claims: $10.55 million
2013 Note Claims: $8.30 million
28. The Prudential Life Insurance Company, Ltd.
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2010 Note claims: $6.979 million
29. Farmers Insurance Exchange
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2013 Note Claims: $7.385 million
30. Mid Century Insurance Company
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2013 Note Claims: $3.165 million
31. Farmers New World Life Insurance Company
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2011 A-B Note Claims: $9.995 million
32. Modern Woodmen of America
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2011 A-B Note Claims: $10 million
33. MTL Insurance Company
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2010 Note Claims: $3 million
34. BCBSM, Inc.
dba Blue Cross and Blue Shield of Minnesota
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2010 Note Claims: $1.5 million
35. Zurich American Insurance Company
c/o Prudential Capital Group – Corporate &
Project Workouts
180 North Stetson Avenue, Suite 5600
Chicago, IL 60601
2011 A-B Note Claims: $15 million
36. Southern Farm Bureau Life Insurance Company
Investment Department
Southern Farm Bureau Life Insurance Company
1401 Livingston Lane
Jackson, MS 39213
2010 Note Claims: $7 million
37. Southpaw Credit Opportunity Master Fund LP
c/o Southpaw Asset Management, LP
2 Greenwich Office Park
Greenwich, CT 06831
2010 Note Claims: $8 million
2013 Note Claims: $9.80 million
Other: Credit Agreement Claims -- $63 million
Tidewater Common Stock: 2,043,850 shares
38. State Farm Life Insurance Company
Investment Dept. E-8
One State Farm Plaza
Bloomington, IL 61710
2010 Note Claims: $24 million
2011 C Note Claims: $14 million
39. State Farm Life and Accident Assurance Company
Investment Dept. E-8
One State Farm Plaza
Bloomington, IL 61710
2010 Note Claims: $1 million
2011 C Note Claims $1 million
40. Woodmen of the World Life Insurance Society
1700 Farnam Street
Omaha, NE 68102
2013 Note Claims: $13 million
Additional holders of Tidewater Note Claims may become members of
the Unofficial Noteholder Committee, and certain members of the
Unofficial Noteholder Committee may cease to be members in the
future. Paul Weiss and Blank Rome reserve the right to amend or
supplement this Statement as necessary for that or any other reason
in accordance with Bankruptcy Rule 2019.
Paul Weiss and Blank Rome can be reached at:
Stanley B. Tarr, Esq.
BLANK ROME LLP
1201 N. Market Street, Suite 800
Wilmington, Delaware 19801
Tel: (302) 425-6400
Fax: (302) 425-6464
E-mail: tarr@blankrome.com
-- and --
Rick Antonoff, Esq.
Barry N. Seidel, Esq.
BLANK ROME LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-0208
Tel: (212) 885-5500
Fax: (212) 885-5001
E-mail: rantonoff@blankrome.com
bseidel@blankrome.com
-- and --
Alan W. Kornberg, Esq.
Brian S. Hermann, Esq.
Kellie A. Cairns, Esq.
Sean A. Mitchell, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Tel: (212) 373-3000
Fax: (212) 757-3990
E-mail: akornberg@paulweiss.com
bhermann@paulweiss.com
kcairns@paulweiss.com
smitchell@paulweiss.com
About Tidewater Inc.
Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded
international petroleum service company headquartered in New
Orleans, Louisiana, U.S.. It operates a fleet of ships, providing
vessels and marine services to the offshore petroleum industry.
Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017.
The petitions were signed by Bruce Lundstrom, executive vice
president, general counsel and secretary.
Tidewater, Inc., disclosed $4.31 billion in total assets and $2.34
billion in debt as of Dec. 31, 2016.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards,
Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as
corporate counsel; AlixPartners, LLP, as financial advisors; Lazard
Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring
tax consultant; Deloitte & Touche LLP as auditor and tax
consultant; and Epiq Bankruptcy Solutions, LLC, as administrative
advisors, and claims and solicitation agent.
TOISA LIMITED: Has Until August 28 to File Plan of Reorganization
-----------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods in
which Toisa Limited and certain of its affiliates may file and
solicit acceptances of a chapter 11 plan through and including
August 28 and October 26, 2017, respectively.
The Troubled Company Reporter has previously reported that the
Debtors sought a 90-day extension of the exclusivity periods
explaining that their chapter 11 cases are unquestionably large and
complex since the Debtors' global maritime enterprise operates
vessels in three distinct segments (tankers, bulkers, and offshore
services vessels) and generated nearly a billion dollars of revenue
annually. Additionally, the Debtors' capital structure encompasses
over 19 different silos of secured debt totaling nearly a billion
dollars in liabilities.
The Debtors averred that they had to spend considerable time after
the commencement of these chapter 11 cases addressing the needs of
their prepetition lenders, certain of whom had taken or were
threatening to take self-help measures pre-bankruptcy. The Debtors
also said the recent agreement of the lenders comprising 17 of the
19 prepetition secured credit facilities to form an Informal
Committee will hopefully allow the Debtors to address the majority
of their lenders as a group going forward. The Debtors believe that
this should streamline plan negotiations if the Informal Committee
will be able to continue to speak as one voice through the plan
process.
At the outset of these cases, the Debtors had been focused on
operating their businesses and responding to the time-consuming
demands that inevitably accompany a chapter 11 filing. In addition
to the day-to-day management of the company, the Debtors related
that its management and advisors have devoted substantial time and
effort over the first three months of the case to a number of
tasks, including negotiating consensual arrangements for the use of
cash collateral with the Debtors' secured creditors, including the
Informal Committee -- so as to allow them to continue to operate
their business during these chapter 11 cases.
Having made arrangements for the use of cash collateral with the
majority of their lenders, the Debtors are now able to turn their
attention to formulating and negotiating a consensual chapter 11
plan.
The Debtors told the Court that their lenders had also made a
number of information requests and the Debtors had been working
throughout these cases to provide sufficient information for the
lenders to be able evaluate plan proposals. As that process
concludes, the Debtor anticipated that plan discussions will begin
in earnest.
However, given that there are 19 different silos of secured lenders
with disparate interests and the Debtors have just filed an
application to retain PJT Partners LP, who will be intimately
involved in the Debtors' plan formulation process, the Debtors were
unlikely to be able to reach agreement on a consensual chapter 11
plan by May 29, 2017, when the current Exclusive Filing Period was
scheduled to expire.
Additionally, the Debtors stated that the Creditors' Committee had
just been appointed on May 18 and will need to time to get up to
speed. Both the Creditors' Committee and the Informal Committee had
indicated that they have no objection to the requested extension.
About Toisa Limited
Toisa Limited owns and operates offshore support vessels for the
oil and gas industry. Toisa Limited and its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
17-10184) on Jan. 29, 2017. The petitions were signed by Richard W.
Baldwin, deputy chairman.
The cases are assigned to Judge Shelley C. Chapman. Togut, Segal &
Segal LLP serves as bankruptcy counsel to the Debtors. The Debtors
hired Kurtzman Carson Consultants LLC as administrative agent, and
claims and noticing agent; Scura Paley Securities LLC, as financial
advisor; Moore Stephens AE as its auditor; Moore Stephens LLP as
auditor for Edgewater Offshore Shipping Limited; and PJT Partners
LP as investment banker.
In its petition, Toisa Limited estimated $1 billion to $10 billion
in both assets and liabilities.
The Office of the United States Trustee for the Southern District
of New York appointed an Official Committee of Unsecured Creditors
on May 18, 2017. No trustee or examiner has been appointed in the
Debtors' chapter 11 cases.
TONAWANDA AUTO: Cash Collateral Access Expires June 14
-------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York has entered an interim order
authorizing Tonawanda Auto Sales & Service, Inc., to use cash
collateral in which the NYS Department of Taxation and Finance,
Nextgear Capital, Inc., and KeyBank N.A. fka First Niagara Bank
have or allege to have a lien in order to continue operations of
the Debtor as a going concern.
A final hearing on the cash collateral use will be held on June 14,
2017, at 10:00 a.m.
A copy of the court order is available at:
http://bankrupt.com/misc/nywb17-10860-24.pdf
As reported by the Troubled Company Reporter on May 24, 2017, the
Debtor sought interim authorization to use the cash collateral,
proposing to give NYS Dept. of Finance, Nextgear Capital and
KeyBank with rollover replacement liens on the same types and kinds
of property on which the creditors assert liens prepetition, to the
extent of cash collateral actually used.
About Tonawanda Auto Sales & Service
Tonawanda Auto Sales & Service, Inc., is a privately-owned New York
State Limited Liability Company with its principal place of
business in Tonawanda, New York and its principal assets located in
Erie County. The Company is in the business of operating an used
auto sales and service business and activities incidental thereto.
The Debtor, dba E&M Auto Sales, filed a Chapter 11 petition
(Bankr. W.D.N.Y. Case No. 17-10860) on April 27, 2017. Eiad M.
Musleh, president, signed the petition. The Debtor estimated
assets and liabilities of less than $500,000. The case is assigned
to Judge Michael J. Kaplan.
TRANSWORLD SYSTEMS: S&P Affirms 'CCC' CCR, Off CreditWatch Pos.
---------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC' corporate credit rating on
Chicago-based Transworld Systems Inc. and removed the ratings from
CreditWatch, where S&P originally placed them with positive
implications on Dec. 13, 2016. The outlook is developing.
In addition, S&P lowered the issue rating on TSI's senior secured
notes to 'CCC-' from 'CCC' and revised the recovery rating on the
notes to '5' from '4'. The '5' recovery rating indicates S&P's
expectation for modest recovery (10%-30%; rounded estimate: 15%) in
the event of a payment default.
'The rating actions reflect reduced revenue visibility due to
uncertainty about receipt of the DoE debt collection services
contract,' said S&P Global Ratings credit analyst William Savage.
While S&P believes the company will have ample liquidity to manage
through the re-evaluation period, S&P believes the likelihood of a
default or distressed exchange is heightened without the DoE award.
In light of TSI's high interest expense, S&P expects free cash
flow to be negative in 2017 and 2018, resulting in little cushion
for further operational disruptions.
The developing outlook on the company reflects uncertainty about
receipt of the DoE contract. Although the company increased its
revolving credit facility to $75 million from $35 million, S&P
believes that the company will continue to need to draw on the
facility to make its semi-annual interest payments over the next 12
months. Furthermore, S&P believes that the company will continue
to be dependent on the revolving credit facility until it is able
to generate positive operating cash flow, which would most likely
be driven by winning the DoE debt collections contract under the
current DoE reevaluation.
S&P could lower the rating if it believes a default or distressed
exchange appears inevitable within six months which would mostly
likely be caused by the loss of the DoE contract with no
proportionate offset from cost reductions and other business
revenue.
S&P could raise the rating one notch if the company is able to
improve its liquidity position and increase its revenue visibility,
which would most likely result from the renewal of the DoE
contract. Because S&P expects leverage to be above 10x for the
next couple of years, a two-notch upgrade is highly unlikely in the
near term.
-- S&P revised its recovery rating on TSI's senior notes to '5'
from '4' and lowered S&P's issue-level rating to 'CCC-' from
'CCC'. This reflects a lower enterprise value under a
simulated default scenario where estimated EBITDA would be
around current levels, assuming a loss of the DoE contract.
S&P's simulated default scenario contemplates a default in
2018 as a result of the company's inability to be awarded
the DoE contract, an untimely delay in the award of the DoE
contract, or execution missteps that result in the loss of
key contracts.
-- S&P has valued the company on a going-concern basis using a
5x multiple (because of the "asset-light" nature of the
business) of our projected emergence EBITDA.
-- Simulated year of default: 2018
-- EBITDA at emergence: $30 million
-- EBITDA multiple: 5x
-- Net enterprise value (after 5% administrative costs):
$141 million
-- Valuation split in % (obligors/nonobligors): 100/0
-- Collateral value available to secured creditors:
$141 million
-- Superpriority revolver: $66 million
-- Recovery expectations: N/A
-- Secured notes: $461 million
-- Recovery expectations: 10% to 30%; rounded estimate of
15%
Note: All debt amounts include six months of prepetition interest
TRI-CITY COMMUNITY: Disclosures OK'd; Plan Hearing on July 10
-------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts has approved Tri-City Community Action
Program, Inc.'s amended disclosure statement dated May 24, 2017,
referring to the Debtor's liquidating Chapter 11 plan dated April
14, 2017.
A hearing to consider the confirmation of the Plan is set for July
10, 2017, at 11:30 a.m. Objections to the plan confirmation must
be filed by July 5, 2017, at 4:30 p.m.
June 9, 2017, is the deadline for the Debtor to object to a
creditor's proof of claim and have the objection served to effect
non-allowance of the claim for purposes of voting on the Plan.
