/raid1/www/Hosts/bankrupt/TCR_Public/171010.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, October 10, 2017, Vol. 21, No. 282
Headlines
186-14 WILLIAMSON: Oct. 18 Hearing on 1st Amended Plan Disclosures
A&B LODGING: Wants Authority to Use TSB Cash Collateral
ACER THERAPEUTICS: Appoints New Chief Medical Officer
ACTIVECARE INC: Incurs $4.88 Million Net Loss in Second Quarter
AEMETIS INC: Falls Short of Nasdaq's $1 Bid Price Requirement
ALDRIDGE NURSERY: Taps Langley & Banack as Legal Counsel
ALERE INC: Moody's Withdraws Caa1 Notes Rating on Debt Redemption
ARMSTRONG ENERGY: Cancels Registration of 11.75% Senior Notes
ATLANTIC POWER: S&P Affirms 'B+' CCR on Announced Term Loan
BAERG REAL PROPERTY: Not Harmed by Garland Breach of Escrow Deal
BAILEY'S EXPRESS: Files Chapter 11 Liquidation Plan
BEST COMPANION: Wants Authorization to Use Cash Collateral
BIOSTAGE INC: Delisted from NASDAQ and Will Move to OTCQB
BIOSTAR PHARMACEUTICALS: Incurs $1.01-Mil. Net Loss in 1st Quarter
BISON GLOBAL: Taps Barron & Newburger as Legal Counsel
BRINK'S COMPANY: Bond Deal Upsize No Impact Moody's Ba1 CFR
BRINK'S COMPANY: Fitch Lowers Sr. Unsecured Notes Rating to BB+
BUTLER, PA: S&P Lowers GO Bond Rating to 'BB+' on Weak Liquidity
CAESARS ENTERTAINMENT: Completes Merger with CAC, Exits Bankruptcy
CAESARS ENTERTAINMENT: Unveils New Board Following Restructuring
CAESARS ENTERTAINMENT: VICI Properties Completes CEOC Spin-Off
CALEXICO, CA: S&P Lowers 2014 Lease Revenue Bond Rating to 'BB+'
CAMBER ENERGY: No Longer Holds Any Rights CATI's Previous Assets
CAMBER ENERGY: Signs $16M Investment Transaction With Investor
CARRINGTON FARMS: Wants to Continue Using GB Cash Collateral
CASHMAN EQUIPMENT: Exclusivity Period for James Cashman Extended
CHINA FISHERY: PARD Unsecureds to Recoup 25% in Proposed Plan
CONAGRA BRANDS: Fitch Hikes Subordinated Notes Rating From BB+
CST INDUSTRIES: Wants Exclusive Plan Filing Extended to Feb. 5
CUMULUS MEDIA: Will Appeal Nasdaq's Delisting Determination
DEX SERVICES: Wants Approval to Use of Cash Collateral
DEXTERA SURGICAL: Expects $568,000 Third Quarter Revenue
DEXTERA SURGICAL: Holders Convert Pref. Shares Into Common Shares
EASTGATE COMMERCE: Taps Goering & Goering as Legal Counsel
EMEDICAL STRATEGIES: Disclosures OK'd; Plan Hearing on Oct. 30
EMMAUS LIFE: Terminates Letter of Intent With Generex
EW SCRIPPS: Moody's Lowers CFR to Ba3 Amid Katz Acquisition
EXCO RESOURCES: Lenders Waive Potential Events of Default
EXCO RESOURCES: Stephen Toy Quits as Director
FIFTH THIRD: Fitch Lowers Preferred Stock Rating to BB
FIRST BANCORP: Fitch Puts B- LT IDR on Rating Watch Negative
FREEDOM HOLDING: May Issue 5 Million Shares Under 2018 Plan
FREESTONE RESOURCES: Incurs $1.38 Million Net Loss in Fiscal 2017
GAGAN OIL: Chapter 11 Trustee Taps Bederson as Accountant
GELTECH SOLUTIONS: Issued 428K Common Shares to Chairman
GENON ENERGY: Revises Exit Plan, May Cancel Rights Offering
GREAT FALLS DIOCESE: Panel Taps Berkeley Research as Accountant
GREEN TERRACE: Files Supplement to Motion Seeking Ch. 11 Trustee
GREENCROFT OBLIGATED: Fitch Affirms BB+ Rating on 2013A Bonds
GREENHILL & CO: Moody's Keeps Ba2 CFR Following Term Loan Upsize
GULFPORT ENERGY: Moody's Rates New $450MM Unsecured Notes B2
GULFPORT ENERGY: S&P Rates New $450MM Senior Unsecured Notes 'B+'
GV HOSPITAL: Seeks to Hire Kaufman Hall as Sales Agent
HARBORSIDE ASSOCIATES: Taps Proto Group as Real Estate Broker
HELIOS AND MATHESON: Issues 350,516 Stock Warrants to Agent
HOUSTON AMERICAN: May Issue 5 Million Shares Under 2017 Stock Plan
IMH FINANCIAL: Expands Luxury Hotel Portfolio in Sonoma
IRONGATE ENERGY: Moody's Withdraws C Corporate Family Rating
J&M FOOD SERVICES: Court Denies Bid to Assume Camel Lease
JAMES WILSON: Plan Confirmation Hearing on Oct. 26
JONESBORO HOSPITALITY: Has Final Approval to Use Cash Collateral
KENTUCKY ASSOCIATES: Hearing on Plan Outline Set for Oct. 19
KY LUBE: Taps Associates in Accounting as Accountant
LAKEWOOD AT GEORGIA: Cash Collateral Use Extended Until Dec. 4
LARKIN EXCAVATING: Taps Chapin Law Firm as Accountant
LMM SPORTS: Full Payment for Unsecureds Over 5 Years Under Plan
MARINA BIOTECH: Five Proposals Passed at 2017 Annual Meeting
MD2U MANAGEMENT: Taps Stoneridge Partners as Broker
NAVICURE INC: Moody's Assigns B3 CFR & Rates 1st Lien Loans B2
NAVIENT CORPORATION: Earnest Deal No Impact on Fitch BB IDR
NEONODE INC: All Four Proposals Approved at Annual Meeting
NEOPS HOLDINGS: No Payment for Unsecureds Under Restructuring Plan
NEW HOPE: Moody's Lowers 2015A Revenue Bonds Rating to Ba1
NRG ENERGY: Moody's Affirms Ba3 CFR & Revises Outlook to Positive
NUVERRA ENVIRONMENTAL: Will Trade on NYSE American Starting Oct 12
OMEROS CORP: Settles Infringement Suit with Par Pharmaceutical
ONCOBIOLOGICS INC: Receives Noncompliance Notice From Nasdaq
PARETEUM CORP: Prices Public Offering of up to 1.49M Common Shares
PERFUMANIA HOLDINGS: Court Approves Chapter 11 Plan
POST EAST: Plan Confirmation Hearing Moved to Oct. 30
PRESCOTT VALLEY: Gets Approval to Hire Globic as Tender Agent
PRESCOTT VALLEY: May Hire U.S. Bank over Issuance of New Bonds
PUBLICK HOUSE: Plan Outline Okayed, Plan Hearing on Oct. 31
PUERTO RICAN PARADE: $330 Monthly for 60 Months for Unsecureds
PUMAS CAB: Taps Alla Kachan as Legal Counsel
RICHARD D. VAN LUNEN: Unsecureds to Recover 28% Under Proposed Plan
RJR TOWING: Has Until Nov. 26 to Exclusively File Plan
RLE INDUSTRIES: Has Final Approval to Use Cash Collateral
ROCK ELITE: Court Denies Request for More Time to File Plan
SAAD INC: Has Approval to Use Cash Collateral Until Oct. 19
SCIENTIFIC GAMES: Had $1.3M Outstanding Series B Note as of May 19
SEARS CANADA: Deadline for Approval of Liquidation Oct. 13
SEARS CANADA: Sale of Three Business Units Approved
SEARS CANADA: Says Stranzl Offer Uncertain, Gives Low Recoveries
SEARS CANADA: Wins Approval of 12 Real Estate Transactions
SEARS HOLDINGS: ESL Partners Has 56.6% Equity Stake as of Oct. 5
SPI ENERGY: Appoints Lu Qing as Director
SQUARE ONE: Wants Exclusive Plan Filing Deadline Moved to Nov. 7
STAGEARTZ LIMITED: Unsecureds to Get 100% in 60 Monthly Payments
STEAK N SHAKE: Moody's Lowers CFR to B3; Outlook Stable
STEFANOVOUNO LLC: Seeks to Hire Brandee Wilson as Bookkeeper
SWITCH LTD: Initial IPO No Impact on Moody's B1 CFR
TIFARO GROUP: Net Sale Proceeds, Net Collections to Fund Plan
TONGJI HEALTHCARE: Incurs $163K Net Loss in First Quarter
TRANSOCEAN INC: Fitch Rates Unsecured Guaranteed Notes Due 2026 BB
TULARE LOCAL: Fitch Lowers IDR to D After Bankruptcy
TULARE LOCAL: Moody's Cuts GO Rating to Ba3; Outlook Remains Neg.
UNCAS LLC: Plan Confirmation Hearing Moved to Oct. 30
UNI-PIXEL INC: Common Stock Delisted from Nasdaq
UNITED BANCSHARES: Issues 500 Preferred Shares to Bryn Mawr
US VIRGIN ISLANDS PFA: S&P Withdraws CCC+ CCR on Lack of Info
US VIRGIN ISLANDS: Moody's Puts Caa1 Lien Bond Ratings on Review
VANGUARD HEALTHCARE: Crestview Files Chapter 11 Liquidating Plan
VANGUARD HEALTHCARE: Memphis Files Chapter 11 Liquidating Plan
VANGUARD HEALTHCARE: Oct. 31 Plan Outline Hearing
VANTAGE SPECIALTY: Moody's Lowers Corporate Family Rating to B3
VELLANO CORP: Contact Info of Committee Member Changed
VERDUGO ENTERPRISES: Creditors Seek Ch. 11 Trustee Appointment
WAYNE T. HEATH: Taps Roussos Glanzer as Legal Counsel
Z ENTERPRISES: Seeks Authorization to Use JBC Cash Collateral
ZONE 5 INC: Allowed to Use Berkshire Cash Collateral Until Oct. 11
[^] Large Companies with Insolvent Balance Sheet
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186-14 WILLIAMSON: Oct. 18 Hearing on 1st Amended Plan Disclosures
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The U.S. Bankruptcy Court for the Eastern District of New York will
convene a hearing on Oct. 18, 2017, at 11:00 a.m. to consider
approval of the first amended disclosure statement filed by 186-14
Williamson Ave. Corp.
Oct. 15, 2017, is the last day for filing and serving written
objections to the disclosure statement.
The Class 2 Claim includes a claim by the New York City Department
of Finance in the sum of $21,401.41 and New York State Department
of Taxation in the amount of $30,486.91. The Class 2 Claim also has
a claim by the Internal Revenue Service in the sum of $420.24.
These claims will be paid in full with interest throughout the life
of the Plan.
The New York State Department of Taxation was not included as a
Class 2 claimant in the original version of the plan.
The Troubled Company Reporter previously reported that the Plan
offers General Unsecured Creditors the opportunity to obtain a cash
distribution of approximately 100% on account of their allowed
claims. The holders of Allowed Class 3 Unsecured Claims will
receive no less than 100% of claims.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/nyeb1-17-40503-48.pdf
About 186-14 Williamson Ave.
186-14 Williamson Ave., Corp., is a single asset real estate
company. The mortgage was paid for several years until the
property became run down and the Debtor lost its tenants. At this
time, the premise is vacant and boarded up and is expected to be
rehabilitated.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 17-70603) on Feb. 2, 2017.
Alan C. Stein, Esq., at the Law Office of Alan C. Stein, P.C.,
serves as the Debtor's attorney.
On Feb. 3, 2017, the Debtor re-filed its petition (Bankr. E.D.N.Y.
Case No. 17-40503). The petition was signed by Robin Eshaghpour,
president. A copy of the petition is available for free at
https://is.gd/dzfpHH
The case is assigned to Judge Nancy Hershey Lord.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $50,000.
No official committee of unsecured creditors was appointed by the
Office of the U.S. Trustee.
A&B LODGING: Wants Authority to Use TSB Cash Collateral
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A&B Lodging Three, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Tennessee for authority to use the cash
collateral in which Tennessee State Bank may assert an interest,
for the purpose of paying the ongoing expenses of operating its
business and to pay administrative expenses.
The Debtor is indebted to Tennessee State Bank in the approximate
amount of $1,940,806. Pursuant to a Deed of Trust, the Debtor
granted Tennessee State Bank a lien on the income, rents, leases
and profits of the motel located at 531 Patriot Drive, Dandridge,
TN 37725. Therefore, the Debtor believes that Tennessee State Bank
has an interest in the cash collateral.
The Debtor claims that the tax appraisal of the motel property is
$2,074,100, and the personal property located in the motel has a
separate value of approximately $150,000. Based only on these tax
appraisals, the collateral securing Tennessee State Bank's debt has
a value of $2,224,100 while the total indebtedness owed to
Tennessee State Bank is $1,980,806.
Therefore, the Debtor asserts that there exists sufficient equity
in the collateral to protect the interest of Tennessee State Bank.
A full-text copy of the Debtor's Motion, dated October 3, 2017, is
available at https://is.gd/xp2MGo
Tennessee State Bank can be reached at:
2210 Parkway
Pigeon Forge, TN 37868-1260
About A&B Lodging Three
A&B Lodging Three, LLC owns in fee simple interest a motel & living
quarters located in Dandridge, Tennessee, valued by the Company at
$2.07 million. It generated gross revenue of $467,673 in 2016 and
gross revenue of $468,968 in 2015.
A&B Lodging Three filed a Chapter 11 petition (Bankr. E.D. Tenn.
Case No. 17-32968) on Sept. 27, 2017. The petition was signed by
Ajay Khatri, member. The case is assigned to Judge Suzanne H.
Bauknight. The Debtor is represented by Barry W. Eubanks, Esq. at
Eubanks Law Firm, PC. At the time of filing, the Debtor had total
assets of $2.27 million and a total of $1.98 million in
liabilities.
ACER THERAPEUTICS: Appoints New Chief Medical Officer
-----------------------------------------------------
Acer Therapeutics Inc. has appointed William T. Andrews, M.D., FACP
as chief medical officer of the Company to succeed Robert D.
Steiner, M.D. in that position.
"We are pleased to welcome Dr. Andrews to the executive management
team, as we continue to successfully and rapidly advance our lead
product candidate, EDSIVO, a potential life-saving therapy for
patients with vEDS," said Chris Schelling, CEO and Founder of Acer.
"Dr. Andrews brings tremendous experience to this role and will be
instrumental in preparing our NDA submission of EDSIVO, which we
expect to accomplish in the first half of 2018, and we look forward
to his guidance in the medical marketplace as we plan for our next
steps. We thank Dr. Steiner for his significant contributions to
Acer during a critical time in the Company’s growth."
Dr. Andrews joins Acer Therapeutics as chief medical officer after
having worked in the biotech/pharmaceutical industry for 17 years
in both Clinical Development and Medical Affairs in multiple
therapeutic areas, with a focus and extensive experience in rare
diseases. Dr. Andrews has significant medical marketplace and
product launch experience, having served as the medical lead for
six product launches, including Xopenex HFA, Brovana, Alvesco,
Omnaris, Catena, and Juxtapid. Most recently, he provided
strategic consulting services to rare disease companies in Clinical
Development, Medical Affairs, Go-To-Market/Launch planning, and
Business Development/Corporate Strategy. Previously, Dr. Andrews
held senior leadership positions and positions of increasing
responsibility at Aegerion Pharmaceuticals, Santhera
Pharmaceuticals, Sepracor, and ClinQuest. He received his
undergraduate degree in Biology from Harvard University and his
M.D. degree from Yale University School of Medicine. Dr. Andrews
practiced medicine for 7 years full-time and 11 years part-time in
the Boston area as a board-certified Internist and an Attending
Physician at Brigham and Women's Hospital, and was on the Clinical
Faculty at Harvard Medical School.
About Acer Therapeutics
Headquartered in Cambridge, MA, Acer Therapeutics --
http://www.acertx.com/-- acquires, develops and intends to
commercialize therapies for patients with serious rare and
ultra-rare diseases with critical unmet medical need. Acer's
late-stage clinical pipeline includes two candidates for severe
genetic disorders for which there are few or no FDA-approved
treatments: EDSIVO (celiprolol) for vEDS, and ACER-001 (a fully
taste-masked, immediate release formulation of sodium
phenylbutyrate) for urea cycle disorders (UCD) and Maple Syrup
Urine Disease (MSUD). There are no FDA-approved drugs for vEDS and
MSUD and limited options for UCD, which collectively impact more
than 4,000 patients in the United States. Acer's products have
clinical proof-of-concept and mechanistic differentiation, and Acer
intends to seek approval for them in the United States by using the
regulatory pathway established under Section 505(b)(2) of the
Federal Food, Drug, and Cosmetic Act, or FFDCA, that allows an
applicant to rely for approval at least in part on third-party
data, which is expected to expedite the preparation, submission,
and approval of a marketing application.
On Sept. 19, 2017, Acer Therapeutics Inc. completed the merger with
Opexa Therapeutics, Inc., under which the stockholders of Acer
(including investors in a financing that closed concurrently with
the merger) become holders of 88.8% of combined company's
outstanding common stock, with Opexa shareholders retaining 11.2%.
Opexa incurred a net loss of $7.98 million for the year ended Dec.
31, 2016, compared to a net loss of $12.01 million for the year
ended Dec. 31, 2015. As of June 30, 2017, Opexa had $1.98 million
in total assets, $368,547 in total liabilities and $1.61 million in
total stockholders' equity.
Malonebailey, LLP -- http://www.malonebailey.com/-- in Houston,
Texas, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, citing that
the Company has incurred recurring losses, negative operating cash
flows and an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.
ACTIVECARE INC: Incurs $4.88 Million Net Loss in Second Quarter
---------------------------------------------------------------
ActiveCare, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q reporting a net loss attributable
to common stockholders of $4.88 million on $1.85 million of total
revenues for the three months ended March 31, 2017, compared to a
net loss attributable to common stockholders of $15.50 million on
$1.59 million of total revenues for the three months ended March
31, 2016.
For the six months ended March 31, 2017, the Company reported a net
loss attributable to common stockholders of $9.27 million on $3.71
million of total revenues compared to a net loss attributable to
common stockholders of $18.22 million on $3.68 million of total
revenues for the same period during the prior year.
The Company's balance sheet at March 31, 2017, showed $2.81 million
in total assets, $31.55 million in total liabilities, and a total
stockholders' deficit of $28.74 million.
"Our primary sources of liquidity are the proceeds from the sale of
our equity securities and debt. We have not historically financed
operations from cash flows from operating activities. We
anticipate that we will continue to seek funding to supplement
revenues from the sale of our products and services through the
sale of equity and debt securities until we achieve positive cash
flows from operating activities," the Company said in the quarterly
report.
The Company's cash balance as of March 31, 2017, was $493,000. At
that time, the Company had a working capital deficit of $22.71
million, compared to a working capital deficit of $12.87 million as
of Sept. 30, 2016. The increase in working capital deficit is
primarily due to additions to accounts payable, accrued expenses,
notes payable, and derivatives liabilities related to the issuance
of notes payable and related warrants, offset, in part, by
additions to cash, accounts receivable, and inventory.
Operating activities for the six months ended March 31, 2017, used
cash of $478,000, compared to $2.244 million for the same period in
2016. The decrease in cash used in operating activities is
primarily due to the increase in accounts payable during the six
months ended March 31, 2017, compared to the same period in 2016,
offset, in part, by the increase in accounts receivable and
inventory during the six months ended March 31, 2017, compared to
the increase in accounts receivable and decrease in inventory for
the same period in 2016.
Investing activities for the six months ended March 31, 2017, used
cash of $3,000, compared to $4,000 for the same period in 2016.
The decrease in cash used in investing activities is primarily due
to decreased purchases of property and equipment during the six
months ended March 31, 2017, compared to the same period in 2016.
Financing activities for the six months ended March 31, 2017,
provided cash of $806,000, compared to $2.224 million for the same
period in 2016. The decrease in cash provided by financing
activities is primarily due to a net decrease in proceeds from the
issuance of notes payable and net increase in principal payments on
notes payable during the six months ended March 31, 2017, compared
to the same period in fiscal year 2016.
The Company had an accumulated deficit as of March 31, 2017, of
$117.5 million, compared to $108.2 million as of Sept. 30, 2016.
The Company's total stockholders' deficit as of March 31, 2017, was
$28.75 million compared to $20.11 million as of Sept. 30, 2016.
These changes were primarily due to the Company's net loss during
the six months ended March 31, 2017.
During April 2017, the Company received a letter from a significant
customer dated April 25, 2017 notifying the Company of the
termination its customer agreement effective July 1, 2017. This
customer represented 56% and 47% of revenues during the three and
six months ended March 31, 2017, respectively. If the Company is
not able to replace the revenues generated by this customer, of
which there can be no assurance, it will result in a material
reduction in revenues beginning in July 2017.
As of May 19, 2017, notes payable due to unrelated parties with
total principal amounts of $11.50 million, owing as of March 31,
2017, are past due, in default, and unpaid. In addition, notes
payable due to related parties with total principal amounts of
$3.875 million, as of March 31, 2017, are past due, in default and
unpaid. These defaults include obligations owed to Partners for
Growth, which are in excess of $2.875 million and which are secured
by substantially all assets of the Company.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/KNyScN
About ActiveCare
South West Valley City, Utah-based ActiveCare, Inc., develops and
markets products for monitoring the health of and providing
assistance to mobile and homebound seniors and the chronically ill.
ActiveCare is organized into three businesses. The Stains and
Reagents segment is engaged in the business of manufacturing and
marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs. The CareServices
segment is engaged in the business of developing, distributing and
marketing mobile health monitoring and concierge services to
distributors and customers. The Chronic Illness Monitoring segment
is primarily engaged in the monitoring of diabetic patients on a
real time basis.
ActiveCare incurred a net loss attributable to common stockholders
of $16.33 million for the year ended Sept. 30, 2016, following a
net loss attributable to common stockholders of $12.82 million for
the year ended Sept. 30, 2015.
Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Sept. 30, 2016, citing that the Company has recurring losses,
negative cash flows from operating activities, negative working
capital, negative total equity, and certain debt that is in
default. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
AEMETIS INC: Falls Short of Nasdaq's $1 Bid Price Requirement
-------------------------------------------------------------
Aemetis, Inc., received a letter from the Listing Qualifications
Department of the Nasdaq Stock Market on Oct. 5, 2017, indicating
that, based upon the closing bid price of the Company's common
stock for the last 30 consecutive business days, the Company did
not meet the minimum bid price of $1.00 per share required for
continued listing on The Nasdaq Global Market pursuant to Nasdaq
Listing Rule 5450(a)(1). The letter also indicated that the
Company will be provided with a compliance period of 180 calendar
days, or until April 3, 2018, in which to regain compliance
pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The letter further
provided that if, at any time during the 180-day period, the
closing bid price of the Company's common stock is at least $1.00
for a minimum of ten consecutive business days, Nasdaq will provide
the Company with written confirmation that it has achieved
compliance with the minimum bid price requirement. If the Company
does not regain compliance by April 3, 2018, an additional 180 days
may be granted to regain compliance if the Company (i) meets the
continued listing requirement for market value of publicly held
shares and all other initial listing standards for The Nasdaq
Capital Market (except for the bid price requirement) and (ii)
provides written notice of its intention to cure the deficiency
during the second 180-day compliance period.
The Company intends to actively monitor its closing bid price for
its common stock between now and April 3, 2018, and intends to take
any reasonable actions to resolve the Company's noncompliance with
the minimum bid price requirement as may be necessary. No
determination regarding the Company's response has been made at
this time. There can be no assurance that the Company will be able
to regain compliance with the minimum bid price requirement or will
otherwise be in compliance with other Nasdaq listing criteria.
About Aemetis
Cupertino, Calif.-based Aemetis, Inc. -- http://www.aemetis.com/--
is an international renewable fuels and specialty chemical company
focused on the production of advanced fuels and chemicals and the
acquisition, development and commercialization of innovative
technologies that replace traditional petroleum-based products and
convert first-generation ethanol and biodiesel plants into advanced
biorefineries. Aemetis operates in two reportable geographic
segments: North America and India.
Aemetis reported a net loss of $15.63 million on $143.2 million of
revenues for the year ended Dec. 31, 2016, compared with a net loss
of $27.13 million on $146.6 million of revenues for the year ended
Dec. 31, 2015. The Company recorded a net loss of $14.51 million
on $72.33 million of revenues for the six months ended June 30,
2017.
As of June 30, 2017, Aemetis had $79.41 million in total assets,
$143 million in total liabilities and a total stockholders' deficit
of $63.58 million.
ALDRIDGE NURSERY: Taps Langley & Banack as Legal Counsel
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Aldridge Nursery, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire legal counsel.
The Debtor proposes to employ Langley & Banack, Inc. to give legal
advice regarding its duties under the Bankruptcy Code and provide
other legal services related to its Chapter 11 case.
William Davis, Jr., Esq., the attorney who will be handling the
case, will charge an hourly fee of $375.
Mr. Davis disclosed in a court filing that his firm does not hold
or represent any interest adverse to the Debtor and its estate.
The firm can be reached through:
William R. Davis, Jr., Esq.
Langley & Banack, Inc.
745 E. Mulberry Ave., Suite 900
San Antonio, TX 78212
Tel: (210) 736-6600
Fax: (210) 735-6889
Email: wrdavis@langleybanack.com
About Aldridge Nursery Inc.
Founded in 1936, Aldridge Nursery Inc. --
https://www.aldridgenurseryinc.com/ -- is a grower of tropical,
ornamentals and shade trees, shrubs and rose bushes. It primarily
supplies these plants to small garden centers, landscapers and
re-wholesale sellers. Aldridge Nursery posted gross revenue of
$963,867 in 2016 and gross revenue of $832,914 in 2015.
On July 3, 1991, the Debtor was taken out of Chapter 11 bankruptcy
with a new owner, Thomas C. Trautner.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Texas Case No. 17-52262) on September 28, 2017.
Thomas C. Trautner, its president, signed the petition.
At the time of the filing, the Debtor disclosed $3.20 million in
assets and $2.01 million in liabilities.
Judge Craig A. Gargotta presides over the case.
ALERE INC: Moody's Withdraws Caa1 Notes Rating on Debt Redemption
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Moody's Investors Service will withdraw Alere Inc.'s ratings
following debt redemption. Alere was acquired by Abbott
Laboratories (Baa3 stable) on October 3, 2017. Alere's credit
facilities and the $425 million senior subordinated notes due 2023
were repaid. Funds for the $450 million senior notes due 2018 and
the $425 million senior subordinated notes due 2020 are being held
in escrow and will be repaid within 30 days. The escrowed funds
satisfy and discharge all obligations under this debt.
RATINGS RATIONALE
Rating withdrawn:
$425 million senior subordinated notes due 2023 at Caa1 (LGD5) on
review for upgrade
Ratings previously withdrawn:
$250 million senior secured revolving credit facility due 2020 at
Ba3 (LGD2) on review for upgrade
$650 million senior secured term loan A due 2020 at Ba3 (LGD2) on
review for upgrade
$1,050 million senior secured term loan B due 2022 at Ba3 (LGD2) on
review for upgrade
Ratings to be withdrawn following final redemption:
Corporate Family Rating of B2 on review for upgrade
Probability of Default Rating of B2-PD on review for upgrade
$450 million senior unsecured notes due 2018 of B3 (LGD4) on review
for upgrade
$425 million senior subordinated notes due 2020 of Caa1 (LGD5) on
review for upgrade
Speculative Grade Liquidity Rating of SGL-1
Outlook of Rating Under Review
Alere is a manufacturer of rapid diagnostic tests, focused
primarily in the areas of infectious disease, cardio-metabolic
disease, and toxicology. Revenues are approximately $2.3 billion.
ARMSTRONG ENERGY: Cancels Registration of 11.75% Senior Notes
-------------------------------------------------------------
Armstrong Energy, Inc., notified the Securities and Exchange
Commission via Form 15 regarding the termination of registration of
its 11.75% Senior Secured Notes due 2019 under Section 12(g) of the
Securities Exchange Act of 1934. As of Oct. 5, 2017, there were 50
holders of record of the Senior Notes.
About Armstrong
Armstrong Energy, Inc. -- http://www.armstrongenergyinc.com/-- is
a diversified producer of low chlorine, high sulfur thermal coal
from the Illinois Basin, with both surface and underground mines.
The Company markets its coal primarily to proximate and investment
grade electric utility companies as fuel for their steam-powered
generators.
Armstrong reported a net loss of $58.83 million in 2016, a net loss
of $162.14 million in 2015 and a net loss of $28.83 million in
2014. As of June 30, 2017, Armstrong Energy had $308.95 million in
total assets, $435.3 million in total liabilities and a total
stockholders' deficit of $126.3 million.
Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company incurred a substantial
loss from operations and has a net capital deficit as of and for
the year ended Dec. 31, 2016. The Company's operating plan
indicates that it will continue to incur losses from operations,
and generate negative cash flows from operating activities during
the year ended Dec. 31, 2017. The auditors said these projections
and certain liquidity risks raise substantial doubt about the
Company's ability to meet its obligations as they become due within
one year after March 31, 2017, and continue as a going concern.
* * *
In July 2017, S&P Global Ratings lowered its corporate credit and
issue-level ratings on Armstrong Energy to 'D' from 'CC' and
removed the ratings from CreditWatch, where it placed them with
negative implications on June 16, 2017. S&P said, "The downgrade
reflects Armstrong's failure to make an $11.75 million interest
payment on the 11.75% senior secured notes within the 30-day grace
period that expired on July 17, 2017. The interest payment on the
notes was originally due on June 15, 2017, after which the company
exercised its 30-day grace period."
Also in July 2017, Moody's Investors Service downgraded the ratings
of Armstrong Energy, Inc., including its corporate family rating
(CFR) to 'Ca' from 'Caa1', probability of default rating (PDR) to
'D-PD' from Caa1-PD, and the rating on the senior secured notes to
'Ca' from 'Caa2'. The outlook is negative. The action follows the
company's July 17, 2017 announcement that the company entered into
a Forbearance Agreement with the holders of approximately $158
million in aggregate principal amount (representing approximately
79% of the outstanding principal amount) of the Company's Senior
Secured Notes due 2019.
ATLANTIC POWER: S&P Affirms 'B+' CCR on Announced Term Loan
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term corporate credit
rating on diversified power developer Atlantic Power Corp. (APC)
and affiliate Atlantic Power Limited Partnership (APLP). The
outlook is stable.
At the same time, S&P Global Ratings assigned it 'BB-' rating and
'2' recovery rating to APLP's US$563 million term loan due April
2023. S&P Global Ratings also affirmed its 'BB-' issue-level rating
on the company's US$700 million secured term loan facility, US$200
million secured revolving credit facility, and C$210 million
medium-term notes. S&P's '2' recovery rating on the debt is
unchanged, and indicates its expectation of substantial (70%-90%;
rounded estimate 75%) recovery in a default scenario.
The affirmation comes despite the recently announced power purchase
agreement (PPA) terminations at Naval Station and North Island. The
75 basis point (bps) repricing will result in interest expense
savings of about $4 million per year. This is the second repricing
in 2017; the earlier repricing in April also resulted in a 75 bps
reduction and interest savings of about US$4 million per year. The
two repricings will result in about $8 million of interest savings
per year that, over the term loan's remaining life, will result in
interest saving of about US$48 million that the company can use to
deleverage.
S&P said, "The stable outlook reflects our expectation that the
company will use excess cash flow to pay down debt. We expect the
consolidated debt-to-EBITDA levels to stay below 5.5x by 2019. In
our base-case scenario, we are forecasting debt-to-EBITDA of
5.0x-6.5x, which supports the current ratings.
"We could consider lowering the ratings if financials deteriorate
because of operating cost increases in the near term, or an
inability to recontract expiring PPAs over the next year, both of
which could strain financial measures. We would lower the ratings
if consolidated debt-to-EBITDA deteriorates above 6.5x with no
expectation of an immediate recovery.
"We could consider raising the ratings if cash flow sweeps result
in adjusted FFO-to-debt improving and staying above 12%, or if
consolidated debt-to-EBITDA declines below 5.25x. We forecast
temporarily lower financial measures in 2018 as contracts expire
and we view APC's ability to improve its financials sustainably as
the driver of an upgrade."
BAERG REAL PROPERTY: Not Harmed by Garland Breach of Escrow Deal
----------------------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas finds that Garland Solution, LLC, is
entitled to summary judgment on Baerg Real Property Trust's claims
that it breached Escrow I and II after finding that there is no
evidence in the record before the Court of damage incurred by Baerg
on account of Garland's alleged breach of these two escrow
agreements.
Additionally, the Court finds that Garland satisfied its duties
owed under the Escrow I and Escrow II agreements. The Court also
finds that Class A Management, LLC was charged under the various
agreements with discharging the duties of Escrow Agent, including
depositing, transferring, and disbursing funds from and between the
three escrow accounts.
This lawsuit concerns the failed, stretched-out purchase of four
apartment complexes. The various agreements that provided for the
sale were entered into in February 2014 and contemplated a closing
in July 2016. Baerg was the seller and Garland was the buyer.
However, the sale did not close as planned and the existing debt on
the apartments, which was to be satisfied at closing, came due on
July 1, 2016.
Baerg then filed for bankruptcy under chapter 11 and this adversary
proceeding was initiated by Baerg's complaint filed on December 9,
2016.
Baerg's cause of action for Garland's alleged breach of escrow
agreements concerns three separate escrow accounts, Escrow I,
Escrow II, and Escrow III; the escrow agreements were entered into
by Baerg, Garland, and the escrow agent, Class A Management, LLC.
Baerg complains that the three escrow accounts were not maintained,
and disbursements were not made, as contemplated by the agreements
and that Garland is responsible for such failures.
Garland's only duty under the Escrow I Agreement was to deliver the
initial $65,000 to the Escrow Agent and there is no dispute that
Garland delivered the funds as required. The purpose of the $65,000
minimum balance was to ensure that the regular mortgage payments to
M&T Realty Capital Corporation, the lienholder on the properties,
were made.
The Court finds no evidence that Baerg was harmed by any
mismanagement of the Escrow I account. On the contrary, the Court
finds evidence proving that the mortgage payments were made to M&T
Realty and that the construction loan was to be forgiven at closing
(regardless of the balance). Although the record reflects that the
contractual provisions governing Escrow I were not strictly
followed, the Court, however, concludes that Garland met its
obligation to fund the account with $65,000, the failure to follow
the provisions did not result in a material breach of the contract,
and, in any event, Baerg suffered no damage as a result of such
failure.
It is also undisputed that Garland did not deposit the full
$485,000 into Escrow II. But the summary judgment evidence that
supports Garland's motion reveals that Baerg, in fact, received all
payments due it under the contract. Both Kathy and Hal Baerg, as
trustees of Baerg, testified that the trust received all that it
was due under the Earnest Money Contract. And as to the $180,000,
Baerg offered no evidence of a $180,000 shortfall.
In effect, Baerg does not dispute that it received all funds owed
under the Earnest Money Contract. Rather, Baerg disputes whether
payments were made from the right source, and as such, the Court
determines that this does not rise to the level of a material
breach, nor does it result in any damage to Baerg.
The Court, however, denies Garland summary judgment on Baerg's
claim that it breached Escrow III because the summary judgment
record suggests a material factual dispute not appropriate for
summary judgment.
Finally, the Court grants Garland summary judgment on Baerg's claim
that it anticipatorily repudiated the Earnest Money Contract by its
Addendum delivered to Baerg seven days prior to closing the deal.
The Addendum does not reflect Garland's clear intent not to perform
and close under the Earnest Money Contract.
By its First Amended Complaint, Baerg alleges that Garland
anticipatorily repudiated the various agreements related to the
purchase and sale of the four apartment complexes with its
Reconciliation of Funds Addendum dated June 24, 2016. The Addendum
referred to Garland's "equity infusion" in the properties. In
addition, Baerg complains of Garland's request that four LLCs of
its (Garland's) creation be substituted for Garland as the
purchasers -- one for each property -- and that by the Addendum
Garland said it had paid $485,000 "into escrow." Baerg contends
that by these proposed changes, Garland was attempting to change
the very nature of the deal and, as such, clearly manifested its
intent not to go forward in accordance with their agreements.
The Court determines that Garland's requests to change the title
company and to close into four entities created by Garland -- the
purported buyer -- do not constitute an anticipatory breach of the
parties' contract. The Court finds no evidence that Garland
proposed these items as conditions to closing. The Court maintains
that Garland's alleged attempt to re-characterize the transaction
through its use of such terms as "refinance," "equity infusion,"
"buyout," and amount "invested" may be relevant to the breach of
contract claim generally, but it is not evidence of an anticipatory
breach.
The Court explains that a repudiation or anticipatory breach occurs
when a party's conduct "shows a fixed intention to abandon,
renounce, and refuse to perform the contract," but mere attempt to
renegotiate the terms of an initial agreement is not sufficient to
find repudiation.
The case is In re: BAERG REAL PROPERTY TRUST, Debtor. BAERG REAL
PROPERTY TRUST, Plaintiff, v. GARLAND SOLUTION, LLC, Defendant,
Case No. 16-33793-BJH-11, Adversary No. 16-03160, (Bankr. N.D.
Tex.).
A full-text copy of the Memorandum Opinion dated September 21,
2017, is available at https://is.gd/DoIDLc from Leagle.com.
Garland Solution, LLC, Defendant, represented by Donald Max Kaiser,
Jr., Kaiser Sacco, P.L.L.C. & Ellen Cook Sacco, Kaiser Sacco,
PLLC.
About Baerg Real Property Trust
Baerg Real Property Trust dba Lake Bluffs Apartments dba Lakeview
Village dba The Woods Apartments dba Oakway Manor Apartments filed
a Chapter 11 petition (Bankr. N.D. Tex. Case No 16-33793) on Sept.
29, 2016. The petition was signed by Hal Baerg, Jr., trustee. The
Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC. The case is assigned to Judge Barbara J.
Houser. The Debtor estimated assets and liabilities at $1 million
to $10 million at the time of the filing.