July 5, 2017, is established as administrative expense bar date for
unpaid administrative claims arising prior to April 1, 2017.
The Plan is a liquidation plan and does not contemplate the
financial rehabilitation of the Debtor or the continuation of its
operations. The major components of the Plan include:
(i) the sale of the Debtor's residential real properties
located at 22 Charles Street, Malden, Massachusetts and
115 Washington Street, Malden, Massachusetts at which the
Debtor has operated subsidized low income housing,
pursuant to an asset purchase agreement whereby the
purchaser of the Property will continue to operate the
Property as low income housing and will assume certain
existing mortgage debt as specified in the Property APA;
(ii) an agreement resolving disputes involving the Debtor,
Eagle Bank, and the Massachusetts Department of Housing
and Community Development arising out of prepetition
application by Eagle Bank of certain funds made available
to the Debtor under the federal Low Income Housing Energy
Assistance Program administered by DHCD;
(iii) utilization of proceeds of the sale of the Property, and
an agreement with National Grid to share certain proceeds
it receives under the LIHEAP Settlement Agreement,
together with the Debtor's other funds on hand, to pay
the expenses of administering the Debtor's Chapter 11
case and to pay certain secured claims, priority claims,
and a distribution to general unsecured creditors; and
(iv) the transfer of the Debtor's interest in a $100,000
promissory note issued by 54 Eastern Ave Malden LLC, and
the causes of action held by the bankruptcy estate, to a
Creditor Trust, to be administered by a Creditor Trustee
for the benefit of the Debtor's general unsecured
creditors holding allowed claims against the Debtor and
its bankruptcy estate.
The Plan is a "pot plan" for general unsecured creditors, in that
it provides fixed or definable assets for distribution to holders
of Allowed General Unsecured Claims (rather than a fixed percentage
dividend). Because certain of the assets, like the Eastern Avenue
Note and Estate Causes of Action, are not yet liquidated, and
because Allowed Claims have not yet been fixed, the precise
percentage distribution is not now known, or knowable.
However, the Debtor currently anticipates that Allowed General
Unsecured Claims (Class 7 Claims) will total approximately $1.297
million, and that funds available for distribution to Allowed Class
7 Claims will total approximately $224,500, excluding the Eastern
Avenue Note and excluding any recovery on account of the Estate
Causes of Action. Based on these assumptions, the Debtor currently
anticipates that holders of Allowed Class 7 Claims will receive a
distribution of approximately 17% of the amount of their allowed
claims.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/mab15-11569-167.pdf
About Tri-City Community Action Program, Inc.
Tri-City Community Action Program, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D. Mass. Case No. 15-11569) on April
23, 2015. The Hon. Hoan N. Feeney presides over the case. Casner
7 Edwards LLP represents the Debtor as counsel.
In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Charles Harak, director.
TSAWD HOLDINGS: Wants Exclusive Plan Filing Extended to Sept. 5
---------------------------------------------------------------
TSAWD Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend by 68 days the exclusive periods for
the filing of a Chapter 11 plan and soliciting acceptances of that
plan through and including Sept. 5, 2017, and Nov. 2, 2017,
respectively.
A hearing to consider the Debtors' request will be held on June 27,
2017, at 10:30 a.m. (ET). Objections to the request must be filed
by June 15, 2017, at 4:00 p.m. (ET).
As reported by the Troubled Company Reporter on April 17, 2017, the
Court previously extended the Debtors' exclusive plan filing period
through June 26, 2017, and their exclusive solicitation period
through Aug. 24, 2017.
The Debtors now seek an additional extension of the Exclusive
Periods so that they may be afforded sufficient time to finish
reconciliations and other post-closing administrative tasks related
to their asset sales that commenced upon entry of the court order
approving the Debtors' settlement with its prepetition term loan
agent. Following this process, the Debtors will evaluate their
assets and administrative liabilities, on a Debtor-by-Debtor basis,
in order to determine if any plan is feasible with respect to one
or more of the Debtors. The Debtors believe that it is appropriate
to maintain the Exclusive Periods so as to reduce any
administrative expenses that may be incurred in connection with any
competing plans that are filed before it can be determined whether
any chapter 11 plan can be confirmed and, if so, which Debtors have
the ability to do so.
During the first several months of the Chapter 11 cases, the
Debtors focused their efforts and resources on, among other things,
stabilizing their businesses, ensuring a smooth transition into
Chapter 11, complying with the myriad reporting requirements
imposed on a Chapter 11 debtor, and working to obtain approval of
various sales of their assets. These Chapter 11 cases have been
contentious and burdened by extensive litigation since the Petition
Date as the Debtors attempted to, among other things, protect the
estates' interest in consigned goods and secure postpetition
financing over strenuous objection. In that context, the Debtors
and their professionals devoted significant time and resources to,
among other things, (i) coordinating tasks associated with the
various sales, including the negotiation of underlying documents
and other instruments submitted by multiple bidders and actively
participating in the necessary diligence attendant thereto; (ii)
resolving a significant number of sale objections and contract
counterparty inquiries in connection with the Sales; (iii)
participating in extensive litigation related to consigned goods
and use thereof; (iv) resolving or otherwise overcoming hundreds of
objections to the Debtors' proposed bid procedures and sale
timeline; (v) litigating significant issues pertaining to "stub"
rent and the extension of time to reject or assume leases of
nonresidential real property; (vi) securing postpetition financing
over significant landlord, Committee and creditor objections; (vii)
preparing and filing numerous motions to assume or reject executory
contracts and unexpired leases; (viii) finalizing and filing the
Debtors' schedules of assets and liabilities and statements of
financial affairs, which necessarily required a significant
expenditure of time and effort on the part of the Debtors'
management and certain of their personnel and professional
advisors; (ix) negotiating and securing Court approval of the
wind-down Settlement Agreement; and (x) ensuring that the estates
continue to be competently and efficiently managed during the
pendency of these Chapter 11 cases.
The Debtors and their advisors also dealt with administrative
issues attendant to these Chapter 11 cases, including, but not
limited to, (i) obtaining court approval for multiple bar dates and
implementing notice services; (ii) responding to routine and
numerous creditor inquiries; (iii) retaining professionals; (iv)
evaluating and resolving requests for additional adequate assurance
of future payment from certain utility providers; (v) obtaining
approval of a key employee incentive plan and a key employee
retention plan; and (vi) preparing initial and subsequent monthly
operating reports.
The Debtors have, among other things, obtained court approval to
sell certain remnant assets and, separately, settle valuable claims
against ex-insiders, helped secure Court authority to enforce the
settlement agreement reached by and between the Debtors, the Term
Loan Agent and certain settling consignment vendors, negotiated the
final and agreed-upon terms of multiple orders approving payment of
administrative expense claims, and continued to administer the
estates and comply with reporting requirements imposed on Chapter
11 debtors.
With respect to the Sales, in particular, the Debtors directed
substantial energy and resources toward maintaining ongoing
operations and business relationships while simultaneously
soliciting interest in their assets. The Debtors only recently
agreed to the terms of a final reconciliation related to their
inventory sales, which helped determine the full value of the
consideration owed to the Debtors. The Debtors believe that it is
in the best interests of all parties to allow the Debtors
sufficient additional time to determine the scope of their assets
and liabilities -- on a Debtor-by-Debtor basis -- to determine
whether any plan(s) may be confirmed.
About TSAWD Holdings Inc.
TSAWD Holdings Inc., formerly known as Sports Authority Holdings,
and its affiliates are sporting goods retailers with roots dating
back to 1928. The Debtors currently operate 464 stores and five
distribution centers across 40 U.S. states and Puerto Rico. The
Debtors offer a broad selection of goods from a wide array of
household and specialty brands, including Adidas, Asics, Brooks,
Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The
North Face, and Under Armour, in addition to their own private
label brands. The Debtors employ 13,000 people.
TSAWD and six of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on
March 2, 2016. The petitions were signed by Michael E. Foss
as chairman and chief executive officer.
The Debtors have engaged Robert A. Klyman, Esq., Matthew J.
Williams, Esq., Jeremy L. Graves, Esq., and Sabina Jacobs, Esq.,
at Gibson, Dunn & Crutcher LLP as general counsel; Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor, LLP as co-counsel;
Rothschild Inc. as investment banker; FTI Consulting, Inc.,
as financial advisor; and Kurtzman Carson Consultants LLC
as notice, claims, solicitation, balloting and tabulation agent.
Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors. Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.
* * *
In May 2016, the Delaware Court allowed Sports Authority to
Proceed with the liquidation of all of its roughly 450 stores
across the country after the Debtors resolved or beat out
about 100 objections to the sale. Judge Mary F. Walrath
approved an agreement for a joint venture of Gordon Brothers
Retail Partners LLC, Hilco Merchant Resources LLC and Tiger
Capital Group LLC to conduct going out of business sales.
The Joint Venture won an auction for the Debtors' inventory.
The Debtors failed to obtain a winning going-concern bid at
a May 17, 2016 auction.
In July 2016, Judge Walrath approved the sale of the Debtors'
intellectual property and more than two dozens of property leases
to Dick's Sporting Goods Inc. A Wall Street Journal report,
citing anonymous sources, said Dick's bid was for $15 million.
USARCO LIMITED: E&Y to Liquidate Excess Assets
----------------------------------------------
Pursuant to an order issued by the Ontario Superior Court of
Justice on Sept. 16, 2016, Ernst & Young Inc., in its capacity as
the plan administrator of the salaried employees of Usarco Limited,
is conducting a process to liquidate certain of the Company's
excess assets to the beneficiaries of the pension plan.
Beneficiaries of the plan who has not received a distribution of
the excess assets should contact:
Ernst & Young Inc.
Toronto-Dominion Centre
P.O. Box 251, 222 Bay Street
Toronto, Ontario M5K 1J7
Tel: 416-943-2277
Fax: 416-943-3300
Email: philip.kan@ca.eye.com
Usarco Limited is an importer and supplier of copper wire.
USIC HOLDINGS: $40MM Loan Add-on Credit Negative, Moody's Says
--------------------------------------------------------------
Moody's Investors Service said that the proposed $40 million add-on
to USIC Holdings, Inc.'s $633 million first lien term loan due 2023
is credit negative given that it slightly increases the company's
leverage, however, it does not impact the company's ratings,
including its B3 Corporate Family Rating, or stable rating outlook.
"While pro forma leverage increases slightly to 6.2x, the company's
interest coverage remains unchanged at 1.9x given that additional
interest expense associated with the add-on is nearly fully
mitigated by the benefits of the concurrent term loan repricing,"
said Moody's lead analyst Natalia Gluschuk.
Headquartered in Indianapolis, Indiana, USIC Holdings, Inc. is a
leading provider of outsourced infrastructure locating and marking
services to telephone, electric, natural gas, cable, fiber optic
and water utilities in the United States. The company operates in
39 states in the U.S. and one province in Canada. Since July 2013,
USIC has been owned by the funds advised and/or managed by Leonard
Green & Partners, L.P. In 2016, the company performed about 71
million locates, and in the LTM period ending March 31, 2017,
generated approximately $822 million in revenues.
USIC HOLDINGS: S&P Affirms 'B' Rating on Sr. Sec. 1st-Lien Debt
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue-level rating on USIC
Holdings Inc.'s senior secured first-lien debt (revolver and term
loan). S&P's '3' recovery rating on the facilities remains
unchanged, indicating S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 50%) in the event of a payment
default.
USIC plans to issue a $40 million add-on to its existing
outstanding $633 million first-lien term loan (totaling $673
million). S&P believes that the company will use the proceeds from
this add-on for acquisitions. Although the additional debt will
cause the company's leverage metric to exceed 7x, the upsizing does
not affect S&P's ratings on the company's senior secured credit
facilities and does not change S&P's forecast that the company will
reduce its debt-to-EBITDA below 7x over the next 12 months and
maintain a free operating cash flow-to-debt ratio in the mid-single
digit percent area.
S&P's ratings on USIC reflect the company's position as a leading
provider of utility line-locating services in North America, its
legally mandated niche business, its high renewal rates, and its
limited end-market diversity. S&P's ratings also incorporate the
risks associated with its controlling ownership by a private-equity
sponsor, reflecting the potential that its financial sponsor may
increase its leverage over time.
RECOVERY ANALYSIS
Key analytical factors
-- S&P affirmed its 'B' issue-level rating on the company's
senior secured first-lien credit facilities (revolver and
term loan). The '3' recovery rating remains unchanged.
-- S&P's simulated default scenario contemplates a default in
2020 due to an increase in the number and magnitude of
damage claims against the company combined with a
significant decline in revenue and operating profits in a
protracted weak residential and nonresidential construction
environment in the U.S. These events will likely inhibit
the company's ability to meet its fixed-payment obligations.
-- S&P believes that USIC would most likely reorganize and
emerge as a going concern, considering the company's leading
market position in line-locating services, its long-term
relationship with many of its top customers, and the
expected long-term trend toward increased outsourcing
of line-locating services.
Simulated default assumptions
-- Simulated year of default: 2020
-- EBITDA at emergence: $79 million
-- EBITDA multiple: 5x
Simplified waterfall
-- Net enterprise value (after 5% admin. exp.): $375 million
-- Valuation split (obligors/ non-obligors): 95%/5%
-- Collateral value available to first-lien debt: $368 million
-- Secured first-lien debt claims: $715 million
-- Recovery expectations: 50%-70% (rounded estimate: 50%)
-- Collateral value available to second-lien debt: $0 million
-- Secured second-lien debt claims: $180 million
-- Recovery expectations: 0%-10% (rounded estimate: 0%)
Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from non-obligors after non-obligor
debt.
RATINGS LIST
USIC Holdings Inc.
Corporate Credit Rating B/Stable/--
Ratings Affirmed; Recovery Ratings Unchanged
USIC Holdings Inc.
Senior Secured 1st-Ln Debt B
Recovery Rating 3(50%)
Senior Secured Revolver B
Recovery Rating 3(50%)
Senior Secured 2nd-Ln Debt CCC+
Recovery Rating 6(0%)
VANGUARD NATURAL: Jackson Walker Represent 2nd Lien Holders
-----------------------------------------------------------
Jackson Walker L.L.P. on Feb. 15, 2017, filed a verified statement,
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
in connection with Morrison & Foerster's representation of the ad
hoc committee of certain holders of 7.0% Senior Secured Second Lien
Notes due 2023 issued under the indenture dated Feb. 10, 2016, by
and among Vanguard Natural Resources, LLC, VNR Finance Corp., and
U.S. Bank National Association, as trustee in the chapter 11 cases
of Vanguard Natural Resources, LLC, et al.
On Feb. 1, 2017, the Ad Hoc Committee of Second Lien Noteholders
retained Jackson Walker to represent it with respect to a potential
restructuring of the Debtors' obligations.
According to the court filing, Jackson Walker represents only the
Ad Hoc Committee of Second Lien Noteholders in connection with the
Debtors' chapter 11 cases and does not represent or purport to
represent any entity or entities other than the Ad Hoc Committee of
Second Lien Noteholders in connection with the Debtors' chapter 11
cases.
The members of the Ad Hoc Committee of Second Lien Noteholders and
their disclosable economic interests are:
1. Fir Tree, Inc.
505 Fifth Avenue, 23rd Floor
New York, New York 10017
$42,116,000 of Second Lien Note Claims
2. Wexford Capital LP
411 West Putnam Avenue
Greenwich, Connecticut 06830
$2,000,000 of 7.875% Senior Notes due 2020
$12,000,000 of Second Lien Note Claims
3. York Capital Management Global Advisors
767 Fifth Avenue, 17th Floor
New York, New York 10153
$7,176,000 of Second Lien Note Claims
Counsel to the Ad Hoc Committee of Second Lien Noteholders:
Monica S. Blacker, Esq.
Matthew D. Cavenaugh
JACKSON WALKER L.L.P.
2323 Ross Avenue, Suite 600
Dallas, Texas 75201
Telephone: (214) 953-6000
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in Wyoming,
and the Powder River Basin in Wyoming.
Vanguard Natural Resources, LLC, and certain subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017.
The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur.
The Debtors listed total assets of $1.54 billion and total debt
of $2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard. Opportune
LLP is the Company's restructuring advisor. Prime Clerk LLC is
serving as claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case. The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc., as financial advisor.
The Company on March 16, 2017, filed a motion with the Bankruptcy
Court disclosing a Stipulation and Agreed Order entered into on
March 15, 2017, by and between the Debtors and certain unaffiliated
holders of its Preferred Units and common units pursuant to which
the Debtors and the Ad Hoc Equity Committee agreed, among other
things, that professionals for the Ad Hoc Equity Committee would be
funded by the Debtors' estates for services performed within a
defined scope and subject to agreed caps on fees and expenses as
described in the Stipulation and Agreed Order.
Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil,
Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at
Gardere Wynne Sewell LLP.
Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of Sept. 30,
2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil Gotshal & Manges LLP.
* * *
The Court has approved the disclosure statement explaining Vanguard
Natural Resources, LLC and certain subsidiaries' Second Amended
Joint Plan of Reorganization, dated May 31, 2017.
Upon consummation of the Plan, the Company will sell all of its
assets to a corporation owned by those parties participating in the
rights offering and the second lien lenders in exchange for the
assumption of the Company's first lien debt, the assumption of the
Company's second lien debt, a cash payment from the Acquiring
Corporation, common stock of the Acquiring Corporation and warrants
to acquire common stock of the Acquiring Corporation.
VANGUARD NATURAL: Milbank, Porter Hedges Represent Sr. Noteholders
------------------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP and Porter Hedges LLP submitted
in February 2017 a verified statement pursuant to Rule 2019(b) of
the Federal Rules of Bankruptcy Procedure in connection with their
representation of:
(a) an informal ad hoc committee of certain holders of senior
notes issued by Vanguard Natural Resources LLC or one or more of
its subsidiaries; and
(b) UMB Bank, National Association, in its capacity as
successor trustee under the 2020 Indenture.
Members of the Ad Hoc Committee of Senior Note Holders hold,
control, or otherwise have discretionary authority over the
disposition of certain unsecured indebtedness arising under or in
connection with:
(1) 7.875% unsecured senior notes -- 2020 Senior Notes --
issued by VNR Finance Corp. pursuant to an Indenture, dated as of
April 4, 2012; and/or
(2) 8-3/8% unsecured senior notes issued by Vanguard
Operating, LLC, pursuant to an Indenture, dated as of May 27,
2011.
In September 2016, the Ad Hoc Committee of Senior Note Holders
retained Milbank to represent it with respect to the Debtors'
restructuring.
In February 2017, the Ad Hoc Committee of Senior Note Holders
further retained Porter Hedges as its Texas counsel to represent it
with respect to the Debtors' restructuring.
On Jan. 25, 2017, at the direction of holders of more than a
majority of the principal amount of 2020 Notes outstanding, the
2020 Trustee retained Milbank as special restructuring counsel to
the 2020 Trustee to represent it with respect to the Debtors'
restructuring.
According to the filing, Milbank and Porter Hedges represent the Ad
Hoc Committee of Senior Note Holders and the 2020 Trustee, and does
not represent or purport to represent any entities other than the
Ad Hoc Committee of Senior Note Holders and the 2020 Trustee in
connection with the Debtors' chapter 11 cases.
The members of the Ad Hoc Committee of Senior Note Holders and
their disclosable interests are:
1. Contrarian Capital Management, L.L.C.
411 West Putnam Avenue, Suite 425
Greenwich, CT 06830
7.875% Senior Notes due 2020: $53,279,000
2. Fidelity Management & Research Co.
82 Devonshire Street, V13H
Boston, MA 02109
8 3/8% Senior Notes due 2019: $24,395,000
3. J.H. Lane Partners, LP
126 East 56th Street, Suite 1620
New York, NY 10022
8 3/8% Senior Notes due 2019: $3,000,000
4. J.P. Morgan Securities LLC, with respect to only its Credit
Trading group
277 Park Avenue 11th FL,
Mail Code NY1-L204
New York, NY 10172
7.875% Senior Notes due 2020: $22,825,000
First Lien Credit Facility: $6,260,772
Series A Preferred Units: 184,311
Series B Preferred Units: 606,788
Series C Preferred Units: 387,000
Common Units: 5,850,000
5. Latigo Partners, LP
450 Park Avenue
12th Floor
New York, NY 10022
7.875% Senior Notes due 2020: $5,500,000
6. Marathon Asset Management, LP
One Bryant Park
38th Floor
New York, NY 10036
7.875% Senior Notes due 2020: $79,544,000
Series B Preferred Units: 152,750
Series C Preferred Units: 135,258
7. Monarch Alternative Capital, LP
535 Madison Avenue
New York, NY 10022
7.875% Senior Notes due 2020: $35,000,000
8. Morgan Stanley & Co., LLC
1585 Broadway
New York, NY 10036
7.875% Senior Notes due 2020: $33,790,000
8 3/8% Senior Notes due 2019: (1,380,000)
7% Second Lien Notes due 2023: $6,900,000
Series A Preferred Units: (13,774)
Series B Preferred Units: 18,553
Series C Preferred Units: (234)
Attorneys for the Ad Hoc Committee of Senior Note Holders and UMB
Bank can be reached at:
John F. Higgins, Esq.
Eric M. English, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, TX 77002-2764
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
E-mail: jhiggins@porterhedges.com
eenglish@porterhedges.com
- and -
Dennis F. Dunne, Esq.
Samuel A. Khalil, Esq.
Andrew M. Leblanc, Esq.
MILBANK, TWEED, HADLEY & McCLOY LLP
28 Liberty Street
New York, NY 10005
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
E-mail: ddunne@milbank.com
skhalil@milbank.com
aleblanc@milbank.com
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in Wyoming,
and the Powder River Basin in Wyoming.
Vanguard Natural Resources, LLC, and certain subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017.
The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur.
The Debtors listed total assets of $1.54 billion and total debt of
$2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard. Opportune
LLP is the Company's restructuring advisor. Prime Clerk LLC is
serving as claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case. The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc., as financial advisor.
The Company on March 16, 2017, filed a motion with the Bankruptcy
Court disclosing a Stipulation and Agreed Order entered into on
March 15, 2017, by and between the Debtors and certain unaffiliated
holders of its Preferred Units and common units pursuant to which
the Debtors and the Ad Hoc Equity Committee agreed, among other
things, that professionals for the Ad Hoc Equity Committee would be
funded by the Debtors' estates for services performed within a
defined scope and subject to agreed caps on fees and expenses as
described in the Stipulation and Agreed Order.
Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil,
Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at Gardere
Wynne Sewell LLP.
Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of Sept. 30,
2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil Gotshal & Manges LLP.
* * *
The Court has approved the disclosure statement explaining Vanguard
Natural Resources, LLC and certain subsidiaries' Second Amended
Joint Plan of Reorganization, dated May 31, 2017.
Upon consummation of the Plan, the Company will sell all of its
assets to a corporation owned by those parties participating in the
rights offering and the second lien lenders in exchange for the
assumption of the Company's first lien debt, the assumption of the
Company's second lien debt, a cash payment from the Acquiring
Corporation, common stock of the Acquiring Corporation and warrants
to acquire common stock of the Acquiring Corporation.
VANGUARD NATURAL: Plan to Impact Equity Holders, Says Group
-----------------------------------------------------------
The Ad Hoc Committee of Equity Holders in Vanguard Natural
Resources, LLC et al.'s cases wrote a letter to preferred
unitholders and common unitholders of Vanguard to highlight certain
provisions of the Debtors' Disclosure Statement and proposed Plan
of Reorganization.
The Equity Committee urges Unitholders to pay careful attention to
several provisions that could impact their rights, including, but
not limited to, tax consequences and releases of third parties.
Each Unitholder has been asked to make two decisions as it concerns
the Proposed Plan. First, each Unitholder has an opportunity to
either vote for or against the Proposed Plan. Second, each
Unitholder has an opportunity to "opt-out" of the releases under
the Proposed Plan.
Unitholders will not receive a complete copy of the Debtors'
Disclosure Statement or the Proposed Plan.
The Court has ordered that the Debtors provide Unitholders with an
Executive Summary of Treatment of VNR Preferred Units and VNR
Common Units under the Proposed Plan. If interested in receiving a
complete copy of the Disclosure Statement and Proposed Plan, you
may view the documents, free of charge, at
https://cases.primeclerk.com/vanguard
or by calling Prime Clerk at
(844) 596-2260 or
(929) 333-8976 (International)for a copy.
The voting deadline is July 10,2017. Each Unitholder will need to
submit its ballot to its broker, bank, dealer or other agent or
nominee(each, a "Voting Nominee"), who will then turn in a Master
Ballot to the Debtors by July 10, 2017.