BAILEY'S EXPRESS: Files Chapter 11 Liquidation Plan
---------------------------------------------------
Bailey's Express, Inc. filed with the U.S. Bankruptcy Court for the
District of Connecticut a disclosure statement to accompany its
plan of liquidation, dated Sept. 29, 2017.
Class 2 under the liquidation plan consists of the allowed general
unsecured claims with the approximate total of $2,500,000 not
including the SAIA claim. Holders of Class 2 Claims will receive
their pro rata share of the Unsecured Claim Fund (after payment of
Allowed Administrative Expenses and Priority Tax Claims,
established by the Escrow Funds the estate assets of the Reserve as
required by the Plan, or adequate reserve, therefore, has been
established). On the Initial Distribution Date, the Holders of
Allowed Class 2 Claims will receive distributions from the funds
available in the Unsecured Claim Fund. Thereafter, distributions of
funds available in the Unsecured Claim Fund will be made quarterly
to Holders of Allowed Class 2 Claims.
The source of funding for the Plan will consist of Cash on Hand,
collection of Accounts Receivable, the sale of the trucks and
trailer, proceeds from Causes of Action and the sale of 61
Industrial Park.
A copy of the Disclosure Statement dated Sept. 29, 2017, is
available at:
http://bankrupt.com/misc/ctb17-31042-120.pdf
About Bailey's Express
Headquartered in Middletown, Connecticut, Bailey's Express --
http://www.baileysxpress.com/-- is a Connecticut-based less than
truckload carrier. It provides service across the nation and is
dedicated in helping Connecticut, Massachusetts and Rhode Island
companies market their products throughout the U.S. including
Hawaii and Alaska. It has distribution points in Charlotte,
Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville,
Memphis, Neenah, Phoenix, Salt Lake City and Toledo. It also
provides service to Mexico, Puerto Rico & Canada.
Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr.
D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets
and liabilities at between $1 million and $10 million. The
petition was signed by David Allen, chief financial officer.
Judge Ann M. Nevins presides over the case.
Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at
Pullman & Comley, LLC, serves as the Debtor's bankruptcy counsel.
No creditors' committee has yet been appointed in the case.
BEST COMPANION: Wants Authorization to Use Cash Collateral
----------------------------------------------------------
Best Companion Homecare Services, Inc., asks the U.S. Bankruptcy
Court for the Eastern District of New York for authorization to use
the cash collateral in which Internal Revenue Service and Merchant
Cash and Capitol d/b/a Bizfi Funding may assert a security
interest.
The Debtor requires the immediate use of cash collateral to pay
wages in the ordinary course of business as well as to pay other
essential post-petition expenses or typical business expenses
incurred in the ordinary course of the Debtor's business, as well
as other administrative expenses.
The Debtor believes that the IRS has a Federal Tax Lien in all of
the Debtor's property and rights to such property in the
approximate amount of $56,810. The IRS has served notice to the
Debtor that it does not consent to the use of cash collateral.
Accordingly, the Debtor proposes to grant the IRS with replacement
liens in the Debtor's postpetition with the same validity and
priority as existed prepetition.
The Debtor entered into agreements with Bizfi Funding, whereby
Bizfi Funding would purchase the Debtor's future receivables. Based
upon the said agreements, Bizfi Funding now owns an interest in the
Debtor's receivables in the approximate amount of $338,301.
The Debtor will grant Bizfi Funding (a) a security interest in the
cash collateral collected subsequent to the Petition Date to the
same extent and with the same validity and priority as existed
pre-petition and (b) replacement liens in the Debtor's
post-petition assets, with the same validity and priority as
existed prepetition.
The Debtor also intends to use cash collateral to begin making
payments to Bizfi Funding, in the amount of $1,500 per month, which
Bizfi Funding has agreed to accept as adequate protection payments
on its interests, which make up the great majority of the Debtor's
obligations.
A full-text copy of the Debtor's Motion, filed on October 3, 2017,
is available at https://is.gd/S0eW3y
A copy of the Debtor's Budget is available at https://is.gd/paXymz
Best Companion Homecare is represented by:
Glenn R. Meyers, Esq.
The Meyers Law Firm
30 Vesey Street, 4th Floor
New York, NY 10007
Phone: (212) 947-9416
About Best Companion Homecare
Headquartered in North Bay Shore, New York, Best Companion Homecare
Services, Inc., provides licensed home health care aids.
Best Companion Homecare Services filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.Y. Case No. 17-42296) on May 5, 2017,
estimating its assets and liabilities at between $100,001 and
$500,000 each. The petition was signed by Patricia Brezault,
president. Glenn R. Meyers, Esq., at The Meyers Law Firm, serves
as the Debtor's bankruptcy counsel.
The Hon. Robert E. Grossman presides over the Debtor's case.
The Office of the U.S. Trustee on June 1, 2017, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Best Companion Homecare
Services.
BIOSTAGE INC: Delisted from NASDAQ and Will Move to OTCQB
---------------------------------------------------------
Biostage, Inc. received written notification from The Nasdaq Stock
Market LLC indicating that the NASDAQ Hearings Panel has determined
to delist the Company's common stock from The NASDAQ Capital
Market, effective with the open of business on Oct. 6, 2017.
As previously disclosed, on Nov. 18, 2016, the Company received a
notice from NASDAQ indicating it was not in compliance with
NASDAQ's minimum bid price requirement, and on May 22, 2017, NASDAQ
notified the Company that based noncompliance with that rule and
with the $2.5 million minimum stockholders equity requirement, the
Company's common stock would be subject to delisting. The Company
requested a hearing with the Panel and, on July 10, 2017, the
Company announced that the Panel granted the Company's request for
continued listing subject to a number of conditions, with the
Panel's decision ultimately requiring that the Company evidence
full compliance with all requirements for continued listing on The
Nasdaq Capital Market by no later than Nov. 13, 2017. The Company
determined that as a result of the events described below, the
Company could not regain compliance with The NASDAQ Capital Market
listing standards by the deadline imposed by NASDAQ, and on Oct. 4,
2017, the Company withdrew its appeal from the Panel.
The Company has been advised by OTC Markets Group Inc. that its
common stock will be immediately eligible for trading on the OTCQB
marketplace effective with the open of business on Oct. 6, 2017.
The Company's common stock will continue to trade under the symbol
"BSTG".
Breach Notice to First Pecos, LLC
As previously disclosed in the Form 8-K filed by the Company on
Aug. 17, 2017, the Company entered into a securities purchase
agreement with First Pecos, LLC on Aug. 11, 2017, pursuant to which
the Company agreed to sell to Pecos, and Pecos agreed to purchase
from the Company, shares of the Company's common stock, preferred
stock and warrants for an aggregate purchase price of $3,055,500.
As of Oct. 6, 2017, the Company has not received the Purchase Price
from Pecos.
On Oct. 5, 2017, the Company delivered a notice to Pecos and its
manager, Leon "Chip" Greenblatt III, stating that Pecos is in
breach of the Purchase Agreement as a result of its failure to
deliver the Purchase Price to the Company following satisfaction of
all closing conditions in the Purchase Agreement.
None of the shares of common stock, shares of preferred stock or
warrants that the Company would have issued under the Agreement
were issued to Pecos, and the previously-reported appointment of
Leon Greenblatt III of Pecos and Saverio La Francesca, MD, the
Company's president and chief medical officer, to the Company's
Board of Directors did not become effective, as their appointment
was conditioned upon consummation of the private placement pursuant
to the Purchase Agreement.
On Aug. 25, 2017, the last date on which Pecos should have
delivered the Purchase Price, counsel to Pecos instead delivered a
letter to the Company alleging that the Company was in breach of
its obligations pursuant to the Agreement. Such notice requested
that the Company agree to additional conditions to closing that
were not included in the Purchase Agreement, including, among
others, the appointment of Saverio La Francesca, MD as co-chief
executive officer of the Company.
The Company believes that it is not, and was not, in breach of the
Purchase Agreement, and that Pecos' notice was unjustified and
without any legal merit or factual basis, and was delivered as a
result of Pecos being either unwilling or unable to deliver the
Purchase Price. However, in order to ensure receipt of the
Purchase Price and preserve shareholder value, the Company notified
counsel to Pecos in writing on Sept. 1, 2017, that it intended to
comply with the new conditions demanded by Pecos. Despite that, on
Sept. 29, 2017, Pecos requested that the Company enter into a
Supplemental Agreement that introduced additional new demands. The
Company again indicated its willingness to meet the new demands of
Pecos. Despite the Company's timely efforts to meet each new
demand of Pecos, Pecos has not met its obligation to deliver the
Purchase Price. The Company believes that Pecos has acted in bad
faith and, despite the satisfaction of all closing conditions, has
no intention of delivering the Purchase Price as required by the
Purchase Agreement. The Company is reviewing all of its rights and
remedies against Pecos that may be available to the Company.
As a result of Pecos' refusal to deliver the Purchase Price, the
Company is facing significant capital issues, as its current
financial obligations exceed its cash on hand, and is exploring
financing and other strategic alternatives. The Company is in
discussions with its advisors regarding these alternatives. The
Company cannot provide any assurance that it will be able to obtain
sufficient financing.
Resignation of Saverio La Francesca, MD
On Oct. 5, 2017, Saverio La Francesca, MD resigned as president and
chief medical officer of the Company, effectively immediately.
About Biostage
Biostage, Inc., formerly Harvard Apparatus Regenerative Technology,
Inc. -- http://www.biostage.com/-- is a biotechnology company
developing bio-engineered organ implants based on the Company's new
Cellframe technology which combines a proprietary biocompatible
scaffold with a patient's own stem cells to create Cellspan organ
implants. Cellspan implants are being developed to treat
life-threatening conditions of the esophagus, bronchus or trachea
with the hope of dramatically improving the treatment paradigm for
patients. Based on its preclinical data, Biostage has selected
life-threatening conditions of the esophagus as the initial
clinical application of its technology.
Biostage reported a net loss of $11.57 million on $82,000 of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $11.70 million on $118,000 of revenues for the year ended Dec.
31, 2015. As of June 30, 2017, Biostage had $4.65 million in total
assets, $3.37 million in total liabilities and $1.28 million in
total stockholders' equity.
KPMG LLP, in Cambridge, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from operations and will require additional financing to
fund future operations which raise substantial doubt about its
ability to continue as a going concern.
BIOSTAR PHARMACEUTICALS: Incurs $1.01-Mil. Net Loss in 1st Quarter
------------------------------------------------------------------
Biostar Pharmaceuticals, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.01 million on $0 of net sales for the three months
ended March 31, 2017, compared to a net loss of $620,341 on
$801,627 of net sales for the three months ended June 30, 2016.
As of March 31, 2017, Biostar had $41.49 million in total assets,
$5.31 million in total liabilities, all current, and $36.18 million
in total stockholders' equity.
As of March 31, 2017, the Company had $483,900 of cash and working
capital of $1.032 million. For the three months ended March 31,
2017, the Company incurred a net loss of $1.014 million and net
cash provided by operating activities of $321,100. The Company
generated cash flow from operations even though it incurred a net
loss as (1) it collected outstanding receivables from its trade
debtors; and (2) its net loss includes certain non-cash expenses
that are added back to its cash flow from operations as shown on
its condensed consolidated statements of cash flows.
"We had experienced no sales volume of all Aoxing Pharmaceutical
Products due to the temporarily suspension of production to conduct
maintenance of its production lines to renew its GMP certificates
from 2015. In addition, for the upgrade of the production
facilities, the operation of Shaanxi Weinan was temporarily
suspended since December 2016. There is no assurance that the
production lines at Aoxing Pharmaceutical will resume and the
renewal of GMP certificates will occur when anticipated, or even if
they are renewed, we will be able to return to the production
levels as anticipated. Our inability to regain our production
levels as anticipated may have material adverse effects on our
business, operations and financial performance, and the Company may
become insolvent. In addition, the Company already violated its
financial covenants included in its short-term bank loans ...
However, if such events occurred, the Company could still rely on
the collection of outstanding debtors and potential fund raising to
meet its obligations.
"During 2015, as a result of outstanding personal debts of the
Chief Executive Officer, Mr. Ronghua Wang, one of the Company's
bank accounts was frozen, title of three residential properties of
the Company had been transferred and resulted in a loss of
approximately $0.5 million (RMB 3.3 million), and certain buildings
and land use rights were seized by the court but not transferred to
the lender. The seized buildings and land use rights have been
included in property and equipment and intangible assets
respectively in the Company's Consolidated Balance Sheets at March
31, 2017 and December 31, 2016. In February 2016, the court
attempted to force a sale of the Company's land use rights and
buildings. As of December 31, 2016, Mr. Ronghua Wang had fully
repaid the outstanding balance of the loan, thus the creditor
petitioned the court to terminate the auction sale. Mr. Ronghua
Wang has repaid approximately $0.5 million (RMB 3.3 million) to the
Company to make good the loss recognized in 2015. Such cash
collection is included in "other income" for year ended December
31, 2016. The Company has disclosed the above legal proceedings
related to the Company to the best of its knowledge. Under the
current PRC legal practice, there is also no assurance that there
will be no other cases that would put the Company's properties at
risk.
"Although the Company has net current assets and net assets of
US$1,031,913 and US$36,181,932 respectively as of March 31, 2017 to
meet its obligations, the factors discussed above raise substantial
doubt as to our ability to continue as a going concern. Based on
our current plans for the next twelve months from the issuance of
the financial statements, that is through April 2018, we anticipate
that the operation of Aoxing Pharmaceutical and Shaanxi Weinan will
be resumed in the second quarter of 2017 and the sales of their
pharmaceutical products will be the primary organic source of funds
for future operating activities in 2017. In addition, we expect
that the acquisition and production of the new drug permit will be
completed in the second half of 2017, together with the launching
of the new product "Easy Breathing", it will bring additional
revenue and generate profits in the coming future. Currently, the
Company is able to collect outstanding accounts and other
receivables to meet its debt obligations; we may also try to
procure bank borrowing, if available, as well as capital raises
through public or private offerings of its shares and warrants.
There is no assurance that we will find such funding on acceptable
terms, if at all. The accompanying consolidated financial
statements do not include any adjustments that might result from
these uncertainties.
"We anticipate that the new topical health product called "Easy
Breathing" will be launched for sale in 2017. The product was
developed by the Company's research and development team over the
past 3 years. The product is designed to have effects of relieving
stuffy nose, inhibiting nasal bacteria and viruses, and mitigating
effects on the inflammation of nasal mucosa. It will be
manufactured, distributed and sold in China. We expect to sell
approximately 400,000 units within the next 2 years, which is
expected to yield approximately $7.2 million (RMB 50 million) and
improve our cash flow position."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/I769sG
About Biostar Pharmaceuticals
Based in Xianyang, China, Biostar Pharmaceuticals, Inc., develops,
manufactures and markets pharmaceutical and health supplement
products for a variety of diseases and conditions.
For the year ended Dec. 31, 2016, the Company reported a net loss
of $5.69 million for the year ended Dec. 31, 2016, compared to a
net loss of $25.11 million for the year ended Dec. 31, 2015.
As of March 31, 2017, Biostar had $41.49 million in total assets,
$5.31 million in total liabilities, all current, and $36.18 million
in total stockholders' equity.
Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, stating that
the Company had experienced a substantial decrease in sales volume
which resulting a net loss for the year ended Dec. 31, 2016. Also,
part of the Company's buildings and land use rights are subject to
litigation between an independent third party and the Company's
chief executive officer, and the title of these buildings and land
use rights has been seized by the PRC Courts so that the Company
cannot be sold without the Court's permission. In addition, the
Company already violated its financial covenants included in its
short-term bank loans. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
BISON GLOBAL: Taps Barron & Newburger as Legal Counsel
------------------------------------------------------
Bison Global Logistics, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to employ Barron & Newburger, P.C. to, among
other things, give legal advice regarding its duties under the
Bankruptcy Code and assist in the preparation of a plan of
reorganization.
The standard rate charged by Barbara Barron, Esq., and Stephen
Sather, Esq., is $495 per hour. Other attorneys of the firm who
may also work on the case will charge between $175 per hour and
$475 per hour.
Barron & Newburger received a retainer in the sum of $25,000.
Mr. Sather disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Stephen W. Sather, Esq.
Barron & Newburger, P.C.
7320 N. MoPac Expressway, Suite 400
Austin, TX 78731
Tel: (512) 476-9103 Ext. 220
Fax: (512) 476-9253
Email: ssather@bn-lawyers.com
About Bison Global Logistics Inc.
Bison Global Logistics Inc. -- http://www.bisongl.com/-- is a
privately owned transportation and logistics services provider.
Its principal place of business is 1201 Heather Wilde,
Pflugerville, Texas. It has terminals located in Austin, Dallas
and San Antonio.
Bison Global's transportation offerings include local, regional,
and long haul trucking on Bison-owned equipment. It serves a wide
array of companies and industries from the small locally owned
business to Fortune 1000 companies.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 17-11154) on September 14, 2017.
Allen T. Love, chief executive officer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million.
Judge Tony M. Davis presides over the case.
BRINK'S COMPANY: Bond Deal Upsize No Impact Moody's Ba1 CFR
-----------------------------------------------------------
Moody's Investors Service said The Brink's Company's announced
increase in the size of the proposed unsecured notes to $600
million from $500 million does not impact the Ba1 Corporate Family
rating, Ba1-PD Probability of Default rating, Ba2 senior unsecured
rating, SGL-2 Speculative Grade Liquidity rating, or the negative
ratings outlook, as the increase does not impact financial metrics
or anticipated financial policy materially.
Brink's provides security-related services on a global basis.
Services include cash-in-transit, secure transportation of
valuables, ATM servicing, payment services, guarding and related
logistics. Moody's anticipates revenue of approaching $3.5 billion
in 2018.
BRINK'S COMPANY: Fitch Lowers Sr. Unsecured Notes Rating to BB+
---------------------------------------------------------------
Fitch Ratings has downgraded the Brink's Company's (BCO) Issuer
Default Rating (IDR) to 'BB+' from 'BBB-'. In addition, Fitch rates
the new proposed $1.5 billion senior secured credit facility at
'BBB-/RR1'. Fitch has also downgraded the company's senior
unsecured notes to 'BB+/RR4' from 'BBB-'. Fitch also assigns the
company's proposed senior unsecured notes at 'BB+/RR4'. The Rating
Outlook is Stable. The ratings apply to approximately $1 billion of
pro forma debt.
On Sept. 29, 2017, BCO announced that it intends to offer $500
million in aggregate principle of 10-year senior unsecured notes in
addition to a new $1.5 billion senior secured credit facility,
subject to market and other conditions. The notes will be general
unsecured obligations guaranteed by the company's existing and
future U.S. subsidiaries that are guarantors under the company's
newly proposed secured credit facility. The company's newly
proposed credit facility will include a $1 billion revolving credit
facility (RCF) and a $500 million term loan A facility. Loans under
the RCF and the term loan will mature in five years after the
closing of the credit facility and interest rates will float based
on the company's consolidated net leverage levels.
Proceeds from the term loan and notes will be used in part to repay
the existing RCF, the existing term loan, certain other existing
indebtedness and certain fees and expenses related to the closing
of the transactions. Remaining net proceeds are expected to be used
for working capital needs, capital expenditures, acquisitions and
other general corporate purposes.
KEY RATING DRIVERS
The rating downgrade reflects Fitch's assessment that BCO has made
a material shift in its financial strategy in which the company
will be managing to a higher leverage target and would be willing
to raise debt significantly, if a desired strategic acquisition /
merger became available.
BCO's credit profile benefits from a strong market position as the
largest cash logistics company in the world by revenue. The
company's credit profile also benefits from adequate liquidity,
improving profit margins and accelerating organic growth driven by
strategic technology investments. Fitch notes that consolidated
EBITDA has improved markedly in recent years from 9.1% in FY2015 to
12.4% as of June 30, 2017. Fitch further expects the company to
generate nearly $100 million in FCF in FY2017.
On July 13, 2017, BCO announced that it has entered an agreement to
purchase Maco Transportadora de Caudales S.A. (Maco) for
approximately $209 million in an all-cash transaction. Maco's
cash-in-transit and money processing operations are expected to be
integrated with those of Brink's existing operations in Argentina.
Maco generated roughly $90 million of revenue and $24 million of
adjusted EBITDA on an LTM basis. BCO has noted substantial cost
synergies over the next 24 months resulting in a post-integration
multiple of roughly 6x normalized EBITDA.
Within the U.S. segment the company has identified strategic
opportunities with respect to fleet management, sales, and an
increase in customer focus. Fitch expects the company's acquisition
strategy to be focused in emerging market regions while
simultaneously prioritizing operational investments within the
North American region. Fitch notes that BCO's current international
profitability compares favorably with its peers. Furthermore, Fitch
has yet to identify significant structural differences between BCO
and its competitors in the North American region.
Fitch's Base Case assumes that the company operates at or above
3.0x gross Debt/EBITDA through the forecast period. The company's
new management team has successfully restructured a significant
share of operations and has also increased its focus on accretive
acquisitions in regions where the firm has a strong market
position. BCO reported FFO adjusted leverage of roughly 3.6x and
3.8x for FY2015 and FY2016, respectively. As of June 30, 2017, FFO
adjusted leverage was approximately 3.8x. Fitch expects FFO
adjusted leverage for FY2017 to be roughly 5.0x with the potential
to rise significantly higher due to the company's shift in
financial policy.
Fitch expects the company to potentially deploy as much as $500
million toward acquisitions annually in the medium term, with the
possibility of larger deals, if the M&A pipeline surprises to the
upside. On May 8, 2017, BCO announced the authorization of a new
share repurchase program of up to $200 million of common stock
which will expire on Dec. 31, 2019. Fitch would only expect a
significant volume of repurchases in the event that the company
underwent an extended period in which acquisition targets failed to
materialize.
The company continues to put an emphasis on international targets
engaged in its core cash logistics business which typically feature
EBITDA margins in the teens, much like its recent South American
acquisitions. Fitch notes that the operating margin of BCO's South
American segment was 16.8% in FY2016 with a target profit margin of
19% by 2020. As of Dec. 31, 2016, roughly 41% of BCO's revenue was
generated in North America, compared to 25% from South America
followed by 34% from the rest of the world. As a result of BCO's
growth strategy, Fitch expects the international contributions to
grow significantly. Fitch views this strategy as positive for the
company's credit profile as cash use is generally higher globally
than it currently is in the U.S. In addition, partially driven by
inflationary measures, international profit margins are typically
higher than those seen in the U.S.
Fitch remains concerned that the company may pursue a more
aggressive financial policy which utilizes the debt proceeds for
shareholder-friendly activities in-lieu of accretive acquisitions.
The expectation of higher leverage levels is somewhat mitigated by
the company's history of consistent FCF generation, having
generated $83 million and $31 million of FCF (post dividends) in
FY2015 and FY2016 respectively.
Fitch is also concerned with BCO's currency exposure as nearly all
of the company's current and pro forma debt is USD-denominated
while less than 1/3rd of the firm's revenue is generated in USD.
Given the company's international growth strategy, Fitch expects
this proportion to decline over the long term. In addition, Fitch
is concerned with the company's end-market exposure, as high
proportions of the firm's customers are financial institutions and
retailers. Fitch is concerned that disruptive technology may
displace many of its customers within the financial services
industry, particularly in developed markets. In addition Fitch is
concerned with the risk that online retailing poses to Brink's
traditional brick-and-mortar retail customers.
The rating of 'BBB-/RR1' on BCO's proposed senior secured credit
facility and term loan reflects its secured nature and substantial
going-concern enterprise value coverage and oustanding recovery
prospects in a distressed scenario, which Fitch estimates in the
90%-100% range. The rating of 'BB+/RR4' on the company's senior
unsecured notes reflects its subordinated nature and the average
recovery prospects on the existing and proposed notes, estimated by
Fitch to be in the 30%-50% range in a distressed scenario.
DERIVATION SUMMARY
BCO has historically maintained a relatively conservative capital
structure for its rating category, with minimal debt on its balance
sheet. Total Debt/EBITDA was 1.5x as of Dec. 30, 2016 and 1.5x as
of June 30, 2017. FFO adjusted leverage was 3.8x as of Dec. 30,
2016 and 3.8x as of June 30, 2017. The company had struggled under
prior management to execute on its restructuring initiatives, and
improve operational metrics to be more in-line with its smaller
industry peers. Following management changes in 2Q16, the company
has begun to right the ship, with consolidated EBITDA margins
improving from 9.1% for FY2015 to 12.4% as of June 30, 2017. As the
world's largest cash management company, BCO has embarked on a
strategy to improve operating margins in the U.S. and Mexico where
it lags competitors and continue to defend its leadership position
throughout the rest of its markets with opportunistic
acquisitions.
KEY ASSUMPTIONS
Fitch's key assumptions within its ratings case for the issuer
include:
-- Continued focus on the core cash logistics business with
minimal acquisitions outside of that arena;
-- Limited negative impact from currency movements;
-- A continued ability to repatriate capital from all
jurisdictions in which the company has significant operations.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- FFO adjusted leverage below 4.5x for a sustained period;
-- Maintain free cash flow margin above 3% for a sustained
period;
-- Maintain a consolidated EBITDA margin above 15%;
-- Clarity with respect to the company's financial policy as it
pertains to an investment-grade rating.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- An increase in FFO adjusted leverage to above 5.5x for an
extended period;
-- Producing persistently negative FCF;
-- Inability to repatriate cash flow in a timely and effective
manner;
-- Large debt-funded shareholder-friendly activities;
-- Large debt-funded acquisitions.
LIQUIDITY
Brink's maintains adequate financial flexibility with liquidity
totalling $568 million at June. 30, 2017, consisting of $207
million in cash (excluding $88 million held in customer accounts
that are not available for corporate purposes) and $361 million in
availability on its $525 million unsecured revolver. BCO tends to
maintain solid liquidity in each of its geographic regions, and its
non-U.S. operations are largely funded through operating cash flow,
the BCO revolver and local credit facilities. Fitch expects
liquidity to improve further as a result of the proposed $1.5
billion credit facility which would allow the firm to utilize a
single global syndicated credit facility to support its financing
needs.
FULL LIST OF RATING ACTIONS
Fitch has downgraded the following ratings:
The Brink's Company
-- IDR to 'BB+ ' from 'BBB-';
-- Senior unsecured debt to 'BB+/RR4' from 'BBB-'.
Fitch has assigned the following ratings:
The Brink's Company
-- Senior secured credit facility and term loans at 'BBB-/RR1';
-- Senior unsecured debt at 'BB+/RR4'.
The Rating Outlook is Stable.
BUTLER, PA: S&P Lowers GO Bond Rating to 'BB+' on Weak Liquidity
----------------------------------------------------------------
S&P Global Ratings has lowered its underlying rating (SPUR) on
Butler, Pa. series 2015A and 2015B general obligation (GO) bonds
two notches to 'BB+' from 'BBB' and placed it on CreditWatch with
negative implications.
"The downgrade reflects our views of the city's very weak liquidity
due to its guarantee of a line of credit for the redevelopment
authority, exposing it to nonremote contingent liabilities
accounting for over 25% of its general fund revenues," said S&P
Global Ratings credit analyst Moreen Skyers-Gibbs. It also reflects
our views that the city's current liquidity is very thin and will
not be able to withstand this liability.
Butler entered into an agreement with the redevelopment authority
to guarantee a $2 million line of credit for the authority's
construction of a hotel project. S&P said, "While we understand
that grant funding is the primary source of payment, the funds will
not be released until the hotel project is completed. The
construction of the hotel has been delayed several times since
construction began in November 2015 and the estimated project
completion has been moved to November 2017 from August 2017.
Furthermore, we believe the city lacks any credible plans to
finance this obligation should there be any funding disruptions or
if there is no extension by the bank on the line of credit. To
date, the city has not appropriated any funds from its budget for
this liability and failed to plan the payment of the loan prior to
its maturity on Sept. 7, 2017. Although the loan was extended to
Dec. 6, 2017, it was processed after the payment date and not in
advance as was done previously."
A pledge of the city's full faith, credit, and taxing power,
including unlimited ad valorem property taxes, secures the GO
bonds.
"Given the city's very weak liquidity and lack of planning to cover
this liability, if it has to act on its guarantee, we believe its
liquidity could be significantly constrained and put it at risk of
meeting this obligation," said Ms. Skyers-Gibbs, "while our
CreditWatch Negative placement reflects our views of the
uncertainty surrounding the timely completion and payment of the
project and line of credit."
CAESARS ENTERTAINMENT: Completes Merger with CAC, Exits Bankruptcy
------------------------------------------------------------------
Caesars Entertainment Corporation on Oct. 6, 2017 announced the
completion of its previously announced merger with Caesars
Acquisition Company ("CAC") and the conclusion of the restructuring
of Caesars Entertainment Operating Company, Inc. ("CEOC") and its
debtor subsidiaries. As a result of these transactions, the newly
restructured Caesars Entertainment is positioned to further invest
in its growth strategy and realize the benefits of a simpler and
less leveraged capital structure. Conclusion of CEOC's bankruptcy
requires completion of a number of procedural steps which will
occur during the course of the day.
"The conclusion of CEOC's restructuring leaves Caesars
Entertainment with an expected enterprise value of approximately
$20 billion based on yesterday's closing prices. With reduced
leverage, increased free cash flow and the new REIT structure, we
are positioned with a solid foundation to pursue a diversified
growth strategy," said Mark Frissora, President and Chief Executive
Officer of Caesars Entertainment. "Throughout the restructuring
process, Caesars has invested significantly to upgrade and renovate
its facilities. Total capex from 2015-2017 is expected to exceed
$1.5 billion, which will benefit the company going forward. We are
also executing hundreds of initiatives to generate incremental
revenue, as well as to enhance operational efficiency, guest
experiences and employee engagement through technology-driven
innovation and process improvement."
Since the beginning of 2015, Caesars Entertainment has
significantly improved its operations with over $700 million of
Adjusted EBITDA improvement and more than 770 basis points of
Adjusted EBITDA margin expansion achieved. As a result of the
restructuring, debt has been reduced by more than $16 billion,
excluding the capitalization of the $640 million per year lease
obligation.
Caesars Entertainment has further enhanced its strong free cash
flow profile through opportunistic refinancings that have resulted
in combined interest savings of approximately $270 million. These
savings include the anticipated benefits of refinancing all Caesars
Entertainment Resort Properties, LLC ("CERP") and Caesars Growth
Properties Holdings, LLC ("CGPH") debt. These refinancings are
expected to close later this year.
Caesars Entertainment is well placed to support continued
investment in growth and value creation opportunities, as well as
initiatives targeting further enhancements in customer satisfaction
and employee engagement, including:
Leveraging Significant Presence in Growing Las Vegas – Caesars
Entertainment will continue to update its room product in Las Vegas
in line with its positive long-term outlook for this market. In
addition, the Company is advancing the development of a convention
center and other opportunities to monetize large, underutilized
commercial scale properties adjacent to the Las Vegas strip in its
real estate portfolio.
Pursuing Network Expansion Opportunities – Caesars Entertainment
anticipates unlocking new opportunities for organic and inorganic
growth across global markets supported by a strong free cash flow
profile following CEOC's emergence from bankruptcy.
Building on Proven Management Execution – Caesars Entertainment
is primed to further improve its financial and operating
performance with hundreds of discrete projects under the Company's
Office of Continuous Improvement and through the deployment of new
best-in-class, secure, cloud-based enterprise-wide technology
solutions.
Enhancing the Strongest Loyalty Program in the Gaming Industry –
With more than 50 million Total Rewards members, Caesars
Entertainment is driving revenue growth through technology
enhancements in its marketing and engagement channels, such as the
application of machine learning to customer behavioral data.
Taking Advantage of New Capital Structure – With approximately $2
billion in cash, and growing cash flow, Caesars Entertainment is
well positioned to invest in future growth.
A Simpler Operating Structure
Under the terms of the previously announced merger, CAC
stockholders each received 1.625 shares of Caesars Entertainment
common stock per share of CAC Class A common stock. Additionally,
CEOC has separated virtually all of its U.S.-based real property
assets from its gaming operations with Caesars Entertainment
continuing to own and manage the gaming operations. These real
property assets are now held in a newly created real estate
investment trust called VICI Properties, Inc. ("VICI") owned by
certain of CEOC's former creditors.
Caesars Entertainment will pay rent to VICI as it continues to
operate the properties. Material decisions related to these
properties -- such as renovations or other significant projects --
will be made by Caesars Entertainment in collaboration with VICI's
board and management. Similarly, Caesars Entertainment and VICI
may at times partner on these and other development and growth
investments.
About Caesars Acquisition Company
Caesars Acquisition Company ("CAC")
--http:/wwww.caesarsacquisitioncompany.com -- was formed to make an
equity investment in CGP LLC, a joint venture between CAC and
Caesars Entertainment, the world's most diversified casino
entertainment provider and the most geographically diverse U.S.
casino-entertainment company. CAC is CGP LLC's managing member and
sole holder of all of its outstanding voting units.
About Caesars Entertainment
Las Vegas, Nevada-based Caesars Entertainment Corp. (NASDAQ:CZR) --
http://www.caesars.com/-- 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.
CAESARS ENTERTAINMENT: Unveils New Board Following Restructuring
----------------------------------------------------------------
Caesars Entertainment Corporation on Oct. 6, 2017, announced its
new Board of Directors (the "Board") following the completion of
its previously announced merger with Caesars Acquisition Company
("CAC") and the conclusion of the restructuring of Caesars
Entertainment Operating Company, Inc. ("CEOC") and its debtor
subsidiaries.
The members of the new Board selected James Hunt to be Chairman.
Mr. Hunt brings a significant depth and breadth of business
expertise gained during his 10 years at The Walt Disney Company and
15 years at Ernst & Young. Mr. Hunt also brings extensive board
experience serving as a director for Brown & Brown, Inc., The St.
Joe Company and Penn Mutual Life Insurance Co. in recent years, as
well as the Nemours Foundation and Children's Hospital Los
Angeles.
"It is an honor to have been designated as Chairman of the Board of
Caesars Entertainment," said Mr. Hunt. "Caesars is a leader in
gaming and entertainment with strong brands, first-class properties
and talented people. I am committed to working tirelessly with our
Board colleagues and our management team to drive long-term value
creation."
Mark Frissora, President and Chief Executive Officer of Caesars
Entertainment, will remain an executive member of the Board.
"The completion of the merger and restructuring process present
Caesars Entertainment with the opportunity to continue on our path
of growth and value creation," Mr. Frissora said. "I look forward
to partnering with Jim and all of the members of the incoming board
to continue to take steps to unlock new growth opportunities."
Along with Messrs. Hunt and Frissora, members of the Board include
Thomas Benninger, John Boushy, John Dionne, Matthew Ferko, Don
Kornstein, David Sambur, Richard Schifter, Marilyn Spiegel and
Christopher Williams.
Director Biographies
James Hunt served as Chief Financial Officer and Executive Vice
President of Walt Disney Parks and Resorts Worldwide from 2003 to
2012. He currently serves on the boards of directors of Brown &
Brown, Inc., The St. Joe Company and Penn Mutual Life Insurance
Co., as well as Nemours Foundation and Children's Hospital Los
Angeles. Mr. Hunt holds a Bachelor of Science, Summa cum Laude, in
Business Administration from the University of Central Florida.
Additionally, Mr. Hunt is a Certified Public Accountant with an
active license in the state of Florida.
Mark Frissora became a member of Caesars Entertainment's board of
directors in February 2015. Mr. Frissora serves as Caesars
Entertainment's Chief Executive Officer and President.
Mr. Frissora has 41 years of business experience that spans all
levels of management and functional roles, including Chairman and
CEO of two Fortune 500 companies over the last 14 years. Prior to
joining Caesars Entertainment, he served as the Chairman and Chief
Executive Officer of Hertz Global Holdings, Inc. from July 2006
until September 2014. Prior to joining Hertz in July 2006, Mr.
Frissora led Tenneco, Inc., where he served as Chairman and Chief
Executive Officer from January 2000 to July 2006. He also serves
as a director of Delphi Automotive PLC, where he is a member of its
nominating and governance committee and chairman of its
compensation committee. Mr. Frissora previously served on the
boards of directors of Walgreens Boots Alliance, FMC Corporation
and NCR Corporation, in addition to Hertz and Tenneco. Mr.
Frissora holds a bachelor's degree from The Ohio State University
and has completed executive development programs at Babson College
and the Thunderbird International School of Management. He is a
member of the CEO Roundtables of the American Gaming Association
and the U.S. Travel Association.
Thomas Benninger founded and has been a Managing General Partner of
Global Leveraged Capital, LLC, a private investment advisory firm,
since 2006. Mr. Benninger has served on the boards of directors of
Revel AC, Inc., Squaw Valley Ski Corporation, and Affinity Gaming,
LLC, and was the Chairman of the board of managers of Tropicana
Entertainment, LLC. He currently serves as the Chairman of the
boards of directors of Video King Acquisition Corp. and Truckee
Gaming, LLC.
Mr. Benninger holds a Bachelor of Arts degree in Economics and a
Master of Business Administration degree from Stanford University.
He was a Certified Public Accountant in California.
John Boushy served as Senior Advisor of Zolfo Cooper, a financial
and operational restructuring firm, representing the
second-priority noteholders of CEOC, from February 2015 to December
2016. Prior to that, from July 2010 to December 2014, Mr. Boushy
advised the board of directors of The Cosmopolitan of Las Vegas, a
new property on the Las Vegas Strip, on areas including property
branding, operations, marketing, financial performance and
investment opportunities for capital investment. In 2008, Mr.
Boushy founded Boushy Consulting, LLC, and subsequently co-founded
ReelMetrics, a gaming-centric data sciences service for the casino
industry. Before serving as President and CEO of Ameristar
Casinos, Inc. from 2006 to 2008, Mr. Boushy served in various
senior roles at The Promus Companies and Harrah's Entertainment,
Inc., Caesars Entertainment's predecessor companies. Mr. Boushy
currently serves on the board of directors of ReelMetrics Holding
B.V., previously served on the boards of directors of C2Rewards,
Inc., City of Hope, and Ameristar Casinos, Inc. He holds a
Bachelor's Degree from North Carolina State University and a
Master's degree from North Carolina State University.
John Dionne has been a Senior Advisor of the Blackstone Group L.P.,
an investment firm, since July, 2013 and a Senior Lecturer in the
Finance Unit of the Harvard Business School since January, 2014.