The Equity Committee said in its June 1 letter, "We encourage you
to review the Executive Summary of the Proposed Plan carefully, and
consult with your attorney or tax advisor. We also direct your
attention to the following provisions:
* Treatment of Unitholders: The Debtors have stated that the
Unitholders are "out of the money" and any recovery under the
Proposed Plan is essentially a "gift". The Debtors' Plan is based
on a purported total enterprise value of $1.425 billion. The
Equity Committee believes that this undervalues the Debtors, and
that the Debtors' total enterprise value is in the range of
$2.1billion to $2.6 billion. If the Debtors are correct, their
total debt of over $1.8 billion exceeds this value and any recovery
to the VNR Preferred or Common Unitholders would be considered a
"gift." If the Equity Committee's valuation is more accurate and
the Bankruptcy Court determines that the Debtors' value exceeds the
$1.8 billion of debt, than the Preferred Unitholders and possibly
the Common Unitholders may be "in the money" and entitled to a
better recovery than what is currently provided for in the Proposed
Plan. The outcome will depend on how the Bankruptcy Court values
the Debtors, which may be decided at the hearing to approve the
Proposed Plan, which is currently set for July 18, 2017 at 9:00a.m.
(Central Time) (the "Confirmation Hearing").
* Cancellation of Debt Income/ Ordinary Loss Hypotheticals for
Common Unitholders: The Proposed Plan provides that certain debt
will be converted to equity, which will create "Cancellation of
Debt Income"(or "CODI") to the Common Unitholders. The Debtors
have included a chart that estimates 2017 taxable income or loss,
as applicable, that will be recognized by Common Unitholders. We
encourage you to review this information as it applies to your
specific situation and seek tax advice as necessary.
* Third Party Releases: As part of the Proposed Plan, the
Debtors have requested that each Unitholder agree to release the
Debtors as well as various third parties, including, but not
limited to, the Senior Noteholders, the Reserve Based Lending
Lenders, and the Debtors' officers and board of directors. If you
do not agree to release any of these parties, then each Unitholder
is required to specifically "opt-out" of such releases on the
Ballot. Accordingly, if you as a Unitholder do not want to release
the third parties, including Debtors' officers and directors, then
you must check the box to "opt-out" of the releases and submit your
ballot to your Voting Nominee.
"As stated above, the Equity Committee encourages you to read the
Executive Summary of the Proposed Plan carefully and seek legal and
tax advice on the impact of such provisions on your specific
situation. You are also encouraged to read the Disclosure
Statement and the Proposed Plan.
"The Equity Committee reminds you that even if you do not vote for
or against the Proposed Plan but do not want to consent to the
third party releases, you still need to submit a ballot. Failure to
check the box to "opt-out" and submit a ballot to your Voting
Nominee prior to the Voting Deadline will bind you to these
releases, unless the Court later decides that this mechanism is
impermissible."
About Vanguard Natural Resources
Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties. Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in Wyoming,
and the Powder River Basin in Wyoming.
Vanguard Natural Resources, LLC, and certain subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 2, 2017.
The Chapter 11 cases are assigned to the Hon. Judge Marvin Isgur.
The Debtors listed total assets of $1.54 billion and total debt
of $2.3 billion as of Feb. 1, 2017.
Paul Hastings LLP is serving as legal counsel and Evercore
Partners is acting as financial advisor to Vanguard. Opportune
LLP is the Company's restructuring advisor. Prime Clerk LLC is
serving as claims and noticing agent.
Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017,
appointed three creditors to serve on the official committee of
unsecured creditors appointed in the Debtor's case. The Committee
hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI
Consulting, Inc., as financial advisor.
The Company on March 16, 2017, filed a motion with the Bankruptcy
Court disclosing a Stipulation and Agreed Order entered into on
March 15, 2017, by and between the Debtors and certain unaffiliated
holders of its Preferred Units and common units pursuant to which
the Debtors and the Ad Hoc Equity Committee agreed, among other
things, that professionals for the Ad Hoc Equity Committee would be
funded by the Debtors' estates for services performed within a
defined scope and subject to agreed caps on fees and expenses as
described in the Stipulation and Agreed Order.
Counsel to the Ad Hoc Equity Committee are Sharon M. Beausoleil,
Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at
Gardere Wynne Sewell LLP.
Attorneys for Citibank, N.A, as administrative agent under the
Third Amended and Restated Credit Agreement, dated as of Sept. 30,
2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil Gotshal & Manges LLP.
* * *
The Court has approved the disclosure statement explaining Vanguard
Natural Resources, LLC and certain subsidiaries' Second Amended
Joint Plan of Reorganization, dated May 31, 2017.
Upon consummation of the Plan, the Company will sell all of its
assets to a corporation owned by those parties participating in the
rights offering and the second lien lenders in exchange for the
assumption of the Company's first lien debt, the assumption of the
Company's second lien debt, a cash payment from the Acquiring
Corporation, common stock of the Acquiring Corporation and warrants
to acquire common stock of the Acquiring Corporation.
VISION CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Vision Construction Company, Inc.
7042 Alamo Downs Pkwy #500
San Antonio, TX 78238
Business Description: The Debtor is a small business debtor as
defined in 11 U.S.C. Section 101(51D).
Chapter 11 Petition Date: June 2, 2017
Case No.: 17-51263
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Ronald B. King
Debtor's Counsel: R. Glen Ayers, Jr., Esq.
LANGLEY & BANACK, INC.
745 E Mulberry Ave Suite 900
San Antonio, TX 78212
Tel: (210) 736-6600
Fax: (210) 735-6889
E-mail: gayers@langleybanack.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Noel Flores, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb17-51263.pdf
W&T OFFSHORE: Ordered to Pay $43.2 Million to Apache
----------------------------------------------------
W&T Offshore, Inc. reported that it has received a final trial
court judgment from the U.S. District Court for the Southern
District of Texas directing the Company to pay Apache Corp. $43.2
million, plus $4.4 million in prejudgment interest, attorney's fees
and costs assessed in the judgment.
The judgment stems from a previously disclosed lawsuit that Apache
filed in December 2014 regarding a dispute about Apache's use of
drilling rigs instead of a previously contracted intervention
vessel for the plugging and abandonment of three deepwater wells in
the Mississippi Canyon area of the Gulf of Mexico. W&T contends
that the costs to use the drilling rigs were unnecessary and
unreasonable but that Apache chose to use the rigs without W&T's
consent because they otherwise would have been idle at Apache's
expense. W&T believes the use of the rigs was in bad faith, as
found by the jury, and in breach of the applicable joint operating
agreement, particularly since another vessel had been contracted by
Apache for the abandonment a year in advance. W&T had previously
paid $24.9 million as an undisputed amount for the plug and
abandonment work.
Tracy W. Krohn, W&T Offshore's chairman and chief executive
officer, stated, "W&T is disappointed in the judgment signed by the
district court and believes that it is contrary to the applicable
law given the jury's finding in October 2016 that Apache acted in
bad faith. W&T is considering its options, including post judgment
motions and appeal."
About W&T Offshore
Based in Houston, Texas, W&T Offshore, Inc., is an independent oil
and natural gas producer, active in the exploration, development
and acquisition of oil and natural gas properties in the Gulf of
Mexico. In October 2015, the Company disposed of substantially all
of its onshore oil and natural gas interests with the sale of its
Yellow Rose field in the Permian Basin. The Company retained an
overriding royalty interest in the Yellow Rose field production.
W&T Offshore, Inc. is a Texas corporation originally organized as a
Nevada corporation in 1988, and successor by merger to W&T Oil
Properties, Inc., a Louisiana corporation organized in 1983. The
Company's interest in fields, leases, structures and equipment are
primarily owned by the parent company, W&T Offshore, Inc. and its
wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited
liability company.
As of March 31, 2017, W&T Offshore had $854.5 million in total
assets, $1.48 billion in total liabilities and a total
shareholders' deficit of $632.8 million. W&T Offshore reported a
net loss of $249.02 million in 2016, a net loss of $1.04 billion in
2015 and a net loss of $11.66 million in 2014.
* * *
As reported by the TCR on April 14, 2017, S&P Global Ratings
affirmed its 'CCC' corporate credit rating on U.S.-based oil and
gas exploration and production (E&P) company W&T Offshore Inc. The
rating outlook is negative. "The affirmations follow our review of
W&T's capital structure and credit profile in light of challenging
conditions in the offshore E&P industry," said S&P Global Ratings
credit analyst Kevin Kwok.
W&W LLC: Names Harry Long as Attorney
-------------------------------------
W&W, LLC seeks authorization from the U.S. Bankruptcy Court for the
Northern District of Alabama to employ The Law Office of Harry P.
Long as attorney.
The Debtor requires the law firm to:
(a) give legal advice with respect to its powers and duties as
Debtor-in-Possession;
(b) negotiate and formulate a plan of arrangement under Chapter
11 which will be acceptable to its creditors and equity
security holders;
(c) deal with secured lien claimants regarding arrangements for
payment of its debts and, if appropriate, contesting the
validity of same;
(d) prepare the necessary petition, answers, orders, reports
and other legal papers; and
(e) render all other services which may be necessary.
Harry P. Long will be paid at $370 per hour.
Mr. Long will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The law firm requires a $25,000 retainer.
Mr. Long assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
The law firm can be reached at:
Harry P. Long, Esq.
The Law Office of Harry P. Long
P.O. Box 1468
Anniston, AL 36202
Tel: (256) 237-3266
E-mail: Hlonglegal8@gmail.com
About W & W, L.L.C.
W & W, L.L.C., owns and operates certain medical office facilities
and related property located at 620 Quintard Drive, 650 Quintard
Drive, and 620 Monger Street, in Oxford, Calhoun County, Alabama.
W & W's primary business is leasing space in the Facility to
health
care related businesses.
W & W, L.L.C., filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-40906) on May 15,
2017. The Debtor estimated less than $1 million in both assets
and
liabilities.
Harry P. Long, Esq., at the Law Offices of Harry P. Long, LLC, is
serving as counsel to the Debtor.
WALTER INVESTMENT : Bank Debt Trades at 9% Off
----------------------------------------------
Participations in a syndicated loan under Walter Investment
Management Corp is a borrower traded in the secondary market at
91.05 cents-on-the-dollar during the week ended Friday, May 26,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.67 percentage points
from the previous week. Walter Investment pays 375 basis points
above LIBOR to borrow under the $1.5 billion facility. The bank
loan matures on Dec. 18, 2020 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 May 26.
WAVE SYSTEMS: Aurea CEO Looks Forward to an 'Incredible Future'
---------------------------------------------------------------
A letter from Aurea CEO Scott Brighton to Jive Software, Inc.
employees dated June 2, 2017.
Jivers,
It's been a busy couple weeks since my last message, so I thought
it would be helpful to provide an update. Aurea's management team
and I spent the last week in deep planning sessions, largely driven
by the insights we gained while in Campbell, Portland and San
Francisco. This week, a group of Jivers were in Austin helping us
take our integration plans to the next level of detail. We're
excited about Jive's talent, energy and commitment to this
transition -- and the opportunity of bringing our two companies
together.
While we remain committed to achieving an expeditious close date
for the transaction, we want to limit distraction for everyone in
order to make sure that there is focus on closing a great quarter.
We encourage Jivers to continue driving toward their quarterly
plans.
With that in mind, we will mark the official integration of the
company on June 27 (assuming completion of the transaction.) We'll
begin at 8:00 a.m. PT with an all company meeting where we will lay
out the strategic focus of our combined companies, our new
organizational structure and our plans for Q3. This will include a
Q&A.
We will have key leaders from both Aurea and Jive in every major
location, and they will be available for breakouts and individual
questions afterwards.
Starting the week of June 27 (assuming completion of transaction),
we will focus on three objectives:
* We will begin to communicate individual-level role decisions
in 1:1 meetings in locations (such as the US) where legally
permissible; elsewhere, we will initiate formal processes
required for employee 1:1 conversations to occur. Any Jiver
impacted will be treated respectfully, fairly and with a
focus on ensuring continuity of the business.
* Our functional leaders will meet with the new teams to
present operational plans and kick off integration activities
* We will initiate a deeper level of customer communication
I know that many of you have questions, so we will work with Jive
leadership on answering questions as they are submitted to the
Aurea Q&A space on Brewspace. We will do our best to answer your
questions quickly (before June 27), and look forward to responding
to your questions then as well.
Thank you for your continued focus and commitment to your work at
Jive. My team and I look forward to an incredible future
together.
Scott
The Letter was filed with the Securities and Exchange Commission as
an amendment No. 6 to the Tender Offer Statement on Schedule TO
amends and supplements the Tender Offer Statement on Schedule TO
filed with the Securities Exchange Commission on May 12, 2017, by
(i) Jazz MergerSub, Inc., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of Wave Systems Corp., a Delaware
corporation and a wholly owned subsidiary of ESW Capital, LLC, a
Delaware limited liability company ("Guarantor"), (ii) Parent and
(iii) Guarantor. The Schedule TO relates to the offer by Purchaser
to purchase all of the outstanding shares of common stock, par
value $0.0001 per share, of Jive Software, Inc., a Delaware
corporation, at a purchase price of $5.25 per Company Share, net to
the tendering stockholder in cash, without interest and less any
required withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 12, 2017,
and in the related Letter of Transmittal.