Until he retired from his position as a Senior Managing Director at
Blackstone in June 2013, Mr. Dionne was Global Head of its Private
Equity Business Development and Investor Relations Groups and
served as a member of Blackstone's Private Equity Investment and
Valuation Committees. Mr. Dionne originally joined Blackstone in
2004 as the Founder and Chief Investment Officer of the Blackstone
Distressed Securities Fund. Before joining Blackstone, Mr. Dionne
was for several years a Partner and Portfolio Manager for Bennett
Restructuring Funds, specializing in financially troubled
companies, during which time he also served on several official and
ad-hoc creditor committees. He is a Chartered Financial Analyst
and Certified Public Accountant (inactive). Mr. Dionne currently
serves as a member of the boards of directors of Cengage Learning
Holdings II, Inc., Momentive Performance Materials, Inc., and
Pelmorex Media, Inc. He previously served as a member of the
boards of directors of several companies and not-for profit
organizations. Mr. Dionne holds a Bachelor of Science degree from
the University of Scranton, and a Master of Business Administration
from Harvard Business School.
Matthew Ferko has over 21 years of experience as an institutional
investor in the distressed space, with a particular expertise in
the gaming and lodging sectors. From 2006 through 2012, Mr. Ferko
served as a senior distressed debt analyst for Franklin Templeton
Investments Mutual Series Funds, where he was responsible for
generating investment ideas for a deep value mutual fund with
approximately $65 billion of assets under management. Prior to
joining Franklin Templeton Investments in 2006, Mr. Ferko was a
Vice President and Director of Investments, Distressed Securities
at Harbinger Capital Partners (formerly known as Harbert Management
Corporation) from 2004 until 2005. Mr. Ferko also was the Head of
U.S. Distressed Debt Research at UBS from 2000 to 2004, during
which time he served as a member of the board of Chi Energy. Prior
to joining UBS, Mr. Ferko was a Director at ING Barings. Mr. Ferko
earned his M.B.A. from New York University, Leonard N. Stern School
of Business, and he holds a Bachelor of Science degree from Miami
University, where he graduated magna cum laude.
Don Kornstein founded and has served as the managing member of the
strategic, management and financial consulting firm Alpine Advisors
LLC. Mr. Kornstein served on the board of directors of CAC from
January 2014 until the merger with Caesars Entertainment. He
previously served as a non-executive director on the board of Gala
Coral Group, Ltd., a diversified gaming company based in the United
Kingdom, from June 2010 until its merger with Ladbrokes PLC in
November 2016. He has served on the boards of directors of
Affinity Gaming, Inc. (Chairman), a casino gaming company, from
March 2010 until January 2014, Bally Total Fitness Corporation
(Chairman & Chief Restructuring Officer), Circuit City Stores,
Inc., Cash Systems, Inc., Shuffle Master, Inc. and Varsity Brands,
Inc. Mr. Kornstein served as Chief Executive Officer, President and
Director of Jackpot Enterprises, Inc., which was a NYSE-listed
gaming company until its sale, and was an investment banker and
Senior Managing Director of Bear, Stearns & Co. Inc. Mr. Kornstein
earned his Bachelor of Arts degree, Magna Cum Laude, from the
University of Pennsylvania and his Master of Business
Administration from Columbia University Graduate School of
Business.
David Sambur became a member of Caesars Entertainment's board of
directors in November 2010.
Mr. Sambur is a Senior Partner of Apollo, having joined in 2004.
Mr. Sambur has experience in financing, analyzing, investing in
and/or advising public and private companies and their boards of
directors. Prior to joining Apollo, Mr. Sambur was a member of the
Leveraged Finance Group of Salomon Smith Barney Inc. Mr. Sambur
serves on the boards of directors of AP Gaming Holdco, Inc.,
CareerBuilder, ClubCorp, Coinstar, LLC, Diamond Resorts
International Inc., Rackspace Inc., EcoATM, LLC and Redbox
Automated Retail, LLC. Mr. Sambur previously served on the boards
of directors of Hexion Holdings, LLC, Momentive Performance
Materials, Inc. and Verso Paper Corporation. Mr. Sambur is also a
member of the Mount Sinai Department of Medicine Advisory Board.
Mr. Sambur graduated summa cum laude and Phi Beta Kappa from Emory
University with a bachelor's degree in economics.
Richard Schifter became a member of Caesars Entertainment's board
of directors in May 2017. Mr. Schifter is a senior advisor at TPG.
He was a partner at TPG from 1994 through 2013. Prior to joining
TPG, Mr. Schifter was a partner at the law firm of Arnold & Porter
in Washington, D.C., where he specialized in bankruptcy law and
corporate restructuring. He joined Arnold & Porter in 1979 and was
a partner from 1986 through 1994. Mr. Schifter currently serves on
the boards of directors of LPL Financial Holdings, Inc. and
American Airlines Group and on the board of overseers of the
University of Pennsylvania Law School. Mr. Schifter is also a
member of the board of directors of Youth, I.N.C. (Improving
Non-Profits for Children). Mr. Schifter received a B.A. with
distinction from George Washington University and a law degree, cum
laude from the University of Pennsylvania Law School in 1978.
Marilyn Spiegel has over twenty years of experience in human
resources and operations at Harrah's Entertainment. She served as
President of Wynn Las Vegas & Encore from December 2010 through
February 2013; President of five Caesars Las Vegas Strip properties
from January 2004 through November 2010; Senior Vice President of
Human Resources at Harrah's Entertainment from June 1999 through
December 2003; and General Manager of Harrah's Shreveport from
August 1997 through June 1999. She currently serves on the boards
of directors of Catholic Charities of Southern Nevada, Girl Scouts
of Southern Nevada, and Nicholas & Co. Ms. Spiegel holds a Bachelor
of Science degree in Marketing and a Master of Education degree
from the University of Utah.
Christopher Williams became a member of Caesars Entertainment's
board of directors in April 2008. Mr. Williams has been Chairman
of the board of directors and Chief Executive Officer of Williams
Capital Group, L.P., an investment bank, since 1994, and Chairman
of the Board and Chief Executive Officer of Williams Capital
Management, LLC, an investment management firm, since 2002.
Mr. Williams also serves on the boards of directors for Cox
Enterprises, Inc., The Clorox Company, and Ameriprise Financial,
Inc., Mr. Williams also serves on the board of directors of the
Lincoln Center for the Performing Arts and The Partnership for New
York City and is also chairman of the board of overseers of the
Tuck School of Business at Dartmouth College. He previously served
on the board of directors of Wal-Mart Stores, Inc. Mr. Williams
holds a bachelor's degree from Howard University and an M.B.A. from
Dartmouth College's Tuck School of Business.
About Caesars Acquisition Company
Caesars Acquisition Company ("CAC")
--http:/wwww.caesarsacquisitioncompany.com -- was formed to make an
equity investment in CGP LLC, a joint venture between CAC and
Caesars Entertainment, the world's most diversified casino
entertainment provider and the most geographically diverse U.S.
casino-entertainment company. CAC is CGP LLC's managing member and
sole holder of all of its outstanding voting units.
About Caesars Entertainment
Las Vegas, Nevada-based Caesars Entertainment Corp. (NASDAQ:CZR) --
http://www.caesars.com/-- 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.
CAESARS ENTERTAINMENT: VICI Properties Completes CEOC Spin-Off
--------------------------------------------------------------
VICI Properties Inc., an experiential-asset focused real estate
investment trust (REIT), on Oct. 6, 2017 announced the completion
of its spin-off from Caesars Entertainment Operating Company, Inc.
("CEOC"), a subsidiary of Caesars Entertainment Corporation
("Caesars"), becoming one of the largest owners of gaming,
hospitality and entertainment destinations.
VICI Properties' national, geographically diverse portfolio
consists of 19 market-leading gaming facilities, including the
world-renowned Caesars Palace Las Vegas, and a subsidiary that owns
four championship golf courses. VICI's properties are leased to
Caesars and operate under leading brands such as Caesars,
Horseshoe, Harrah's and Bally's, and feature approximately 32.5
million square feet of space, 12,000 hotel rooms and more than 150
restaurants, bars and nightclubs. These properties are
exceptionally well-maintained, benefiting from approximately $433
million in capital investments over the past three years. VICI
Properties enjoys a consistent, highly predictable revenue stream
with embedded growth potential due to its long-term triple-net
lease agreements with CEOC, backed by a corporate guarantee by
Caesars that would yield pro forma rent coverage of 3.5x based upon
Caesars' LTM Adjusted EBITDA.
VICI Properties' strategy is to create the nation's highest quality
and most productive experiential real estate portfolio. This
highly focused approach involves:
-- Partnering with leading brands and operating companies that
prioritize customer loyalty and value through great service,
superior products, constant innovation and sector-leading customer
relationship management (CRM) systems and networks;
-- Capitalizing on strategic acquisitions, new development and
asset redevelopment opportunities with Caesars, including 53 acres
of undeveloped land adjacent to the Las Vegas Strip; and
-- Optimizing its capital structure to support opportunistic
growth beyond its current portfolio and partnerships.
VICI Properties is led by real estate industry veteran Edward
Pitoniak, Chief Executive Officer and a member of the Company's
board of directors. John Payne serves as VICI Properties'
President and Chief Operating Officer, and Mary Beth Higgins serves
as VICI Properties' Chief Financial Officer. Both Mr. Payne and
Mrs. Higgins are seasoned gaming and hospitality executives, with a
deep understanding of Caesars operating performance, the current
asset portfolio and the Company's position to capitalize on growth
opportunities across the spectrum of the experiential asset
segment.
"VICI Properties debuts as the premier owner of best-in-class
gaming, hospitality and entertainment destinations and we aim to
quickly become America's most dynamic leisure and hospitality
focused REIT," said Mr. Pitoniak. "We have in Caesars
Entertainment Corporation the best national gaming brand and
operator in America, with an unrivaled loyalty program in Total
Rewards. We share an energy and ambition to grow our businesses
accretively, yielding a compelling value proposition for investors
seeking a balance of current income as well as long-term growth."
The VICI Properties Board of Directors is chaired by Jim
Abrahamson, current Chairman of Interstate Hotels and Resorts and a
veteran senior executive of many of the world's leading hotel brand
management companies, including Hilton, Hyatt and IHG. The Board
also includes highly respected and deeply experienced members
Eugene Davis, Chairman and CEO of PIRINATE Consulting Group, LLC
and former director at Planet Hollywood, Delta Airlines, Winstar
Cruise Line and Aliante; Eric Hausler, former CEO of Isle of Capri
Casinos, Inc.; Craig Macnab, former Chairman and CEO of National
Retail Properties, Inc. (NYSE: NNN); and Michael Rumbolz, current
President and CEO of Everi Holdings Inc. (NYSE: EVRI), a developer
of gaming products and services.
Mr. Abrahamson said, "On behalf of the board we're excited to work
with VICI Properties' executive team and our brand and operating
partners at Caesars and eventually others to leverage our portfolio
and capital structure to build the premier experiential REIT. We
intend to capitalize on our highly specialized knowledge, targeted
investment philosophy and longstanding industry relationships to
deliver attractive risk-adjusted returns."
On a pro forma basis, VICI Properties would have had revenue of
$762.6 million, AFFO of $389.0 million, Adjusted EBITDA of $639.7
million and net income of $433.9 million for the year ended
December 31, 2016.2 (For a reconciliation of pro forma Adjusted
EBITDA and pro forma AFFO to pro forma net income, see the
reconciliation that follows this release.) VICI Properties'
spin-off from CEOC follows CEOC's successful financial
restructuring and emergence from Chapter 11 bankruptcy, having
satisfied all of the conditions to the effectiveness of its plan of
reorganization.
About Caesars Acquisition Company
Caesars Acquisition Company ("CAC")
--http:/wwww.caesarsacquisitioncompany.com -- was formed to make an
equity investment in CGP LLC, a joint venture between CAC and
Caesars Entertainment, the world's most diversified casino
entertainment provider and the most geographically diverse U.S.
casino-entertainment company. CAC is CGP LLC's managing member and
sole holder of all of its outstanding voting units.
About Caesars Entertainment
Las Vegas, Nevada-based Caesars Entertainment Corp. (NASDAQ:CZR) --
http://www.caesars.com/-- 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.
CALEXICO, CA: S&P Lowers 2014 Lease Revenue Bond Rating to 'BB+'
----------------------------------------------------------------
S&P Global Ratings lowered its underlying rating (SPUR) to 'BB+'
from 'A' on Calexico, Calif.'s lease revenue bonds, series 2014.
The outlook is stable.
"The downgrade represents our opinion of the significant
deterioration in the city's financial performance and position over
the past three fiscal years, which we believe resulted from
historically weak financial management," said S&P Global Ratings
credit analyst Sarah Sullivant.
A period of turnover in key management and financial officials,
coupled with inadequate staffing in the city's finance department,
led to several years of inaccurate budgeting, delayed financial
reports, and accounting deficiencies that contributed to extremely
poor financial performance.
"Although the city has taken steps to address some of the
deficiencies in its finance department, including implementing
stronger budget monitoring, we still consider its management
policies and practices to be vulnerable, which indicates that the
government lacks policies in many of the areas deemed most critical
to supporting credit quality," continued Ms. Sullivant.
The rating further reflects S&P's view of the city's:
-- Very weak economy, with a high county unemployment rate;
-- Weak management, with vulnerable financial policies and
practices under our Financial Management Assessment methodology;
-- Very weak budgetary performance;
-- Very weak budgetary flexibility, as well as limited capacity to
reduce expenditures;
-- Very strong liquidity, and access to external liquidity we
consider strong;
-- Very weak debt and contingent liability position; and
-- Strong institutional framework score.
S&P said, "The stable outlook reflects our view that the city's
financial position will recover slowly over the next two years, and
that its ability to correct its structural imbalance and strengthen
its management policies and practices remains uncertain.
"We could raise the rating if the city were to bring expenditures
in line with revenues and strengthen its financial policies and
practices to levels we consider at least standard, indicating that
it has resolved prior conditions that resulted in our assessment of
weak management.
"We could lower the rating should the city fail to correct its
structural imbalance, or should concerns over historically
inadequate financial management and oversight persist, suggesting
that the city's financial management is not improving as
anticipated."
CAMBER ENERGY: No Longer Holds Any Rights CATI's Previous Assets
----------------------------------------------------------------
As previously reported in Camber Energy, Inc.'s current report on
Form 8-K filed with the Securities and Exchange Commission on Sept.
12, 2017, the cure period on the note of the Company's wholly-owned
subsidiary CATI Operating LLC expired on Sept. 11, 2017, and as of
that date, all principal, interest and unpaid costs thereunder were
immediately due and payable (which totaled $6.9 million as of March
31, 2017 and approximately $7.1 million as of the date of
acceleration). As stated previously, the loan was non-recourse to
the public Company itself, but was recourse to CATI.
In September 2017, the lender foreclosed on the assets of CATI
which secured the note and on Oct. 3, 2017, the trustee of those
assets, for the benefit of the lender, sold all of the assets in
public auction foreclosure sales which took place in Gonzales
County and Karnes County, Texas. The funds raised in the
foreclosure sales satisfied in full the amount owed under the note
and as such, the Company's obligations through CATI to the lender
under the note and otherwise were extinguished, provided however,
that effective as of Oct. 3, 2017, the Company no longer holds any
rights to the assets previously held by CATI.
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE
American:CEI) -- http://www.camber.energy-- is a growth-oriented,
independent oil and gas company engaged in the development of crude
oil, natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to anticipated project development in
the San Andres formation in the Permian Basin.
Lucas Energy changed its name to Camber Energy, Inc., effective
Jan. 5, 2017, to more accurately reflect the Company's strategic
shift from its Austin Chalk and Eagleford roots to an expanding
addition of shallow oil and gas reserves with longer-lived,
lower-risk production profiles.
Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016.
As of March 31, 2017, Camber Energy had $39.85 million in total
assets, $50.42 million in total liabilities and a total
stockholders' deficit of $10.56 million.
GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas,
issued a "going concern" opinion on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has incurred significant losses from operations and had a
working capital deficit at March 31, 2017. These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
CAMBER ENERGY: Signs $16M Investment Transaction With Investor
--------------------------------------------------------------
Camber Energy, Inc., entered into a stock purchase agreement with
an institutional institutional investor pursuant to which the
Company may receive aggregate consideration of $16 million, subject
to certain conditions.
Under the terms of the October 2017 Purchase Agreement, (1) the
Investor purchased 212 shares of Series C Preferred Stock on the
closing date of the agreement, Oct. 5, 2017, for $2 million, and
agreed, subject to certain closing conditions set forth in the
agreement, to purchase (2) 106 shares of Series C Preferred Stock
for $1,000,000, 10 days after the Initial Closing; (3) 105 shares
of Series C Preferred Stock for $1,000,000, 10 days after the
second closing; (4) 105 shares of Series C Preferred Stock for
$1,000,000, 10 days after the third closing; (5) 105 shares of
Series C Preferred Stock for $1,000,000, 10 days after the fourth
closing; (6) 525 shares of Series C Preferred Stock for $5,000,000,
30 days after the fifth closing; and (7) 525 shares of Series C
Preferred Stock for $5,000,000, 30 days after the sixth closing.
The Company plans to use the proceeds from the sale of the Series C
Preferred Stock for working capital, workovers on existing wells,
drilling and completion of additional wells, repayment of vendor
balances and payments to its senior lender, in anticipation of
regaining compliance.
"This financing represents a significant milestone for our
business," said Richard Azar, the interim chief executive officer
of Camber. "We believe the capital will provide the Company with
sufficient runway to execute its immediate business objectives,
which in turn will drive shareholder value. We have a detailed
strategic plan that we believe will facilitate the growth and
expansion of our business, and securing $16 million in financing is
the first step in the execution of that plan."
To view the Form 8-K filed by Camber, disclosing the funding
transaction and including additional information regarding such
transaction and the various closing conditions, visit the SEC's
EDGAR website at https://is.gd/UxlpSe
About Camber Energy
Based in San Antonio, Texas, Camber Energy (NYSE American:CEI) --
http://www.camber.energy.com/-- is a growth-oriented, independent
oil and gas company engaged in the development of crude oil,
natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to anticipated project development in
the San Andres formation in the Permian Basin.
Lucas Energy changed its name to Camber Energy, Inc., effective
Jan. 5, 2017, to more accurately reflect the Company's strategic
shift from its Austin Chalk and Eagleford roots to an expanding
addition of shallow oil and gas reserves with longer-lived,
lower-risk production profiles.
Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016.
As of March 31, 2017, Camber Energy had $39.85 million in total
assets, $50.42 million in total liabilities and a total
stockholders' deficit of $10.56 million.
GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas,
issued a "going concern" opinion on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has incurred significant losses from operations and had a
working capital deficit at March 31, 2017. These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
CARRINGTON FARMS: Wants to Continue Using GB Cash Collateral
------------------------------------------------------------
Carrington Farms Condominium Owners' Association filed a fourth
motion requesting the U.S. Bankruptcy Court for the District of New
Hampshire to authorize its use of the proceeds of its accounts and
other cash collateral to pay the costs and expenses incurred in the
ordinary course of its ongoing business as provided for in the
Budget.
The Debtor valued its cash collateral, which is comprised of cash
and accounts receivable, at $143,004, as of the Petition Date. It
currently bills members of the Association $50,844 per month in
condominium fees as shown by the Budget.
In accordance with the cash collateral Budget, the Debtor intends
to spend up to $146,244 of its cash collateral during the period
beginning on November 1, 2017 and ending on January 31, 2018.
The Debtor offers to pay Granite Bank adequate protection payments
in the sum of $5,343 per month during the period of cash collateral
use.
In addition, the Debtor will grant Granite Bank a replacement lien
on: (a) all deposit, including, but not limited to, demand, time,
savings, passbook, and similar accounts held at the Bank; (b) an
assignment of the right to assess and collect condominium fees; and
(c) all proceeds and products of the foregoing collateral.
A full-text copy of the Debtor's Motion, dated October 5, 2017, is
available at http://tinyurl.com/yb2pmxa9
A copy of the Debtor's Budget is available at
http://tinyurl.com/y7ogmjh6
About Carrington Farm
Condominium Owners Association
Carrington Farms Condominium Owners' Association, a not for profit,
voluntary association organized under RSA 292, is responsible for
the management and operation of Carrington Farms. It is managed by
NH Core Properties, LLC, acting through Tom Carroll. Although it
was administratively dissolved, Carrington Farms Condominium
Owners' Association has applied for reinstatement.
Carrington Farms Condominium Owners' Association filed a Chapter 11
bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3,
2017. Gary Woscyna, President, signed the petition. At the time
of filing, the Debtor estimated $100,000 to $500,000 in assets and
$500,000 to $1 million in liabilities. William S. Gannon, Esq., at
William S. Gannon PLLC, is serving as counsel to the Debtor.
CASHMAN EQUIPMENT: Exclusivity Period for James Cashman Extended
----------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts has extended, at the behest of James M.
Cashman, the deadlines for him to file a plan of reorganization and
solicit acceptances of the plan.
Unless the Court orders otherwise upon request of a
party-in-interest, Mr. Cashman's Exclusive Plan Filing and
Solicitation Periods will be the dates and times as the Exclusive
Plan Filing and Solicitation Periods set for the Corporate Debtors
by one or more separate orders of the Court entered or to be
entered on the jointly administered docket in these cases,
including the dates and times may be extended, shortened or
eliminated.
As reported by the Troubled Company Reporter on Oct. 5, 2017, the
Court extended the exclusive period during which only Cashman
Equipment Corporation and its affiliates may file a plan of
reorganization from Oct. 7 through and including Oct. 11, 2017,
pending further court order.
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain of
its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed bare-bones
Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on
June 9, 2017. The petitions were signed by James M. Cashman, the
Debtors' president. Mr. Cashman also commenced his own Chapter 11
case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million.
Judge Melvin S. Hoffman presides over the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel, according to Mr. Cashman's
petition.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.
CHINA FISHERY: PARD Unsecureds to Recoup 25% in Proposed Plan
-------------------------------------------------------------
China Fishery Group Limited (Cayman), Pacific Andes Resources
Development Limited, and affiliates filed with the U.S. Bankruptcy
Court for the Southern District of New York a disclosure statement
for their joint chapter 11 plan of reorganization, dated Sept. 29,
2017.
The CFGL/PARD Plan Debtors believe the Plan is not only
complementary to the Peru Sale Transaction currently pursued by the
Chapter 11 Trustee but also serves as the effective backstop (or
stalking horse bid) for that sale process by establishing a
baseline transaction -- in which all creditors of the CFGL Group
are paid in full -- that will remain subject to higher and better
bids offering Cash consideration. The Debtors maintain that the
Plan structure is the optimal means by which to maximize the value
of the Company Group's assets for the benefit of all stakeholders
in the CFGL/PARD Plan Debtors because it protects against a
scenario in which the Chapter 11 Trustee’s process fails to
achieve a sufficient price, while still allowing for a market test
of the Peruvian operating assets unless the creditors and the
Chapter 11 Trustee decide otherwise.
Specifically, the Plan contemplates a comprehensive financial and
operational restructuring of the CFGL/PARD Plan Debtors through (i)
a restructuring of the PARD Group and the CFGL Group around the
existing assets of the CFGL Group and the PARD Group funded by (x)
a $255 million investment by the Plan Sponsor5 in exchange for
50.5% of Reorganized CFGL and (y) a $625 million Exit Credit
Facility or (ii) a sale of the CFGL Group's Peruvian entities to a
third party for a price greater than $1.15 billion in Cash. In
either scenario, the Plan is premised upon a restructuring of all
funded debt facilities at the CFGL Group and PARD Group levels and
provides holders of Claims and Interests with recoveries in
accordance with such holders' respective rights against all of the
available assets in the Company Group, including Debtors and
non-Debtors. Under both scenarios, the Plan provides that holders
of Allowed Claims against CFGL Plan Debtors shall receive payment
in full in Cash--other than Allowed CFGL General Unsecured Claims,
which shall be reinstated. The Plan treatment for other
stakeholders, however, depends on whether the Peru Sale Transaction
provides Cash proceeds in an amount greater than the Sale Reserve
Price.
On the Effective Date, each holder of an Allowed PARD General
Unsecured Claim in Class 15 will receive its Pro Rata share of (i)
the PARD Equity Pool and (ii) the Litigation Trust Interests;
provided, however, that, if the Peru Sale Transaction provides Cash
proceeds in an amount greater than the Sale Reserve Price, then
Allowed PARD General Unsecured Claims shall be satisfied with their
Pro Rata share of (up to the full amount of such Claims) (i) the
PARD Cash Pool and (ii) if such Claims are not paid in full in
Cash, the Litigation Trust Interests. Approximate recovery for this
class is 25%.
Except as otherwise provided in the Plan, the CFGL/PARD Plan
Debtors will continue to exist after the Effective Date as
Reorganized CFGL/PARD Plan Debtors in accordance with the
applicable laws of the respective jurisdictions in which they are
incorporated or organized and pursuant to the Amended
Organizational Documents. On or after the Effective Date, each
Reorganized CFGL/PARD Plan Debtor may, in its sole discretion, take
such action pursuant to or as permitted by applicable law and such
Reorganized CFGL/PARD Plan Debtor's organizational documents, as
such Reorganized CFGL/PARD Plan Debtor may determine is reasonable
and appropriate, including causing: (i) a Reorganized CFGL/PARD
Plan Debtor to be merged into another Reorganized CFGL/PARD Plan
Debtor or an Affiliate of a Reorganized CFGL/PARD Plan Debtor; (ii)
a Reorganized CFGL/PARD Plan Debtor to be dissolved; (iii) the
legal name of a Reorganized CFGL/PARD Plan Debtor to be changed; or
(iv) the closure of a Reorganized CFGL/PARD Plan Debtor’s Chapter
11 Case on the Effective Date or any time thereafter.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb16-11895-800.pdf
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016. The petition was signed
by Ng Puay Yee, chief executive officer. The cases are assigned to
Judge James L. Garrity Jr.
At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as
special counsel.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the
trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CONAGRA BRANDS: Fitch Hikes Subordinated Notes Rating From BB+
--------------------------------------------------------------
Fitch Ratings has upgraded Conagra Brands, Inc.'s long-term Issuer
Default Rating (IDR) to 'BBB'. The Rating Outlook is Stable.
Conagra's rating recognizes its evolution to a business model that
aligns with other large U.S. packaged food companies. Following a
series of divestitures, Conagra has emerged as a pure play
portfolio of branded products. Operating margins have increased
from low double digits to mid double digits. The company is
investing in product innovation and marketing. Results of this
investment are reflected in the improved performance of brands such
as Healthy Choice. Fitch believes Conagra could stabilize sales
beginning in late fiscal 2018 after several years of declines and
expects the company to maintain leverage under 3x.
KEY RATING DRIVERS
Transition to Pure Play, Branded Packaged Food Firm: Conagra has
transitioned to a pure play, branded, packaged food company over
the course of 2016 and 2017 by divesting and spinning off its
private brand and commercial businesses. In July 2015, the company
announced plans to sell its private label Ralcorp business (fiscal
2015 sales of approximately $4 billion and EBITDA of $370 million),
which was acquired in January 2013, but had under-performed
expectations. In February 2016, the company completed the sale to
Tree House Foods, Inc., for $2.6 billion in cash.
The company also generated approximately $489 million in net
proceeds from the July 2016 sale of two of its commercial
businesses, Spicetec Flavors & Seasonings and JM Swank. In November
2016, the company completed the separation of Conagra Foods, Inc.
into two publicly traded companies, Conagra Brands, Inc. and Lamb
Weston Holdings, Inc. (Lamb Weston), a frozen potato business which
was Conagra's remaining commercial business, through a tax free
spin-off. Lamb Weston generated approximately $3 billion in
revenues and $593 million in EBITDA in fiscal 2016. Following the
spinoff, Conagra received a cash distribution of $823.5 million and
retired $1.4 billion in debt Conagra used a majority of the
proceeds from these transactions to pay down debt and ended fiscal
2017 (May 2017) with leverage of 1.9x compared to 3.6x in fiscal
2015. More recently, in May 2017, Conagra announced the proposed
sale of its Wesson Oil brand for $285 million.
Well Defined Acquisition Strategy: Concurrently the company defined
an acquisition strategy that focuses on 'modernizing' transactions
and 'synergistic' acquisitions. Modernizing transactions are
smaller and consistent with emerging trends in food. Modernizing
transactions are platforms for future growth but may not be
immediately impactful. Conagra has closed several of these
acquisitions over the past two years: Blake's All Natural Food,
Frontera Foods, and Duke's meat snacks / BIGS seeds. None of these
acquisitions were more than $220 million. In September 2017,
Conagra announced its acquisition of Angie's Artisan Treats, LLC, a
company selling popcorn and other snack items. These transactions
tend to focus on premium food brands that accommodate changing
consumer preferences and reorient the brand mix towards artisanal,
specialty, natural and organic options. Synergistic acquisitions
are larger, enhance Conagra's network and can bring new
capabilities to the company. Conagra's recent acquisitions all fall
into the Modernizing bucket.
Margin Enhancement Initiatives Underway: Conagra's EBIT margins
have grown steadily over the past two years as the company has
shifted from being volume-driven to being value-oriented. Fitch
adjusted EBIT margins, which were 13.8% in fiscal 2016, improved to
16.2% in fiscal 2017. In addition to resetting its volume base at
higher price points, Conagra is implementing an Integrated Margin
Management strategy, which focuses on mitigating inflation risk. On
the operating cost front, the company completed a $200 million SG&A
savings program and is on track to complete its $100 million trade
efficiency program. These initiatives focus on cost-saving
opportunities in procurement, manufacturing, logistics, and
customer service, as well as general and administrative overhead
levels. Furthermore, Conagra is working to increase margins by
upgrading its portfolio. For example, the company announced the
proposed divesture of its Wesson oils brand, a low margin business
with significant private label activity.
Customer Concentration Risk: In recent years, competition in the
packaged food industry has intensified, and consolidation in the
grocery and foodservice industries has led to increased negotiating
power for Conagra's customers, pressuring profit margins. In fiscal
2017, Wal-Mart (including Sam's) accounted for 24% of Conagra's
total net sales (in-line with Walmart's 24% food market share in
North America), but no other customer accounted for more than 10%
of its net sales. The grocery industry is consolidating and
evolving. The pressure on food companies, like Conagra, is
reflective of this consolidation and the threat of the European
hard discount grocers, which focus more on private brands, entering
and further investing in the U.S. market. In June 2017, Aldi
announced that it would be investing a total of $5 billion over the
next five years to remodel and expand its U.S. store base. Lidl
opened its first U.S. store in June 2017. Walmart has responded by
testing lower prices and further pressuring food suppliers,
including Conagra, for better terms and lower prices. Kroger, the
#2 player in the food retail industry, in turn, has stepped up its
efforts to remain price competitive.
The other game changer is Amazon's acquisition of Whole Foods, Inc.
Currently, online grocery sales in the U.S. are in the
low-single-digits as a percent of sales. However, this penetration
may increase given that the Whole Foods acquisition gives Amazon a
hard-to-replicate refrigerated supply chain that can be used as a
base for home deliveries. In addition, Fitch expects the
Amazon/Whole Foods combination to result in further downward
pressure on food prices given Amazon's history of driving down
prices in other industries.
Leverage Expected to be Sustained below 3x: As noted, Conagra ended
fiscal 2017 with leverage of 1.9x compared with leverage of 3.6x in
fiscal 2015 as it used its proceeds from Lamb-Weston and the
divestitures to reduce debt from $7.9 billion to $3 billion (Fitch
adjusted) in fiscal 2017. Fitch assumes share buyback of $1.1
billion in fiscal 2018, based upon company guidance, which will
bring leverage to mid-2x. Total leverage is expected to remain
below 3x over the next 36 months, barring a significant
acquisition. To the extent that Conagra does a transformative
acquisition, Fitch would expect leverage to return to below 3x
within the next 24 to 36 months.
DERIVATION SUMMARY
Over the past two years, Conagra has transitioned into a pure play,
branded, packaged food company after its divestitures of its
commercial businesses including Lamb Weston, Spicetec Flavours &
Seasonings and JM Swank businesses along with Conagra's private
label business. Concurrently the company defined an acquisition
strategy focusing on smaller 'modernizing' companies along with
larger 'synergistic' targets. Conagra also has implemented a margin
enhancement program. The IDR upgrade to 'BBB' from 'BBB-' reflects
Conagra's cost structure initiatives and a significant upgrade in
its portfolio composition, which together have resulted in improved
margins and higher profitability measures. Risks to the business
could result if Conagra's investment in portfolio innovation does
not result in a stabilization of revenue as contemplated and its
margins suffer as food retailers exert more pressure on the food
manufacturers than currently expected.
General Mills (BBB+/ Negative) had annual revenue of $15.6 billion
and was levered at 2.8x total Debt/EBITDA as of May 2017. Kraft
Heinz (BBB-/Stable) had annual revenue of $26 billion,
industry-leading EBITDA margin of approximately 29%, and was
levered at 4.3x total Debt/EBITDA as of December 2016. Kellogg
(BBB/Stable) had annual revenue of $13 billion and was levered at
3.3x total Debt/EBITDA as of December 2016. Mondelez (BBB/Stable)
had annual revenue of $25.9 billion and was levered at 3.7x total
Debt/EBITDA as of December 2016.
KEY ASSUMPTIONS
Fitch's key assumptions within its ratings case for the issuer
include:
-- Revenue is expected to decline at a low-single-digit rate in
FY2018 before stabilizing and growing at low-single-digit
rates in the forecast out years. Fitch assumed yearly bolt-on
acquisitions that are growing at a faster pace than Conagra's
organic business;
-- Gross margin is expected to trend towards 32% by FY2020;
-- EBIT margin is expected to be maintained above 15% throughout
the forecast period;
-- EBITDA is expected to remain steady in the $1.5 billion to
$1.7 billion range;
-- Capex is assumed to be in the range of 3% to 4% of net sales;
-- FCF (after dividends) is expected to be in the range of $350
million to $400 million annually over the next 24-36 months.
Fitch expects this to be directed towards the company's share
buyback program but could also be used for bolt-on
acquisitions;
-- Fitch assumed share buy-back of $1.1 billion in FY2018, which
will bring leverage to mid-2x;
-- Total debt/EBITDA is expected to be sustained below the 3x
level.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Execution of the company's strategic plan with low-single-
digit organic growth that is in line with, or better than
category growth with overall market shares stable or improving
and operating margins remain in line with the industry average
in the mid-teens or above;
-- Leverage (Total debt/EBITDA) sustained below 3x.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- The company loses momentum, leading to sustained top-line
weakness and potential market share loss in major categories;
-- Leverage moving toward mid-3x as a result of poor performance,
material debt-financed share buybacks or acquisitions.
LIQUIDITY
Ample Liquidity, Manageable Maturities: Conagra maintains an
undrawn $1.25 billion senior unsecured revolving credit facility
that provides backup for its commercial paper program. The company
had $323.2 million outstanding in its commercial paper program and
$251.4 million cash as of Aug. 27, 2017. The majority of this cash,
$244.5 million, was held in foreign countries. It had total debt of
approximately $3.3 billion as of Aug. 27, 2017, with no more than
$350 million maturing in any one year through fiscal 2022.
FULL LIST OF RATING ACTIONS
Fitch has upgraded the following ratings:
Conagra Brands, Inc.
-- Long-Term IDR to 'BBB' from 'BBB-';
-- Short-Term IDR to 'F2' from 'F3';
-- Commercial Paper to 'F2' from 'F3';
-- Senior unsecured credit facilities to 'BBB' from 'BBB-';
-- Senior unsecured notes to 'BBB' from 'BBB-';
-- Subordinated notes to 'BBB-' from 'BB+'.
The Rating Outlook is Stable.
CST INDUSTRIES: Wants Exclusive Plan Filing Extended to Feb. 5
--------------------------------------------------------------
CST Industries Holdings Inc., CST Industries, Inc., and CST Power &
Construction, Inc., ask the U.S. Bankruptcy Court for the District
of Illinois to extend the exclusive periods to file a Chapter 11
plan and solicit acceptances of the plan by 121 days, through and
including Feb. 5, 2018, and April 6, 2018, respectively.
A hearing on the Debtors' request is set for Nov. 14, 2017, at
11:30 a.m. Objections to the request must be filed by Oct. 19 at
4:00 p.m.
The current Exclusive Filing Period was slated to expire Oct. 7,
2017, and the Exclusive Solicitation Period expires Dec. 6.
The Debtors submit that their Chapter 11 cases are sufficiently
large and complex to warrant an extension of the Exclusive Periods.
The Debtors have nearly 500 employees and own and operate five
manufacturing facilities. The Debtors have assets and liabilities
in excess of $90 million. Furthermore, as of the date hereof, the
Debtors are in the midst of conducting a sale of substantially all
of their assets, for which an asset purchase agreement has been
negotiated with a stalking horse bidder.
In the approximately three and a half months that the Debtors'
Chapter 11 cases have been pending, the Debtors, their management,
and their professionals have focused a significant portion of their
time and resources on a sale process for the Debtors' business.
The Debtors have solicited bidders, negotiated an asset purchase
agreement with a stalking horse bidder, and obtained approval of
bidding procedures by which they can conduct a sale pursuant to
section 363 of the U.S. Bankruptcy Code. In addition to the sale
process, the Debtors and their professionals have devoted a
significant amount of time:
(a) negotiating and documenting the Debtors' DIP Financing;
(b) preparing the Schedules of Assets and Liabilities and
Statement of Financial Affairs;
(c) commencing and achieving a settlement in principle of an
adversary proceeding against Oaktree;
(d) retaining professionals to assist in the administration
of the Debtors' Chapter 11 cases and the sale process;
and
(e) responding to various motions for relief and attending
omnibus hearings.
The Debtors submit that the granting of the extensions of the
Exclusive Periods requested herein will maintain an environment
where the Debtors and their creditors can work together toward the
common goal of confirming either a plan of reorganization or a plan
of liquidation. Moreover, the extension is not intended to
pressure creditors to accede to any of the Debtors' demands, nor
will it harm the Debtors' creditors or other parties in interest.
Rather, the primary purpose of the extension is to allow the
Debtors sufficient time to perform all requisite tasks so as to
obtain the maximum value for the benefit of all of the Debtors'
stakeholders.
The Debtors are currently in the process of marketing and selling
substantially all of their assets. At this intermediate stage in
that process, the Debtors are unable to fully evaluate the amount
of funds will be available to propose and confirm a plan of
reorganization or liquidation. The Debtors submit that this
uncertainty is an unresolved contingency that mitigates in favor of
an extension of the Exclusive Periods.
The Debtors say they are generally making payments in the ordinary
course of business to those vendors that are providing goods and
ongoing services on a postpetition basis. Moreover, the Debtors
are cooperating closely with creditors in the event that there are
any complaints with respect to timeliness of payment.
About CST Industries Holdings Inc.
CST Industries, Inc. -- https://www.cstindustries.com/ -- is a
global manufacturer of factory coated bolted steel storage tanks,
aluminum geodesic domes and specialty covers. The Company has five
manufacturing facilities and technical design centers and multiple
regional sales offices located throughout North America and the
United Kingdom. International offices are located in Argentina,
Australia, Brazil, India, Japan, Malaysia, Mexico, Myanmar, Panama,
Singapore, South Africa, Spain, United Kingdom, United Arab
Emirates and Vietnam.
CST Holdings, Inc., parent of CST Industries and CST Power &
Construction, Inc., is a privately held corporation that is
majority-owned by funds affiliated with The Sterling Group, a
Houston, Texas-based private equity firm which owns approximately
60% of CST Holdings' stock. The Sterling Group has held a majority
of CST Holdings' stock since 2006.
CST Industries Holdings Inc., CST Industries, Inc., and CST Power &
Construction, Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-11292) on June 9, 2017. The petitions were signed
by Timothy J. Carpenter, chief executive officer. CST estimated
assets of $50 million to $100 million and debt of $100 million to
$500 million.
Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP are the
Debtors' co-general counsel. Epiq Bankruptcy Solutions, LLC serves
as claims and noticing agent. FTI Consulting Inc. serves as the
Debtors' financial advisor and investment banker.
On June 20, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Lowenstein Sandler LLP as counsel; Shaw Fishman Glantz & Towbin LLC
as co-counsel; and Teneo Restructuring and Teneo Capital LLC as
investment banker.
CUMULUS MEDIA: Will Appeal Nasdaq's Delisting Determination
-----------------------------------------------------------
Cumulus Media Inc. received a notification from the Listing
Qualifications Department of The Nasdaq Stock Market LLC on Oct. 3,
2017, relating to the minimum bid price requirement contained in
Nasdaq Listing Rule 5550(a)(2).
As previously disclosed, because the bid price of the Company's
Class A common stock on the Nasdaq Capital Market had closed below
$1.00 per share for 30 consecutive business days, the Company had
received notice that it was not in compliance with the Rule and had
180 days to regain compliance. The Notice provided that, because
the Company did not regain compliance with the Rule during the
compliance period, the Company's securities would be delisted from
Nasdaq unless the delisting is successfully appealed.
As previously disclosed, the Company has scheduled an appeal
hearing for the delisting notice received relating to Nasdaq's
minimum stockholders' equity requirement. At this appeal hearing,
the Nasdaq hearings panel will consider this additional matter
relating to the minimum bid price requirement in rendering a
determination regarding the Company's continued listing on Nasdaq.
The Company's Class A common stock will continue to trade on the
Nasdaq Capital Market while the appeal hearing is pending. As
previously stated, there can be no assurance that the Company will
be successful in its appeal and that the Nasdaq hearings panel will
grant the Company's request for an extension of time to regain
compliance with either the Rule or the Equity Rule. In each event,
if the Company is unsuccessful in its appeal, or it is not able to
regain compliance with the Rule or the Equity Rule within any
extension of time granted by the Nasdaq hearings panel, the Company
expects that trading in its Class A common stock would thereafter
be suspended and the stock would be removed from listing on Nasdaq.
If the Company's Class A common stock is removed from listing on
Nasdaq, the Company expects that such stock would be eligible to be
traded on the OTC Markets, an electronic quotation service operated
by OTC Markets Group Inc. for eligible securities traded
over-the-counter, on or about the same day or shortly thereafter.
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 June 30, 2017, Cumulus Media had $2.40 billion in total
assets, $2.89 billion in total liabilities and a total
stockholders' deficit of $491.8 million.
* * *
In March 2017, S&P Global Ratings raised its corporate credit
rating on 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% to 60% discount to par.
In April 2017, Moody's Investors Service downgraded Cumulus Media
Inc.'s 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.
DEX SERVICES: Wants Approval to Use of Cash Collateral
------------------------------------------------------
DEX Services, LLC requests the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the interim use of cash
collateral for a period of thirty days in order to pay reasonable
and necessary expenses associated with the Debtor's oilfield
services business.
The Debtor generates accounts receivable from its customers after
performing its services. As of the Petition Date, the Debtor had
$40,128 in outstanding accounts receivable.
In order to operate its oilfield business, the Debtor will incur
expenses relating to fuel, utilities, insurance, parts, supplies,
labor and other office expenditures. The Debtor has prepared a
budget which demonstrates its projected cash inflows and
expenditures for the next 30 days. It provides total projected
expenses of approximately $55,370.
The Debtor owns three tracts of real property located at 10951,
10953 and 10955 Exhibition Lane Road, in Canadian, Texas, where the
Debtor operates its oilfield services company.
The Debtor believes that the value of its real property is
approximately $655,000. The Debtor also believes that the trucks,
trailers, equipment, machinery and parts used at the various oil
and gas wells of the Debtor are valued at approximately
$1,619,800.
The Debtor believes that InterBank is the only creditor with an
interest in the cash collateral. The Internal Revenue Service may
also claim an interest in the cash collateral.
Accordingly, the Debtor proposes to grant InterBank and the IRS (to
the extent that the IRS has a lien on its accounts receivable)
replacement liens in the Debtor's post-petition accounts receivable
generated by the Debtor's oilfield services business in an amount
equal to the amount of the cash collateral actually used by the
Debtor.
A full-text copy of the Debtor's Motion, dated Oct. 3, 2017, is
available at https://is.gd/FDJUk4
InterBank is represented by:
Jason T. Rodriguez, Esq.
Higier Allen & Lautin, P.C.
2711 N. Haskell Ave., Suite 2400
Dallas, Texas 75204
The IRS can be reached through:
Mikeal Smith
Revenue Officer
Internal Revenue Service
1100 Commerce St.
M/S MC5027DAL
Dallas, Texas 75242
About DEX Services, LLC
DEX Services, LLC is privately-held company in Canadian, Texas,
operating under the "Other Professional, Scientific, and Technical
Services" industry. Its principal business address is 10955
Exhibition Lane Road, Canadian, Texas, 79014, Hempill County.
DEX Services filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
17-50242) on Sept. 30, 2017. The petition was signed by James
Poindexter, managing member. The case is assigned to Judge Robert
L. Jones. The Debtor is represented by Brad W. Odell, Esq. at
Mullin Hoard & Brown, L.L.P. At the time of filing, the Debtor
estimated assets and liabilities between $1 million and $10
million.
DEXTERA SURGICAL: Expects $568,000 Third Quarter Revenue
--------------------------------------------------------
Dextera Surgical Inc. announced that revenue for the third quarter
of fiscal 2018 will be approximately $568,000, with a current
backorder of approximately $178,000 for MicroCutter Staplers and
reloads.
"As we have scaled up production of the MicroCutter 5/80, we have
had difficulty qualifying some of the raw material for our reloads
and as a result we experienced limited ability to ship product to
our customers," said Julian Nikolchev, president and CEO of Dextera
Surgical. "We are working diligently to resolve these issues."
Mr. Nikolchev continued, "While we continue to have active
discussions with B. Braun regarding a strategic collaboration,
these discussions are taking longer than expected and with support
from our investment banker, the Board has decided to explore all
strategic options available to us at this time."
About Dextera Surgical
Dextera Surgical -- http://www.dexterasurgical.com/-- designs and
manufactures proprietary stapling devices for minimally invasive
surgical procedures. In the U.S., surgical staplers are routinely
used in more than one million minimally invasive laparoscopic,
video-assisted or robotic-assisted surgical procedures annually.
Dextera Surgical also markets the only 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, sold by Dextera
Surgical under the Cardica brand name, have demonstrated long-term
reliable clinical performance for more than a decade.
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.
Dextera reported a net loss of $15.98 million for the fiscal year
ended June 30, 2016, a net loss of $19.18 million for the year
ended June 30, 2015, and a net loss of $16.96 million for the year
ended June 30, 2014.
As of March 31, 2017, Dextera had $5.79 million in total assets,
$9.64 million in total liabilities and a total stockholders'
deficit of $3.85 million.
DEXTERA SURGICAL: Holders Convert Pref. Shares Into Common Shares
-----------------------------------------------------------------
Broadfin Healthcare Master Fund, Ltd., provided notices on May 15,
2017, converting 98,752 shares of Series A convertible preferred
stock of Dextera Surgical, Inc. into 987,520 shares of the
Company's Common Stock, and Camber Capital Master Fund, LP and two
of its related entities provided notices converting an aggregate of
46,388 shares of the Company's Series A convertible preferred stock
into 463,880 shares of the Company’s Common Stock. These
conversions are exempt from registration pursuant to Section
3(a)(9) of the Securities Act of 1933, as amended.
About Dextera Surgical
Redwood City, California-based 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.
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.
Dextera reported a net loss of $15.98 million for the fiscal year
ended June 30, 2016, a net loss of $19.18 million for the year
ended June 30, 2015, and a net loss of $16.96 million for the year
ended June 30, 2014.
As of March 31, 2017, Dextera had $5.79 million in total assets,
$9.64 million in total liabilities and a total stockholders'
deficit of $3.85 million.
EASTGATE COMMERCE: Taps Goering & Goering as Legal Counsel
----------------------------------------------------------
Eastgate Commerce Center, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Ohio to hire legal
counsel.
The Debtor proposes to employ Goering & Goering, LLC to prepare a
plan of reorganization and provide other legal services related to
its Chapter 11 case.
The attorneys who will be handling the case and their standard
hourly rates are:
Eric Goering $350
Robert Albert Goering $350
T. Martin Jennings $300
Robert Goering $500
The firm received a $21,468 retainer, $1,717 for the filing fee,
and $19,815 for pre-bankruptcy work.
Eric Goering, Esq., disclosed in a court filing that his firm does
not hold any interest adverse to the Debtor and its estate.
The firm can be reached through:
Eric W. Goering, Esq.
Robert A. Goering, Esq.
Robert A. Goering, Esq.
T. Martin Jennings, Esq.
Goering & Goering, LLC
220 West Third Street
Cincinnati, OH 45202
Phone: (513) 621-0912
Email: eric@goering-law.com
About Eastgate Commerce Center LLC
Eastgate Commerce Center, LLC is a privately-held company engaged
in real estate development. It owns a real property located at
4440 Glen Este Withamsville Road, Cincinnati, Ohio, valued at $4.48
million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ohio Case No. 17-13486) on September 28, 2017.
Gregory K. Crowell, manager, signed the petition.
At the time of the filing, the Debtor disclosed $4.49 million in
assets and $3.76 million in liabilities.
Judge Jeffery P. Hopkins presides over the case.
EMEDICAL STRATEGIES: Disclosures OK'd; Plan Hearing on Oct. 30
--------------------------------------------------------------
The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey has approved eMedical Strategies, LLC's
second amended disclosure statement dated Sept. 20, 2017, referring
to the Debtor's plan of reorganization.
The hearing on the confirmation of the Debtor's Plan be will be
held on Oct. 30, 2017, at 10:00 a.m.
Oct. 20, 2017, is the last day for filing written acceptances or
rejections of the Plan. Oct. is also the last day for filing
objections to the confirmation of the Plan.
About eMedical Strategies LLC
eMedical Strategies, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 17-22851) on June 23, 2017.
Paul Yu, member, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than 500,000 and liabilities of less than
$1 million.
The Debtor is represented by Richard D. Trenk, Esq., at Trenk,
DiPasquale, Della Fera & Sodono, P.C.
EMMAUS LIFE: Terminates Letter of Intent With Generex
-----------------------------------------------------
Emmaus Life Sciences, Inc., terminated the Letter of Intent dated
Jan. 16, 2017, as amended, between the Company and Generex
Biotechnology Corporation.
The LOI provided for Generex's acquisition of a controlling
interest of the outstanding capital of the Company for a total
consideration of $225,000,000, consisting of $10,000,000 in cash
and $215,000,000 worth of shares of Generex common stock, in
accordance with the terms and conditions therein.
The termination of the LOI was based on Generex's failure to file
an amendment to its restated certificate of incorporation effecting
an increase in its authorized capital by May 1, 2017, and the
parties' inability to agree on a resolution of certain key
financial accounting issues regarding the financial consolidation
of Emmaus and Generex resulting from the transactions contemplated
in the LOI, which prevented further negotiation and agreement on
key material terms of the formal purchase agreement provided for in
the LOI.
The LOI provides that if the Company terminates the LOI, the
Company is required to refund all deposits paid by Generex to the
Company within sixty days after the date of termination. Generex
has paid the Company $4,000,000 in deposits under the LOI.
About Emmaus Life
Headquartered in Torrance, California, Emmaus Life Sciences, Inc.,
is engaged in the discovery, development, and commercialization of
treatments and therapies primarily for rare and orphan diseases.
Emmaus Life Sciences reported a net loss of $21.17 million on
$461,600 of net revenues for the year ended Dec. 31, 2016, compared
to a net loss of $13.50 million on $590,100 of net revenues for the
year ended Dec. 31, 2015.
As of June 30, 2017, Emmaus Life had $48.42 million in total
assets, $76.17 million in total liabilities, and a total
stockholders' deficit of $27.74 million.
SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations, its total liabilities exceed its
total assets and it has an accumulated stockholders' deficit. This
raises substantial doubt about the Company's ability to continue as
a going concern.
EW SCRIPPS: Moody's Lowers CFR to Ba3 Amid Katz Acquisition
-----------------------------------------------------------
Moody's Investors Service downgrades Scripps (E.W.) Company (The)
Corporate Family Rating (CFR) and Probability of Default (PD)
ratings to Ba3 and Ba3-PD, previously Ba2 and Ba2-PD Rating under
Review for Downgrade (RUR). Moody's also downgraded the Senior
Secured Bank Credit Facilities to Baa3 (LGD2), from Baa2 (LGD1) RUR
for Downgrade, and downgraded the Senior Unsecured notes to B1
(LGD5), from Ba2 (LGD4) RUR for Downgrade. The outlook is Stable.
This concludes Moody's reviews that initiated on August 2, 2017
following the Company's announcement it planned to acquire Katz
broadcast networks in a debt-financed transaction valued at $292
million.
Scripps' closed its acquisition of Katz broadcast networks assets
on October 2, 2017, gaining full ownership and control after
combining its existing 5% minority investment. The transaction
price implies a purchase multiple of approximately 8x 2018
forecasted segment profit, net of tax benefits created by the
stepped up basis in the assets. The transaction was financed with a
$300 million term loan. In 2018, Moody's expects Katz to contribute
revenues and profits of approximately $180 million and $30 million,
respectively.
Issuer: Scripps (E.W.) Company (The)
Downgrades:
-- Probability of Default Rating, Downgraded to Ba3-PD from Ba2-
PD
-- Corporate Family Rating, Downgraded to Ba3 from Ba2
-- Senior Secured Bank Credit Facilities, Downgraded to Baa3
(LGD2) from Baa2 (LGD1)
-- Senior Unsecured Regular Bond/Debenture, Downgraded to B1
(LGD5) from Ba2 (LGD4)
Affirmations:
-- Speculative Grade Liquidity Rating, Affirmed SGL-1
Outlook Actions:
-- Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The announced transaction adds considerable leverage. Moody's
projects pro forma leverage will be near 5.0x (Moody's adjusted
Debt/2 year average EBITDA) at the end of 2017 and 2018. In
addition, Moody's believes the acquired assets are relatively
weaker than Scripps' existing broadcast assets with lower margins.
The multicast business is a relatively new content platform that
has limited distribution and low advertising rates garnering a tiny
fraction (estimated at less than 1%) of the total TV ad market. In
addition, with weak ratings and a limited audience, these
businesses must pay for carriage -- relying on ad demand and
revenue to cover these and other operating costs. Also, there is
some execution risk with a dependence on successfully executing a
shift in the revenue model and extending its distribution beyond
its current partners. Despite the negative implications of the deal
Moody's recognizes a number positive elements. Katz has a strong
market share, the addressable market is growing quickly, Scripps
knows the business well as a current minority owner and distributer
of the content, most of the networks are profitable, all are
growing revenue, and the company has a number of strong
distribution partners.
E.W. Scripps Corporate Family Rating (CFR) is supported by very
high-margin retransmission fees which now represent over 35% of the
revenue mix, and growing faster than 20% annually. Political
revenues also provide significant lift to revenues and EBITDA in
even years, during the election cycle. The company's rating also
benefits from its closely held ownership (family members of E.W.
Scripps) which has historically maintained balanced financial
policies and good liquidity. This has provided cushion during down
years and in good years, the flexibility to invest in core
programming as well as new digital content and strategies.
The credit rating is constrained by exposure to cyclical ad demand,
competitive pressure with ad demand moving to digital and mobile
platforms, and lower-rated TV rankings spread across a range of
market sizes. Combined, these dynamics have led to weak core ad
revenue generated by 33 owned and operated broadcast stations,
reaching 18% of US households. Despite strong local news
programming which ranks #1 or #2 in some markets, 85% audience
share, and over 50% of its stations located in the top 50 DMA's,
there is growing pressure on the core business as the media
ecosystem is being disrupted by new and existing streaming media
service providers who are taking or threatening to take share away
from the traditional pay TV distribution model. Scripps ownership
in low-margin radio stations, investment in digital properties
which are producing operating losses, and below-market rate
retransmission contracts are also a burden.
RATING OUTLOOK
The Stable outlook reflects Moody's expectations that over the next
12-18 months, revenues will approach $1.2 billion, EBITDA margins
will near 20% (Moody's adjusted), generating close to $240 million
of EBITDA (Moody's adjusted). Free cash flow will be more than $100
million, available for repayment of debt, share repurchases and
investments. Moody's expects pro forma leverage will be near 5.0x
(Moody's adjusted), above Moody's 4.25x tolerance for the Ba3
rating, and FCF/debt (Moody's adjusted) will range between 9%-10%.
Interest coverage (Moody's adjusted) will be in the mid 3x range.
Moody's expects Scripps to maintain very good liquidity and assume
there will be no material changes to financial policies, capital
structure, market position, or the operating model.
What Could Change the Rating -- Up
Ratings could be upgraded if leverage (Moody's adjusted debt-to-2
year average EBITDA) is sustained below 3.50x. A positive rating
action would also be considered if the company maintains very good
liquidity, increases its scale, improves its market position,
diversifies its business model, or adopts more conservative
financial policies. In addition, a positive action is also
conditional on a low probability of near-term event risks and the
absence of negative developments including unfavorable changes in
regulation, capital structure, market position, the operating
model, and or key performance measures.
What Could Change the Rating -- Down
Ratings could be downgraded if leverage (Moody's adjusted debt-to-2
year average EBITDA) rises above 4.25x or FCF/Debt (Moody's 2-year
average FCF/debt) falls below mid-single digit percent. A negative
rating action would also be considered if the company's scale
diminished, cash flows fell, more aggressive financial policies
were adopted, liquidity diminished, or Moody's anticipated the
possibility of a material and adverse change market position or
share, regulation, capital structure, key performance measures, or
the operating model.
Headquartered in Cincinnati, OH and founded in 1878, The E.W.
Scripps Company is one of the largest pure-play television
broadcasters based on US household coverage (18%). Broadcasting
operations consist of 33 television stations (15 ABC affiliates, 5
NBC, 2 FOX, and 2 CBS among other networks) in 24 markets, 34 radio
stations (28 FM and 6 AM; roughly 10% of revenue) in eight markets,
television show productions, and the Scripps Washington Bureau in
Washington, D.C. The company's operations also include local and
national digital journalism and information businesses, such as
podcast provider Midroll Media and over-the-top news service Newsy.
The company is publicly traded with the Scripps family controlling
effectively all voting rights (93%) and an estimated 28% economic
interest with remaining shares being widely held. The company
generated $949 million in revenue as of LTM June 30, 2017.
The principal methodology used in these ratings was Media Industry
published in June 2017.
EXCO RESOURCES: Lenders Waive Potential Events of Default
---------------------------------------------------------
EXCO Resources, Inc., certain subsidiaries of EXCO, JPMorgan Chase
Bank, N.A., as administrative agent, and the banks party thereto
entered into the Limited Waiver and Eighth Amendment to Amended and
Restated Credit Agreement, amending EXCO's Amended and Restated
Credit Agreement, dated as of July 31, 2013.
The Amendment provides the Lenders will waive a potential event of
default under the Credit Agreement which may result because of
EXCO's potential failure to comply with the Credit Agreement
financial covenant which requires the ratio of aggregate revolving
credit exposure to consolidated EBITDAX for the four preceding
consecutive fiscal quarters not to exceed 1.2 to 1.0 as of the last
day of the fiscal quarter ending Sept. 30, 2017.
The Amendment also increases the maximum aggregate balance of
deposit accounts maintained at financial institutions (other than
the Administrative Agent) from $250,000 to $1,000,000. In
addition, the Amendment increases the applicable interest rate for
borrowings under the Credit Agreement by 0.25% per annum.
A full-text copy of the Eighth Amendment to Amended and Restated
Credit Agreement, dated as of Sept. 29, 2017, is available for free
at https://is.gd/xU8ZOb
About EXCO
EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil
and natural gas exploration, exploitation, acquisition, development
and production company headquartered in Dallas, Texas with
principal operations in Texas, Louisiana and Appalachia.
EXCO Resources reported a net loss of $225.3 million on $271
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $1.19 billion on $355.70 million of total
revenues for the year ended Dec. 31, 2015. As of June 30, 2017,
EXCO Resources had $696.34 million in total assets, $1.43 billion
in total liabilities and a total shareholders' deficit of $741.12
million.
KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that probable failure to comply with a financial
covenant in its credit facility as well as significant liquidity
needs, raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
In December 2016, Moody's Investors Service downgraded EXCO
Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's
downgrade reflects its eroded liquidity position which is
insufficient to fully fund development expenditures at the level
required to stem ongoing production declines," commented Andrew
Brooks, Moody's vice president. "Absent an injection of additional
liquidity, the source of which is not readily identifiable, EXCO
could face going concern risk as it confronts an unsustainable
capital structure."
In March 2017, S&P Global Ratings raised its corporate credit
rating on EXCO Resources to 'CCC-' from 'SD' (selective default).
The rating outlook is negative. "The upgrade reflects our
reassessment of our corporate credit rating on EXCO after the
company exchanged most of its outstanding 12.5% second-lien secured
term loans for $683 million new 1.75-lien secured payment-in-kind
(PIK) term loans," said S&P Global Ratings' credit analyst
Alexander Vargas.
EXCO RESOURCES: Stephen Toy Quits as Director
---------------------------------------------
EXCO Resources, Inc. announced the resignation of Stephen J. Toy
from the Company's Board of Directors, effective as of Oct. 6,
2017. Mr. Toy originally joined the Board in March 2017.
At the time of his resignation, Mr. Toy was a member of each of the
Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee of the Board. The Company said the
resignation of Mr. Toy was not the result of any disagreement with
the Company on any matter relating to the Company's operations,
policies or practices. Following Mr. Toy's resignation, the
Company will continue to have the required number of independent
directors on its Board committees, as well as a majority of
independent directors, each as required by New York Stock Exchange
listing standards.
About EXCO
EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil
and natural gas exploration, exploitation, acquisition, development
and production company headquartered in Dallas, Texas with
principal operations in Texas, Louisiana and Appalachia.
EXCO Resources reported a net loss of $225.3 million on $271
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $1.19 billion on $355.70 million of total
revenues for the year ended Dec. 31, 2015.
As of June 30, 2017, EXCO Resources had $696.3 million in total
assets, $1.43 billion in total liabilities and a total
shareholders' deficit of $741.1 million.
KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that probable failure to comply with a financial
covenant in its credit facility as well as significant liquidity
needs, raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
In December 2016, Moody's Investors Service downgraded EXCO
Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's
downgrade reflects its eroded liquidity position which is
insufficient to fully fund development expenditures at the level
required to stem ongoing production declines," commented Andrew
Brooks, Moody's vice president. "Absent an injection of additional
liquidity, the source of which is not readily identifiable, EXCO
could face going concern risk as it confronts an unsustainable
capital structure."
In March 2017, S&P Global Ratings raised its corporate credit
rating on EXCO Resources to 'CCC-' from 'SD' (selective default).
The rating outlook is negative. "The upgrade reflects our
reassessment of our corporate credit rating on EXCO after the
company exchanged most of its outstanding 12.5% second-lien secured
term loans for $683 million new 1.75-lien secured payment-in-kind
(PIK) term loans," said S&P Global Ratings' credit analyst
Alexander Vargas.
FIFTH THIRD: Fitch Lowers Preferred Stock Rating to BB
------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
(IDRs) of Fifth Third Bancorp and Fifth Third Bank to 'A-' from
'A'. Fitch has also affirmed the companies' short-term IDRs at
'F1'. The Rating Outlook is Stable.
The rating action reflects an earnings profile that Fitch believes
is more consistent with an 'A-' rating. Fitch still views FITB as a
high quality bank and as in line with the large regional bank peer
group average.
The rating action follows a periodic review of the large regional
banking group, which includes BB&T Corporation (BBT), Capital One
Finance Corporation (COF), Citizens Financial Group, Inc. (CFG),
Comerica Incorporated (CMA), Fifth Third Bancorp (FITB), Huntington
Bancshares Inc. (HBAN), Keycorp (KEY), M&T Bank Corporation (MTB),
MUFG Americas Holding Corporation (MUAH), PNC Financial Services
Group (PNC), Regions Financial Corporation (RF), SunTrust Banks
Inc. (STI), US Bancorp (USB), and Wells Fargo & Company (WFC).
KEY RATING DRIVERS
IDRs, VRs, AND SENIOR DEBT
FITB's downgrade was largely driven by the acceleration of the
Vantiv divestiture, which was unexpected during Fitch last rating
reviews.
FITB announced in August 2017, an agreement to sell its stake
following Vantiv's acquisition of WorldPay Group plc. Vantiv is a
payment processing and technology provider that FITB spun off in
2009. The share sale is expected to result in a $650 million
after-tax gain in 3Q17, which will be used for common share
repurchases in a like amount. While FITB has been clear in its
intent to divest of its ownership of Vantiv, the acceleration of
the sale was outside of Fitch's expectations.
As indicated in Fitch's last rating review, a redeployment of
related gains into share repurchases would likely result in
negative rating action since a complete divestiture would lessen
some earnings volatility; however, without reinvestment or other
organic opportunities, FITB's earnings profile would no longer
benefit from Vantiv-related income and gains, and the bank's
earnings profile could be adversely affected should it not be able
to offset the associated decline.
Despite rating action, Fitch continues to view FITB as a high
credit quality bank, underpinned by a conservative risk appetite,
solid capital profile, and good liquidity levels. FITB also
continues to execute on its project North Star, launched in
September 2016, which includes various initiatives to improve
revenues, reduce expenses and optimize the balance sheet.
In July 2017, FITB indicated that it expects to 1.1% ROA and ROTCE
in excess of 11% in 2018, assuming a December rate increase and two
rate increases next year. FITB's longer-term targets remain
unchanged with a 1.1% to 1.3% ROA, 12% to 14% ROTCE ratio, and an
efficiency ratio below 60%, all to be achieved by the end of 2019.
While these targets reflect an improvement from recent levels,
FITB's earnings profile is no longer expected to be a positive
outlier relative to peers. During 1H17, FITB earned an ROA of 97bps
relative to the peer median (excluding FITB) of 105bps.
Historically, FITB's earnings were a key rating driver, outpacing
peer averages supported by strong efficiency levels, and good
fee-based revenues sources. Fitch now believes FITB's expected
earnings and ratings to be in line with the large regional bank
peer average.
Fitch acknowledges that FITB's strategic priority to have a more
consistent performance through the cycle has likely also impacted
earnings. FITB's loan growth has been well below peer levels for
some time now. Most recently, FITB reported lower loan balances in
2Q17 than a year ago. The year-over-year decrease was primarily
attributable to lower C&I and auto balances. The decline in C&I
balances reflected planned C&I exits from relationships that did
not meet required return targets or credit metrics, while the
declines in auto reflect the company's desire to reduce
lower-returns originations to improve returns on capital, a
decision that was made two years ago.
Underpinning FITB's ratings, it capital profile is consistent with
its ratings, with a CET1 under Basel III of 10.6%, still below the
peer median, but viewed as adequate and roughly 70bps higher than a
a year ago. Over the long term, FITB disclosed that given its risk
profile, the bank could be operated with a CET1 of between 8.5% to
9%, though the company added this was not a target. Further, FITB's
liquidity profile remains solid. The company's modified LCR remains
good at 115% at quarter-end.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
FITB's subordinated debt is notched one level below its VR for loss
severity. FITB's preferred stock is notched five levels below its
VR, two times for loss severity and three times for
non-performance. These ratings are in accordance with Fitch's
criteria and assessment of the instruments non-performance and loss
severity risk profiles and have thus been affirmed due to the
affirmation of the VR.
LONG- AND SHORT-TERM DEPOSIT RATINGS
The uninsured deposit ratings of Fifth Third Bank are rated one
notch higher than the bank's IDR and senior unsecured debt because
U.S. uninsured deposits benefit from depositor preference. U.S.
depositor preference gives deposit liabilities superior recovery
prospects in the event of default.
HOLDING COMPANY
FITB's VR is equalized with those of its operating companies and
banks, reflecting its role as the bank holding company, which is
mandated in the U.S. to act as a source of strength for its bank
subsidiaries. The ratings are also equalized reflecting the very
close correlation between holding company and subsidiary failure
and default probabilities.
SUPPORT RATING AND SUPPORT RATING FLOOR
FITB has a Support Rating (SR) of '5' and Support Rating Floor
(SRF) of 'NF'. In Fitch's view, the probability of support is
unlikely. IDRs and VRs do not incorporate any support.
RATING SENSITIVITIES
VR, IDRs, AND SENIOR DEBT
At their new levels, Fitch views limited downside risk to FITB's
ratings. However, the ratings could be upgraded if FITB is able to
improve its earnings profile such that it consistently outperforms
peers.
Fitch views FITB as a company in the midst of a transition, as the
company attempts to pivot its culture and risk management appetite
to targeting lower credit losses through a cycle. To the extent
that FITB is able to successfully execute on its strategy of
consistently performing better than peers, ratings could be
upgraded.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The ratings for FITB and its operating companies' subordinated debt
and preferred stock are sensitive to any change to the VR.
LONG- AND SHORT-TERM DEPOSIT RATINGS
The long- and short-term deposit ratings are sensitive to any
change to FITB's long- and short-term IDRs.
HOLDING COMPANY
Should FITB's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is potential that Fitch could notch the holding company VR from the
ratings of the operating companies.
SUPPORT RATING AND SUPPORT RATING FLOOR
Since FITB's Support and Support Rating Floors are '5' and 'NF',
respectively, there is limited likelihood that these ratings will
change over the foreseeable future.
The rating actions are as follows:
Fifth Third Bancorp
-- Long-term IDR downgraded to 'A-' from 'A'; Outlook Revised to
Stable;
-- Viability Rating downgraded to 'a-' from 'a';
-- Preferred stock downgraded to 'BB' from 'BB+';
-- Senior debt downgraded to A-' from 'A';
-- Subordinated debt downgraded to 'BBB+' from 'A-';
-- Short-term IDR affirmed at 'F1';
-- Short-term debt affirmed at 'F1';
-- Support affirmed at '5';
-- Support floor affirmed at 'NF'.
Fifth Third Bank
-- Long-term IDR downgraded to 'A-' from 'A'; Outlook Revised to
Stable;
-- Viability Rating downgraded to 'a-' from 'a';
-- Senior debt downgraded to A-' from 'A';
-- Subordinated debt downgraded to 'BBB+' from 'A-';
-- Long-term deposits downgraded to 'A' from 'A+';
-- Short-term deposits affirmed at 'F1';
-- Short-term IDR affirmed at 'F1';
-- Short-term debt affirmed at 'F1';
-- Support affirmed at '5';
-- Support floor affirmed at 'NF'.
FIRST BANCORP: Fitch Puts B- LT IDR on Rating Watch Negative
------------------------------------------------------------
Fitch Ratings has placed First Bancorp's (FBP) 'B-' Long-Term
Issuer Default Rating (IDR), 'B' Short-Term IDR and 'b-' Viability
Rating (VR) on Rating Watch Negative due to the uncertainty of the
impact caused by Hurricane Maria on Puerto Rico.
KEY RATING DRIVERS
IDRS AND VRS
The ratings have been placed on Negative Watch because Fitch
believes that the challenges posed by Hurricane Maria, including
massive destruction to vital infrastructure, homes, businesses, and
other property, could make it difficult for FBP to maintain
positive momentum in asset quality, earnings, and deposit funding
metrics that the company has reported over the past several
quarters.
Historically, FBP's ratings have incorporated the significant
challenges posed by the weak operating environment in Puerto Rico.
However, going forward, Fitch expects the destruction caused by
Hurricane Maria to further weaken the operating environment. Fitch
also expects the hurricane's impact will complicate the
Commonwealth of Puerto Rico's (PR) efforts to reverse outward
migration, generate sustainable economic growth, and address its
fiscal and debt imbalances.
SUPPORT RATING AND SUPPORT RATING FLOOR
The Support Rating of '5' and Support Ratings Floor of 'NF' reflect
Fitch's view that FBP is not considered systemically important, and
therefore the probability of support is unlikely. The IDRs and VRs
do not incorporate any support.
LONG- AND SHORT-TERM DEPOSIT RATINGS
FBP's uninsured deposit ratings at its subsidiary banks are rated
one notch higher than FBP's IDR and senior unsecured debt rating
because U.S. uninsured deposits benefit from depositor preference.
U.S. depositor preference gives deposit liabilities superior
recovery prospects in the event of default.
HOLDING COMPANY
FBP has a bank holding company (BHC) structure with the bank as the
main subsidiary. IDRs and VRs are equalized with those of the
operating companies and banks, reflecting its role as the bank
holding company, which is mandated in the U.S. to act as a source
of strength for its bank subsidiaries. Double leverage is below
120% for the FBP parent company.
RATING SENSITIVITIES
IDRS AND VRS
Fitch expects to resolve the Rating Watch Negative within the next
six months. Fitch also expects that the bank's quarterly financial
results as well as disclosures from the U.S. Federal Government and
the Commonwealth of Puerto Rico will bring greater visibility into
the potential short- and long-term effects that this unprecedented
event may have on financial performance and ultimately the
company's ratings.
SUPPORT RATING AND SUPPORT RATING FLOOR
The Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary support
in case of need.
LONG- AND SHORT-TERM DEPOSIT RATINGS
The ratings of long- and short-term deposits issued by FBP
subsidiaries are primarily sensitive to any change in the company's
IDRs. This means that should a long-term IDR be downgraded, deposit
ratings could be similarly affected.
HOLDING COMPANY
If FBP became undercapitalized or increased double leverage
significantly, there is the potential that Fitch could notch the
holding company IDR and VR from the ratings of the operating
companies.
Fitch has placed the following ratings on Rating Watch Negative:
First BanCorp
-- Long-Term IDR 'B-';
-- Short-Term IDR 'B';
-- Viability Rating 'b-'.
FirstBank Puerto Rico
-- Long-Term IDR 'B-';
-- Long-term deposit 'B/RR3';
-- Short-Term IDR 'B';
-- Short-term Deposits 'B';
-- Viability 'b-'.
Fitch has affirmed the following ratings:
First BanCorp
-- Support '5';
-- Support floor 'NF'.
FirstBank Puerto Rico
-- Support '5';
-- Support floor 'NF'.
FREEDOM HOLDING: May Issue 5 Million Shares Under 2018 Plan
-----------------------------------------------------------
Freedom Holding Corp. filed a Form S-8 registration statement with
the Securities and Exchange Commission to register 5,000,000 shares
of the Company's common stock, par value $0.001 per share issuable
pursuant to its 2018 Equity Incentive Plan. A full-text copy of
the regulatory filing is available for free at:
https://is.gd/MAY4sX
About Freedom Holding
Freedom Holding Corp., formerly known, as BMB Munai, Inc., is
engaged in oil and natural gas exploration and production through
Emir Oil LLP, which was sold to a third party entity in 2011. The
Company has been focused on satisfying its post-closing
undertakings in connection with the sale of Emir Oil, winding down
its operations in Kazakhstan and exploring oil and gas
opportunities.
BMB Munai reported a net loss of $578,139 for the year ended March
31, 2017, a net loss of $491,999 for the year ended March 31, 2016,
and a net loss of $138,634 for the period from Aug. 25, 2014, to
March 31, 2015.
As of June 30, 2017, BMB Munai had $164.6 million in total assets,
$106.6 million in total liabilities and $58.01 million in total
stockholders' equity.
FREESTONE RESOURCES: Incurs $1.38 Million Net Loss in Fiscal 2017
-----------------------------------------------------------------
Freestone Resources, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to the Company of $1.38 million on $1.07 million of
total revenue for the year ended June 30, 2017, compared to a net
loss attributable to the Company of $2.37 million on $1.09 million
of total revenue for the year ended June 30, 2016.
As of June 30, 2017, Freestone had $1.73 million in total assets,
$2.93 million in total liabilities and a total deficit of $1.19
million.
The report from Freestone's independent registered public
accounting firm for the year ended June 30, 2017, includes an
explanatory paragraph stating that the Company has not generated
sufficient cash flows to fund its business operations. These
factors raise substantial doubt that the Company will be able to
continue as a going concern.
The Company has little cash reserves and liquidity to the extent it
receives it from operations and through the sale of common stock.
Cash decreased by $25,682 from $29,791 at June 30, 2016 to $4,109
at June 30, 2017.
Net cash used by operating activities was $832,632 for the year
ended June 30, 2017, compared to net cash used in operations of
$799,397 the prior year. The amount of cash used remained
consistent despite the reduction of expenses and net operating loss
because the two primary areas of decrease, the accrual for future
tire disposal and stock based compensation are both non-cash
expenses.
The cash provided by financing activities was funded by $298,537 of
cash contributed by the non-controller member to Freestone Dynamis
Energy Products, LLC, a joint venture between Dynamis Energy, LLC
and the Company, and a net $476,413 increase in borrowings
primarily from stockholders along with $25,000 in proceeds from the
sale of stock.