About Wave Systems
Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX)
--http://www.wave.com/--develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.
On Feb. 1, 2016, Wave Systems Corp. filed a voluntary petition for
relief under Chapter 7 of the U.S. Bankruptcy Code. Subsequently,
on May 16, 2016, the Debtor's case was converted to administration
under Chapter 11 of the Bankruptcy Code. The Debtor's case, Bankr.
D. Del. Case No. 16-10284, is pending before the Honorable Kevin J.
Carey.
David W. Carickhoff was appointed as Chapter 11 trustee for the
Debtor. Mr. Carickhoff tapped Archer & Greiner P.C. as counsel.
The Trustee also tapped Miller & Company, LLC, as accountants and
financial advisors, and UpShot Services LLC as the claims agent and
administrative agent.
On Aug. 29, 2016, the Debtor's Plan of Reorganization became
effective.
WESTAK INC: Wants to Use Western Alliance's Cash Collateral
-----------------------------------------------------------
Westak, Inc., seeks permission from the U.S. Bankruptcy Court for
the Northern District of California to use cash collateral.
Debtor and Western Alliance Bank, as successor in interest to
Bridge Bank, National Association, have been working towards a cash
collateral agreement and stipulation. The Debtor anticipates that
a final and formal stipulation will be reached by the time of a
formal hearing.
Prior to commence of this case and as part of its ongoing business
certain financing Debtor obtained certain financing from WAB, as
successor in interest to Bridge Bank, National Association, for
business purposes, including funding business operations at the
Subsidiaries level critical to maintaining the value of Debtor's
equity interests. Each of the Subsidiaries has executed a
Commercial Guaranty of all obligations of the borrower Debtor to
WAB.
Cash collateral is to be used in the ordinary course for operations
of the business and to pay adequate protection to WAB. Cash
collateral is to be used to pay operating expenses in the ordinary
course so long as adequate protection payments are made for a
period of four months.
A copy of the Motion is available at:
http://bankrupt.com/misc/canb17-51123-32.pdf
Headquartered in Sunnyvale, California, Westak, Inc. --
http://www.westak.com/-- manufactures printed circuit boards. It
offers flex and rigid flex, solder paste stencils, and in-circuit
testing, as well as rigid double-sided, multi-layered, and volume
interconnects.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 17-51123) on May 10, 2017, estimating its assets
and liabilities at between $1 million and $10 million each. The
petition was signed by Luise Crisham, chief executive officer.
Judge Stephen L. Johnson presides over the case.
Scott L. Goodsell, Esq., and William J. Healy, Esq., at Campeau,
Goodsell Smith serve as the Debtor's bankruptcy counsel.
WESTERN REFINING: Moody's Withdraws B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all of the ratings and
outlooks for Western Refining, Inc. (WNR) and Northern Tier Energy,
LLC (NTI). The withdrawals follow the acquisition of WNR and NTI by
Tesoro Corporation (Tesoro, Ba1 positive) on June 1, 2017, and the
repayment of all outstanding debt at WNR and NTI.
The following summarizes the ratings withdrawn.
Withdrawals:
Issuer: Western Refining, Inc.
Corporate Family Rating, B1
Probability of Default Rating, B1-PD
Senior Secured Term Loan B due 2020, B1 (LGD3)
$500 million Secured Term Loan B-2 due 2023, B1 (LGD3)
Senior Unsecured Notes due 2021, B3 (LGD5)
Speculative Grade Liquidity Rating, SGL-2
Outlook Action:
Outlook: Changed To Rating Withdrawn From Rating Under Review
Issuer: Northern Tier Energy, LLC
Corporate Family Rating, B1
Probability of Default Rating, B1-PD
Senior Secured Notes due 2020, B1 (LGD 4)
Speculative Grade Liquidity Rating, SGL-3
Outlook Action:
Outlook: Changed To Rating Withdrawn From Rating Under Review
RATINGS RATIONALE
On June 1, 2017, Tesoro completed the acquisition of WNR and repaid
all of the outstanding debt of WNR and NTI, using the proceeds of a
$1.6 billion debt offering completed by Tesoro in December 2016.
All of the outstanding WNR and NTI senior notes were called for
redemption prior to the close of the acquisition and have now been
satisfied and discharged. The term loans have also been repaid and
the two revolving credit facilities at WNR and NTI were canceled.
Western Refining, Inc. is a refining and marketing company that
operates three refineries. Northern Tier Energy LLC, which is
wholly-owned by Western Refining, Inc., operates the St. Paul Park
(SPP) refinery and 165 retail convenience stores under the
SuperAmerica brand. WNR also owns the General Partner interest and
a 52.5% LP interest in Western Refining Logistics, LP (WNRL) (as of
March 31, 2017).
WESTERN REFINING: S&P Raises CCR to 'B+' on Acquisition by Tesoro
-----------------------------------------------------------------
S&P Global Ratings said it raised its corporate credit and senior
unsecured ratings on El Paso, Texas-based Western Refining
Logistics L.P. to 'B+' from 'B'. The ratings remain on
CreditWatch, where S&P placed them with positive implications on
Nov. 18, 2016.
The recovery rating of '4' on the senior unsecured debt is
unchanged and indicates that creditors can expect average (30% to
50%; rounded estimate 40%) recovery in the event of a payment
default.
The rating action reflects S&P's view that Western Refining
Logistics' (WNRL) stand-alone credit profile is enhanced through
its strategic link to the larger Tesoro enterprise.
"We expect to resolve the CreditWatch listing on Western Refining
Logistics within the next 90 days, once we get better clarity if
discussions between the partnership and TLLP result in a merger or
other type of combination between the two," said S&P Global Ratings
credit analyst Michael Grande. "If discussions result in WNRL
being merged into TLLP or becoming a wholly owned subsidiary of
TLLP, it is likely that we would equalize our corporate credit
rating and senior unsecured issue rating on WNRL with that of TLLP
at 'BB+'."
WHEEL AND TIRE: Wants Plan Exclusivity Extended to Sept. 7
----------------------------------------------------------
Wheel and Tire Superstore, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to extend to Sept. 7, 2017, the
exclusivity period for filing a plan of reorganization.
The 180-day exclusivity period terminates July 7, 2017.
The Debtor has made timely post-petition payments to its vendors,
lessor of nonresidential real property, employee taxes and the U.S.
Trustee.
The Debtor's reorganization will depend upon its ability to fairly
and accurately predict its future financial performance. The IRS
and unsecured creditors have filed claims which (per the claims
register) exceed $200,000. The IRS' latest amended claim seeks an
allowed priority unsecured claim in the amount of $45,330.74.
The Debtor has been downsizing its operations by reducing the
amount of space it leases for its operations and inventory storage.
The Debtor says that plan projections will be affected by this
contraction but it is difficult to quantify the projections without
a sales history as the rent reduction became effective in May 2017.
An extension will allow WTS to obtain additional information for
projections and valuation.
The Debtor says it will be able to project treatment of allowable
claims if it is given additional time to confirm a plan. The
Debtor's operations are generating sufficient funds to pay its
post-petition obligations to vendors, lessors as well as its sales
tax and employment taxes. The Debtor is a seasonal retail
operation. Accurate projections based upon historical sales over a
greater portion of the Debtor's business cycle will facilitate
this. The information will assist in drafting a feasible plan that
will pay creditors in full.
About Wheel and Tire Superstore
Based in Buda, Texas, Wheel and Tire Superstore, LLC -- fka Tires
To You, LLC, fdba 4Tires2U, and fdba Small Town Tires -- filed a
Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 17-50096)
on Jan. 11, 2017. The Hon. Craig A. Gargotta presides over the
case. Michael J. O'Connor, Esq., at the Law Office of Michael J.
O'Connor, serves as the Debtor's Chapter 11 counsel. In its
petition, the Debtor estimated under $50,000 in assets and under
$10 million in liabilities. The petition was signed by Monica
Grace, managing member.
WILTON HOLDINGS: S&P Raises CCR to 'CCC+' Then Withdraws Rating
---------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Woodridge,
Ill.-based Wilton Holdings Inc. to 'CCC+' from 'CCC'. The outlook
is stable. Thereafter, S&P withdrew all of the ratings on the
company.
"The upgrade follows the completion of the company's refinancing of
its term loans and ability to extend the maturity of its
asset-based lending facility," said S&P Global Ratings credit
analyst Bea Chiem.
S&P estimates that pro forma for the refinancing, the company has
about $240 million in reported debt outstanding.
The stable outlook reflects S&P's view that the company should be
able to maintain sufficient liquidity to meet its debt obligations
during the next 12 months under its new capital structure. S&P
believes that the new terms will provide the company's management
with additional flexibility to improve its operating performance.
S&P is no longer maintaining surveillance on the company following
this review.
WORLD OF DISCOVERY: Has Access to Cash Collateral Until Sept. 1
---------------------------------------------------------------
The Hon. Colleen A. Brown of the U.S. Bankruptcy Court for the
District of Vermont has entered an order on third stipulated motion
authorizing World of Discovery, Inc.'s continued use of cash
collateral and authorizing adequate protection of interests of the
United States of America.
This court order will continue until the earlier of the termination
of this agreement on Sept. 1, 2017, or the confirmation of a plan
in this case, whichever occurs first.
As reported by the Troubled Company Reporter on May 18, 2017, the
Debtor asked the Court for approval of its Third Stipulated Motion
with the United States, on behalf of the Internal Revenue Service
for the Debtor's use of cash collateral and other assets securing
the federal tax liens for a limited period of time, up to and
including Sept. 1, 2017, saying that it needs to use cash
collateral to pay current operating expenses including payroll, in
order to continue its business operation.
In order to provide adequate protection for the secured claim of
the IRS:
a. is granted a continuing post-petition security interest in
all assets the Debtor owned at the time the Chapter 11 was
filed, or acquired subsequent to the filing of the Chapter
11 case to the same extent and priority as the liens held
at the commencement of the case; and
b. will be granted a rollover replacement lien, effective as
of the Filing Date, on all post-petition inventory,
accounts, equipment (including vehicles), cash, and cash
equivalents, contracts rights, general intangibles and all
other post-petition personal property of the Debtor,
including proceeds and products thereof the other same
extent and priority as existed as of the date of filing.
This lien will be limited to the assets which are acquired
from the petition-date through the term of this agreement.
This lien will be in addition to the liens that the IRS
had in the assets and property of the Debtor as of the
Petition date, which liens extend to and encumber the
proceeds and property of the Debtor in existence at the
time the bankruptcy petition was filed.
Starting on May 15, 2017, the Debtor will make minimum monthly
payments of $1,740.75 on the secured pre-petition tax debt.
Payments will be made on the 15th day of each month. The first
payment will be due on May 15, 2017, and payments will continue
each month thereafter until confirmation of the Debtor's Chapter 11
Plan. Adequate Protection Payments to the IRS will be made payable
to the U.S. Treasury and sent to the Internal Revenue Service, P.O.
Box 9502, Portsmouth, NH 03802, Attn: Gail Irving, and will be
received by 12:00 p.m. noon on the 15th of each month. Payments
will be applied by the IRS as the Service, in its sole discretion,
determines to be in its best interests.
In the event of any sale of the Debtor's businesses, to the extent
not previously paid, the Debtor agrees that the secured claim of
the U.S. will be paid from the proceeds of the sale, in accordance
with the priorities of its liens and security interests on the
assets sold.
The Debtor's authority to use cash collateral pursuant to the court
order will immediately terminate without further court order,
notice or hearing, upon the occurrence of any of these events:
a. the conversion of any of these Chapter 11 cases to one(s)
under Chapter 7 of the Code;
b. the appointment of any Chapter 11 Trustee;
c. the dismissal of the Debtor's bankruptcy case;
d. the cessation of the Debtor's normal business operations
or the sale of the Debtor's businesses;
e. the filing by the IRS of a proposed order for dismissal
with a declaration stating that the Debtor defaulted on
one or more terms of this agreement; and
f. the expiration of this Agreement without extension on
Sept. 1, 2017.
A copy of the court order is available at:
http://bankrupt.com/misc/vtb16-11293-84.pdf
About World of Discovery
World of Discovery, Inc., was established in 2007 when Kim Dyer
purchased a building located at Rte 131 in Weathersfield, Vermont,
after running a successful registered in home childcare in
Cavendish VT for four years.
World of Discovery sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Vt. Case No. 16-11293) on June 30, 2016.
The petition was signed by Kim Dyer, president. At the time of
the filing, the Debtor estimated assets and liabilities of less
than $1 million.
The Debtor is represented by Rebecca Rice, Esq., at Cohen & Rice.