The Company is uncertain of its ability to generate sufficient
liquidity from its operations so the need for additional funding
may be necessary. The Company said it may sell stock and/or issue
additional debt to raise capital to accelerate its growth.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/2MhJkq
About Freestone
Freestone Resources, Inc. -- http://www.freestoneresources.com/--
is an oil and gas technology development company. The Company is
located in Dallas, Texas and is incorporated under the laws of the
State of Nevada. The Company's subsidiaries consist of C.C.
Crawford Retreading Company, Inc., Freestone Technologies, LLC and
Freestone Dynamis Energy Products, LLC. The Company's primary
business is the development of new technologies that allow for the
utilization of oil and gas resources in an environmentally
responsible and cost effective way.
GAGAN OIL: Chapter 11 Trustee Taps Bederson as Accountant
---------------------------------------------------------
The Chapter 11 trustee for Gagan Oil, LLC seeks approval from the
U.S. Bankruptcy Court for the District of New Jersey to hire an
accountant.
Donald Biase, the court-appointed trustee, proposes to employ
Bederson LLP to prepare its tax returns and provide other
accounting or financial advisory services.
The firm's standard hourly rates are:
Partners $390 - $515
Directors $325
Managers $300
Supervisors $265
Senior Accountants $260
Semi Sr. Accountants $225
Staff Accountants $170
Paraprofessionals $155
Sean Raquet, a certified public accountant employed with Bederson,
disclosed in a court filing that the firm is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
Bederson can be reached through:
Sean Raquet
Bederson LLP
347 Mt. Pleasant Avenue, Suite 200
West Orange, NJ 07052
Phone: 973-736-3333
Fax: 973-736-9219
About Gagan Oil LLC
Gagan Oil, LLC filed a Chapter 11 petition (Bankr. D.N.J. Case No.
17-11895) on Jan. 31, 2017. The case is assigned to Judge Michael
B. Kaplan. The Debtor is represented by Timothy P. Neumann, Esq.
at Broege, Neumann, Fischer & Shaver, LLC.
Donald V. Biase has been appointed the Chapter 11 trustee.
Wasserman, Jurista & Stolz, PC represents the trustee as bankruptcy
counsel.
GELTECH SOLUTIONS: Issued 428K Common Shares to Chairman
--------------------------------------------------------
GelTech Solutions, Inc., on May 15, 2017, issued Mr. Michael Reger,
the Company's Chairman of the Board and principal shareholder,
428,032 shares of common stock in lieu of a $149,811 interest
payment due under his outstanding convertible note and 1,275,277
shares of common stock in lieu of a $357,063 interest payment due
under the convertible line of credit agreement between Mr. Reger
and the Company.
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 June 30, 2017, Geltech had $2.31
million in total assets, $8.74 million in total liabilities and a
total stockholders' deficit of $6.42 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 the amount of
$4.672 million and $3.345 million, respectively, for the year ended
Dec. 31, 2016, and has an accumulated deficit and stockholders'
deficit of $47.96 million and $6.364 million, respectively, at Dec.
31, 2016. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
GENON ENERGY: Revises Exit Plan, May Cancel Rights Offering
-----------------------------------------------------------
GenOn Energy, Inc., GenOn Americas Generation, LLC, and certain of
their directly and indirectly-owned subsidiaries; and certain
holders of senior unsecured notes issued by GenOn and GAG that are
also members of the respective ad hoc steering committees composed
of GenOn and GAG notes holders entered into the Amended and
Restated Backstop Commitment Letter on October 2, 2017.
The Amended Backtop Letter replaces the Backstop Commitment Letter,
dated as of June 12, 2017, and the first amendment thereto in their
entirety.
The Debtors also entered into an amendment to the Restructuring
Support and Lock-Up Agreement, dated as of June 12, 2017, with NRG
Energy, Inc., and certain required consenting noteholders. The
deal was previously disclosed and entered into by the Debtors, NRG,
certain holders representing greater than 93% in aggregate
principal amount of GenOn's outstanding senior unsecured notes and
certain holders representing greater than 93% in aggregate
principal amount of GAG's outstanding senior unsecured notes
signatory thereto.
The Amended Backstop Letter and the RSA Amendment, among other
things, remove the Debtors' requirement to conduct a rights
offering in connection with the Debtors' exit financing.
The so-called Group A Backstop Parties commit to purchase an amount
of New Secured Notes on the terms set forth in the Term Sheet equal
to: (a) the percentage set forth in a certain schedule accompanying
the Amended Backstop Letter -- which information was not disclosed
in the Company's filing with the Securities and Exchange Commission
-- multiplied by (b) the ratio of (1) the Group A Backstop
Allocation over (2) the Aggregate Notes Amount (as defined in the
Term Sheet), multiplied by (c) the Unallocated Financing (as
defined in the Term Sheet).
The so-called Group B Backstop Parties commit to purchase an amount
of New Secured Notes on the terms set forth in the Term Sheet equal
to: (a) percentage set forth in a certain schedule accompanying the
Amended Backstop Letter -- which information was not disclosed in
the Company's filing with the Securities and Exchange Commission --
multiplied by (b) the ratio of (1) the Group B Allocation Amount
over (2) the Aggregate Notes Amount, multiplied by (c) the amount
of the Unallocated Financing.
The term "Group A Backstop Allocation" means $300 million in
aggregate principal amount of New Secured Notes, and "Group B
Backstop Allocation" means the Aggregate Notes Amount minus the
Group A Backstop Allocation.
On October 2, 2017, the Debtors filed a Second Amended Joint Plan
of Reorganization pursuant to Chapter 11 of the Bankruptcy Code and
a related Disclosure Statement with the Bankruptcy Court. Among
other changes, the Amended Plan and Disclosure Statement remove the
previously-contemplated rights offering, consistent with the
Amended Backstop Letter and the RSA Amendment.
A copy of the Amended and Restated Backstop Commitment Letter,
dated as of October 2, 2017, by and among GenOn Energy, Inc., GenOn
Americas Generation, LLC, the guarantors party thereto and backstop
parties thereto, is available at https://is.gd/jRqNNn
A copy of the First Amendment, dated as of October 2, 2017, to the
Restructuring Support and Lock-Up Agreement, dated as of June 12,
2017, by and among GenOn Energy, Inc., GenOn Americas Generation,
LLC, NRG Energy, Inc. and the consenting noteholders party thereto,
is available at https://is.gd/n6cdMY
A copy of the Debtors' Second Amended Joint Chapter 11 Plan of
Reorganization of GenOn Energy, Inc. and its debtor affiliates, is
available at https://is.gd/RgRPb6
A copy of the Disclosure Statement for the Second Amended Joint
Chapter 11 Plan of Reorganization of GenOn Energy, Inc. and its
debtor affiliates, is available at https://is.gd/4gfnrf
About GenOn Energy
GenOn Energy, Inc., is a wholesale power generation corporation
with 15,394 megawatts in generating capacity, operating operate 32
power plants in eight states. GenOn is subsidiary of NRG Energy
Inc., which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.
GenOn is the product of two mergers since 2010. First, on Dec. 3,
2010, two wholesale power generation companies -- RRI Energy, a
company formerly known as Reliant Energy, and Mirant Corporation --
completed an all-stock, tax-free merger with Mirant becoming RRI's
wholly-owned subsidiary. Following the merger, RRI took its
current name: GenOn.
NRG, through a wholly-owned subsidiary, and GenOn completed a
stock-for-stock merger in a $6 billion deal, with GenOn continuing
as the surviving company on December 14, 2012. NRG, as
consideration for acquiring GenOn's entire equity, issued 0.1216
shares of NRG common stock for each outstanding share of GenOn. In
structuring the merger, NRG "ring-fenced" GenOn's debt, leaving
GenOn's creditors without recourse against NRG's assets in the
event of GenOn's default.
As of March 31, 2017, GenOn Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex.
Lead Case No. 17-33695) on June 14, 2017, to implement a
restructuring plan negotiated with stakeholders prepetition. The
Debtors' cases have been assigned to Judge David R. Jones.
Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A.
Clement, PLLC, is the local counsel. Rothschild Inc. is the
financial advisor and investment banker. McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor. Epiq
Systems, Inc., is the claims and noticing agent.
Credit Suisse Securities (USA) LLC serves as GenOn Energy's
financial advisor and investment banker.
Special Counsel to the GAG Steering Committee is Quinn Emanuel
Urquhart & Sullivan, LLP. The Steering Committee of GAG
Noteholders is comprised of Benefit Street Partners LLC, Brigade
Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus
Alternative Asset Management LP, each on behalf of itself or
certain affiliates, and/or accounts managed and/or advised by it or
its affiliates.
Counsel to the GenOn Steering Committee and the GAG Steering
Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq.,
and Marc B. Roitman, Esq., at Ropes & Gray LLP.
Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.
GREAT FALLS DIOCESE: Panel Taps Berkeley Research as Accountant
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Roman Catholic
Bishop of Great Falls, Montana, seeks authority from the U.S.
Bankruptcy Court in Montana to employ Berkeley Research Group, LLC
as accountant and financial advisor to the Committee.
The professional services that Berkeley Research will render are:
a. assist the Committee in investigating the assets,
liabilities and financial condition of the Debtor's or the Debtor's
operations, including a review of any donor restrictions on the
Debtor's assets;
b. assist the Committee in the review of financial related
disclosures required by the Court and/or Bankruptcy Code, including
the Schedules of Assets and Liabilities, the Statement of Financial
Affairs, and Monthly Operating Reports;
c. analyze the Debtor's accounting reports and financial
statements to assess the reasonableness of the Debtor's financial
disclosures;
d. provide forensic accounting and investigations with respect
to transfers of the Debtor's assets and recovery of property of the
estate;
e. assist the Committee in evaluating the Debtor's ownership
interests of property alleged to be held in trust by the Debtor for
the benefit of third parties and/or property alleged to be owned by
non-debtor juridic entities;
f. assist the Committee in the evaluation of the Debtor's
organizational structure, including its relationship with the its
unincorporated parishes and cemeteries, the Eastern Montana
Catholic Foundation, the Community Asset Support Corporation and
other non-debtor organizations that may hold or have received
property of the estate;
g. assist the Committee in evaluating the Debtor's cash
management systems;
h. assist the Committee in the review of financial information
that the Debtors may distribute to creditors and others, including,
but not limited to, cash flow projections and budgets, cash
receipts and disbursement analyses, analyses of various asset and
liability accounts, and analyses of proposed transactions for which
Court approval is sought;
i. attend meetings and assist in discussions with the Debtor,
the Committee, the U.S. Trustee, and other parties in interest and
professionals hired by the above-noted parties as requested;
j. assist in the review and/or preparation of information and
analyses necessary for the confirmation of a plan, or for the
objection to any plan filed in this Case which the Committee
opposes;
k. assist the Committee with the evaluation and analysis of
claims, and on any litigation matters, including, but not limited
to, avoidance actions for fraudulent conveyances and preferential
transfers, and declaratory relief actions concerning the property
of the Debtor's estates;
l. analyze the flow of funds in and out of accounts the Debtor
contends contain assets held in trust for others, to determine
whether the funds were commingled with non-trust funds and lost
their character as trust funds, under applicable legal and
accounting principles; and
m. assist the Committee with respect to any adversary
proceedings that may be filed in the Debtor's Case and provide such
other services to the Committee as may be necessary in this Case.
Berkeley Research's schedule of 2014 billing rates are:
Principals/Directors $470-$650 per hour
Senior Managing Consultants $400-$460 per hour
Consultants/Managing Consultants $280-$395 per hour
Associates/Senior Associates $200-$270 per hour
Paraprofessionals $85-$180 per hour
Marvin A. Tenenbaum, Senior Vice President of Berkeley Research
Group, LLC, attests that neither Berkeley Research nor any of its
professionals or paraprofessionals represent any interest adverse
to the Debtor's, its estate, its creditors, and the Committee in
the matters upon which BRG is to be engaged.
Berkeley Research maintains office at:
Marvin A. Tenenbaum
Berkeley Research Group, LLC
2200 Powell Street
Emeryville, CA 94608
Phone: 510-285-3300
Fax: 510-654-7857
About Roman Catholic Bishop of
Great Falls, Montana
The Roman Catholic Bishop of Falls, Montana, a Montana Religious
Corporate Sole, also known as the Diocese of Great Falls-Billings
-- http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy
petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017.
The petition was signed by Bishop Michael W. Warfel.
In its petition, the Debtor disclosed $20.75 million in total
assets and $14.78 million in total liabilities.
The Hon. Benjamin P. Hursh presides over the case.
Bruce Alan Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD.; and Gregory J. Hatley, Esq., at Davis Hatley
Haffeman & Tighe PC, serves as counsel to the Debtor.
NAI Business Properties and Matt Robertson have been employed as
realtor.
Pachulski Stang Ziehl & Jones LLP is the counsel to the official
committee of unsecured creditors formed in the Debtor's case.
GREEN TERRACE: Files Supplement to Motion Seeking Ch. 11 Trustee
----------------------------------------------------------------
Debtor Green Terrace Condominium Association, Inc., and Angela
Ciriello filed a Supplement to their joint motion for entry of an
order directing the Office of the United States Trustee to appoint
a Chapter 11 Trustee to administer the Debtor's estate and its
affairs together with any and all additional relief which may be
necessary under the circumstances of this case.
The Supplement provides that the Debtor's current Board of
Directors, appointed by a state court Receiver shortly before his
commencement of this Chapter 11 case, is battling to keep control
of the Debtor from reverting back to the members of the prior
dishonest and self-dealing boards controlled by Kenneth Bailynson,
and that Bailynson has been attempting to retake control of the
Debtor by recalling the current Independent Board members and
appointing a "New Bailynson Board."
Since the Original Trustee Motion, the New Bailynson Board has
acted as if it is in complete control of the Debtor. It has
improperly assumed that Bailynson’s recall of the Independent
Board was valid even though it was rejected and challenged through
statutory administrative avenues. It certainly appears from the
DBPR's Order For Answer directed at Bailynson and his insiders and
naming them "respondents," that the New Bailynson Board has jumped
the gun. Finally, it has scoffed at the written notices they
received to the effect that the Independent Board and the Debtor do
not recognize the attempted recall and that it does not consider
any acts that the New Bailynson Board takes to be of any force or
effect.
In addition, the current and on-going actions of the proposed New
Bailynson Board members are creating substantial confusion and
hindering the Debtor's operations. Among other things, they have
independently contacted the Debtor's prior property manager,
arguably in violation of the automatic stay, who has refused to
step down or turn over records to a new property manager, despite
being ordered to do so by this Court, creating inefficiency in the
Debtor's operations.
The Troubled Company Reporter previously reported that the Movants
claim that there is sufficient ground to
appoint a chapter 11 trustee considering that Mr. Bailynson
attempted to recall the Independent Board, whether such recall
valid or not. Further, if the recall occurred, cause exists to
appoint a trustee based on the dishonesty, self-dealing,
incompetence and gross mismanagement of the Debtor's affairs by
current management.
A full-text copy of the Supplement is available at:
http://bankrupt.com/misc/flsb17-19188-104.pdf
About Green Terrace Condominium
Green Terrace Condominium Association, Inc., based in West Palm
Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-19188) on July 21, 2017. In its petition, the Debtor estimated
less than $500,000 in assets and $1 million to $10 million in
liabilities. The petition was signed by Kolman Kenigsberg as
receiver for the Debtor.
Judge Paul G. Hyman, Jr., presides over the case. Eric A Rosen,
Esq., at Fowler White Burnett, P.A., serves as bankruptcy counsel.
The Debtor employs Davenport Property Management as property
manager.
The Debtor's list of 16 unsecured creditors is available for free
at http://bankrupt.com/misc/flsb17-19188.pdf
GREENCROFT OBLIGATED: Fitch Affirms BB+ Rating on 2013A Bonds
-------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on the following bonds
issued by the Indiana Finance Authority on behalf of Greencroft
Obligated Group (GOG):
-- $43.31 million revenue bonds, series 2013A.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a mortgage on GOG's facilities, a gross
revenue pledge, and a debt service reserve fund.
KEY RATING DRIVERS
LONG OPERATING HISTORY: A key credit strength remains GOG's long
operating history in each of its three service areas, which dates
back to 1967. GOG's unit mix is comprised of a higher proportion of
assisted living and skilled nursing units relative to other
continuing care retirement communities (CCRCs), which helps serve
as a market differentiator in a somewhat competitive marketplace.
RELATIONSHIP WITH GREENCROFT COMMUNITIES: Each member of GOG
(Greencroft Goshen, Southfield Village, and Hamilton Grove) are
affiliate entities of Greencroft Retirement Communities (GRC),
which serves as the sole corporate member and manager and provides
various benefits such as financial planning, budgeting, and
management expertise. The strong relationship dates back to the
founding of each affiliate and each obligated group (OG) member has
entered into an affiliation contract with GRC into perpetuity,
which Fitch views favorably.
SUFFICIENT LIQUIDITY POSITION: GOG improved its unrestricted cash
and investment position to $25.5 million in fiscal 2017 which
translates into 279 days cash on hand (DCOH), 36.5% cash to debt,
and 4.8x cushion ratio. These metrics remain sufficient to support
a 'BB+' rating level and are on par with Fitch's below investment
grade (BIG) medians of 283 DCOH, 34.2% cash to debt, and 4.4x
cushion ratio. However, these metrics still remain weaker than
Fitch's 'BBB' category medians of 396 DCOH, 61.5% cash to debt, and
8x cushion ratio.
SOLID CENSUS: GOG has maintained solid census levels in recent
years across all levels of care, which can be attributed to its
focused marketing efforts in independent living units (ILUs) and
tiered pricing strategy in its assisted living units (ALUs). In
fiscal 2017, GOG averaged a solid 93% occupancy in its ILUs, 91% in
its ALUs, and 89% in its skilled-nursing facility (SNF).
ELEVATED, BUT MANAGEABLE DEBT BURDEN: Although slightly elevated,
GOG's debt burden remains manageable as evidenced by maximum annual
debt service (MADS) equating to 14% of fiscal 2017 total revenues
which compares favorably to Fitch's 'BIG' median of 17.1%, yet
still remains weaker than Fitch's 'BBB' category median of 12.4%.
Additionally, low entrance fees from turnover units produced a weak
1.4x MADS coverage in fiscal 2017; however, revenue-only coverage
remained strong at 1.4x.
RATING SENSITIVITIES
OPERATIONAL PERFORMANCE: Given Greencroft Obligated Group's
elevated debt burden and modest coverage levels from low entrance
fees from turnover units, any weakened operational performance
which results in lower coverage levels or a deteriorating liquidity
position could lead to negative rating pressure. Alternatively,
improved profitability that leads to strengthened liquidity metrics
may lead to positive rating movement.
GREENHILL & CO: Moody's Keeps Ba2 CFR Following Term Loan Upsize
----------------------------------------------------------------
Moody's Investors Service has kept unchanged its ratings for
Greenhill & Co., Inc.'s corporate family rating and senior secured
term loan and revolving credit facility, after the term loan was
upsized to $350 million from $300 million. The outlook is stable.
As previously announced, Greenhill plans to utilize the proceeds
from its proposed new term loan, along with newly issued equity to
repurchase common stock and to pay-down its existing debt of around
$75 million. The upsize of $50 million will result in a debt
balance of $350 million, instead of $300 million. Greenhill does
not plan to immediately draw upon the revolver, which remains at
$20 million capacity following the upsize.
Moody's said Greenhill's creditworthiness is underpinned by a
profitable franchise with a high level of pre-tax margins supported
by a variable compensation model. Greenhill has historically
operated at a relatively low compensation ratio compared to other
peers in the M&A advisory space, allowing the firm to maintain a
certain level of flexibility during low revenue periods. Moody's
said that the transaction leaves the firm with little headroom for
additional leverage at the current rating level.
What Could Change the Rating -- Up
* Demonstrated shift towards a more conservative financial policy
and debt repayment
* Strengthened cash flow generation resulting in an improved credit
profile that sustains a reasonable debt service capacity at the
bottom of the economic cycle
What Could Change the Rating -- Down
* The absence of anticipated improvement in cash flows and if it
becomes less likely that the firm will be able to de-lever below
4.5x by year-end 2018
* An incremental increase in debt to fund share repurchases or
dividends
* A significant and prolonged deterioration in cash flow generation
due to an extended downturn in M&A advisory markets or the
departure of key personnel and absence of efforts to controlling
costs
GULFPORT ENERGY: Moody's Rates New $450MM Unsecured Notes B2
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Gulfport Energy
Corporation's (Gulfport) proposed $450 million notes due 2026.
Gulfport's other ratings and its positive rating outlook were
unchanged.
The note proceeds will be used to repay the outstanding borrowings
under Gulfport's secured revolving credit facility and for capital
spending.
"While this debt offering will increase Gulfport's gross debt by
about 12%, this is not material enough to change Moody's views on
Gulfport's positive operating and credit trends," said Sajjad Alam,
Moody's Senior Analyst.
Issuer: Gulfport Energy Corporation
Assignments:
-- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5)
RATINGS RATIONALE
The new notes will be issued under a new indenture and will rank
equally in right of payment with Gulfport's existing senior notes.
The proposed notes will have the same upstream guarantees from
Gulfport's current and future restricted subsidiaries, and will not
be guaranteed by Grizzly Holdings, Inc. or any future unrestricted
subsidiaries. The proposed notes are rated B2, one notch below the
B1 CFR given the substantial size of Gulfport's borrowing base
credit facility, which has a first-lien claim to the company's
assets. Gulfport's $1.0 billion borrowing base will not be reduced
because of this debt offering.
Gulfport's B1 Corporate Family Rating (CFR) is supported by the
company's substantial acreage position and drilling inventory in
the Utica Shale in eastern Ohio and the SCOOP play in Oklahoma,
strong production and reserves growth potential even in a low
commodity price environment, and manageable leverage and liquidity
position. Gulfport's substantial hedge protection through 2018,
firm-transportation arrangements to move gas out of eastern Ohio,
and good liquidity should support its planned growth through 2018.
The B1 CFR also reflects the risks of the company's large capital
requirements for developing its high-decline Utica assets that have
historically produced recurring negative free cash flow, and a
natural gas weighted and concentrated production and reserves base
in the Utica Shale. While the SCOOP assets have added
diversification and increased liquids production, the company still
needs do significant amount of drilling and invest large sums of
capital to fully develop these assets. Based on Moody's
expectations of relatively low natural gas prices in North America
in the foreseeable future, Moody's expects the company to develop
its acreage in a manner that would not materially increase
financial leverage.
Gulfport's positive outlook reflects its good organic production
and reserves growth prospects over the next several years without
any meaningful rise in financial leverage. An upgrade to Ba3 could
be considered if the company continues to exhibit strong production
and reserve growth in the Utica, demonstrates good operating and
capital efficiency with the newly acquired assets, and sustains a
retained cash flow to debt ratio in excess of 35% and a leveraged
full-cycle ratio above 1x. The B1 CFR could be downgraded if the
future increases in debt outpace the growth in production and
reserves, or if the retained cash flow to debt ratio drops below
20%.
The principal methodology used in this rating was Independent
Exploration and Production Industry published in May 2017.
Gulfport is a publicly traded exploration and production company
with principal producing assets in the Utica Shale, SCOOP play in
Oklahoma and the Louisiana Gulf Coast and headquartered in Oklahoma
City, Oklahoma.
GULFPORT ENERGY: S&P Rates New $450MM Senior Unsecured Notes 'B+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating (the same
as the corporate credit rating) and '4' recovery rating to
U.S.-based exploration and production (E&P) company Gulfport Energy
Corp.'s proposed $450 million senior unsecured notes due 2026. The
'4' recovery rating indicates S&P's expectation of average (30% to
50%; rounded estimate: 45%) recovery in the event of default. The
rating reflects S&P's expectation the company will use the proceeds
to pay down its outstanding borrowings on its credit facility and
for general corporate purposes.
S&P said, "The ratings on Gulfport Energy reflect our assessment of
the company's weak business risk profile and significant financial
risk profile. These assessments reflect our view of the company's
geographic concentration in the Utica shale and more recent entry
into the Scoop basin, as well as its aggressive capital spending
over the past few years, which we expect to continue. The ratings
also reflect a negative comparable ratings analysis (CRA) to the
anchor to reflect Gulfport's limited scale of operations, in
particular its high proved-undeveloped content and smaller
production levels, relative to 'BB-' rated peers.
These weaknesses are partially buffered by the company's
significant growth potential in the Utica shale and SCOOP basin, as
well as our expectation that funds from operations to debt will
remain above 20% despite the company's aggressive spending program
and growth targets. Our 'B+' corporate credit rating and positive
outlook on Gulfport are unchanged."
RATINGS LIST
Gulfport Energy Corp.
Corporate Credit Rating B+/Positive/--
New Rating
Gulfport Energy Corp.
Senior Unsecured
$450 mil notes due 2025 B+
Recovery rating 4(45%)
GV HOSPITAL: Seeks to Hire Kaufman Hall as Sales Agent
------------------------------------------------------
GV Hospital Management, LLC has filed a motion seeking approval
from the U.S. Bankruptcy Court for the District of Arizona to hire
a sales agent.
In its motion, GV Hospital proposes to employ Kaufman Hall &
Associates, LLC to pursue a sale of assets of the company and its
affiliates.
The sale will be conducted as an alternative to confirmation of the
Debtors' joint Chapter plan of reorganization and is intended to
conclude with a sale in January 2018 if the plan has not been
confirmed by then.
Kaufman will be paid on a fixed fee basis in accordance with this
compensation arrangement:
(i) $25,000 per month until a sale is completed or its
services are terminated;
(ii) $375,000 upon receipt of a stalking horse bid;
(iii) $375,000 upon completion of an auction; and
(iv) $750,000 upon closing of a sale for $39.2 million or
less, provided that the firm will be paid an additional
5% of the amount, if any, by which the total
consideration exceeds $39.2 million.
The firm does not hold or represent any interest adverse to the
Debtors or their estates, according to court filings.
Kaufman can be reached through:
Anu Singh
Kaufman Hall & Associates, LLC
5202 Old Orchard Road, Suite 700
Skokie, IL 60077-4459
Phone: (847) 965-3273
About GV Hospital Management LLC
Green Valley Hospital -- http://www.greenvalleyhospital.com/-- is
a licensed and general acute care hospital open 24 hours a day,
seven days a week. It cost more than $75 million to construct and
equip. The facility opened in May of 2015. The hospital is a
49-bed general acute care hospital with a 12-bed emergency
department. The hospital currently has 337 employees and has
credentialed over 232 physicians on its medical staff.
GV Hospital Management, LLC dba Green Valley Hospital, and its
affiliates Green Valley Hospital, LLC dba Green Valley Hospital and
GV II Holdings, LLC, filed Chapter 11 petitions (Bankr. D. Ariz.
Case Nos. 17-03351, 17-03353 and 17-03354, respectively) on April
3, 2017. Grant Lyon, chairman of the Board, signed the petitions.
The cases are jointly administered.
GV Hospital Management estimated $50 million to $100 million in
assets and liabilities. Green Valley Hospital estimated $1 million
to $10 million in assets and up to $100 million in liabilities. GV
II Holdings estimated under $1 million in assets and $50 million to
$100 million in liabilities.
The cases are assigned to Judge Scott H. Gan.
The Debtors are represented by S. Cary Forrester, Esq., and John R.
Worth, Esq., at Forrester & Worth, as bankruptcy counsel. The
Debtors hired Edwards Largay Mihaylo & Co., PLC as tax accountant.
The Office of the U.S. Trustee on May 17 appointed an official
committee of unsecured creditors. The committee hired Perkins Coie
LLP as bankruptcy counsel.
Susan N. Goodman, RN JD, was appointed Patient Care Ombudsman for
GV Hospital Management, LLC.
HARBORSIDE ASSOCIATES: Taps Proto Group as Real Estate Broker
-------------------------------------------------------------
Harborside Associates, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Connecticut to hire a real estate
broker.
The Debtor proposes to employ The Proto Group, LLC in connection
with the sale of its property located at 946 Ferry Boulevard,
Stratford, Connecticut.
Proto Group will charge the Debtor on a contingent fee basis of 5%
of the sales price of the property. The firm, however, will not
seek a commission if the property is sold to a lien holder of the
property.
The firm has recommended an initial listing price of $2.5 million
for the property.
Louis Proto, principal of Proto Group, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Louis M. Proto
114A Washington Avenue
North Haven, CT 06473
Phone: (203) 234-6371
Fax: (203) 234-6372
About Harborside Associates
Harborside Associates, LLC, a single asset real estate as defined
in 11 U.S.C. Section 101(51B), owns real property located at 946
Ferry Boulevard, Stratford, Connecticut.
The Debtor filed a Chapter 11 petition (Bankr. D. Conn. Case No.
17-50749) on June 28, 2017. The petition was signed by Luciano
Coletta, duly authorized member of Hermanos, LLC. The Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Julie A. Manning presides over the case. Douglas S. Skalka,
Esq., at Neubert Pepe & Monteith, P.C., serves as bankruptcy
counsel to the Debtor.
The Debtor previously sought bankruptcy protection (Bankr. D. Conn.
Case No. 11-50738) on April 12, 2017.
HELIOS AND MATHESON: Issues 350,516 Stock Warrants to Agent
-----------------------------------------------------------
As partial payment for placement agent services received by Helios
and Matheson Analytics Inc.'s placement agent in connection with
certain Senior Secured Convertible Notes issued to an accredited
investor on Sept. 7, 2016, Dec. 2, 2016, Feb. 7, 2017, and Aug. 16,
2017, the Company is required to issue and deliver five-year
warrants for the purchase of 8% of the number of shares of the
Company's common stock into which the unrestricted principal of the
Convertible Notes becomes convertible. The Placement Agent
Warrants cannot be exercised for a period of six months from the
applicable date of issuance, except those Placement Agent Warrants
issued in connection with the Sept. 7, 2016, and the Dec. 2, 2016,
Convertible Notes which are immediately exercisable. The terms of
the Placement Agent Warrants may not be exercised if, after giving
effect to the exercise, the Placement Agent, together with its
affiliates, would beneficially own in excess of 4.99% of the number
of shares of the Company's common stock outstanding immediately
after giving effect to the issuance of the the Placement Agent
Warrant Shares. Upon not less than 61 days' prior notice to us,
the Placement Agent may increase or decrease the ownership
limitation to an amount not exceeding 9.99% of the number of shares
of the Company's common stock outstanding immediately after giving
effect to the issuance of the the Placement Agent Warrant Shares.
The terms of the Placement Agent Warrants provide that, if, after
the first anniversary of the applicable issuance date of each
Placement Agent Warrant, there is no effective registration
statement registering, or no current prospectus available for, the
resale of the the Placement Agent Warrant Shares by the Placement
Agent, then the Placement Agent Warrant may also be exercised, in
whole or in part, by means of a "cashless exercise". On Oct. 3,
2017, the Company agreed to waive the Cashless Exercise Conditions
applicable to each of the Placement Agent Warrants, permitting the
immediate cashless exercise of the Placement Agent Warrants.
As of Oct. 5, 2017, the Company is required to issue, or has
issued, Placement Agent Warrants to purchase an aggregate of
350,516 shares of common stock as set forth below.
Number of Shares of Common Stock Exercise Price
-------------------------------- --------------
9,908 $9.36
9,908 $ 8.075
10,898 $ 8.075
18,000 $ 4.54
22,000 $ 4.54
60,000 $ 4.00
20,000 $ 4.00
56,000 $ 3.00
6,134 $ 3.00
77,334 $ 3.00
5,867 $ 3.00
2,667 $ 3.47
36,600 $ 6.13
15,200 $ 6.13
The Company will continue to issue placement agent warrants to the
Placement Agent to the extent the Investor pays the Company the
outstanding balance of the $8.8 million promissory note given by
the Investor to the Company on Aug. 16, 2017 as partial payment for
the Convertible Notes.
As of Oct. 5, 2017, the Company has outstanding 9,618,129 shares of
common stock.
Moreover, on Oct. 1, 2017, the Company issued a Senior Convertible
Note in the principal amount of $697,000 to an accredited investor
pursuant to an Amendment and Exchange Agreement, dated Oct. 1,
2017, on the basis and subject to the terms and conditions set
forth in the Exchange Agreement in exchange for a Senior
Convertible Note issued on Sept. 20, 2017, pursuant to an Amendment
and Exchange Agreement, dated Sept. 19, 2017. The Initial Exchange
Note was issued by the Company. On Oct. 2, 2017, the Second
Exchange Note was converted in full in accordance with its terms
into an aggregate of 232,334 shares of common stock at a conversion
price of $3.00.
The Second Exchange Note was issued on such other terms and
conditions that are identical to the terms of the Initial Exchange
Note, except that the number of shares issuable upon conversion of
the Second Exchange Note are limited if the issuance of such
shares, in conjunction with other shares of common stock that may
be issuable by the Company, would exceed the aggregate number of
shares of common stock which the Company may issue without
breaching the rules and regulations of The Nasdaq Stock Market, LLC
including rules related to the aggregation of offerings under
NASDAQ Listing Rule 5635(d). In the event that the Company would
have been prohibited from issuing any shares of common stock due to
the Exchange Cap, in lieu of issuing and delivering the Exchange
Cap Shares to the Investor, the Company would have been required
pay cash to the Investor at a price equal to the product of (A) the
number of Exchange Cap Shares and (B) the greatest closing sale
price of the common stock on any trading day during the period
commencing on the date the Investor had delivered to the Company
the exercise notice with respect to the Exchange Cap Shares and
ending on the date of payment by the Company to the Investor.
About Helios and Matheson
Since 1983, Helios and Matheson Analytics Inc. --
http://www.hmny.com/-- has provided information technology
services and solutions to Fortune 1000 companies and other large
organizations. The Company offers its clients an enhanced suite of
services of predictive analytics with technology at its foundation
enriched by data science. The Company is headquartered in New York
City and has an office in Bangalore India. The Company's common
stock is listed on The NASDAQ Capital Market under the symbol
"HMNY".
Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, compared to a net loss of $2.11 million
for the year ended Dec. 31, 2015. As of June 30, 2017, Helios and
Matheson had $12.75 million in total assets, $2.06 million in total
liabilities and $10.68 million in total shareholders' equity.
For the six months ended June 30, 2017, net cash provided by
financing activities was $3.9 million as compared to $0 for the six
months ended June 30, 2016. In management's opinion, there is
substantial doubt about the Company's ability to continue as a
going concern through one year after the issuance of the
accompanying financial statements. Management has evaluated the
significance of the conditions in relation to the Company's ability
to meet its obligations and concluded that without additional
funding the Company will not have sufficient funds to meet its
obligations within one year from the date of the condensed
consolidated financial statements were issued. While management
continues to plan on raising additional capital from investors to
meet operating cash requirements, there is no assurance that
management’s plans will be successful.
HOUSTON AMERICAN: May Issue 5 Million Shares Under 2017 Stock Plan
------------------------------------------------------------------
Houston American Energy Corp. filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
5,000,000 shares of common stock, par value $0.001 per share, of
the Company that may be issued and sold under the Company's 2017
Equity Incentive Plan. A full-text copy of the prospectus is
available for free at https://is.gd/s6vK9I
About Houston American Energy
Based in Houston, Texas, Houston American Energy Corp.
(NYSEMKT:HUSA) -- http://www.HoustonAmericanEnergy.com/-- is an
independent energy company with interests in oil and natural gas
wells, minerals and prospects. The Company's business strategy
includes a property mix of producing and non-producing assets with
a focus on Texas, Louisiana and Colombia.
Houston American reported a net loss of $2.64 million on $165,910
of oil and gas revenue for the year ended Dec. 31, 2016, compared
to a net loss of $3.83 million on $429,435 of oil and gas revenue
for the year ended Dec. 31, 2015. At June 30, 2017, Houston
American had $4.86 million in total assets, $616,366 in total
liabilities and $4.24 million in total shareholders' equity.
GBH CPAs, PC, in Houston, Texas -- http://www.gbhcpas.com/--
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, noting that
the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.
IMH FINANCIAL: Expands Luxury Hotel Portfolio in Sonoma
-------------------------------------------------------
IMH Financial Corporation has acquired MacArthur Place Hotel & Spa,
an upscale 64-room hotel situated on a five-acre parcel in Sonoma,
California. The Scottsdale-based group also manages L'Auberge de
Sedona and Orchards Inn, both in Sedona, Arizona. IMH Financial
purchased the Hotel and related assets from 29 East MacArthur, LLC
for $36 million.
"The historical significance and provenance of MacArthur Place are
precisely the attributes we seek when acquiring a boutique
property," said Lawrence Bain, chairman and CEO of IMH. "We look
forward to bringing the same five-star level of service and quality
to the Sonoma community as we have in Sedona."
IMH is planning a major renovation of the entire facility including
the arrival experience, reception, culinary venues, spa, pool and
all of the guest rooms and suites. Upon completion, which is
anticipated by early summer, IMH plans to rebrand the hotel as
L'Auberge de Sonoma, adding another property to their boutique
5-star resort portfolio.
"The unique nature of the 160-year-old property and its Victorian
architecture makes this project exciting and fun for the guest and
our team alike," Bain continued. "We will expand MacArthur's
outdoor setting to include dining and seating so that the amazing
gardens can be enjoyed to the fullest."
Originally a prestigious vineyard and working ranch, MacArthur
Place has long been a centerpiece of the Sonoma community.
Currently, there are 19 buildings on the parcel, including a spa,
meeting space, restaurant and pool. The inn is a short distance
from historic Sonoma Plaza, home to a vibrant farmers' market,
local cafes, world-class wineries, fine dining, shops and
galleries.
"IMH are stewards first, who will honor the heritage of MacArthur
Place while taking Sonoma hospitality to the next level. We are
excited about IMH's plans to build on what we created here at
MacArthur Place and continuing to improve it for future guests,"
said Suzanne Brangham, developer of the hotel.
The team of agents who represented MacArthur Place were Henry Bose
and Mark McDermott from CBRE in San Francisco.
Sonoma is a 45-minute drive from San Francisco with a steady stream
of wine-enthusiasts lured by the sense of discovery. Sonoma County
is one of the largest wine regions in the world and houses more
than 425 wineries and approximately 60,000 acres of vineyards.
By the end of the year, IMH expects to acquire another high-end
boutique resort property to re-brand as its third L'Auberge
property, expanding the IMH collection of resort hotels renowned
for luxurious, high-touch service and bespoke guest experiences.