YIELD10 BIOSCIENCE: Working Capital Raises Going Concern Doubt
--------------------------------------------------------------
Yield10 Bioscience, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $2.09 million on $324,000 of total revenue
for the three months ended March 31, 2017, compared with a net loss
of $6.50 million on $157,000 of total revenue for the same period
in 2016.
The Company's balance sheet at March 31, 2017, showed $8.49 million
in total assets, $3.93 million in total liabilities, and a
stockholders' equity of $4.56 million.
Currently, the Company requires cash to fund its working capital
needs, to purchase capital assets, to pay its operating lease
obligations and other operating costs. The primary sources of the
Company's liquidity have historically included equity financings,
government research grants and income earned on cash and short-term
investments.
Since inception, the Company has incurred significant expenses
related to its research, development and commercialization efforts.
With the exception of 2012, when the Company recognized $38,885 of
deferred revenue from a terminated joint venture, the Company has
recorded losses since its initial founding, including the three
months ended March 31, 2017. As of March 31, 2017, the Company had
an accumulated deficit of $335,449. The Company's total
unrestricted cash and cash equivalents as of March 31, 2017, were
$4,875 as compared to $7,309 at December 31, 2016. As of March 31,
2017, the Company had no outstanding debt.
The Company's ability to continue operations after its current cash
resources are exhausted depends on its ability to obtain additional
financing through, among other sources, public or private equity
financing, secured or unsecured debt financing, equity or debt
bridge financing, additional government research grants or
collaborative arrangements with third parties, as to which no
assurances can be given. The Company do not know whether
additional financing will be available on terms favorable or
acceptable to them when needed, if at all. If adequate additional
funds are not available when required, or if the Company is
unsuccessful in entering collaborative arrangements for further
research, it may be forced to curtail its research efforts, explore
strategic alternatives and/or wind down its operations and pursue
options for liquidating its remaining assets, including
intellectual property and equipment. Based on the Company's cash
forecast, it has determined that the Company's present capital
resources is not sufficient to fund the Company's planned
operations for a twelve month period, and therefore, raise
substantial doubt about its ability to continue as a going
concern.
A copy of the Form 10-Q is available at:
https://is.gd/tHnYjN
Yield10 Bioscience, Inc., is focused on developing new technologies
for producing step-change improvements in crop yield to enhance
global food security. Yield10 is leveraging an extensive track
record of innovation based around optimizing the flow of carbon
intermediates in living systems. By working on new approaches to
improve fundamental elements of plant photosynthetic efficiency and
optimizing carbon metabolism to direct more carbon to seed
production, Yield10 is advancing several yield traits it has
developed in crops such as Camelina, canola, soybean and corn.
Yield10 is based in Woburn, MA.
YONKERS RACING: Moody's Hikes CFR to B1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded Yonkers Racing Corporation's
(Yonkers) Corporate Family Rating to B1 from B2 and its Probability
of Default Rating to B1-PD from B2-PD. The company's B1-rated $260
million first lien term loan B due 2024 was affirmed. The rating
outlook is stable.
This rating action is in direct response to the closing of Yonkers'
$260 million first lien term loan B due 2024, proceeds of which
were used to refinance the company's previous bank facilities, and
completes the review for upgrade that was initiated on May 12,
2017.
"As a result of the refinancing, Yonkers' debt maturity profile has
been extended by about 5 years, and its overall cost of debt has
been lowered," stated Keith Foley, a Senior Vice President at
Moody's. "This, along with Yonkers's consistent improvement in both
revenue and earnings, little in the way of growth capital
expenditure requirements, and gradual debt reduction during the
past few years, have materially improved the company's overall
credit profile," added Foley.
Ratings upgraded:
Corporate Family Rating, to B1 from B2, on review for upgrade
Probability of Default Rating, to B1-PD from B2-PD, on review for
upgrade
Ratings affirmed:
$260 million first lien term loan B due 2024, at B1(LGD3)
Ratings withdrawn:
$245 million term loan due 2019 -- previously rated Ba3(LGD2)
$60 million term loan due 2020 -- previously rated Caa1(LGD4)
RATINGS RATIONALE
Yonkers' B1 Corporate Family Rating considers that there is no new
competition coming online in the foreseeable future in the
company's densely-populated, primary market area. Also supporting
the ratings is Moody's expectation that Yonkers' gaming revenue
will continue to be stable in the foreseeable future. Key concerns
include the company's relatively small size in terms of revenue and
single asset profile. Also factored into the rating are the
long-term structural challenges faced by Yonkers and other US
gaming companies. These challenges include an aging population and
changing consumer preferences, both of which are not necessarily
favorable for long-term gaming demand trends.
The stable rating outlook considers Moody's expectation that
Yonkers' debt/EBITDA will continue to drop. Debt/EBITDA has been
dropping steadily during the past two years, from slightly over 6.0
times to about 4.6 times, with Moody's expectation that leverage
improve to at/near 4.0 times over the next two years. Further
rating improvement is not possible at this time given the company's
small scale in terms of revenues along with its single asset
profile. Ratings could be downgraded if debt/EBITDA increases above
5.25 times.
Yonkers Racing Corporation owns and operates a gaming and
entertainment facility comprised of Empire City Casino, and Yonkers
Raceway, a harness race track featuring pari-mutuel wagering on
live and simulcast horse races. The facility, which is located in
Yonkers, New York, is owned and operated by the Rooney family of
Pittsburgh. Yonkers is a private company and does not disclose
detailed financial information to the public. Yonkers currently
generates annual net revenue of about $216 million.
The principal methodology used in these ratings was Global Gaming
Industry published in June 2014.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ALSWF US 93.1 (50.1) (33.4)
ABSOLUTE SOFTWRE OU1 GR 93.1 (50.1) (33.4)
ABSOLUTE SOFTWRE ABT CN 93.1 (50.1) (33.4)
ABSOLUTE SOFTWRE ABT2EUR EU 93.1 (50.1) (33.4)
ADVANCEPIERRE FO APFH US 1,279.8 (281.1) 218.4
ADVANCEPIERRE FO APFHEUR EU 1,279.8 (281.1) 218.4
ADVANCEPIERRE FO 1AC GR 1,279.8 (281.1) 218.4
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
APPIAN CORP APPN US 96.5 (11.8) 12.9
APPIAN CORP 910 GR 96.5 (11.8) 12.9
ASPEN TECHNOLOGY AZPN US 244.0 (249.5) (280.2)
ASPEN TECHNOLOGY AST GR 244.0 (249.5) (280.2)
ASPEN TECHNOLOGY AST TH 244.0 (249.5) (280.2)
ASPEN TECHNOLOGY AZPNEUR EU 244.0 (249.5) (280.2)
AUTOZONE INC AZO US 8,902.6 (1,827.4) (291.5)
AUTOZONE INC AZ5 TH 8,902.6 (1,827.4) (291.5)
AUTOZONE INC AZ5 GR 8,902.6 (1,827.4) (291.5)
AUTOZONE INC AZOEUR EU 8,902.6 (1,827.4) (291.5)
AUTOZONE INC AZ5 QT 8,902.6 (1,827.4) (291.5)
AVID TECHNOLOGY AVID US 250.4 (268.9) (81.7)
AVID TECHNOLOGY AVD GR 250.4 (268.9) (81.7)
AVON - BDR AVON34 BZ 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP US 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP TH 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP* MM 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP GR 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP CI 3,426.2 (358.2) 498.0
AVON PRODUCTS AVP1EUR EU 3,426.2 (358.2) 498.0
AXIM BIOTECHNOLO AXIM US 0.8 (2.9) (2.1)
BENEFITFOCUS INC BNFT US 172.0 (34.2) 18.2
BENEFITFOCUS INC BTF GR 172.0 (34.2) 18.2
BLUE BIRD CORP BLBD US 309.3 (82.2) 8.9
BOMBARDIER INC-B BBDBN MM 23,112.0 (3,555.0) 1,258.0
BOMBARDIER-B OLD BBDYB BB 23,112.0 (3,555.0) 1,258.0
BOMBARDIER-B W/I BBD/W CN 23,112.0 (3,555.0) 1,258.0
BONANZA CREEK EN BCEI US 1,135.2 (73.8) (160.1)
BONANZA CREEK EN B2CN GR 1,135.2 (73.8) (160.1)
BONANZA CREEK EN BCEI1EUR EU 1,135.2 (73.8) (160.1)
BRINKER INTL EAT US 1,403.1 (498.7) (289.1)
BRINKER INTL BKJ GR 1,403.1 (498.7) (289.1)
BRINKER INTL EAT2EUR EU 1,403.1 (498.7) (289.1)
BROOKFIELD REAL BRE CN 99.6 (33.1) 1.6
BUFFALO COAL COR BUC SJ 51.5 (21.4) (19.6)
BURLINGTON STORE BURL US 2,558.9 (40.9) (32.6)
BURLINGTON STORE BUI GR 2,558.9 (40.9) (32.6)
BURLINGTON STORE BURL* MM 2,558.9 (40.9) (32.6)
CADIZ INC CDZI US 62.0 (57.7) 7.1
CADIZ INC 2ZC GR 62.0 (57.7) 7.1
CAESARS ENTERTAI CZR US 14,812.0 (1,926.0) (3,266.0)
CAESARS ENTERTAI C08 GR 14,812.0 (1,926.0) (3,266.0)
CALIFORNIA RESOU CRC US 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU 1CLB GR 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU CRCEUR EU 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU 1CL TH 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU 1CLB QT 6,237.0 (447.0) (279.0)
CAMBIUM LEARNING ABCD US 124.3 (58.5) (69.7)
CAMPING WORLD-A CWH US 1,811.9 (2.9) 332.2
CAMPING WORLD-A C83 GR 1,811.9 (2.9) 332.2
CAMPING WORLD-A CWHEUR EU 1,811.9 (2.9) 332.2
CARDCONNECT CORP CCN US 168.8 (3.4) 21.3
CARDCONNECT CORP 55C GR 168.8 (3.4) 21.3
CARDCONNECT CORP CCNEUR EU 168.8 (3.4) 21.3
CASELLA WASTE WA3 GR 621.2 (23.2) 3.3
CASELLA WASTE CWST US 621.2 (23.2) 3.3
CEDAR FAIR LP FUN US 1,958.3 (47.6) (105.4)
CEDAR FAIR LP 7CF GR 1,958.3 (47.6) (105.4)
CHESAPEAKE ENERG CHK US 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CS1 GR 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CS1 TH 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CHK* MM 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CS1 QT 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CHKEUR EU 11,699.0 (1,203.0) (1,428.0)
CHOICE HOTELS CZH GR 904.1 (292.5) 68.8
CHOICE HOTELS CHH US 904.1 (292.5) 68.8
CINCINNATI BELL CBB US 1,474.0 (127.4) 9.3
CINCINNATI BELL CIB1 GR 1,474.0 (127.4) 9.3
CINCINNATI BELL CBBEUR EU 1,474.0 (127.4) 9.3
CLEAR CHANNEL-A C7C GR 5,386.4 (1,234.5) 339.9
CLEAR CHANNEL-A CCO US 5,386.4 (1,234.5) 339.9
CLIFFS NATURAL R CVA GR 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CVA TH 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CLF US 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CLF* MM 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CVA QT 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CLF2EUR EU 1,925.7 (703.0) 503.9
COGENT COMMUNICA CCOI US 732.7 (63.6) 248.6
COGENT COMMUNICA OGM1 GR 732.7 (63.6) 248.6
COLGATE-BDR COLG34 BZ 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CL US 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CPA GR 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CL SW 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CL* MM 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CLEUR EU 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CLCHF EU 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CL EU 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CPA TH 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CPA QT 12,448.0 (5.0) 787.0
COLGATE-PALMOLIV CLUSD SW 12,448.0 (5.0) 787.0
DELEK LOGISTICS D6L GR 413.6 (19.0) 8.6
DELEK LOGISTICS DKL US 413.6 (19.0) 8.6
DENNY'S CORP DE8 GR 308.2 (64.7) (45.5)
DENNY'S CORP DENN US 308.2 (64.7) (45.5)
DOMINO'S PIZZA EZV TH 742.5 (1,853.7) 159.2
DOMINO'S PIZZA EZV GR 742.5 (1,853.7) 159.2
DOMINO'S PIZZA DPZ US 742.5 (1,853.7) 159.2
DOMINO'S PIZZA EZV QT 742.5 (1,853.7) 159.2
DUN & BRADSTREET DB5 GR 2,279.3 (979.5) (139.6)
DUN & BRADSTREET DB5 TH 2,279.3 (979.5) (139.6)
DUN & BRADSTREET DNB US 2,279.3 (979.5) (139.6)
DUN & BRADSTREET DNB1EUR EU 2,279.3 (979.5) (139.6)
DUNKIN' BRANDS G 2DB GR 3,196.1 (119.0) 218.1
DUNKIN' BRANDS G DNKN US 3,196.1 (119.0) 218.1
DUNKIN' BRANDS G 2DB TH 3,196.1 (119.0) 218.1
DUNKIN' BRANDS G DNKNEUR EU 3,196.1 (119.0) 218.1
EIGHT DRAGONS CO EDRG US - (0.0) (0.0)
ERIN ENERGY CORP ERN SJ 287.4 (250.8) (277.5)
EVERI HOLDINGS I EVRI US 1,320.5 (109.6) 4.1
EVERI HOLDINGS I G2C TH 1,320.5 (109.6) 4.1
EVERI HOLDINGS I G2C GR 1,320.5 (109.6) 4.1
EVERI HOLDINGS I EVRIEUR EU 1,320.5 (109.6) 4.1
FAIRPOINT COMMUN FRP US 1,197.9 (74.0) 15.6
FAIRPOINT COMMUN FONN GR 1,197.9 (74.0) 15.6
FERRELLGAS-LP FEG GR 1,745.6 (696.5) (50.5)
FERRELLGAS-LP FGP US 1,745.6 (696.5) (50.5)
FIFTH STREET ASS FSAM US 191.2 (1.7) -
FIFTH STREET ASS 7FS TH 191.2 (1.7) -
GAMCO INVESTO-A GBL US 182.5 (148.1) -
GCP APPLIED TECH GCP US 1,077.7 (137.7) 259.3
GCP APPLIED TECH 43G GR 1,077.7 (137.7) 259.3
GCP APPLIED TECH GCPEUR EU 1,077.7 (137.7) 259.3
GMCI CORP GMCI US 0.1 (0.8) (0.8)
GNC HOLDINGS INC IGN GR 2,062.6 (69.2) 490.1
GNC HOLDINGS INC GNC US 2,062.6 (69.2) 490.1
GNC HOLDINGS INC IGN TH 2,062.6 (69.2) 490.1
GNC HOLDINGS INC GNC1EUR EU 2,062.6 (69.2) 490.1
GOGO INC GOGO US 1,270.1 (76.6) 348.7
GOGO INC G0G GR 1,270.1 (76.6) 348.7
GOLD RESERVE INC GRZ CN 47.1 (1.2) 34.4
GREEN PLAINS PAR GPP US 93.3 (63.1) 4.3
GREEN PLAINS PAR 8GP GR 93.3 (63.1) 4.3
H&R BLOCK INC HRB US 2,577.6 (800.8) 648.2
H&R BLOCK INC HRB GR 2,577.6 (800.8) 648.2
H&R BLOCK INC HRB TH 2,577.6 (800.8) 648.2
H&R BLOCK INC HRBEUR EU 2,577.6 (800.8) 648.2
HALOZYME THERAPE HALO US 226.8 (58.5) 160.6
HALOZYME THERAPE RV7 GR 226.8 (58.5) 160.6
HALOZYME THERAPE HALOEUR EU 226.8 (58.5) 160.6
HALOZYME THERAPE RV7 QT 226.8 (58.5) 160.6
HAMILTON LANE-A HLNE US 207.1 (103.6) -
HAMILTON LANE-A HLNEEUR EU 207.1 (103.6) -
HCA HEALTHCARE I 2BH GR 33,795.0 (5,357.0) 3,574.0
HCA HEALTHCARE I HCA US 33,795.0 (5,357.0) 3,574.0
HCA HEALTHCARE I 2BH TH 33,795.0 (5,357.0) 3,574.0
HCA HEALTHCARE I HCAEUR EU 33,795.0 (5,357.0) 3,574.0
HORTONWORKS INC HDP US 220.6 (15.5) (16.7)
HORTONWORKS INC 14K GR 220.6 (15.5) (16.7)
HORTONWORKS INC 14K QT 220.6 (15.5) (16.7)
HORTONWORKS INC HDPEUR EU 220.6 (15.5) (16.7)
HOVNANIAN-A-WI HOV-W US 2,133.6 (133.9) 1,392.3
HP COMPANY-BDR HPQB34 BZ 28,686.0 (3,955.0) (302.0)
HP INC HPQ* MM 28,686.0 (3,955.0) (302.0)
HP INC HPQ US 28,686.0 (3,955.0) (302.0)
HP INC 7HP TH 28,686.0 (3,955.0) (302.0)
HP INC 7HP GR 28,686.0 (3,955.0) (302.0)
HP INC HPQ TE 28,686.0 (3,955.0) (302.0)
HP INC HPQ CI 28,686.0 (3,955.0) (302.0)
HP INC HPQ SW 28,686.0 (3,955.0) (302.0)
HP INC HPQCHF EU 28,686.0 (3,955.0) (302.0)
HP INC HPQUSD EU 28,686.0 (3,955.0) (302.0)
HP INC HPQUSD SW 28,686.0 (3,955.0) (302.0)
HP INC HPQEUR EU 28,686.0 (3,955.0) (302.0)
IDEXX LABS IDXX US 1,572.1 (73.9) (57.5)
IDEXX LABS IX1 GR 1,572.1 (73.9) (57.5)
IDEXX LABS IX1 TH 1,572.1 (73.9) (57.5)
IDEXX LABS IX1 QT 1,572.1 (73.9) (57.5)
IDEXX LABS IDXX AV 1,572.1 (73.9) (57.5)
IMMUNOGEN INC IMU GR 163.3 (167.5) 101.8
IMMUNOGEN INC IMGN US 163.3 (167.5) 101.8
IMMUNOGEN INC IMU TH 163.3 (167.5) 101.8
IMMUNOGEN INC IMU QT 163.3 (167.5) 101.8
IMMUNOMEDICS INC IMMU US 52.7 (131.9) (36.5)
IMMUNOMEDICS INC IM3 GR 52.7 (131.9) (36.5)
IMMUNOMEDICS INC IM3 TH 52.7 (131.9) (36.5)
IMMUNOMEDICS INC IM3 QT 52.7 (131.9) (36.5)
INFOR ACQUISIT-A IAC/A CN 233.0 (5.5) 0.3
INFOR ACQUISITIO IAC-U CN 233.0 (5.5) 0.3
INNOVIVA INC INVA US 391.9 (334.2) 193.9
INNOVIVA INC HVE GR 391.9 (334.2) 193.9
INNOVIVA INC INVAEUR EU 391.9 (334.2) 193.9
JACK IN THE BOX JBX GR 1,230.9 (469.4) (126.4)
JACK IN THE BOX JACK US 1,230.9 (469.4) (126.4)
JACK IN THE BOX JACK1EUR EU 1,230.9 (469.4) (126.4)
JACK IN THE BOX JBX QT 1,230.9 (469.4) (126.4)
JUST ENERGY GROU JE US 1,238.0 (149.3) 109.1
JUST ENERGY GROU 1JE GR 1,238.0 (149.3) 109.1
JUST ENERGY GROU JE CN 1,238.0 (149.3) 109.1
KENNADY DIAMONDS KDI CN 4.5 (1.4) (3.7)
KERYX BIOPHARM KYX GR 127.7 (22.5) 97.2
KERYX BIOPHARM KERX US 127.7 (22.5) 97.2
KERYX BIOPHARM KYX TH 127.7 (22.5) 97.2
KERYX BIOPHARM KERXEUR EU 127.7 (22.5) 97.2
L BRANDS INC LTD GR 7,882.0 (835.0) 1,321.0
L BRANDS INC LTD TH 7,882.0 (835.0) 1,321.0
L BRANDS INC LB US 7,882.0 (835.0) 1,321.0
L BRANDS INC LBEUR EU 7,882.0 (835.0) 1,321.0
L BRANDS INC LB* MM 7,882.0 (835.0) 1,321.0
L BRANDS INC LTD QT 7,882.0 (835.0) 1,321.0
LAMB WESTON LW US 2,432.2 (650.9) 336.9
LAMB WESTON 0L5 GR 2,432.2 (650.9) 336.9
LAMB WESTON LW-WEUR EU 2,432.2 (650.9) 336.9
LAMB WESTON 0L5 TH 2,432.2 (650.9) 336.9
LANTHEUS HOLDING LNTH US 249.6 (101.2) 67.6
LANTHEUS HOLDING 0L8 GR 249.6 (101.2) 67.6
LENNOX INTL INC LXI GR 1,950.6 (1.0) 148.9
LENNOX INTL INC LII US 1,950.6 (1.0) 148.9
LENNOX INTL INC LII1EUR EU 1,950.6 (1.0) 148.9
MADISON-A/NEW-WI MSGN-W US 864.4 (987.0) 195.4
MANNKIND CORP MNKD IT 85.2 (198.7) (37.0)
MASCO CORP MAS US 5,139.0 (59.0) 1,534.0
MASCO CORP MSQ GR 5,139.0 (59.0) 1,534.0
MASCO CORP MSQ TH 5,139.0 (59.0) 1,534.0
MASCO CORP MAS* MM 5,139.0 (59.0) 1,534.0
MASCO CORP MAS1EUR EU 5,139.0 (59.0) 1,534.0
MCDONALDS - BDR MCDC34 BZ 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MDO TH 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD TE 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MDO GR 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD* MM 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD US 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD SW 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD CI 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MDO QT 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDCHF EU 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDUSD EU 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDUSD SW 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDEUR EU 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD AV 32,120.3 (2,030.8) 2,686.5
MCDONALDS-CEDEAR MCD AR 32,120.3 (2,030.8) 2,686.5
MDC COMM-W/I MDZ/W CN 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MDZ/A CN 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MDCA US 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MD7A GR 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MDCAEUR EU 1,626.7 (356.8) (280.0)
MDC PARTNERS-EXC MDZ/N CN 1,626.7 (356.8) (280.0)
MEAD JOHNSON MJN US 4,227.1 (392.8) 1,508.5
MEAD JOHNSON 0MJA TH 4,227.1 (392.8) 1,508.5
MEAD JOHNSON 0MJA GR 4,227.1 (392.8) 1,508.5
MEAD JOHNSON MJNEUR EU 4,227.1 (392.8) 1,508.5
MEDLEY MANAGE-A MDLY US 138.5 (14.5) 57.0
MERITOR INC AID1 GR 2,536.0 (125.0) 55.0
MERITOR INC MTOR US 2,536.0 (125.0) 55.0
MERITOR INC MTOREUR EU 2,536.0 (125.0) 55.0
MICHAELS COS INC MIK US 2,147.6 (1,698.4) 518.6
MICHAELS COS INC MIM GR 2,147.6 (1,698.4) 518.6
MIRAGEN THERAPEU MGEN US 57.8 48.0 49.7
MIRAGEN THERAPEU 1S1 GR 57.8 48.0 49.7
MIRAGEN THERAPEU SGNLEUR EU 57.8 48.0 49.7
MONEYGRAM INTERN MGI US 4,437.5 (199.3) (23.5)
MONEYGRAM INTERN 9M1N GR 4,437.5 (199.3) (23.5)
MONEYGRAM INTERN 9M1N TH 4,437.5 (199.3) (23.5)
MONEYGRAM INTERN MGIEUR EU 4,437.5 (199.3) (23.5)
MOODY'S CORP DUT GR 5,435.9 (724.2) 2,061.7
MOODY'S CORP MCO US 5,435.9 (724.2) 2,061.7
MOODY'S CORP DUT TH 5,435.9 (724.2) 2,061.7
MOODY'S CORP MCOEUR EU 5,435.9 (724.2) 2,061.7
MOODY'S CORP DUT QT 5,435.9 (724.2) 2,061.7
MOTOROLA SOLUTIO MTLA GR 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MTLA TH 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MSI US 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MOT TE 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MSI1EUR EU 8,140.0 (1,037.0) 688.0