Under IMH's management, L'Auberge de Sedona was ranked the No. 1
hotel in the Southwest by Conde Nast Traveler's Readers' Choice
Awards in 2016. The 88-room property offers world-class dining,
award-winning wellness programming and partnerships with Sedona
vendors that make it easy for visitors to discover the best of the
destination.
In connection with the acquisition of the Hotel, the Company
entered into a building loan agreement/disbursement schedule and
related agreements with MidFirst Bank, dated as of Oct. 2, 2017, in
the amount of $32.3 million, of which approximately $19 million was
utilized for the purchase of the Hotel, approximately $10.0 million
is being set aside to fund planned hotel improvements, and the
balance for interest reserves and operating capital. The Loan
requires IMH to fund minimum equity of $17.4 million, the majority
of which was funded at the time of the Hotel purchase and the
balance of which will be funded during the renovation period. The
Loan has an initial term of three years, and may be extended for
two one year periods if the loan is in good standing and upon
satisfaction of certain conditions, and upon payment of a fee of
0.35% of outstanding principal per extension. The Loan requires
interest-only payments during the initial three-year term and bears
floating interest equal to the 30-day LIBOR rate plus 3.75%, which
may be reduced by 0.25% if certain minimum compensating balances
are maintained at the Bank and by 0.50% if certain additional
conditions are met.
The Loan is secured by a deed of trust on all Hotel real property
and improvements, and a security interest in all furniture,
fixtures and equipment, licenses and permits, and Hotel and related
revenues. IMH has agreed to provide a construction completion
guaranty with respect to the planned Hotel improvement project
which will be released upon payment of all project costs and
receipt of a certificate of occupancy. In addition, IMH has
provided a loan repayment guaranty of 50% of the Loan principal
along with a guaranty of interest and operating deficits, as well
as other customary carve-out matters such as bankruptcy and
environmental matters. Under the guarantees, IMH is required to
maintain a minimum book value net worth of $50.0 million and
minimum liquidity of $5.0 million throughout the term of the Loan.
In addition, the Loan requires the Hotel to establish various
operating and reserve accounts at the Bank which are subject to a
cash management agreement. In the event of default, the Bank has
the ability to take control of such accounts for the allocation and
distribution of proceeds in accordance with the cash management
agreement.
About IMH Financial Corp
Scottsdale, Ariz.-based IMH Financial Corporation is a real estate
finance and Hospitality investment company based in Scottsdale,
Arizona, with extensive experience in various aspects of commercial
real estate lending and investment. Since 2003, IMH has invested
over $1.4 billion in real estate projects in Arizona, California,
Nevada, Utah, Idaho, Minnesota, New Mexico, and Texas. IMH's
primary expertise is in acquiring, financing, or developing
commercial, residential and hospitality real estate, primarily in
the southwestern United States, as well as the management of
several existing commercial operations.
IMH Financial reported a net loss attributable to common
shareholders of $12.25 million on $33.68 million of total revenue
for the year ended Dec. 31, 2016, compared to a net loss
attributable to common shareholders of $18.90 million on $32.49
million of total revenue for the year ended Dec. 31, 2015.
As of June 30, 2017, IMH Financial had $89.56 million in total
assets, $23.50 million in total liabilities, $33.47 million in
redeemable convertible preferred stock, and $32.59 million in total
stockholders' equity.
IRONGATE ENERGY: Moody's Withdraws C Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings of IronGate
Energy Services LLC, including the company's C Corporate Family
Rating (CFR), C-PD Probability of Default Rating (PDR) and C senior
secured notes rating.
The following summarizes the rating actions.
Withdrawals:
Issuer: IronGate Energy Services, LLC
-- Probability of Default Rating, Withdrawn, previously rated C-
PD
-- Corporate Family Rating, Withdrawn, previously rated C
-- Senior Secured Regular Bond/Debenture, Withdrawn, previously
rated C(LGD5)
Outlook Actions:
Issuer: IronGate Energy Services, LLC
-- Outlook, Changed To Rating Withdrawn From Stable
RATINGS RATIONALE
Moody's has withdrawn the ratings for its own business reasons.
IronGate Energy Services, LLC, based in Houston, Texas, is a
provider of rental and tubular services to the oil and gas
exploration and production industry.
J&M FOOD SERVICES: Court Denies Bid to Assume Camel Lease
---------------------------------------------------------
Judge Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona denies J&M Food Services LLC's assumption of
the Lease with Camel Investment L.L.C. due to its failure to file a
written motion or make an oral motion to assume the lease before
the deadline to assume or reject executory on June 18, 2017.
The Debtor is an Arizona limited liability company initially formed
by Jay Ji-Hoon Chung and his then girlfriend, Maggie Liao.
Initially, Chung and Liao were the only members of Debtor.
On May 8, 2014, the Debtor and the Landlord -- Camel Investment
L.L.C. -- entered into a written Lease calling for the Debtor's
occupancy of the Landlord's commercial real estate located at 4320
N. Miller Rd. in Scottsdale, Arizona, where the Debtor currently
operates its restaurant business under the name "Sushi J." Jay
Ji-Hoon Chung guaranteed the Lease.
Approximately 18 months ago, the Landlord approached Mr. Chung
about relocating Sushi J from the Premises to the Landlord's
property at 4412 N. Miller Rd. in Scottsdale, Arizona. The Premises
and Replacement Premises are both at the Landlord's
Camelback-Miller Plaza and are located about 150 yards from each
other.
On July 8, 2016, the Landlord and D'Lite executed a letter of
intent calling for D'Lite to occupy the Premises starting April 1,
2017. Rather than relocate the Debtor to the Replacement Premises,
the Landlord entered into a lease for that building with P&J Food
Services, LLC -- a limited liability company owned by Pajman Mir
Malihi.
After a dispute arose between Liao and Chung, Liao commenced
litigation in the Arizona Superior Court, Maricopa County at
CV2017-052353, against Chung, the Landlord, and others, alleging
among other things, that money was being directed from the Debtor
by Chung and that Chung colluded with the Landlord to enable Chung
to usurp the Debtor's opportunity to lease the Replacement
Premises. Subsequently, James C. Sell was appointed by the State
Court as receiver of the Debtor.
Fearing a lockout of the Premises by the Landlord, Liao caused the
Debtor to file its voluntary chapter 11 bankruptcy petition. On
March 1, 2017, the Landlord filed its first motion for stay relief
claiming that the Lease was not property of the bankruptcy estate,
which the Court denied after oral argument at a hearing held on
April 27, 2017.
The date for the Debtor to assume or reject the Lease expired on
June 18, 2017. So that on June 23, 2017, the Landlord filed its
second motion for stay relief claiming that the Debtor failed to
timely file its motion to assume the Lease and, under Section
365(d)(4), the Lease is deemed rejected and the Premises must be
surrendered to the Landlord.
The Court concludes that the Debtor's lease with the Landlord was
deemed rejected on June 19, 2017. Accordingly, the Court grants the
Landlord -- Camel Investment L.L.C.'s Second Stay Lift Motion.
The Landlord contends it did not know the Debtor intended to assume
the Lease nor did the Debtor intend to assume the Lease because the
Debtor had been trying to relocate into the Replacement Premises.
This Court finds that, since the Landlord wants the Debtor to
relocate and has a tenant ready to take over the Premises, it is
not inconsistent for the Debtor to simultaneously desire to assume
the Lease and relocate into the Replacement Premises.
The Court further finds that the Debtor's filings and oral
presentations before the Court were consistent with the Debtor's
intent to assume the Lease and that the Debtor's desire was known
(or should have been understood) by the Landlord. Nevertheless, the
Court says that Debtor's intentions and the Landlord's
understandings do not constitute an oral motion to assume the Lease
prior to the June 18, 2017 deadline imposed by Section 365(d)(4).
As to the possibility that the Debtor's actions constituted an
implicit or de facto motion to assume the Lease, this Court agrees
with the Ninth Circuit's Bankruptcy Appellate Panel interpretation
of Section 365(d)(4) and related Bankruptcy Rules in the case of In
re Treat Fitness Center, Inc., 60 B.R. 878 (9th Cir. BAP 1986),
were the Ninth Circuit held: "If neither a timely written or oral
motion or a filed plan seek assumption of an unexpired lease, that
lease is deemed rejected once the 120-day period expires. The Court
does not have the freedom to rescue a debtor that has all the right
intentions if the debtor's actions do not culminate in a timely
filed plan, a written motion, or a proper oral motion timely made
in open court."
As such, even though the Court finds that the Debtor intended to
assume the Lease and the Landlord knew or should have known this
fact, the Court is not free to enter a nunc pro tunc order allowing
the assumption of a lease where the statute deems the lease
rejected when the lease is not timely assumed.
The Court also concludes that the Landlord did not intend to
relinquish its Lease rejection rights, considering that (a) the
Landlord's second motion for stay relief was filed on June 23,
2017, four days after the Lease was deemed rejected; (b) the
Landlord wanted to be paid for the Debtor's use of the Premises
before and after the Lease was rejected. The Court explains that
accepting several monthly payments does not constitute a waiver of
the Lease rejection, even if those payments were on account of
amounts owed at the Petition Date. The Court concludes that the
Landlord wants the Debtor out of the Premises.
The adversary proceeding is In re: J & M FOOD SERVICES LLC, Chapter
11 Proceedings, Debtor. CAMEL INVESTMENT L.L.C., Movant, v. J&M
FOOD SERVICES LLC, Respondent, Case No. 2:17-bk-01466-DPC, (Bankr.
D. Ariz.).
A full-text copy of the Order dated September 14, 2017, is
available at https://is.gd/A2mrM9 from Leagle.com.
J&M Food Services LLC is represented by:
Jonathan P. Ibsen, Esq.
Canterbury Law Group LLP
U.S. Trustee is represented by:
Jennifer A. Giaimo, Esq.
Office of the U.S. Trustee
About J&M Food Services
J&M Food Services LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01466) on February 18,
2017. The petition was signed by Maggie Liao, managing member.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $100,000.
The Debtor hired Canterbury Law Group LLP as bankruptcy counsel,
and James M. LaGanke PLLC as co-counsel and litigation counsel.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of J&M Food Services LLC as of May
5, according to a court docket.
JAMES WILSON: Plan Confirmation Hearing on Oct. 26
--------------------------------------------------
The Hon. Nicholas W. Whittenburg of the U.S. Bankruptcy Court for
the Eastern District of Tennessee has conditionally approved James
Wilson Company's disclosure statement dated Sept. 18, 2017,
referring to the Debtor's Chapter 11 plan.
A hearing to consider the final approval of the Disclosure
Statement and confirmation of the Plan will be held on Oct. 26,
2017, at 10:30 a.m.
Objections to the Disclosure Statement and plan confirmation must
be filed by Oct. 20, 2017, which is also the last day for
submitting ballots accepting or rejecting the Plan.
On Sept. 18, 2017, the Debtor filed its disclosure statement,
stating that General unsecured creditors are classified in Class 4,
and are to receive a distribution of 10% of their allowed claims,
to be distributed via monthly payments over sixty 60 months. The
holders will be paid $818.50 per month starting on the effective
date.
Payments and distributions under the Plan will be funded by cash on
hand at the effective date from operations, future income from the
business, and a capital infusion of $3,000 on the effective date
from the equity owners to fund debtor’s obligations under the
Plan. The equity owners are willing to make this capital
contribution in order to facilitate confirmation of the Plan and
to, in turn, maximize repayment to creditors, although the Debtor
already has substantial negative equity.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/tneb16-15034-100.pdf
About James Wilson Company
James Wilson Company filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tenn. Case No. 16-15034) on Nov. 20, 2016, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Miller & Martin PLLC.
JONESBORO HOSPITALITY: Has Final Approval to Use Cash Collateral
----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas has entered a final order authorizing
Jonesboro Hospitality, LLC, to use cash collateral in the amounts
and for the expenses set forth on the monthly budget.
The Court finds that a need exists for the Debtor to use cash
collateral in order to continue the operation of its business. At
this time, the Debtor's ability to use cash collateral is vital to
the confidence of the Debtor's employees, vendors and suppliers of
the goods and services, to the customers and to the preservation
and maintenance of the going concern value of the Debtor's estate.
Ciena Capital, LLC and the Internal Revenue Service may claim that
substantially all of the Debtor's assets are subject to their
respective pre-petition liens, which includes liens on rents.
Ciena Capital and the IRS are each granted with valid, binding,
enforceable, and perfected liens co-extensive with their respective
pre-petition liens in all currently owned or hereafter acquired
property and assets of the Debtor, including, without limitation,
all accounts receivable, general intangibles, inventory, and
deposit accounts co-extensive with their prepetition liens.
As adequate protection for the diminution in value of their
interest in the cash collateral, Ciena Capital and the IRS are also
granted replacement liens and security interests, co-extensive with
their prepetition liens.
In addition, the Debtor will pay to Ciena Capital the amount of
$5,000 each month during the term of the Order.
As to the IRS, the Debtor must:
(1) Stay current on payment of all of its post-petition
payroll taxes;
(2) Stay current on payment of all of its post-petition
payroll deposits;
(4) Timely file all of its post-petition employment tax
returns;
(5) Timely file all federal tax returns and pay all
post-petition federal taxes;
(6) Provide proof of Federal Trust Fund Deposits of their
deposit to Lorraine Washington at the IRS via facsimile at
888/301-8227 and to Ruth Yeager, Counsel for IRS, via facsimile at
903/590-1436;
(7) Allow the inspection of the collateral and the Debtor's
books and records at any time upon reasonable notice from the IRS;
(8) Pay the IRS $1,500 per month as adequate protection for
its secured claim. Such payment will continue each month until (i)
termination of the Final Order by its terms, which will be on
December 31, 2017; (ii) further order of the Court; or (iii)
confirmation of any plan of reorganization in this proceeding.
A full-text copy of the Final Order, dated Oct. 3, 2017, is
available at https://is.gd/JTfW9F
Ciena Capital LLC is represented by:
Howard Marc Spector
Spector & Johnson, PLLC
12770 Coit Road, Suite 1100
Dallas, Texas 75251
The IRS can be reached through:
Lorraine Washington
1100 Commerce St., MC 5027DAL
Dallas, Texas 75242
Fax: 888/301-8227
About Jonesboro Hospitality
Jonesboro Hospitality, LLC, doing business as FairBridge Inn &
Suites, owns and operates a hotel located at 3006 S. Caraway Road,
Jonesboro, Arkansas.
Jonesboro Hospitality previously filed a prior Chapter 11 case
(Bankr. N.D. Tex. Case No. 13-34324) in Dallas in 2013. It
confirmed a plan of reorganization in its prior case on May 30,
2014.
Jonesboro Hospitality sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-40311) on Feb. 15,
2017. The petition was signed by Payal Nanda, principal. At the
time of the filing, the Debtor estimated its assets and liabilities
at $1 million to $10 million.
The case is assigned to Judge Brenda T. Rhoades.
The Debtor is represented by Joyce W. Lindauer, Esq., Sarah M. Cox,
Esq., Jamie N. Kirk, Esq., and Jeffery M. Veteto, Esq., at Joyce W.
Lindauer Attorney, PLLC.
No request has been made for the appointment of a trustee or
examiner and no official committee has yet been appointed.
KENTUCKY ASSOCIATES: Hearing on Plan Outline Set for Oct. 19
------------------------------------------------------------
The Hon. Jerrold N. Poslusny Jr. of the U.S. Bankruptcy Court for
the District of New Jersey has scheduled for Oct. 19, 2017, at
10:00 a.m. the hearing to consider the adequacy of Kentucky
Associates, L.L.C.'s disclosure statement.
Written objections to the adequacy of the Disclosure Statement must
be filed no later than 14 days prior to the hearing before the
Court, unless otherwise directed by the Court.
About Kentucky Associates
Kentucky Associates, L.L.C., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. N.J. Case No. 16-21083) on June 7,
2016. The petition was signed by Michael Joffe, member. The
Debtor disclosed total assets of $1.75 million and total debts of
$1.23 million.
The case is assigned to Judge Jerrold N. Poslusny Jr. Deiches &
Ferschmann represents the Debtor as bankruptcy counsel. The Debtor
hired Thompson & Thompson as tax appeal counsel; Hilco Valuation
Services LLC as tax consultant; and Eisenberg Gold Cettei Agrawal,
P.C., and Zipp Tannenbaum Caccavelli, LLC, as special counsel.
No official committee of unsecured creditors has been appointed in
the case.
KY LUBE: Taps Associates in Accounting as Accountant
----------------------------------------------------
KY Lube LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Kentucky to hire an accountant.
The Debtor proposes to employ Associates in Accounting, CPA to
assist in the filing of its tax returns and provide bookkeeping
services. Rick Fields, a certified public accountant employed with
the firm, will be providing the services.
Mr. Fields will charge $75 per hour for the preparation of the tax
returns, $75 per hour for data entry and $125 per hour for the
review.
Mr. Fields disclosed in a court filing that he and other staff of
the firm do not have any connection with the Debtor or its
bankruptcy estate.
The firm can be reached through:
Rick Fields
Associates in Accounting, CPA
11003 Bluegrass Parkway, Suite 500
Louisville, KY 40299
Phone: (502) 451-8678
Fax: (502) 451-4375
About KY Lube LLC
The Kentucky Jiffy Lubes is locally owned and operated Jiffy Lubes
that service the Louisville and Lexington communities. Its core
offering is the Jiffy Lube Signature Service Oil Change.
Based in Lexington, Kentucky, KY Lube LLC filed a chapter 11
petition (Bankr. W.D. Ky. Case No. 17-32876) on September 7, 2017.
The Debtor estimates less than $1 million in assets and
liabilities.
Judge Joan A. Lloyd presides over the case. William P. Harboson,
Esq., at Seiller Waterman LLC, represents the Debtor as bankruptcy
counsel.
LAKEWOOD AT GEORGIA: Cash Collateral Use Extended Until Dec. 4
--------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland has entered an Order amending the Interim
Order Authorizing Use of Cash Collateral to provide that all stays
and injunctions imposed in Lakewood at Georgia Avenue LLC's
bankruptcy case, including the automatic stay, will terminate
automatically upon the Debtor's failure to timely make any adequate
protection payments.
In addition, the Order further provides that the Debtor's use of
cash collateral pursuant to the Cash Collateral Order will remain
in effect until the earlier of
(a) Dec. 4, 2017;
(b) further agreement of the parties;
(c) the entry of a further Order upon the use of Cash
Collateral;
(d) confirmation of a Chapter 11 plan in this case;
(e) the conversion of this case to a case under Chapter 7 of
the Bankruptcy Code;
(f) the dismissal of this case;
(g) termination as a result of the occurrence of a Termination
Event, as provided in the Cash Collateral Order; or
(h) the Debtor's failure to timely make any Adequate
Protection Payments.
A full-text copy of the Order, dated Oct. 5, 2017, is available at
http://tinyurl.com/y7ufhcka
About Lakewood At Georgia Avenue
Lakewood At Georgia Avenue LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Md. Case No. 16-26171) on Dec.
10, 2016. The petition was signed by George E. Christopher,
president of managing member Lakewood Investment Corp. At the time
of the filing, the Debtor disclosed $6.04 million in assets and
$4.35 million in liabilities. Judge Thomas J. Catliota is the case
judge. The Debtor is represented by DeCaro & Howell P.C.
LARKIN EXCAVATING: Taps Chapin Law Firm as Accountant
-----------------------------------------------------
Larkin Excavating, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire an accountant.
The Debtor proposes to employ Chapin Law Firm, LLC to prepare its
2016 federal and state tax returns for a fee, which has been
estimated to not exceed $5,000.
The rates charged by the firm range from $250 to $300 per hour for
attorneys and $150 per hour for paralegals and non-lawyers. W.
Brett Chapin, a shareholder of CLF who will be providing the
attorney work, will charge an hourly fee of $300.
Mr. Chapin disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
CLF can be reached through:
W. Brett Chapin
Chapin Law Firm, LLC
11212 Johnson Drive
Shawnee, KS 66203
About Larkin Excavating
Larkin Excavating, Inc. -- http://larkinexcavating.com/-- provides
construction services and operates throughout the United States.
It owns a shop and office building located at 13575 Gilman Road,
Lansing, Kansas, valued at $453,500; a vacant land in Eisenhower
Road, Leavenworth, with a value of $300,000; and a track of real
property, identified by Larkin as the rock quarry and landfill, in
Leavenworth County, valued at $400,000.
Larkin Excavating sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 17-20890) on May 17, 2017.
John Larkin, president, signed the petition.
At the time of the filing, the Debtor disclosed $3.46 million in
assets and $6.38 million in liabilities.
Judge Dale L. Somers presides over the case.
Joanne B. Stutz, Esq., at Evans & Mullinix, P.A., represents the
Debtor as bankruptcy counsel. The Debtor hired MSI Financial as
its business consultant.
LMM SPORTS: Full Payment for Unsecureds Over 5 Years Under Plan
---------------------------------------------------------------
Eric D. Metz filed with the U.S. Bankruptcy Court for the District
of Arizona a disclosure statement in support of a chapter 11 plan
of reorganization, dated Sept. 29, 2017.
The Debtor seeks to accomplish payments under the Plan by utilizing
income to fund repayment of Allowed creditor claims against the
estate. The proposed Plan is a 100% payment plan.
Under the plan, creditors holding Allowed Class 4B General
Unsecured Claims will be paid in full on the Allowed amount of
their claim over a period not exceeding five years after the
Effective Date. Allowed Class 4B Claims will be paid: in equal
monthly installments; and with payments beginning within 30 days
after the Effective Date.
The Plan will be funded from cash available on the Effective Date
and the Debtor's monthly income.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb2-14-13952-246.pdf
About Ethan Lock & LMM Sports
Ethan Lock is a sports agent licensed with the National Football
League and holds 40% membership interest in LMM Sports Management,
LLC, which provides sports management services to professional
athletes employed by the NFL. Mr. Lock is the CEO of LMM Sports.
Mr. Lock sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Ariz. Case No. 14-13954) on Sept. 10, 2014. The case is
jointly administered with the Chapter 11 cases of LMM Sports
(Bankr. D. Ariz. Case No. 14-13952) and Eric Metz, who also holds
40% membership interest in the Company.
The Hon. Daniel P. Collins presides over the cases. The Debtors
are represented by John R. Clemency, Esq., and Janel M. Glynn,
Esq., at Gallagher & Kennedy, P.A.
LMM Sports listed total assets of $1.06 million and total
liabilities of $3.84 million.
MARINA BIOTECH: Five Proposals Passed at 2017 Annual Meeting
------------------------------------------------------------
At the 2017 annual meeting of stockholders of Marina Biotech, Inc.,
which was held on May 16, 2017, the stockholders:
(a) Vuong Trieu, Ph.D., Philippe P. Calais, Ph.D., Stefan Loren,
Ph.D., Philip C. Ranker and Donald A. Williams each to serve as a
director of the Company until the 2017 Annual Meeting of
Stockholders;
(b) approved an amendment to the Company's amended and restated
certificate of incorporation to effect a reverse stock split, at
any time within two years following the Annual Meeting, and in such
ratio between a one-for-two and one- for-ten reverse stock
split, to be determined by the Board of Directors, to be in the
best interest of the Company;
(c) approved an amendment to the 2014 Long Term Incentive Plan
of the Company to increase the number of shares available for
issuance thereunder from 5,000,000 to 10,000,000;
(d) ratified the appointment by the Company of Squar Milner LLP
as the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2017; and
(e) approved, in a non-binding advisory vote, the compensation
of the Company's named executive officers.
About Marina Biotech
Headquartered in Bothell, Washington, Marina Biotech, Inc. --
http://www.marinabio.com/-- is a biopharmaceutical company engaged
in the discovery, acquisition, development and commercialization of
proprietary drug therapeutics for addressing significant unmet
medical needs in the U.S., Europe and additional international
markets. The Company's primary therapeutic focus is the disease
intersection of hypertension, arthritis, pain, and oncology
allowing for innovative combination therapies of the plethora of
already approved drugs and the proprietary novel oligotherapeutics
of Marina Biotech, Inc. The Company's approach is meant to reduce
the risk associated with developing a new drug de novo and also
accelerate time to market by shortening the clinical development
program through leveraging what is already known or can be learned
in its proprietary Patient Level Database (PLD).
Squar Milner LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses and negative cash flows from operations and has
had recurring negative working capital. This raises substantial
doubt about the Company's ability to continue as a going concern.
Marina Biotech reported a net loss of $837,143 on $0 of revenue for
the year ended Dec. 31, 2016, compared with a net loss of $1.11
million on $0 of revenue for the year ended Dec. 31, 2015. As of
June 30, 2017, Marina had $6.63 million in total assets, $4.15
million in total liabilities and $2.47 million in total
stockholders' equity.
At June 30, 2017, the Company had an accumulated deficit of $4.205
million and a negative working capital of $3.756 million. The
Company anticipates that it will continue to incur operating losses
as it executes its plan to raise additional funds and investigate
strategic and business development initiatives. In addition, the
Company has had and will continue to have negative cash flows from
operations. The Company has previously funded its losses primarily
through the sale of common and preferred stock and warrants, the
sale of notes, revenue provided from its license agreements and, to
a lesser extent, equipment financing facilities and secured loans.
In 2016 and 2015, the Company funded operations with a combination
of the issuance of notes and preferred stock, and license-related
revenues. At June 30, 2017, the Company had a cash balance of
$263,900. Its operating activities consume the majority of its
cash resources.
MD2U MANAGEMENT: Taps Stoneridge Partners as Broker
---------------------------------------------------
MD2U Management LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Kentucky to hire a broker.
The Debtor proposes to employ Stoneridge Partners, LLC to list and
market its business, and pay the firm in accordance with these fee
arrangements:
* 6% of the total gross aggregate consideration up to
$2 million, and
* 5% of the total gross aggregate consideration from
$2 million to $4 million, and
* 4% of the total gross aggregate consideration from
$4 million to $6 million, and
* 3% of the total gross aggregate consideration from
$6 million to $8 million, and
* 2% of the total gross aggregate consideration from
$8 million to $10 million, and
* 1.5% of the total gross aggregate consideration in
excess of $10 million.
The minimum commission is $100,000.
Stoneridge does not hold any interest adverse to the interest of
the Debtor's estate, creditors and equity security holders,
according to court filings.
The firm can be reached through:
Brian Bruenderman
Stoneridge Partners, LLC
710 Breckenridge Lane, Suite 301
Louisville, KY 40207
Phone: (502) 822-4510
Email: partners@stoneridgepartners.com
About MD2U Management
Founded in 2010 and based in Louisville, Kentucky MD2U Management,
LLC -- http://www.md2u.com/-- provides home-based primary medical
care services for chronic and acute illnesses. The Company offers
adult primary care, medication management, post discharge visits,
wound care visits, mental and behavioral healthcare, mobility
assessments, home medical equipment assessments, end of life care,
and mental health services. It serves to home-bound or
home-limited patients in Kentucky, Indiana, Ohio and North
Carolina.
MD2U Management LLC and its affiliates MD2U Kentucky LLC, MD2U
Indiana LLC, and MD2U North Carolina LLC each filed separate
Chapter 11 petition (Bankr. W.D. Ky. Case Nos. 17-32761 to
17-32764) on Aug. 29, 2017. The cases are jointly administered.
The petitions were signed by Joel Coleman, president.
MD2U Management estimated $500,000 to $1 million in assets and $1
million to $10 million in debt. MD2U Kentucky estimated between $1
million and $10 million in assets, and $500,000 to $1 million in
debt.
The Debtors are represented by Charity Bird Neukomm, Esq., at
Kaplan & Partners LLP.
NAVICURE INC: Moody's Assigns B3 CFR & Rates 1st Lien Loans B2
--------------------------------------------------------------
Moody's Investors Service assigned credit ratings to Navicure,
Inc., including a B3 Corporate Family Rating ("CFR"), a B3-PD
Probability of Default rating ("PDR"), and B2 ratings on a proposed
$50 million first-lien revolving credit facility and $435 million
first-lien term loan. Moody's also assigned a Caa2 rating on a
proposed $185 million second-lien term loan. Proceeds from the term
loan facilities will be used, along with cash equity proceeds from
management and sponsor Bain Capital, to effect Navicure's purchase
of ZirMed, pay off $95 million of net Navicure debt, and cover
transaction fees and expenses. The ratings outlook is stable.
Moody's assigned the following ratings to Navicure, Inc.:
-- Corporate Family Rating, assigned B3
-- Probability of Default Rating, assigned B3-PD
-- Senior secured revolving credit facility expiring 2022,
assigned B2 (LGD3)
-- Senior secured first-lien term loan maturing 2024, assigned B2
(LGD3)
-- Senior secured second-lien term loan maturing 2025, assigned
Caa2 (LGD5)
-- Outlook, assigned Stable
RATINGS RATIONALE
The B3 CFR reflects Navicure, Inc.'s small scale, exceptionally
high pro-forma debt-to-EBITDA leverage, and integration risks as
the healthcare revenue cycle management ("RCM") provider takes on,
with private equity backing, ZirMed, an industry player less
profitable and fifty percent larger than itself. Even with
substantial, favorable adjustments to add back transaction and
consulting fees, exclude losses related to a business divested in
mid-2017, and partial credit for expected cost synergies,
Navicure's June 30, 2017 LTM Moody's-adjusted debt-to-EBITDA
leverage is quite weak for the B3 CFR. Although Moody's expects
leverage will moderate, through operating growth and synergy
realization, it may still be about 8.0 times twelve to 18 months
after closing of the combination with ZirMed.
Servicing the LBO's debt load will limit Navicure's operational and
financial flexibility in a highly competitive, consolidating
environment that includes many players, some considerably larger
and less leveraged than Navicure. Certain of those competitors
offer the same or even more services along the healthcare RCM
continuum than Navicure offers, and customers may opt to limit the
number of vendors they use in order to simplify the outsourcing of
complex services that are subject to regulatory changes. Navicure
seeks to distinguish itself among competitors by offering a
next-generation, SaaS-based suite of products serving a
non-concentrated customer niche of more than 16,000 small to medium
sized physicians' offices and hospitals. The wholesale or "white
label" service offered by many, earlier-generation competitors
stands in contrast to Navicure's "retail" offering, which provides
faster response times, a better support infrastructure, and a
dedicated user interface, all of which allow for better customer
retention and premium pricing.
Moody's believes the complementarity of Navicure's and ZirMed's
products and end markets supports the rationale for the combination
of businesses, but even together the companies present a revenue
base of barely $270 million, small for the B3 rating category. Each
of the combined companies has shown strong, if declining, revenue
growth rates over the past few years, and Moody's expects that
market share growth and cross-selling opportunities will continue
to allow for high-single-digit-percentage growth over the ratings
horizon. Healthcare industry trends -- including increased
healthcare spending, higher patient volumes with lower margins, a
rise in costs attributed to waste and abuse, and greater,
regulatory-driven complexity in the billing process itself -- also
support the rating. Overall, however, it is Moody's views that
integration-execution risk, combined with such a high debt-service
burden and the importance of synergies in order to de-lever,
outweigh the growth profile and the stability of the revenue model.
Moody's views Navicure's liquidity as adequate, as demonstrated by
a minimal opening cash balance and free cash flows that, with the
combined company facing more than a quadrupling of interest expense
(to $40 million), will be pressured in the short term. Revenue
growth and synergy realization should enable free cash flow to be
comfortably positive in 2018. A $50 million revolving credit
facility, undrawn at closing, will support weakness in cash flows,
which have been unpredictable due to Navicure's small size,
one-times costs, and working capital swings. The transaction's
loose covenant package, including a springing net leverage limit
when the revolver is 35% drawn and no covenants associated with the
term loans, suggests the company will have unimpeded access to the
liquidity facility in early quarters.
The stable rating outlook reflects Moody's expectation that
top-line growth of at least 5 to 7% and the realization of
synergies will allow for positive free cash flow as well as for
modest deleveraging, albeit from a level that is exceptionally high
at the outset of the LBO. The ratings could be upgraded if earnings
growth and synergy realization enable Navicure to sustain
Moody's-adjusted debt-to-EBITDA leverage below 6.0 times, and if
free cash flow as a percentage of debt is expected to be sustained
in at least the mid-single digits. A ratings downgrade could result
if Moody's expects free cash flow to turn negative, or if access to
the revolver appears threatened. Failure to achieve at least
mid-single-digit revenue growth or to make progress towards
delevering, due to difficulties integrating ZirMed or falling short
of anticipated synergies, would also pressure the rating.
Navicure, Inc. provides SaaS-based revenue cycle management
services, focusing on healthcare claims management and patient
payment solutions, to physicians' offices and, pro-forma for a
late-2017-announced acquisition of ZirMed, small hospitals and
post-acute-care facilities. Moody's expects the combined company to
generate 2018 revenues of close to $290 million, a roughly 8%
increase over expected 2017 pro-forma levels. The company has been
owned by sponsor Bain Capital since 2016.
The principal methodology used in these ratings was Software
Industry published in December 2015.
NAVIENT CORPORATION: Earnest Deal No Impact on Fitch BB IDR
-----------------------------------------------------------
Fitch Ratings views Navient Corporation's (NAVI) announced $155
million acquisition of online lender Earnest, and the concurrent
suspension of its share repurchase program through 2018, as neutral
to the company's 'BB' Issuer Default Rating over the Rating Outlook
horizon, with the potential for positive rating implications over
the longer term.
The proposed acquisition of Earnest, an online loan origination
platform focused primarily on the student loan refinance market, is
the latest in a series of acquisitions announced by NAVI in recent
years as it aims to build upon its core servicing competencies and
diversify its earnings away from its shrinking student loan
portfolio. However, this is the first acquisition of size made
outside of NAVI's Business Services segment. From a strategic point
of view, Fitch views the acquisition positively, as it accelerates
the company's entry into the student loan refinance segment which
it began last year through a partnership with a third party, and
could also better position the company for a re-entry into the
direct private student loan origination business when its
non-compete agreement with Sallie Mae expires in January 2019.
The acquisition of Earnest also provides NAVI more direct control
over the marketing/underwriting/origination process than it
currently has in the student loan refinance segment through its
partnership with a third party, while also providing the company
greater ability to defend its existing loan portfolio which has
experienced a sharper increase in prepayments in recent quarters,
from third-party lenders.
The $155 million acquisition is expected to be funded entirely with
existing cash, with the majority of purchase recorded as goodwill.
While the increase in goodwill and the initial earnings and cash
flow drag from the scaling and integration of Earnest's platform
over the course of 2018 is expected to pressure NAVI's tangible
equity, tangible net asset, and profitability ratios, Fitch
believes this is likely to be temporary and could be more than
offset by the capital and liquidity benefits from the company's
intention to suspend its share repurchase program through at least
the end of 2018.
The company's current $600 million share repurchase authorization
has $160 million remaining on it, which approximates the
acquisition price. While the company's share repurchases have
declined in recent years as NAVI's student loan portfolio continues
to run off, it still represents a meaningful use of the company's
excess liquidity. Consequently, the suspension of the share
repurchase program is viewed positively by Fitch as the excess
liquidity could be used to further reduce NAVI's debt.
Fitch does not expect NAVI's asset quality or funding profile to
change meaningfully over the near- to medium-term as a result of
this acquisition. Nonetheless, were NAVI's unencumbered asset
coverage of unsecured debt to decline below the company's stated
target of 1.2x-1.3x for an extended period, it could result in
negative ratings pressure.
Fitch believes positive rating momentum is likely to be limited for
NAVI in the near term as a result of the rating constraints Fitch
has highlighted previously, including heightened regulatory and
legislative risks, a concentrated business model, longer-term
strategic uncertainty, and the refinancing risk on its sizeable
2018-2020 unsecured debt maturities. Although the company's
liquidity profile and ability to repay its 2018-2020 debt
maturities could be enhanced as a result of the suspension of its
share repurchase program, it is uncertain to what extent the new
loan origination platform, along with other potential acquisitions,
can absorb this excess liquidity, and to what level share
repurchases may resume beyond 2018. That said, to the extent
management is able to execute on these recent acquisitions and
demonstrate an ability to produce meaningful, steady cash flows, it
could result in positive rating momentum over a longer-term time
horizon.
Fitch currently rates NAVI as follows:
Navient Corporation Inc.
-- Long-Term Issuer Default Rating (IDR) at 'BB';
-- Short-Term IDR at 'B';
-- Senior unsecured debt at 'BB'.
The Rating Outlook is Stable.
NEONODE INC: All Four Proposals Approved at Annual Meeting
----------------------------------------------------------
Neonode Inc. held its 2017 annual meeting of stockholders on Oct.
3, 2017, at which the stockholders:
1. elected Mr. Per Eriksson and Ms. Asa Hedin and reelected Per
Lofgren to the Board of Directors for a three year term as Class
III directors;
2. approved on an advisory basis the compensation of the
Company's named executive officers;
3. approved an amendment to the Company's Amended and Restated
Certificate of Incorporation, as amended and corrected, to increase
the number of authorized shares of the Company's common stock from
70,000,000 shares to 100,000,000 shares; and
4. ratified the appointment of KMJ Corbin & Company LLC to serve
as the Company's independent auditors for the year ended Dec. 31,
2017.
About Neonode
Neonode Inc. (NASDAQ: NEON) -- http://www.neonode.com/-- develops
and licenses optical interactive sensing technologies. Neonode's
patented optical interactive sensing technology is developed for a
wide range of devices like automotive systems, printers, PC
devices, monitors, mobile phones, tablets and e-readers. The
Company's principal executive office is located in Stockholm,
Sweden. Its office in the United States is located in San Jose,
California.
Neonode, formerly known as SBE, Inc., was incorporated in the State
of Delaware on Sept. 4, 1997. SBE's name was changed to Neonode
Inc. upon the completion of a merger on Aug. 10, 2007, between SBE
and the parent company of Neonode AB, a company founded in February
2004 and incorporated in Sweden. As a result of the merger, the
business and operations of Neonode AB became the primary business
and operations of Neonode Inc.
Neonode incurred a net loss attributable to the Company of $5.29
million for the year ended Dec. 31, 2016, a net loss attributable
to the Company of $7.82 million for the year ended Dec. 31, 2015,
and a net loss attributable to the Company of $14.23 million for
the year ended Dec. 31, 2014. As of June 30, 2017, Neonode had
$10.80 million in total assets, $8.56 million in total liabilities
and $2.23 million in total stockholders' equity.