MSG NETWORKS- A MSGN US 864.4 (987.0) 195.4
MSG NETWORKS- A 1M4 GR 864.4 (987.0) 195.4
MSG NETWORKS- A 1M4 TH 864.4 (987.0) 195.4
MSG NETWORKS- A MSGNEUR EU 864.4 (987.0) 195.4
NANOSTRING TECHN NSTG US 106.5 (3.1) 59.9
NANOSTRING TECHN 0F1 GR 106.5 (3.1) 59.9
NANOSTRING TECHN NSTGEUR EU 106.5 (3.1) 59.9
NATHANS FAMOUS NATH US 78.3 (67.3) 55.7
NATHANS FAMOUS NFA GR 78.3 (67.3) 55.7
NATIONAL CINEMED XWM GR 1,151.9 (54.1) 92.9
NATIONAL CINEMED NCMI US 1,151.9 (54.1) 92.9
NATIONAL CINEMED NCMIEUR EU 1,151.9 (54.1) 92.9
NAVISTAR INTL IHR GR 5,394.0 (5,329.0) 683.0
NAVISTAR INTL NAV US 5,394.0 (5,329.0) 683.0
NAVISTAR INTL IHR TH 5,394.0 (5,329.0) 683.0
NEFF CORP-CL A NEFF US 652.7 (124.7) 1.3
NEFF CORP-CL A NFO GR 652.7 (124.7) 1.3
NEW ENG RLTY-LP NEN US 190.0 (33.5) -
NYMOX PHARMACEUT NYMX US 1.7 (1.2) (0.2)
NYMOX PHARMACEUT NYM GR 1.7 (1.2) (0.2)
OKTA INC OKTA US 130.6 (15.7) (42.8)
OKTA INC 0OK QT 130.6 (15.7) (42.8)
OKTA INC 0OK GR 130.6 (15.7) (42.8)
OKTA INC OKTAEUR EU 130.6 (15.7) (42.8)
OMEROS CORP 3O8 GR 58.4 (48.1) 34.4
OMEROS CORP OMER US 58.4 (48.1) 34.4
OMEROS CORP 3O8 TH 58.4 (48.1) 34.4
OMEROS CORP OMEREUR EU 58.4 (48.1) 34.4
PENN NATL GAMING PN1 GR 4,947.0 (540.7) (50.0)
PENN NATL GAMING PENN US 4,947.0 (540.7) (50.0)
PHILIP MORRIS IN PM1EUR EU 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PMI SW 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PM1 TE 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN 4I1 TH 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PM1CHF EU 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN 4I1 GR 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PM US 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PM FP 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PMI1 IX 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN PMI EB 36,627.0 (10,557.0) 3,529.0
PHILIP MORRIS IN 4I1 QT 36,627.0 (10,557.0) 3,529.0
PINNACLE ENTERTA PNK US 4,003.8 (351.8) (82.3)
PINNACLE ENTERTA 65P GR 4,003.8 (351.8) (82.3)
PITNEY BOWES INC PBW GR 5,747.2 (46.3) (215.3)
PITNEY BOWES INC PBI US 5,747.2 (46.3) (215.3)
PITNEY BOWES INC PBW TH 5,747.2 (46.3) (215.3)
PITNEY BOWES INC PBIEUR EU 5,747.2 (46.3) (215.3)
PLANET FITNESS-A PLNT US 1,156.4 (188.0) 28.1
PLANET FITNESS-A 3PL TH 1,156.4 (188.0) 28.1
PLANET FITNESS-A 3PL GR 1,156.4 (188.0) 28.1
PLANET FITNESS-A 3PL QT 1,156.4 (188.0) 28.1
PLANET FITNESS-A PLNT1EUR EU 1,156.4 (188.0) 28.1
PROS HOLDINGS IN PH2 GR 210.7 (19.9) 63.0
PROS HOLDINGS IN PRO US 210.7 (19.9) 63.0
QUANTUM CORP QNT2 GR 225.0 (116.0) (42.0)
QUANTUM CORP QNT1 TH 225.0 (116.0) (42.0)
QUANTUM CORP QTM US 225.0 (116.0) (42.0)
QUANTUM CORP QTM1EUR EU 225.0 (116.0) (42.0)
REATA PHARMACE-A RETA US 88.2 (220.3) 34.5
REATA PHARMACE-A 2R3 GR 88.2 (220.3) 34.5
REATA PHARMACE-A RETAEUR EU 88.2 (220.3) 34.5
REGAL ENTERTAI-A RGC US 2,686.1 (826.1) (7.6)
REGAL ENTERTAI-A RETA GR 2,686.1 (826.1) (7.6)
REGAL ENTERTAI-A RGC* MM 2,686.1 (826.1) (7.6)
RESOLUTE ENERGY R21 GR 489.6 (75.9) (69.6)
RESOLUTE ENERGY REN US 489.6 (75.9) (69.6)
RESOLUTE ENERGY RENEUR EU 489.6 (75.9) (69.6)
REVLON INC-A REV US 2,999.0 (642.0) 343.1
REVLON INC-A RVL1 GR 2,999.0 (642.0) 343.1
REVLON INC-A RVL1 TH 2,999.0 (642.0) 343.1
REVLON INC-A REVEUR EU 2,999.0 (642.0) 343.1
ROSETTA STONE IN RST US 185.9 (1.0) (58.1)
ROSETTA STONE IN RS8 GR 185.9 (1.0) (58.1)
ROSETTA STONE IN RST1EUR EU 185.9 (1.0) (58.1)
RR DONNELLEY & S DLLN GR 3,907.3 (174.1) 725.7
RR DONNELLEY & S RRD US 3,907.3 (174.1) 725.7
RR DONNELLEY & S DLLN TH 3,907.3 (174.1) 725.7
RR DONNELLEY & S RRDEUR EU 3,907.3 (174.1) 725.7
RYERSON HOLDING RYI US 1,738.9 (32.7) 676.2
RYERSON HOLDING 7RY GR 1,738.9 (32.7) 676.2
RYERSON HOLDING 7RY TH 1,738.9 (32.7) 676.2
SALLY BEAUTY HOL SBH US 2,070.8 (320.6) 657.6
SALLY BEAUTY HOL S7V GR 2,070.8 (320.6) 657.6
SANCHEZ ENERGY C SN US 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C SN* MM 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C 13S GR 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C 13S TH 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C SNEUR EU 2,078.6 (77.6) 29.0
SBA COMM CORP 4SB GR 7,297.4 (1,916.5) 72.7
SBA COMM CORP SBAC US 7,297.4 (1,916.5) 72.7
SBA COMM CORP SBJ TH 7,297.4 (1,916.5) 72.7
SBA COMM CORP SBACEUR EU 7,297.4 (1,916.5) 72.7
SCIENTIFIC GAM-A TJW GR 7,073.2 (1,995.2) 434.7
SCIENTIFIC GAM-A SGMS US 7,073.2 (1,995.2) 434.7
SEARS HOLDINGS SEE GR 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SEE TH 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SHLD US 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SEE QT 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SHLDEUR EU 9,071.0 (3,527.0) 127.0
SIGA TECH INC SIGA US 160.8 (296.1) 52.6
SILVER SPRING NE SSNI US 449.6 (42.7) 0.7
SILVER SPRING NE 9SI GR 449.6 (42.7) 0.7
SILVER SPRING NE 9SI TH 449.6 (42.7) 0.7
SILVER SPRING NE SSNIEUR EU 449.6 (42.7) 0.7
SIRIUS XM CANADA XSR CN 307.0 (127.9) (152.0)
SIRIUS XM CANADA SIICF US 307.0 (127.9) (152.0)
SIRIUS XM HOLDIN SIRI US 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN RDO TH 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN RDO GR 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN RDO QT 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN SIRIEUR EU 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN SIRI AV 7,931.8 (921.1) (1,901.0)
SONIC CORP SONC US 571.7 (157.7) 38.2
SONIC CORP SO4 GR 571.7 (157.7) 38.2
SONIC CORP SONCEUR EU 571.7 (157.7) 38.2
SOURCE ENERGY SE SHLE CN 236.6 (62.2) 18.2
SOURCE ENERGY SE S4O GR 236.6 (62.2) 18.2
SOURCE ENERGY SE SHLEEUR EU 236.6 (62.2) 18.2
STRAIGHT PATH-B STRP US 9.9 (14.2) (7.4)
STRAIGHT PATH-B 5I0 GR 9.9 (14.2) (7.4)
SYNTEL INC SYNT US 443.6 (136.2) 134.5
SYNTEL INC SYE GR 443.6 (136.2) 134.5
SYNTEL INC SYE TH 443.6 (136.2) 134.5
SYNTEL INC SYNT1EUR EU 443.6 (136.2) 134.5
TAILORED BRANDS TLRD US 2,097.9 (107.6) 705.8
TAILORED BRANDS WRMA GR 2,097.9 (107.6) 705.8
TAILORED BRANDS TLRD* MM 2,097.9 (107.6) 705.8
TAUBMAN CENTERS TU8 GR 4,044.9 (75.4) -
TAUBMAN CENTERS TCO US 4,044.9 (75.4) -
TEMPUR SEALY INT TPD GR 2,680.3 (11.3) 90.1
TEMPUR SEALY INT TPX US 2,680.3 (11.3) 90.1
TOCAGEN INC TOCA US 34.3 (1.5) 14.0
TOCAGEN INC 37T GR 34.3 (1.5) 14.0
TOCAGEN INC TOCAEUR EU 34.3 (1.5) 14.0
TRANSDIGM GROUP T7D GR 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDG US 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDG SW 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDGCHF EU 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP T7D QT 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDGEUR EU 10,187.3 (2,038.8) 1,587.8
UBI BLOCKCHAIN I UBIA US 0.0 (0.4) (0.4)
ULTRA PETROLEUM UPL US 1,699.0 (3,016.7) 331.2
ULTRA PETROLEUM UPL1EUR EU 1,699.0 (3,016.7) 331.2
UNISYS CORP UISCHF EU 1,962.3 (1,626.7) 19.3
UNISYS CORP UISEUR EU 1,962.3 (1,626.7) 19.3
UNISYS CORP UIS US 1,962.3 (1,626.7) 19.3
UNISYS CORP UIS1 SW 1,962.3 (1,626.7) 19.3
UNISYS CORP USY1 TH 1,962.3 (1,626.7) 19.3
UNISYS CORP USY1 GR 1,962.3 (1,626.7) 19.3
UNITI GROUP INC UNIT US 3,280.7 (1,426.9) -
UNITI GROUP INC 8XC GR 3,280.7 (1,426.9) -
VALVOLINE INC VVV US 1,907.0 (218.0) 261.0
VALVOLINE INC 0V4 GR 1,907.0 (218.0) 261.0
VALVOLINE INC 0V4 TH 1,907.0 (218.0) 261.0
VALVOLINE INC VVVEUR EU 1,907.0 (218.0) 261.0
VECTOR GROUP LTD VGR GR 1,387.1 (264.3) 469.4
VECTOR GROUP LTD VGR US 1,387.1 (264.3) 469.4
VECTOR GROUP LTD VGR QT 1,387.1 (264.3) 469.4
VERISIGN INC VRS TH 2,315.5 (1,187.7) 317.8
VERISIGN INC VRS GR 2,315.5 (1,187.7) 317.8
VERISIGN INC VRSN US 2,315.5 (1,187.7) 317.8
VERISIGN INC VRSNEUR EU 2,315.5 (1,187.7) 317.8
VERSUM MATER VSM US 1,120.0 (61.7) 388.9
VERSUM MATER 2V1 GR 1,120.0 (61.7) 388.9
VERSUM MATER VSMEUR EU 1,120.0 (61.7) 388.9
VERSUM MATER 2V1 TH 1,120.0 (61.7) 388.9
VIEWRAY INC VRAY US 90.8 (27.0) 34.6
VIEWRAY INC 6L9 GR 90.8 (27.0) 34.6
VIEWRAY INC VRAYEUR EU 90.8 (27.0) 34.6
WEIGHT WATCHERS WTW US 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WW6 GR 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WW6 TH 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WTWEUR EU 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WW6 QT 1,301.0 (1,185.2) (33.3)
WELBILT INC WBT US 1,837.1 (26.3) 94.8
WELBILT INC 6M6 GR 1,837.1 (26.3) 94.8
WELBILT INC MFS1EUR EU 1,837.1 (26.3) 94.8
WEST CORP WSTC US 3,456.0 (390.6) 243.4
WEST CORP WT2 GR 3,456.0 (390.6) 243.4
WIDEOPENWEST INC WOW US 2,661.6 (645.2) (33.7)
WIDEOPENWEST INC WU5 GR 2,661.6 (645.2) (33.7)
WINGSTOP INC WING US 113.2 (67.3) (3.5)
WINGSTOP INC EWG GR 113.2 (67.3) (3.5)
WINMARK CORP WINA US 47.4 (2.3) 12.4
WINMARK CORP GBZ GR 47.4 (2.3) 12.4
WORKIVA INC WK US 139.8 (5.0) (2.5)
WORKIVA INC 0WKA GR 139.8 (5.0) (2.5)
YRC WORLDWIDE IN YRCW US 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YEL1 GR 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YEL1 TH 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YEL1 QT 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YRCWEUR EU 1,727.9 (438.0) 243.7
YUM! BRANDS INC YUM US 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC TGR GR 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC TGR TH 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMEUR EU 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC TGR QT 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMCHF EU 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUM SW 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMUSD SW 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMUSD EU 5,151.0 (5,812.0) (281.0)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***