The Company has incurred significant operating losses and negative
cash flows from operations since its inception. The Company
incurred net losses of approximately $1.0 million and $1.3 million
and $1.9 million and $2.7 million for the three and six months
ended June 30, 2017 and 2016, respectively, and had an accumulated
deficit of approximately $180.9 million and $179.0 million as of
June 30, 2017 and Dec. 31, 2016, respectively. In addition,
operating activities used cash of approximately $3.0 million and
$2.1 million for the six months ended June 30, 2017 and 2016,
respectively.
NEOPS HOLDINGS: No Payment for Unsecureds Under Restructuring Plan
------------------------------------------------------------------
NEOPS Holdings LLC and its affiliates filed with the U.S.
Bankruptcy Court for the District of Connecticut a disclosure
statement relating to their joint plan of reorganization, which
provides for a restructuring of the Debtors' financial obligations,
which will result in a significant deleveraging of the Debtors.
The Debtors believe that the proposed restructuring will provide
them with the necessary liquidity to compete effectively and grow
their operations.
Under the plan, holders of General Unsecured Claims in Class 5 will
receive no payment in satisfaction of their Claims and are
conclusively deemed to have rejected the Plan. Thus, they are not
entitled to vote to accept or to reject the Plan and will not
receive Ballots.
Except as otherwise provided in the Plan or the Confirmation Order,
all Cash necessary for the Reorganized Debtors to make payments
required under the Plan will be obtained from the Reorganized
Debtors' Cash Balances, including Cash from operations. Cash
payments to be made pursuant to the Plan will be made by and be the
responsibility of the Reorganized Debtors.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ctb17-31017-165.pdf
About Neops Holdings, LLC
Headquartered in Branford, Connecticut, New England Orthotic --
http://www.neops.net/-- is a provider of state-of-the-art orthotic
and prosthetic patient care products and services in the eastern
United States. The partnership was founded by certified orthotists
and prosthetists who were dissatisfied with large impersonal
corporations where the constant pressures of consolidation and cost
containment can hamper effective patient care.
NEOPS Holdings LLC and its affiliates including New England
Orthotic and Prosthetic Systems, LLC, filed for Chapter 11
protection (Bankr. D. Conn. Lead Case No. 17-31017) on July 11,
2017. The petitions were signed by David Mahler, president and
CEO.
NEOPS Holdings estimated its assets at between $1 million and $10
million and its liabilities at between $10 million and $50 million.
New England Orthotic estimated its assets at up to $50,000 and
liabilities at between $1 million and $10 million.
Judge Ann M. Nevins presides over the case.
James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler &
Zeisler, P.C., serve as the Debtors' bankruptcy counsel. The
Debtors hired Daniel O'Brien as their restructuring and financial
advisor.
On July 21, 2017, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors. The Committee hired
Blakeley LLP, as counsel.
NEW HOPE: Moody's Lowers 2015A Revenue Bonds Rating to Ba1
----------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the New
Hope Cultural Education Facilities Finance Corporation, TX's
Student Housing Revenue Bonds (NCCD-College Station Properties
LLC-Texas A&M University Project) Series 2015A and Taxable Student
Housing Revenue Bonds (NCCD-College Station Properties LLC-Texas
A&M University Project) Series 2015B. This rating assignment
affects approximately $361 million of aggregate debt. The rating
remains under review for further downgrade.The downgrade is driven
by fall 2017 leasing levels that are significantly below
expectations with limited prospects for recovery of occupancy to
meet originally projected debt service coverage levels for fiscal
2018. As of July 31, leasing was under 50%, compared to projected
occupancy of over 90% used in Moody's pro-forma analysis. As a
result, Moody's expects that various reserve funds will be tapped
to make timely debt service. The project is offering significant
rent discounts and move-in incentives, highlighting initial lease
up difficulties. The review will focus on prospects for improved
future occupancy, pricing, marketing plans, the operating budget
for fiscal 2018, and the magnitude of expected use of reserves. The
review could result in a multi-notch downgrade.
Rating Outlook
Rating under review for further downgrade
Factors that Could Lead to an Upgrade
A significant and sustained increase in occupancy coupled with
ongoing increases in rent levels
Additional university support
Factors that Could Lead to a Downgrade
A draw on the Debt Service Reserve Account to pay bond debt
service
Inability of the project to reach a break even occupancy level
Legal Security
The Bonds are limited obligations of the Issuer, payable only from
revenues of the project and secured by a Leasehold Mortgage, an
Assignment of Rents and Leases and a Security Agreement.
Use of Proceeds
N/A
Obligor Profile
NCCD - College Station Properties LLC (NCCD) is a single member
limited liability company organized and existing under the laws of
the State of Texas. The proceeds of the Series 2015 Bonds were
loaned to NCCD to finance the project. NCCD has no assets and is
not expected to have any assets other than the project.
Methodology
The principal methodology used in this rating was Global Housing
Projects published in June 2017.
NRG ENERGY: Moody's Affirms Ba3 CFR & Revises Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service revised NRG Energy, Inc.'s (NRG) rating
outlook to positive from stable and affirmed NRG's Ba3 Corporate
Family Rating (CFR).
"NRG's transformation plan, which includes selling off about half
of its assets and reducing its leverage, is credit positive," said
Toby Shea VP -- Senior Credit Officer. "Our positive outlook
reflects the view that the benefits of having lower leverage will
outweigh the higher business risk associated with being a smaller,
less contracted company."
RATINGS RATIONALE
NRG will be roughly half of its current size following the
completion of the transformation plan. As a smaller company, NRG
will lose the benefits of its scale and diversity of its cash flows
while margins and earnings will become more market driven since
most of its contracted cash flows will be divested. After the
transformation, NRG will be more concentrated in Texas, as these
business operations become the dominant cash flow contributor
within NRG. Moody's sees the strategic benefits of maintaining the
Texas businesses as an integrated operation with a generation base
that matches the retail load.
"Moody's see some strategic benefits by keeping these assets
integrated. Low wholesale power prices in ERCOT are offset by large
retail margins with sticky customers." added Shea.
According to NRG, the transformation plan will improve NRG's
financial credit metrics because it will lower net debt/EBITDA to
roughly 3.0x on a consolidated basis by the end of 2018. Based on
the company's debt/EBITDA target, Moody's forecasts that NRG's CFO
Pre-WC to debt ratio will improve from about 10% in 2017, to the
mid-teens range in 2018 and around 20% in 2019. As a point of
reference, Moody's financial benchmarks for Ba rating category is
between 12% and 20%.
To achieve the 3.0x net debt/EBITDA target ratio, NRG's
transformation plan calls for a $240 million (or 14%) increase in
holding company EBITDA. This goal appears daunting because NRG will
shed roughly $565 million of holding company EBITDA associated with
its planned divestment of GenOn Energy (ratings withdrawn) and
asset sales. NRG plans to make up the difference through a
combination of lower operating costs and higher revenues -- to the
tune of roughly $805 million. That being said, should cost cuts and
revenue-enhancement initiatives fall short, NRG is committed to use
sales proceeds, estimated to be $2.5 billion to $4 billion, to
reduce debt levels in order to achieve its 3.0x net debt to EBITDA
target.
Liquidity Analysis
NRG's speculative grade liquidity rating is SGL-2. The company
continues to possess good liquidity with $571 million of
unrestricted cash on hand and $1.5 billion of unused capacity on
its $2.5 billion secured revolving credit facility at the end of
June 30, 2017. The only usage under the credit facility is related
to the issuance of letters of credit. NRG's revolving credit
facility, which expires in June 2021, contains a material adverse
change clause.
Moody's expects NRG to produce more than $500 million of
after-dividend free cash flow in 2018, without assuming any
proceeds from asset sales. Excluding non-recourse maturities, NRG
does not have any major debt maturities until July 2022, when $992
million of senior notes becomes due.
Rating Outlook
The positive rating outlook reflects the company's deleveraging
plan to achieve 3x net debt to EBITDA by the end of 2018.
Factors that Could Lead to an Upgrade
Moody's will consider an upgrade to NRG's ratings should the
company achieve CFO Pre-WC/debt in the mid-teens for 2018 on a
sustainable basis.
Factors that Could Lead to a Downgrade
Moody's would consider stabilizing the outlook or take a negative
rating action if the company fails to follow through on its
deleveraging plan. In particular, a downgrade is possible if NRG's
ratio of CFO Pre-WC/debt falls below the low teens range for a
period of time.
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.
NUVERRA ENVIRONMENTAL: Will Trade on NYSE American Starting Oct 12
------------------------------------------------------------------
Nuverra Environmental Solutions, Inc., announced that its common
stock has been approved for listing on the NYSE American. The
Company's common stock is expected to begin trading on Oct. 12,
2017, under the ticker symbol "NES."
The Company and certain of its material subsidiaries emerged from
Bankruptcy protection under Chapter 11 of the United States
Bankruptcy Code on Aug. 7, 2017, pursuant to their Amended Joint
Plans of Reorganization. Pursuant to the Plan, the Company's
common stock has been approved for listing on the NYSE American.
The Company's listing on the NYSE American is subject to the
Company's continued satisfaction of the NYSE American listing
standards.
About Nuverra Environmental
Nuverra Environmental Solutions, Inc. (OTCQB: NESC) --
http://www.nuverra.com-- 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 and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017.
The Hon. Kevin J. Carey presides over the cases. The Bankruptcy
Court approved Nuverra Environmental Solutions' Disclosure
Statement and concurrently confirmed its Amended Prepackaged
Chapter 11 Plan of Reorganization on July 25, 2017. On Aug. 7,
2017, the Plan became effective pursuant to its terms and the
Company and its material subsidiaries emerged from the Chapter 11
cases.
Shearman & Sterling LLP served as bankruptcy counsel to the
Debtors, with the engagement led by Fredric Sosnick, Esq., Sara
Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt &
Taylor, LLP, and Shearman & Sterling LLP, served as the Debtors'
co-counsel.
AP Services, LLC, acted as the Debtors' restructuring advisor.
Lazard Freres & Co. LLC and Lazard Middle Market LLC served as the
investment banker. Prime Clerk LLC served as the claims and
noticing agent. On May 19, 2017, the U.S. Trustee appointed an
official committee of unsecured creditors. As of July 2017, David
Hargreaves has resigned from the Committee. Kilpatrick Townsend &
Stockton LLP served as counsel and Batuta Capital Advisors LLC as
financial advisor to the Committee. Landis Rath & Cobb LLP served
as Delaware counsel.
OMEROS CORP: Settles Infringement Suit with Par Pharmaceutical
--------------------------------------------------------------
Omeros Corporation entered into a settlement agreement with Par
Pharmaceutical, Inc. and its subsidiary Par Sterile Products, LLC
(Par), resolving Omeros' patent litigation against Par. The
litigation concerned Par's filing of an Abbreviated New Drug
Application (ANDA) seeking approval from the U.S. Food and Drug
Administration (FDA) to market a generic version of Omeros'
commercial drug OMIDRIA (phenylephrine and ketorolac injection) 1%
/ 0.3%. In the settlement, Par, which had previously stipulated to
infringement, acknowledges and confirms the validity of all
asserted patents for OMIDRIA. The settlement includes a consent
judgment filed with the U.S. District Court for the District of
Delaware. Unless subsequently authorized pursuant to terms in the
settlement agreement, Par will be prohibited by the judgment from
launching a generic version of OMIDRIA until April 1, 2032. The
last-to-expire of Omeros' Orange Book listed patents for OMIDRIA
expires on Oct. 23, 2033. As part of the settlement agreement, if
and when Par eventually enters the market, Par will pay to Omeros a
royalty of 15 percent of Par's net sales of any generic version of
OMIDRIA until the latest expiration of Omeros' U.S. Patents related
to OMIDRIA.
The litigation against Par began in 2015 after Omeros received a
Paragraph IV certification from Par in connection with Par's filing
of an ANDA seeking the FDA's approval to market a generic version
of OMIDRIA. Over the course of the litigation, Par had conceded
that its proposed generic version of OMIDRIA would infringe the
Orange Book-listed patents for OMIDRIA. Par, however, challenged
the patents' validity. The settlement agreement was entered into
after a three-day trial before the U.S. District Court for the
District of Delaware in July 2017 and post-trial briefing but prior
to the court issuing a decision. As part of the agreement, Par
acknowledges and confirms the validity of each of the patents
listed in the Orange Book for OMIDRIA, namely U.S. Patent No.
8,173,707, U.S. Patent No. 8,586,633, U.S. Patent No. 9,066,856,
U.S. Patent No. 9,278,101, U.S. Patent No. 9,399,040, and U.S.
Patent No. 9,486,406.
"We are pleased with this settlement and what it represents to our
company and its shareholders," stated Gregory A. Demopulos M.D.,
chairman and chief executive officer of Omeros. "The settlement
affirms our belief in the strength of our patents for OMIDRIA.
Sales of OMIDRIA continue to grow as more and more facilities and
surgeons incorporate the product into their cataract surgery
routines, improving postoperative outcomes for their patients."
Par Pharmaceutical, Inc. can be reached at:
1 Ram Ridge Road
Chestnut Ridge, NY 10977
Attn: General Counsel
Fax: (845) 573-5600
With a copy to:
David Silverstein
Axinn, Veltrop & Harkrider LLP
950 F Street, NW 7th Floor
Washington, DC 20004
Fax: (212) 728-2201
A full-text copy of the Settlement Agreement is available for free
at https://is.gd/dABNd1
About Omeros Corporation
Omeros is a commercial-stage biopharmaceutical company committed to
discovering, developing and commercializing small-molecule and
protein therapeutics for large-market as well as orphan indications
targeting inflammation, complement-mediated diseases and disorders
of the central nervous system. The company’s drug product OMIDRIA
(phenylephrine and ketorolac injection) 1% / 0.3% is marketed for
use during cataract surgery or intraocular lens (IOL) replacement
to maintain pupil size by preventing intraoperative miosis (pupil
constriction) and to reduce postoperative ocular pain. In the
European Union, the European Commission has approved OMIDRIA for
use in cataract surgery and other IOL replacement procedures to
maintain mydriasis (pupil dilation), prevent miosis (pupil
constriction), and to reduce postoperative eye pain. Omeros has
multiple Phase 3 and Phase 2 clinical-stage development programs
focused on: complement-associated thrombotic microangiopathies;
complement-mediated glomerulonephropathies; Huntington's disease
and cognitive impairment; and addictive and compulsive disorders.
The U.S. Food and Drug Administration has granted breakthough
therapy, fast-track and orphan drug designations across a number of
Omeros’ clinical programs. In addition, Omeros has a diverse
group of preclinical programs and a proprietary G protein-coupled
receptor (GPCR) platform through which it controls 54 new GPCR drug
targets and corresponding compounds, a number of which are in
preclinical development. The company also exclusively possesses a
novel antibody-generating platform. For more information, please
visit the Company's Web site at http://www.omeros.com
Ernst & Young LLP, in Seattle, Washington, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
Omeros reported a net loss of $66.74 million for the year ended
Dec. 31, 2016, a net loss of $75.09 million for the year ended Dec.
31, 2015, and a net loss of $73.67 million for the year ended Dec.
31, 2014. As of June 30, 2017, Omeros had $60.35 million in total
assets, $115.20 million in total liabilities and a total
shareholders' deficit of $54.85 million.
ONCOBIOLOGICS INC: Receives Noncompliance Notice From Nasdaq
------------------------------------------------------------
Oncobiologics, Inc., received written notification from Nasdaq on
Oct. 2, 2017, indicating that the Company was not in compliance
with the rules for continued listing set as set forth in Nasdaq
Marketplace Rule 5620(a), because the Company has not yet held an
annual meeting of shareholders within 12 months of the end of the
Company's fiscal year end. The notification has no immediate
effect on the listing of the Company's common stock on the Nasdaq
Global Market.
Under Nasdaq rules, the Company will have 45 calendar days from the
date of the notification to submit a plan to regain compliance, and
if Nasdaq accepts the plan, Nasdaq can grant an exception of up to
180 calendar days from fiscal year end, or until March 29, 2018, to
regain compliance. If Nasdaq does not accept the Company's plan,
the Company may, at that time, request a hearing to remain on the
Nasdaq Global Market, which request will ordinarily suspend such
delisting determination until a decision by Nasdaq subsequent to
the hearing.
On Sept. 29, 2017, the Company filed a definitive proxy statement
on Schedule 14A with the Securities and Exchange Commission for an
Annual Meeting of Stockholders to be held on Oct. 26, 2017, to vote
on certain proposals. While there can be no assurance that the
Company will be successful in regaining compliance with the
continued listing requirements and maintaining its listing of the
Company's common stock on the Nasdaq Global Market, the Company
expects that upon completion of the Meeting, it will be in
compliance with Nasdaq Marketplace Rule 5620(a).
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. The Cranbury, New Jersey-based Company's current
focus is on technically challenging and commercially attractive
monoclonal antibodies, or mAbs, in the disease areas of immunology
and oncology.
Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015. As of
June 30, 2017, Oncobiologics had $17.12 million in total assets,
$46.06 million in total liabilities and a total stockholders'
deficit of $28.94 million.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2016, of
$147.4 million and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.
PARETEUM CORP: Prices Public Offering of up to 1.49M Common Shares
------------------------------------------------------------------
Pareteum Corporation has priced a best efforts registered public
offering of up to an aggregate of 1,495,000 shares of the Company's
common stock at a price to the public of $1.05 per share. The
offering is expected to close on or about Oct. 10, 2017, subject to
the satisfaction of customary closing conditions.
Dawson James Securities, Inc. is acting as exclusive placement
agent for the offering.
The aggregate gross proceeds of the offering are anticipated to be
up to $1,569,750. After deducting the placement agent's commission
and other estimated offering expenses payable by the Company, the
net proceeds to the Company are anticipated to be up to
approximately $1.4 million. Pareteum intends to use the net
proceeds from the offering, if completed, for working capital and
general corporate purposes.
The shares are being offered pursuant to an effective shelf
registration statement on Form S-3, as amended (File No.
333-213575), that was previously filed with the Securities and
Exchange Commission (SEC) and declared effective on Nov. 14, 2016.
The securities may be offered only by means of a prospectus. The
prospectus has been filed with the SEC and is available on the
SEC's website located at http://www.sec.gov. The prospectus and a
preliminary prospectus supplement related to the offering have been
filed with the SEC, and a final prospectus supplement related to
the offering will be filed with the SEC, and are available on the
SEC's website located at http://www.sec.govand may also be
obtained from Dawson James Securities, Inc., Attention: Prospectus
Department, 1 North Federal Highway, 5th Floor, Boca Raton, FL
33432, mmaclaren@dawsonjames.com or toll free at 866.928.0928.
About Pareteum Corp
New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known
as Elephant Talk Communications, Inc. -- http://www.pareteum.com/
-- is an international provider of business software and services
to the telecommunications and financial services industry.
Squar Milner, LLP, in Los Angeles, California, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has suffered recurring losses from operations, has an
accumulated deficit of $287,080,234 and has negative working
capital. This, according to the auditors, raises substantial doubt
about the Company's ability to continue as a going concern.
Pareteum incurred a net loss of $31.44 million for the year ended
Dec. 31, 2016, compared with a net loss of $5 million for the year
ended Dec. 31, 2015.
The Company's balance sheet at June 30, 2017, showed $11.56 million
in total assets, $15.45 million in total liabilities and a total
stockholders' deficit of $3.88 million.
"Based on our current expectations with respect to our revenue and
expenses, we expect that our current level of cash and cash
equivalents could be sufficient to meet our liquidity needs for the
next twelve months. If our revenues do not grow as expected and if
we are not able to manage expenses sufficiently, including required
payments pursuant to the terms of the senior secured debt, we may
be required to obtain additional equity or debt financing.
Although we have previously been able to attract financing as
needed, such financing may not continue to be available at all, or
if available, on reasonable terms as required. Further, the terms
of such financing may be dilutive to existing shareholders or
otherwise on terms not favorable to us or existing shareholders.
If we are unable to secure additional financing, as circumstances
require, or do not succeed in meeting our sales objectives, we may
be required to change or significantly reduce our operations or
ultimately may not be able to continue our operations," as
disclosed in the Company's latest quarterly report for the period
ended June 30, 2017.
PERFUMANIA HOLDINGS: Court Approves Chapter 11 Plan
---------------------------------------------------
Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy,
reported that Perfumania Holdings Inc. received court approval to
move forward with its reorganization plan, which will allow the
troubled mall-based retailer to keep some of its stores open under
new ownership.
According to the report, Judge Christopher Sontchi of the U.S.
Bankruptcy Court in Wilmington, Del., signed off on the plan on
Oct. 6, less than two months after the retailer sought chapter 11
protection.
Perfumania said at the outset of its late-August bankruptcy filing
that it planned to close 64 of its 226 stores while under chapter
11 protection, the report related.
During the company's first-day hearing, Perfumania attorney Lisa
Laukitis said the case was "unusual and has the makings of a
success story" as a retailer that planned to keep its doors open
after seeking bankruptcy protection, the report further related.
The retailer received a lifeline from majority shareholders, the
report noted. The Nussdorf family, founders of the original
business, and affiliates of investor Rene Garcia, teamed up to
create an investment vehicle to save the chain, the report said.
Under Perfumania's reorganization plan, the new owners offered to
provide about $14.3 million in new equity into the company, the
report said. With the lifeline, Perfumania had a prepackaged plan
in place that didn't require votes from creditors or lenders, the
report added.
Despite the deal for equity holders, which often receive nothing
when a company seeks bankruptcy protection, one of Perfumania's
minority stockholders raised its voice last month, the report
related. CIII Holdings Inc. filed papers seeking the appointment
of an official equity committee as the shareholder believed it was
owed a larger distribution, but Judge Sontchi denied the request on
Friday, court papers show, the report said.
About Perfumania Holdings
Perfumania Holdings, Inc. (NASDAQ: PERF) --
http://www.perfumaniaholdings.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. The Company operates retail
stores and e-commerce specializing in the sale of fragrances and
related products across the United States, Puerto Rico, and the
U.S. Virgin Islands. The Company also operates a wholesale
distribution network, selling to mass retail, department stores as
well as domestic and international distributors.
On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated
debtors, including perfumania Holdings, Inc., each filed voluntary
petitions in the United States Bankruptcy Court for the District of
Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code. The Debtors' cases are jointly administered for
procedural purposes under the case docket for Model Reorg
Acquisition, LLC (Bankr. D. Del. Case No. 17-11794).
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, Ankura Consulting Group, LLC, is serving as financial
advisor, and Imperial Capital is serving as investment banker to
the Company.
The Skadden team includes Corporate Restructuring partners Lisa
Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle
Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as
Corporate Restructuring and Bankruptcy Litigation partner Anthony
Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking
partner Sarah Ward and associates Emily Stork, Shan Song (Chicago)
and Katherine Webb; Tax partner Brian Krause and associate Joseph
Soltis; and Corporate partner Richard Grossman (New York).
Epiq Bankruptcy Solutions is the claims and noticing agent and
maintains the Web site http://dm.epiq11.com/perfumania
POST EAST: Plan Confirmation Hearing Moved to Oct. 30
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut moved the
hearing to consider approval of Connect REO, LLC's proposed Chapter
11 plan of reorganization for Post East, LLC to Oct. 30.
The court also set an Oct. 20 deadline for equity holders to file
their objections and cast their votes accepting or rejecting the
plan.
The deadline for creditors and other parties to file their
objections expired on Sept. 13.
Under the proposed plan, all Class 2 unsecured claims will be paid
in full (or their pro rata share, if applicable) on the
distribution date from the net proceeds generated from the sale of
Post East's commercial building in Westport, Connecticut; or if not
available, paid a total of $2,000 by Connect REO, according to the
secured creditor's latest disclosure statement filed on July 18.
About Post East LLC
Post East, LLC, owns real estate at 740-748 Post Road East,
Westport, Connecticut. The property is a commercial real estate
which presently has seven leased spaces. The secured creditor is
Connect REO, LLC, which is owed $1,043,000.
Post East filed for Chapter 11 bankruptcy protection (Bankr. D.
Conn. Case No. 16-50848) on June 27, 2016. The petition was signed
by Michael F. Calise, member. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
The Debtor's bankruptcy counsel is Carl T. Gulliver, Esq., at Coan
Lewendon Gulliver & Miltenberger LLC. The Debtor's mortgage broker
is Richard J. Chappo of Chappo LLC.
On Feb. 2, 2017, Connect REO, LLC, a secured creditor, filed a
disclosure statement, which explains its proposed Chapter 11 plan
for the Debtor.
PRESCOTT VALLEY: Gets Approval to Hire Globic as Tender Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
supplemental application of Prescott Valley Events Center, LLC to
hire Globic Advisors as "tender agent" in connection with its
proposed plan to exit Chapter 11 protection.
Globic Advisors will facilitate the exchange of the bondholder
interests pursuant to the restructuring plan. Specifically, the
firm will provide these additional services:
(a) aid in the crafting of language to be used in
communicating the settlement to holders;
(b) transmit the offer to the Depository Trust Company, its
participant banks and beneficial owners;
(c) provide a help-line to handle questions from holders,
custodians, clearing systems, brokers, and any other
intermediaries;
(d) disseminate any notices during the settlement period;
(e) set up and remain responsible for all operational
relationships with the Depository Trust Company,
including establishing an Automated Tender Offer Program
(ATOP) account for the deal;
(f) monitor the ATOP account and report the results received
by producing specialized reports throughout the offer
period on an intra-day basis, analyzing available data
to support continuous decision-making;
(g) dialogue with nominee back-offices to provide the
working group with behind the scenes information on
pending tenders; and
(h) coordinate with the DTC or any other clearing system as
necessary to assure a successful settlement of the
offer.
The firm will be paid $7,000 for the additional services.
The Debtor initially hired the firm to be its information and
tabulation agent.
About Prescott Valley Events Center
Prescott Valley Events Center, LLC, was formed in 2005 to construct
and operate a multi-purpose sports and entertainment arena known as
the Prescott Valley Events Center in Prescott Valley, Arizona.
The Center opened in 2006 and plays host to concerts, community
events, trades shows, and sporting events, including several high
school championships. Until 2014, the Center served as the home of
the Arizona Sundogs (CHL) ice hockey team. The Center's seating
capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for
basketball.
The original members of PVEC were Prescott Valley Signature
Entertainment, LLC, and Global Entertainment Corporation, which
each owned 50 percent of the membership interests in PVEC.
PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr. D.
Ariz. Case No. 15-10356) on Aug. 14, 2015.
On November 30, 2015, J A Flats, Inc. and J A Flats II, Inc. filed
Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 15-15233 and
15-15235). The cases are jointly administered with that of PVEC
under Case No. 15-10356.
PVEC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt. J A Flats disclosed that it had estimated
assets and liabilities of less than $100,000. J A Flats II
disclosed $3.11 million in assets and $38,789 in liabilities.
The cases are assigned to Judge Madeleine C. Wanslee. Carolyn J.
Johnsen, Esq., and William Novotny, Esq., at Dickinson Wright PLLC,
in Phoenix, represent the Debtors as bankruptcy counsel.
On June 2, 2017, the Debtors filed a disclosure statement, which
explains their proposed Chapter 11 plan of reorganization. The
Debtors hired Globic Advisors as information and tabulation agent
in connection with the plan.
PRESCOTT VALLEY: May Hire U.S. Bank over Issuance of New Bonds
--------------------------------------------------------------
Prescott Valley Events Center, LLC received approval from the U.S.
Bankruptcy Court for the District of Arizona to hire U.S. Bank N.A.
in connection with the issuance of new bonds as required under its
Chapter 11 plan of reorganization.
Under the proposed plan, the new bonds in the principal amount of
$16 million will be issued to certain bondholders to satisfy their
claims.
U.S. Bank will coordinate with the Depository Trust Company, which
will act as securities depository for the new bonds.
The Debtor will be responsible only for the payment of $4,000 to
the bank. The Entertainment Center Community Facilities District,
which owns the property where the Prescott Valley Events Center is
located, will pay the remainder of the fees and costs.
U.S. Bank is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
U.S. Bank can be reached through:
William J. Jennings
U.S. Bank National Association
Global Corporate Trust Services
633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Phone: (213) 615-6054
Fax: (213) 615-6199
Email: william.jennings@usbank.com
About Prescott Valley Events Center
Prescott Valley Events Center, LLC, was formed in 2005 to construct
and operate a multi-purpose sports and entertainment arena known as
the Prescott Valley Events Center in Prescott Valley, Arizona.
The Center opened in 2006 and plays host to concerts, community
events, trades shows, and sporting events, including several high
school championships. Until 2014, the Center served as the home of
the Arizona Sundogs (CHL) ice hockey team. The Center's seating
capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for
basketball.
The original members of PVEC were Prescott Valley Signature
Entertainment, LLC, and Global Entertainment Corporation, which
each owned 50% of the membership interests in PVEC.
PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr. D.
Ariz. Case No. 15-10356) on Aug. 14, 2015.
On November 30, 2015, J A Flats, Inc. and J A Flats II, Inc. filed
Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 15-15233 and
15-15235). The cases are jointly administered with that of PVEC
under Case No. 15-10356.
PVEC estimated $10 million to $50 million in assets and $50 million
to $100 million in debt. J A Flats disclosed that it had estimated
assets and liabilities of less than $100,000. J A Flats II
disclosed $3.11 million in assets and $38,789 in liabilities.
The cases are assigned to Judge Madeleine C. Wanslee. Carolyn J.
Johnsen, Esq., and William Novotny, Esq., at Dickinson Wright PLLC,
in Phoenix, represent the Debtors as bankruptcy counsel.
On June 2, 2017, the Debtors filed a disclosure statement, which
explains their proposed Chapter 11 plan of reorganization. The
Debtors hired Globic Advisors as information and tabulation agent
in connection with the plan.
PUBLICK HOUSE: Plan Outline Okayed, Plan Hearing on Oct. 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey is set to
hold a hearing on Oct. 31 to consider approval of the joint Chapter
11 plan of reorganization for Publick House Holdings LLC and
Publick House Partners LLC.
The hearing will be held at 11:30 a.m., at Courtroom 3E, M.L. King
Jr. Federal Building.
The court will also consider at the hearing final approval of the
companies' disclosure statement, which it conditionally approved on
Sept. 26.
The order set an Oct. 24 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
The companies filed their proposed restructuring plan and
disclosure statement on August 24.
About Publick House Holdings
Publick House Holdings, LLC, sought Chapter 11 protection (Bankr.
D. N.J. Case No. 15-26730) on Sept. 2, 2015. The case is assigned
to Judge Rosemary Gambardella. The petition was signed by Joseph
Lubrano, managing member.
The Debtor disclosed assets of $2.9 million and $3.9 million in
debt.
The Debtor tapped Richard Honig, Esq., at Hellring, Lindenman,
Goldstein & Siegel, as counsel.
PUERTO RICAN PARADE: $330 Monthly for 60 Months for Unsecureds
--------------------------------------------------------------
Puerto Rican Parade Committee of Chicago, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a third
amended disclosure statement to accompany its plan of
reorganization, which provides that on its Effective Date, the
Debtor will retain all of its assets and will thereafter be
responsible for paying the Claims of their creditors.
The plan proposes to pay Class 7 general unsecured creditors $330
monthly for 60 months, then $1,000/month until balance is paid in
full with 1% interest.
The Debtor intends to continue the operations of its business
which, based upon historical data, should generate funds sufficient
to pay the monies required under this Plan. All distributions under
the Plan will be made from the ongoing business operations.
A full-text copy of the Third Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/ilnb17-03480-38.pdf
About Puerto Rican Parade Committee
Puerto Rican Parade Committee of Chicago, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
17-03480) on Feb. 6, 2017. The petition was signed by Angel
Medina, president. The case is assigned to Judge Carol A. Doyle.
At the time of the filing, the Debtor estimated assets of less than
$1 million.
Paul M. Bach, Esq., and Penelope N. Bach, Esq., at the Bach Law
Offices, serve as the Debtor's bankruptcy counsel.
PUMAS CAB: Taps Alla Kachan as Legal Counsel
--------------------------------------------
Pumas Cab Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to employ the Law Offices of Alla Kachan, P.C.
to, among other things, assist in administering its Chapter 11 case
and in the preparation and implementation of a plan of
reorganization.
The firm will charge an hourly fee of $300 for the services of its
attorneys and $150 for clerks and paraprofessionals.
The Debtor paid the firm an initial retainer of $20,000 on July 5.
Alla Kachan, Esq., 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:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
3099 Coney Island Avenue, 3rd Floor
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-3156
Email: alla@kachanlaw.com
About Pumas Cab Corp.
Pumas Cab Corp., based in Astoria, New York, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 17-44151) on August 10, 2017.
Pumas Cab is a small business Debtor as defined in 11 U.S.C.
Section 101(51D) under the taxi and limousine service industry. It
is an affiliate of Quizphi Cab Corp., which sought bankruptcy
protection (Bankr. E.D.N.Y. Case No. 17-44085) on Aug. 7, 2017.
In its petition, the Debtor estimated $12,415 in assets and $2.64
million in liabilities. The petition was signed by Nelly Lucero,
secretary.
The Hon. Carla E. Craig presides over the Pumas Cab case.
RICHARD D. VAN LUNEN: Unsecureds to Recover 28% Under Proposed Plan
-------------------------------------------------------------------
Richard D. Van Lunen Charitable Foundation filed with the U.S.
Bankruptcy Court for the District of Colorado a disclosure
statement in support of its plan of reorganization, dated Sept. 13,
2017.
Class 2 under the plan consists of the holders of allowed general
unsecured claims in the approximate total amount of $3,171,030.
Class 2 unsecured creditors will be paid a Pro Rata share of the
Debtor's Net Cash on the Effective Date of the Plan. The Debtor
estimates its Net Cash will be approximately $2,688,501 on the
Effective Date and each member of Class 2 will receive
approximately 28% of their allowed unsecured claim.
Upon confirmation of the Plan, the Reorganized Debtor will
implement its Plan as follows:
(a) Upon entry of the Confirmation Order, the Estate's Assets
will be transferred to the Reorganized Debtor.
(b) The Reorganized Debtor shall operate its non-profit business
following the entry of the Confirmation Order and will pay its
creditors from its Net Cash as provided for in this Plan.
(c) The Reorganized Debtor will pay creditor classes established
under the Plan. The Debtor understands that certain creditors in
Class 2 may waive their right to Distributions under the Debtor's
Plan. If this occurs, these amounts will be retained by the
Reorganized Debtor which in turn will use such funds to make future
grants.
(d) The Reorganized Debtor will pay the holders of allowed
Chapter 11 Administrative Expenses, except for the U.S. Trustee, on
the Effective Date of the Plan unless otherwise agreed to between
these parties and the Reorganized Debtor, or as otherwise provided
for in the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/cob17-14499-76.pdf
About Richard D. Van Lunen Charitable Foundation
Based in Palos Park, Illinois, Richard D. Van Lunen Charitable
Foundation is a foundation that funds primarily for Christian
churches and education.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. The
petition was signed by James Achterhof, managing trustee and
director.
Jeffrey Weinman, Esq., at Weinman & Associates, P.C., is the
Debtor's its lead counsel, and Patrick D. Vellone, Esq. at Allen
Vellone Wolf Helfrich & Factor P.C. as co-counsel. The Debtor
employs UHY Advisors Mid-Atlantic MD, Inc. as accountant.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Richard D. Van Lunen Charitable
Foundation as of June 27, 2017, according to a court docket.
RJR TOWING: Has Until Nov. 26 to Exclusively File Plan
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida agreed
to extend to Nov. 26, 2017, the exclusive period for RJR Towing,
LLC, and NRMT, LLC, to propose a plan of reorganization.
As reported by the Troubled Company Reporter on Sept. 7, 2017, the
Debtors sought a 90-day extension, saying that they continue to
actively negotiate with creditors, including the principal secured
creditor, to develop a plan that is not only feasible but may
result in consent to confirmation by the creditors with the largest
claims. The Debtors claimed that they are somewhat confident that,
if given additional time, they will be able to resolve the
remaining issues to arrive at a fair and confirmable plan.
About RJR Towing
Based on Jacksonville, Florida, the Debtors -- RJR Towing LLC and
NRMT LLC -- work together to operate a towing business. RJR Towing
LLC and NRMT LLC filed Chapter 11 petition (Bankr. M.D. Fla. Case
Nos. 17-00701 and 17-00702, respectively) on March 1, 2017. The
cases are jointly administered.
At the time of filing, the RJR Towing had $100,000 to $500,000 in
estimated assets and $500,000 to $1 million in estimated
liabilities, while NRMT had $0 to $50,000 in estimated assets and
$100,000 to $500,000 in estimated liabilities.
The Debtors are represented by Robert D. Wilcox, Esq., of Wilcox
Law Firm. The Petitions were signed by Jonathan Ramdhan,
president.
RLE INDUSTRIES: Has Final Approval to Use Cash Collateral
---------------------------------------------------------
The Hon. Michael E. Wiles of the US Bankruptcy Court for the
Southern District of New York has entered a final order authorizing
RLE Industries, LLC and NEI Industries, Inc. to use cash collateral
on a final basis nunc pro tunc as of the Petition Date through
October 31, 2017 only in the amounts and for the purposes set forth
in the Budgets.
The Court requires that all of the cash on hand as of October 31,
2017, together with any outstanding accounts receivable, will be
turned over to the Debtors' counsel pending further order of the
Court or confirmation of a plan in the Debtors' Chapter 11 cases.
The Debtors identified two parties who might be affected by its use
of cash collateral: JP Morgan Chase Bank and Merchant Cash and
Capital, LLC d/b/a/ BizFi. The documents submitted to the Court
show that RLE Industries is the primary obligor as to debts owed to
Chase Bank and BizFi. NEI Industries apparently has guaranteed RLE
Industries' obligations to Chase Bank, but not any obligations owed
to BizFi.
Based upon a Merchant Agreement entered into and between Bizfi and
the Debtor, Bizfi asserts that it as of the Petition Date, there
remains due and owing the sum of $337,424, and that therefore,
BizFi has a security/ownership interest in all or part of RLE
Industries' personal property, including the proceeds thereof,
including cash collateral.
Chase Bank asserts security interests in all or part of the
Debtors' personal property, including the proceeds thereof,
including cash collateral.
The nature of the interests of Chase Bank and BizFi in the Debtors'
cash, and the perfection of any claimed interests, has not yet been
determined. To prevent any diminution to the value of Chase Bank's
and/or BizFi's interest in the Debtors' cash, the Court:
(A) Requires the Debtors to pay, through October 31, 2017,
monthly interest-only debt service payments to Chase Bank, at the
contractual interest rate set forth in the Chase loan documents,
which payments will be applied only to Chase Bank's allowed secured
claims. The adequate protection payments will be allocated among
the Debtors in proportion to the amounts of Chase Bank's cash
collateral that they respectively use.
(B) Requires RLE Industries to make monthly payments to BizFi
through October 31, 2017 in the agreed amount of $3,500, which
payments will be applied to reduce BizFi's allowed secured claim,
with such payments to be subject to disgorgement in the event that
the Court subsequently determines that BizFi does not have an
allowed secured claim.
(C) Grants Chase Bank and BizFi adequate protection liens in
all assets of RLE Industries but only to the extent RLE Industries
uses cash pursuant to the Final Order, which adequate protection
liens will only apply to such extent: (i) that Chase Bank and/or
BizFi held valid, perfected and enforceable liens and security
interests in RLE Industries' cash or other properties as of the
Petition Date, (ii) that the Court later determines that the use of
cash collateral has resulted in an actual diminution in the value
of Chase Bank's and/or BizFi's interests in RLE Industries'
properties, and (iii) in the amount of such diminution.
(D) Grants Chase Bank adequate protection liens in all assets
of NEI Industries to the extent NEI Industries uses cash pursuant
to the Final Order. Such Adequate Protection Liens will only apply
to the extent that Chase Bank held valid, perfected and enforceable
liens and security interests in NEI Industries' cash or other
properties as of the Petition Date, and apply only to the extent
that the Court later determines that the use of cash collateral has
resulted in an actual diminution in the value of Chase Bank's
interests in NEI Industries' properties, and only in the amount of
such diminution.
A full-text copy of the Final Order, dated Oct. 5, 2017, is
available at http://tinyurl.com/yd6yrr5x
About RLE Industries
Founded in 1997, New York-based RLE Industries, LLC dba Robert
Lighting & Energy -- http://rleindustries.com/-- owns and operates
an electrical lighting and fixture manufacturing and fabrication
business. NEI Industries Inc is in the business of installing
lighting fixtures manufactured by RLE Industries.
RLE Industries (Bankr. S.D.N.Y. Case No. 17-11748) and affiliate
NEI Industries Inc. dba Northeast Electric (Bankr. S.D.N.Y. Case
No. 17-11749) filed for Chapter 11 bankruptcy protection on June
23, 2017. The petitions were signed by Scott Koenig, president.
Judge Michael E. Wiles presides over the case.
Dawn Kirby, Esq., and Jonathan S. Pasternak, Esq., at Delbello
Donnellan Weingarten Wise & Wiederkeher, LLP, serves as the
Debtor's bankruptcy counsel.
Foresight Advisors LLC is the Debtors' financial advisors.
Each of the Debtors estimated assets at between $500,000 and $1
million, and liabilities at between $1 million and $10 million.
ROCK ELITE: Court Denies Request for More Time to File Plan
-----------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida has denied Rock Elite Fitness, LLC's
request to extend the exclusivity periods to file a plan of
reorganization and solicit acceptance of the plan.
"For the reasons stated on the record, Debtor's Motion to Extend
Exclusivity Period to File a Plan of Reorganization and Exclusive
Period to Solicit Acceptances Thereto is denied," the Court said.
As reported by the Troubled Company Reporter on Sept. 22, 2017, the
Debtor asked the Court to extend the Debtor's exclusive period to
file a plan of reorganization through and including Jan. 8, 2018,
and the exclusive period to solicit acceptances of its plan for 60
days thereafter, to March 9, 2018. Absent an extension, the
Debtor's plan exclusivity period expires on Oct. 10.
Headquartered in West Palm Beach, Florida, Rock Elite Fitness, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 17-17314) on June 12, 2017, estimating its assets at up to
$50,000 and its liabilities at between $100,001 and $500,000. Dana
L. Kaplan, Esq., at Kelley & Fulton, PL, serves as the Debtor's
bankruptcy counsel.
SAAD INC: Has Approval to Use Cash Collateral Until Oct. 19
-----------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts entered an order authorizing Saad, Inc. to use
cash collateral pending further order of the Court on the same
terms and conditions as previously allowed. A continued hearing
will be held on October 19, 2017 at 11:00 a.m.
A full-text copy of the Order, dated October 5, 2017, is available
at http://tinyurl.com/y8me4s2y
About Saad Inc.
Saad, Inc., owns and operates a gas station located at 899 Belmont
Street, Brockton, Massachusetts.
Saad, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13691) on Sept. 27, 2016, disclosing total assets at $1.26
million and total liabilities at $734,638. Yacoub G. Saad,
president, signed the petition.
The case is assigned to Judge Joan N. Feeney.
The Debtor is represented by Norman Novinsky, Esq., at Novinsky &
Associates.
The Debtor continues to operate as a debtor-in-possession pursuant
to Sections 1107 and 1108 of the Bankruptcy Code. No official
committee of creditors has been appointed in the case.
SCIENTIFIC GAMES: Had $1.3M Outstanding Series B Note as of May 19
------------------------------------------------------------------
On April 17, 2017, Great Basin Scientific, Inc., entered into an
exchange agreement whereby each holder of Series F Convertible
Preferred Stock would convert their pro rata amount of 2,000 shares
of Series F Preferred Stock into shares of the Company's common
stock at a conversion price per the terms of the agreement.
On May 12, 2017 pursuant to the terms of the agreement, the Company
issued 101,647 shares of common stock for the conversion of 102
shares of Series F Convertible Preferred Stock at a conversion rate
of $1.06 per share. The issuance of the shares pursuant to the
conversion of the Series F Convertible Stock is exempt from
registration under the Securities Act pursuant to the provisions of
Section 3(a)(9) thereof as securities exchanged by the issuer with
its existing security holders exclusively where no commission or
other remuneration is paid or given directly or indirectly for
soliciting such exchange.
On May 15 and May 16, 2017, certain holders of 2017 Series B Senior
Secured Convertible Notes dated April 17, 2017, were issued shares
of the Company common stock, par value $0.0001 per share, pursuant
to Section 3(a)(9) of the U.S. Securities Act of 1933, as amended,
in connection with conversions at the election of the holder. The
conversions were pursuant to a letter dated May 12, 2017 from the
Company to the holders of the 2017 Series B Notes that reduced the
conversion price of the 2017 Series B Notes form $3.00 per share to
$1.10 per share until July 14, 2017. In connection with the
conversions, the Company issued 40,000 shares of Common Stock. As
per the terms of the Series B Notes, the Conversion Shares
immediately reduced the principal amount outstanding of the Series
B Notes by $44,000 based upon a conversion price of $1.10 per
share. The issuance of the Conversion Shares pursuant to the
conversion of the Series B Notes described herein is exempt from
registration under the Securities Act pursuant to the provisions of
Section 3(a)(9) thereof as securities exchanged by the issuer with
its existing security holders exclusively where no commission or
other remuneration is paid or given directly or indirectly for
soliciting such exchange. As of May 19, 2017, approximately $1.3
million in Series B Note principal remains outstanding for
conversion pursuant to the terms of the Series B Notes.
As of May 19, 2017, there are 1,978,584 shares of Common Stock
issued and outstanding.
About Great Basin
West Valley City, Utah-based Great Basin Scientific Inc. --
http://www.gbscience.com/-- is a molecular diagnostics company
that commercializes breakthrough chip-based technologies. The
Company is dedicated to the development of simple, yet powerful,
sample-to-result technology and products that provide fast,
multiple-pathogen diagnoses of infectious diseases. The Company's
vision is to make molecular diagnostic testing so simple and
cost-effective that every patient will be tested for every serious
infection, reducing misdiagnoses and significantly limiting the
spread of infectious disease.
Great Basin reported a net loss of $89.14 million on $3.04 million
of revenues for the year ended Dec. 31, 2016, compared to a net
loss of $57.89 million on $2.14 million of revenues for the year
ended Dec. 31, 2015.
As of March 31, 2017, Great Basin had $29.24 million in total
assets, $59.10 million in total liabilities, and a total
stockholders' deficit of $29.86 million.
The Company's independent accountants, BDO USA, LLP, in Salt Lake
City, Utah, expressed "substantial doubt" about the Company's
ability to continue as a going concern noting that the Company has
incurred substantial losses from operations, has negative operating
cash flows and has a net capital deficiency.
SEARS CANADA: Deadline for Approval of Liquidation Oct. 13
----------------------------------------------------------
FTI Consulting, the monitor appointed in Sears Canada Inc.'s CCAA
cases, on Oct. 2, 2017, filed a third report, reporting on the
current status of Sears Canada's DIP Credit Agreements, including:
(a) the negotiation of Seventh Amendments to: (i) modify
minimum inventory balance thresholds; and (ii) respond to
the Applicants' failure to meet certain milestones for the
selection of successful bids by Sept. 25, 2017 and the
commencement of store closure sales for all locations not
the subject of those successful bids by Sept. 27, 2017
(the "Milestone Breaches"); and
(b) the suspension of funding under the DIP ABL Credit
Agreement as a result of the Milestone Breaches until the
time as amendments and forbearance agreements satisfactory
to the DIP Lenders were entered into pursuant to the
proposed Seventh Amendments.
Liquidation Process
To recall, on July 18, 2017, the Court issued a Liquidation Sale
Approval Order, which approved (i) a process for the liquidation of
inventory, furniture, fixtures and equipment ("FF&E") at locations
scheduled for closure (the "Liquidation Process"); and (ii) in
connection with that Liquidation Process, an Amended and Restated
Agency Agreement and a Consulting Agreement between Sears Canada
and the agent and consultant.
Pursuant to the agreements governing the Liquidation Process, the
Liquidation Process is scheduled to be completed by Oct. 12, 2017.
As of Oct. 2, 2017, the Liquidation Process is complete at all Full
Line, Home and Outlet stores. Sales at all but one Dealer store
have been completed. The remaining Dealer store is expected to
close on Oct. 4, 2017.
7th Amendments
Paul Bishop and Greg Watson, senior managing directors at FTI,
disclosed Oct. 3, 2017 that the Seventh Amendments have now been
concluded. The Seventh Amendments include these material
requirements:
(a) an agreement in form and substance acceptable to the DIP
Lenders must be entered into with a liquidator to undertake
liquidations of the remaining Sears Canada locations on
Oct. 7, 2017 (the "Acceptable Liquidation Agreement");
(b) the Acceptable Liquidation Agreement must be approved by
the Court no later than Oct. 13, 2017; and
(c) a bid that is satisfactory to the DIP Lenders providing
for a liquidation sale in respect of the stores for which
Sears Canada has agreed to surrender its leases must be
delivered to the DIP Lenders by Oct. 6, 2017.
The Acceptable Liquidation Agreement must provide for the
commencement of a liquidation sale at the remaining Sears Canada
locations by Oct. 19, 2017, which date can be extended to Oct. 26,
2017 in the DIP Lenders' discretion. As a result, the Acceptable
Liquidation Agreement will be able to move forward quickly if a
going concern solution for the business cannot be implemented and
provide greater recoveries to other creditors at that time.
The Seventh Amendments provide for aggregate fees to the DIP
Lenders of US$1,500,000.
As part of the Seventh Amendments, the Applicants and the DIP ABL
Lenders have agreed that draws under the DIP ABL Credit Agreement
will resume in respect of the week ending Oct. 7, 2017 in
accordance with the draft amended budget delivered by Sears Canada
to the DIP Lenders and, in respect of each week thereafter, in
accordance with the then-current DIP budget that has been approved
by the DIP Lenders in their sole discretion.
A copy of the Monitor's Third Report filed Oct. 2, 2017, is
available at https://is.gd/1QxQzI
A copy of the Monitor's Supplemental Report filed Oct. 3, 2017, is
available at https://is.gd/WTJd4v
About Sears Canada
Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto. Sears Canada's unique brand format offers premium
quality Sears Label products, designed and sourced by Sears Canada,
and of-the-moment fashion and home decor from designer labels in
The Cut @ Sears. Sears Canada also has a top ranked appliance and
mattress business in Canada. Sears Canada is undergoing a
reinvention, including new customer experiences at every
touchpoint, a new e-commerce platform, new store concepts, and a
new set of customer service principles designed to deliver WOW
experiences to customers. Information can be found at
sears.ca/reinvention. Sears Canada operates as a separate entity
from its U.S.- based co-founder, now known as Sears Holdings Corp.
based in Illinois.
The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.107
billion.
Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.
Sears Canada and its subsidiaries on June 22, 2017, were granted an
order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor. Sears Canada and certain of
its subsidiaries have obtained orders from the Ontario Superior
Court of Justice (Commercial List) extending the stay period
provided by the Initial Order to Nov. 7, 2017, under the CCAA.
The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.
FTI Consulting is the Court-appointed monitor. The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.
SEARS CANADA: Sale of Three Business Units Approved
---------------------------------------------------
Sears Canada, Inc., on Oct. 4, 2017, won approval to sell its
Corbeil specialty appliance sales business, SLH transportation and
logistics business, and its home improvement business to three
separate purchasers.
The Ontario Court approved the sale transaction contemplated by an
Asset Purchase Agreement between Corbeil Electrique Inc. as Seller,
Am-Cam Electromenagers Inc. as buyer, Distinctive Appliances Inc.
as Guarantor and Sears Canada as intervenor, dated Oct. 1, 2017.
The Applicants determined that the bid of Am-Cam Electromenagers
Inc., a subsidiary of Distinctive Appliances Inc. -- Corbeil
Purchaser -- was the highest and otherwise best offer for the
Corbeil Business.
The Ontario Court also approved the sale transaction contemplated
by an Asset Purchase Agreement between S.L.H. Transport Inc., Sears
Canada Inc. and 168886 Canada Inc., as vendors, and 8507597 Canada
Inc., as purchaser, made as of Sept. 29, 2017. The Applicants, in
consultation with BMO, the Monitor and the DIP Lenders, determined
that the bid of 8507597 Canada Inc., a subsidiary of CAT Inc., a
national and cross-border freight carrier in North America, was the
highest and best offer for the SLH Business.
The Ontario Court further approved (x) the sale of Sears Oil
Services, Sears Heating and Cooling and Sears Duct Cleaning
Services, which comprise the "Sears Home Improvements Business",
together with certain ancillary assets contemplated by an Asset
Purchase Agreement between Sears Canada Inc., as vendor, and
Confort Expert Inc. as purchaser dated Sept. 28, 2017, as amended,
and (y) the assignment of certain contracts to the Buyer as
contemplated by the Asset Purchase Agreement between Sears Canada
Inc., as seller, and Confort Expert Inc., as buyer, dated Sept. 28,
2017, with respect to the Sears Home Improvements Business.
Sears Canada carries on a business known as Sears Oil Services /
Produits et services de chauffage au mazout Sears; Sears Heating
and Cooling / Produits de chauffage et de climatisation Sears; and
Sears Duct Cleaning Services / Services de nettoyage de conduits
Sears, which comprise the "Home Services Business", which are
currently operated by Confort Expert Inc. under a Branded
Concession Agreement with Sears Canada. Pursuant to the SISP,
Confort Expert is the successful bidder in a transaction to acquire
Sears Canada's right, title and interest in the Home Services
Business.
Other Assets
Sears Canada also sought approval to sell assets related to the
Viking appliance brand. Sears Canada is the owner of certain
trademarks related to the Viking appliance brand. The highest or
otherwise best transaction generated from the SISP for these assets
was an offer from Canadian Tire Corporation, Limited. The terms of
this transaction are contained in an Asset Purchase Agreement dated
September 29, 2017. The assets that are the subject of this
transaction are also the subject of a right of first negotiation
and a right of first refusal in favor of The Middleby Corporation.
The Viking ROFR was among the surviving provisions of an expired
License Agreement made December 19, 2002, between Sears Canada and
Viking Range Corporation, as predecessor to Middleby. Middleby
elected to participate in the SISP bidding process and was provided
a full opportunity both at the Binding Bid Deadline and through
subsequent rounds of negotiations to put its best bid forward in
that process, which ultimately was not the highest or otherwise
best bid.
Sears Canada also received a SISP-compliant offer from Clear
Destination Inc. to purchase Sears Canada's right, title and
interest in a License and Services Agreement dated as of October
31, 2016, pursuant to which Clear Destination Inc. licensed to
Sears Canada certain rights to intellectual property associated
with certain 'ship-to-home' services offered by Sears Canada. The
transaction was, in substance a settlement, of all parties'
existing and future obligations under the license arrangement. The
transaction was undertaken on an 'as is, where is' basis. The
Applicants completed this transaction on Oct. 2, 2017.
As of Oct. 4, 2017, the Canadian Tire and the Clear Destination
deals have not yet been approved by the Court.
About Sears Canada
Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto. Sears Canada's unique brand format offers premium
quality Sears Label products, designed and sourced by Sears Canada,
and of-the-moment fashion and home decor from designer labels in
The Cut @ Sears. Sears Canada also has a top ranked appliance and
mattress business in Canada. Sears Canada is undergoing a
reinvention, including new customer experiences at every
touchpoint, a new e-commerce platform, new store concepts, and a
new set of customer service principles designed to deliver WOW
experiences to customers. Information can be found at
sears.ca/reinvention. Sears Canada operates as a separate entity
from its U.S.- based co-founder, now known as Sears Holdings Corp.
based in Illinois.
The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.107
billion.
Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.
Sears Canada and its subsidiaries on June 22, 2017, were granted an
order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor. Sears Canada and certain of
its subsidiaries have obtained orders from the Ontario Superior
Court of Justice (Commercial List) extending the stay period
provided by the Initial Order to Nov. 7, 2017, under the CCAA.
The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.
FTI Consulting is the Court-appointed monitor. The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.
SEARS CANADA: Says Stranzl Offer Uncertain, Gives Low Recoveries
----------------------------------------------------------------
FTI Consulting, the monitor appointed in Sears Canada's CCAA cases,
said Oct. 2, 2017, that the individual sales of the assets of Sears
Canada and the liquidation of remaining inventory during the
Holiday season -- rather than a going-concern sale of the assets to
CEO Brandon Stranzl -- would fetch more.
Certain members of Sears Canada's management, specifically Mr.
Brandon Stranzl, Sears Canada's Chief Executive Offer, and his
associates, have submitted a proposal for a going concern
transaction for the Sears Canada business.
Mr. Stranzl on Aug. 15, 2017, stepped away from the day-to-day
operations of Sears Canada and focused efforts on the development
of the going concern proposal.
The sale and investor solicitation process (the "SISP") set Aug.
31, 2017, as the deadline for receipt of Binding Bids and Binding
Lease Modification Proposals. As of the Binding Bid Deadline, a
number of proposals were received and had not expired or been
revoked.
To participate in the bidding process, the Company's DIP Lenders
were required to provide a written notice of such intention on or
before July 17, 2017. No such notices were received from the DIP
lenders.
BMO Nesbitt Burns Inc. contacted seven parties who were believed to
have a potential interest in acquiring, or investing in, a
restructured full-line retail business of Sears Canada.
Upon execution of non-disclosure agreements, three of these parties
accessed the electronic data room established for due diligence
purposes by BMO. One of the interested parties was the Stranzl
Group.
On the Binding Bid Deadline, a number of expressions of interest in
connection with the retail business of Sears Canada were received
and were reviewed in detail by the Applicants, the Special
Committee, the Monitor and their respective legal and financial
advisors, as applicable. Each of these expressions of interest was
non-compliant with the requirements of a Binding Bid under the SISP
for one or more of the following reasons:
(a) conditionality regarding due diligence and financing;
(b) deficiencies in quantum of a cash deposit; or
(c) deficiencies in the scope of transaction documentation
provided by potential bidders.
Stranzl Group Proposal
The SISP provides that Sears Canada, with the consent of the
Monitor, BMO and the DIP Lenders, could allow a non-compliant bid
to continue in the SISP process. Sears Canada, with the consent of
the Monitor and BMO, determined that the Stranzl Group Proposal
should continue to be explored in the SISP. The DIP Lenders were
aware of this approach and neither consented nor objected to Sears
Canada proceeding in that manner.
The other potential bids for the retail business of Sears Canada
have not been advanced at this time either because the quantum of
potential consideration is insufficient, uncertain or the
transactions are otherwise not executable.
Following the Binding Bid Deadline, extensive due diligence
requests from the Stranzl Group were satisfied, meetings were held
with the Stranzl Group to explain concerns with the Stranzl Group
Proposal including its conditionality, the financial terms of the
transaction as compared to other options available to the
Applicants, and timelines to complete the transaction.
On Sept. 25, 2017, a revised bid was submitted by the Stranzl
Group, together with certain conditional financing commitments.
Further meetings were held with the Stranzl Group and their
advisors, including, most recently, on Sept. 27th, and Sept. 29th.
A revised form of asset purchase agreement was delivered on Sept.
29, 2017, however a number of critical economic terms were left
blank. The Monitor has received a copy of a letter from counsel to
the Stranzl Group indicating that the Stranzl Group intends to
present an updated proposal on value.
According to the Monitor's Third Report, filed Oct. 2, 2017, the
Monitor, the Applicants and their respective advisors and counsel
have worked diligently with the Stranzl Group to achieve a going
concern transaction. However, as of Oct. 2, 2017, the Monitor
notes that the Stranzl Group Proposal remains conditional in a
number of respects, and accordingly presents significant closing
risk and uncertain recoveries.
The parties are continuing to work with the Stranzl Group to
address the deficiencies in its offer.
According to the Monitor, the current circumstances facing Sears
Canada, with its increasing DIP obligations, its continuing
operating losses and the upcoming holiday season, provide limited
flexibility for the Applicants to continue to seek to advance a
going concern solution. The Monitor also notes that the DIP Credit
Agreements, as amended, are expected to require that the Applicants
commence a liquidation of inventory at all stores in the very near
future. As noted earlier in this Third Report, the Applicants'
current liquidity situation requires immediate and ongoing funding
under the DIP ABL Credit Agreement and, as a result, this timeline
is a key consideration. The Stranzl Group Proposal as currently
presented may not be executable within the timeline and liquidity
available to the Applicants.
The Monitor reviewed the economic terms presented in the initial
Stranzl Group Proposal. Based upon the Monitor's preliminary
analysis, it appears that the terms of the initial Stranzl Group
Proposal provide lower recoveries to non-assumed unsecured
creditors than are available through individual sales of the
Applicants' remaining assets and a liquidation of remaining
inventory and FF&E. The Monitor believes the viability of a going
concern transaction can continue to be explored subject to time
constraints imposed by the Applicants' ongoing operating losses,
financing arrangements, liquidity and necessary timelines to
commence a liquidation process, but only in conjunction with (and
not to the exclusion of) the other value maximizing transactions
that can be completed while not necessarily eliminating any
opportunity for the completion of a modified going concern
transaction with the Stranzl Group.
About Sears Canada
Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto. Sears Canada's unique brand format offers premium
quality Sears Label products, designed and sourced by Sears Canada,
and of-the-moment fashion and home decor from designer labels in
The Cut @ Sears. Sears Canada also has a top ranked appliance and
mattress business in Canada. Sears Canada is undergoing a
reinvention, including new customer experiences at every
touchpoint, a new e-commerce platform, new store concepts, and a
new set of customer service principles designed to deliver WOW
experiences to customers. Information can be found at
sears.ca/reinvention. Sears Canada operates as a separate entity
from its U.S.- based co-founder, now known as Sears Holdings Corp.
based in Illinois.
The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.107
billion.
Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.
Sears Canada and its subsidiaries on June 22, 2017, were granted an
order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor. Sears Canada and certain of
its subsidiaries have obtained orders from the Ontario Superior
Court of Justice (Commercial List) extending the stay period
provided by the Initial Order to Nov. 7, 2017, under the CCAA.
The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.
FTI Consulting is the Court-appointed monitor. The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.
SEARS CANADA: Wins Approval of 12 Real Estate Transactions
----------------------------------------------------------
Sears Canada, Inc., on Oct. 4, 2017, won approval of these real
estate transactions:
A. Property Sale Transaction:
-- the sale of lands and buildings located at 2311 McPhillips
Street, together with certain ancillary assets, with
respect to Garden City Mall Winnipeg (Store No. 1424)
contemplated by a Further Amended Agreement of Purchase
and Sale between Sears Canada Inc., as vendor, and 1562903
Ontario Limited as purchaser dated Sept. 27, 2017;
B. Lease Transfer Transaction:
-- the lease transfer with respect to the Distribution
Center, located at #10, 5800-79 Avenue S.E., Calgary,
Alberta, contemplated by a Lease Transfer Agreement
Between Sears Canada, as Assignor, and Indigo Books &
Music Inc. as Assignee dated Sept. 28, 2017;
C. Lease Surrender Transactions:
1. the lease transfer with respect to 4567 Lougheed Highway,
Burnaby, British Columbia ("Brentwood Mall"), contemplated
by a Lease Surrender Agreement between Sears Canada Inc.,
as Tenant, and Shape Brentwood Limited Partnership,
Brentwood Towncentre Limited Partnership and 0862223 B.C.
Ltd., as landlord, dated Sept. 20, 2017 (the "LSA");
2. the lease transfer with respect to 4750 Rutherford Road,
Nanaimo, British Columbia ("Nanaimo North", contemplated
by a Lease Surrender Agreement between Sears Canada Inc.,
as Tenant, and Shape Properties (Nanaimo) Corp., NNTC
Equities Inc. and 1854 Holdings Ltd., as landlord dated
Sept. 20, 2017 (the "LSA");
3. the amendment of the lease, with respect to 48 Kenmount
Rd., St. John's, NL ("Avalon Mall"), contemplated by a
Lease Amending Agreement between Sears Canada Inc., as
Tenant, and Crombie Developments Limited as Landlord
dated Sept. 25, 2017;
4. the lease surrender and resiliation transaction, with
respect to 999 Upper Wentworth Street, Hamilton, Ontario
("Lime Ridge"), contemplated by a Lease Surrender
Agreement between Sears Canada Inc., as Tenant, and
CF/Realty Holdings Inc. and Ontrea Inc. as landlords
dated Sept. 27, 2017;
5. the Lease surrender and resiliation transaction with
respect to property at 66Q - 1485 Portage Avenue,
Winnipeg, Manitoba ("Polo Park"), pursuant to a Lease
Surrender Agreement between Sears Canada, as Tenant, and
CF/Realty Holdings Inc. and Ontrea Inc. as Landlords dated
Sept. 27, 2017;
6. the lease surrender and resiliation transaction with
respect to 6801 Route Transcanadienne, Pointe-Claire,
Quebec ("Pointe-Claire"), contemplated by a Lease
Surrender Agreement between Sears Canada, as Tenant, and
CF Fairview Pointe-Claire Leaseholds Inc. as Landlord
dated Sept. 27, 2017;
7. the lease surrender with respect to property at 1800
Sheppard Avenue East, Suite 330, Willowdale, Ontario
contemplated by a Lease Surrender Agreement between Sears
Canada, as Tenant, and Fairmall Leaseholds Inc. and as
Landlord dated Sept. 27, 2017;
8. the lease surrender and resiliation with 300 Borough
Drive, Scarborough, Ontario, contemplated by a Lease
Surrender Agreement between Sears Canada Inc., as Tenant,
and Scarborough Town Centre Holdings Inc. as Landlord
dated Sept. 27, 2017;
9. the lease termination with respect to 240 Leighland Ave,
Oakville, Ontario, Oakville Place Mall Store # 1321,
contemplated by a Lease Termination Agreement between
Sears Canada, as Tenant, and RioCan Holdings (Oakville
Place) Inc. as landlord dated as of Sept. 27,2017; and
10. the lease surrender and resiliation, with respect to 2271
Harvey Avenue, Kelowna, British Columbia ("Kelowna Full
Line Store / Home Store"), contemplated by a Lease
Surrender Agreement between Sears Canada Inc., as Tenant,
and Orchard Park Shopping Centre Holdings Inc. as Landlord
dated Sept. 22, 2017.
The Monitor has informed the CCAA Court that it is satisfied that
Indigo has the capability to perform its obligations under both the
lease and the Assigned Software Contracts. Indigo is a publicly
traded company on the TSX. According to Indigo's public
disclosures, as of July 1, 2017, it operated 89 superstores under
the banners Chapters and Indigo and 122 small format stores under
the banners Coles, Indigospirit, SmithBooks and The Book Company.
The Brentwood Mall location was the subject of a proposed
development arrangement in 2015 described in a letter agreement
between Shape Brentwood, Sears Canada and a third party developer.
The proposed development arrangement ascribed significant value to
the Brentwood Mall location and Sears Canada's interest in that
location due to Sears Canada's long term lease at that location.
The Monitor has reviewed correspondence suggesting that the third
party developer that was party to the proposed development
arrangement has asserted that it may have certain consent rights in
connection with the Brentwood Mall Transaction pursuant to the
terms of the letter agreement governing the proposed development
arrangement. The Monitor has reviewed this matter and has not
identified any such consent rights that exist at this time.
The Avalon Lease transaction is not in the form of the template
agreement for a Lease Surrender Transaction. The Avalon Lease
transaction is structured as a Lease Amending Agreement between
Sears Canada and Crombie, dated as of September 28, 2017. Pursuant
to the Avalon Lease Agreement, Crombie agrees to pay a fee to Sears
Canada in return for Sears Canada's agreement to shorten the term
of the Avalon Lease such that it would expire on February 28, 2018.
Sears Canada would be entitled to conduct a liquidation sale of
its inventory, trade fixtures, furniture, chattels, signs, and
other items during the remaining amended term of the Avalon Lease.
This liquidation would be undertaken in accordance with the
guidelines established in the July 18, 2017 Liquidation Sale
Approval Order of the Court. The Monitor is of the view that the
Avalon Lease Agreement provides sufficient time to complete a
liquidation at the Avalon Mall location.
About Sears Canada
Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto. Sears Canada's unique brand format offers premium
quality Sears Label products, designed and sourced by Sears Canada,
and of-the-moment fashion and home decor from designer labels in
The Cut @ Sears. Sears Canada also has a top ranked appliance and
mattress business in Canada. Sears Canada is undergoing a
reinvention, including new customer experiences at every
touchpoint, a new e-commerce platform, new store concepts, and a
new set of customer service principles designed to deliver WOW
experiences to customers. Information can be found at
sears.ca/reinvention. Sears Canada operates as a separate entity
from its U.S.- based co-founder, now known as Sears Holdings Corp.
based in Illinois.
The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.107
billion.
Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.
Sears Canada and its subsidiaries on June 22, 2017, were granted an
order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor. Sears Canada and certain of
its subsidiaries have obtained orders from the Ontario Superior
Court of Justice (Commercial List) extending the stay period
provided by the Initial Order to Nov. 7, 2017, under the CCAA.
The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.
FTI Consulting is the Court-appointed monitor. The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.
SEARS HOLDINGS: ESL Partners Has 56.6% Equity Stake as of Oct. 5
----------------------------------------------------------------
These reporting persons may be deemed to beneficially own shares of
Sears Holdings Corporation's common stock as of as of Oct. 5,
2017:
Shares Percentage
Beneficially of
Reporting Person Owned Shares
---------------- ------------ ----------
ESL Partners, L.P. 63,526,273 56.6%
SPE I Partners, LP 150,124 0.1%
SPE Master I, LP 193,341 0.2%
RBS Partners, L.P. 63,869,738 56.9%
ESL Investments, Inc. 63,869,738 56.9%
Edward S. Lampert 63,869,738 53.9%
The percentages are based upon 107,445,403 shares of Holdings
Common Stock outstanding as of Aug. 18, 2017, as disclosed in
Holdings' Quarterly Report on Form 10-Q for the fiscal quarter
ended July 29, 2017, that was filed by Holdings with the SEC on
Aug. 24, 2017, and 4,808,465 shares of Holdings Common Stock that
Partners has the right to acquire within 60 days pursuant to the
Warrants held by Partners.
In grants of shares of Holdings Common Stock by Holdings on
Aug. 31, 2017, and Sept. 29, 2017, pursuant to the Extension Letter
between Holdings and Mr. Lampert, Mr. Lampert acquired an
additional 101,078 shares of Holdings Common Stock. Mr. Lampert
received the shares of Holdings Common Stock as consideration for
serving as chief executive officer and no cash consideration was
paid by Mr. Lampert in connection with the receipt of such shares
of Holdings Common Stock.
On Oct. 4, 2017, Holdings, through Sears, Roebuck and Co., Kmart
Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation,
SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears Holdings
Management Corporation, Maxserv, Inc. and Troy Coolidge No. 13,
LLC, entities wholly-owned and controlled, directly or indirectly
by Holdings, entered into an Amended and Restated Loan Agreement,
which amended and restated its Loan Agreement, dated as of Jan. 3,
2017, with the RE Loan Lenders, affiliates of the Reporting
Persons, which was originally entered into in connection with the
Real Estate Loan Facility. Pursuant to the A&R RE Loan Agreement,
the A&R RE Loan Borrowers borrowed an additional $100 million from
the RE Loan Lenders. After giving effect to the Initial
Incremental Loan, the aggregate principal amount outstanding under
the A&R RE Loan Agreement was $499.4 million. Subject to the
satisfaction of certain conditions, including pledging additional
properties or other assets as collateral, up to an additional $100
million may be drawn by Holdings prior to Dec. 1, 2017. The
Incremental Loans mature on April 3, 2018. The original loans
under the A&R RE Loan Agreement continue to mature on July 20,
2020.
The Incremental Loans will have an annual interest rate of 11%,
with accrued interest payable monthly. No upfront or funding fees
will be paid in connection with the Incremental Loans. As with the
existing loans under the A&R RE Loan Agreement, the Initial
Incremental Loan is guaranteed by Holdings and is currently secured
by a first priority lien on 61 real properties owned by the A&R RE
Loan Borrowers.
The A&R RE Loan Agreement includes certain representations and
warranties, indemnities and covenants, including with respect to
the condition and maintenance of the real property collateral. The
A&R RE Loan Agreement has certain events of default, including
(subject to certain materiality thresholds and grace periods)
payment default, failure to comply with covenants, material
inaccuracy of representation or warranty, and bankruptcy or
insolvency proceedings. If there is an event of default, the RE
Loan Lenders may declare all or any portion of the outstanding
indebtedness to be immediately due and payable, exercise any rights
they might have under the A&R RE Loan Agreement and related
documents (including against the collateral), and require the A&R
RE Loan Borrowers to pay a default interest rate equal to the
greater of (i) 2.5% in excess of the base interest rate and (ii)
the prime rate plus 1%.
The A&R RE Loan Agreement permits the RE Loan Lenders to syndicate
or participate all or a portion of the outstanding loans, and the
RE Loan Lenders have advised the A&R RE Loan Borrowers that they
are amenable to syndicating all or a portion of the Incremental
Loans to third parties on the same terms.
A full-text copy of the regulatory filing is available at:
https://is.gd/ONB3xY
About Sears Holdings
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000
full-line and specialty retail stores in the United States and
Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $2.22 billion on $22.13
billion of revenues for the fiscal year 2016, compared to a net
loss of $1.12 billion on $25.14 billion of revenues for the fiscal
year 2015. As of July 31, 2017, Sears Holdings had $8.35 billion
in total assets, $12 billion in total liabilities and a total
deficit of $3.65 billion.
* * *
In January 2017, Fitch Ratings affirmed the Long-term Issuer
Default Ratings (IDR) on Sears Holdings and its various subsidiary
entities (collectively, Sears) at 'CC'.
In December 2016, that S&P Global Ratings affirmed its ratings,
including the 'CCC+' corporate credit rating, on Sears Holdings
Corp. "We revised our assessment of Sears' liquidity to less than
adequate from adequate based on the impact of continued and
meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
In January 2017, Moody's Investors Service downgraded Sears
Holdings' corporate family rating to 'Caa2' from 'Caa1'. Moody's
said Sears' 'Caa2' rating reflects the company's sizable operating
losses - Domestic Adjusted EBITDA was a loss of $884 million in the
latest 12 month period.
SPI ENERGY: Appoints Lu Qing as Director
----------------------------------------
SPI Energy Co., Ltd. appointed Ms. Lu Qing to its Board of
Directors to replace Mr. Jeffrey Yunan Ren, who resigned as
director of the Company on May 16, 2017. In addition Ms. Lu Qing
has also been appointed by the Board of the Company to the audit
committee, compensation committee and nominating and corporate
governance committee.
Ms. Lu Qing is currently chief operating officer of WisePublic
Asset Management Limited, where she manages daily operations, and
acts as the special consultant to Peking Certified Public
Accountants. Ms. Lu Qing has qualified experience in the finance,
accounting, tax and legal fields. She served the head of internal
audit of China Regenerative Medicine International Limited (8158
HK) from January 2013 to October 2015. Ms. Lu Qing also served as
financial controller of mainland China at Sing Tao News Corporation
Limited (1105 HK) from May 2005 to May 2008. From February 1992 to
March 2002, Ms. Lu Qing served as one of the major business
partners and vice general manager at Peking Certified Public
Accountants. Ms. Lu Qing received bachelor's degree in economics,
major in accounting from Central University of Finance and
Economics in June 1993, and a master's degree in law from Peking
University in January 2001. Ms. Lu Qing is also a Certified Tax
Agents, Certified Public Valuer, and Certified Public Accountant in
China.
About SPI Energy
SPI Energy Co., Ltd. -- http://investors.spisolar.com/-- is a
global provider of photovoltaic (PV) solutions for business,
residential, government and utility customers and investors. SPI
Energy focuses on the EPC/BT, storage and O2O PV market including
the development, financing, installation, operation and sale of
utility-scale and residential PV projects in China, Japan, Europe
and North America. The Company operates an online energy
e-commerce and investment platform in China, as well as B2B
e-commerce platform offering a range of PV and storage products in
Australia. The Company has its operating headquarters in Hong Kong
and maintains global operations in Asia, Europe, North America and
Australia.
SPI Energy reported a net loss of $185 million on $191 million of
net sales for the year ended Dec. 31, 2015, compared to a net loss
of $5.19 million on $91.6 million of net sales for the year ended
Dec. 31, 2014. As of June 30, 2016, SPI Energy had $549.4 million
in total assets, $415.0 million in total liabilities, and $134.4
million in total stockholders' equity.
"[T]he Group has suffered significant losses from operations and
has a negative working capital as of December 31, 2015. In
addition, the Group has substantial amounts of debts that will
become due for repayment in 2016. These factors raise substantial
doubt about the Group's ability to continue as a going concern,"
the Company disclosed in its 2015 Annual Report.
"While management believes that the measures in the liquidity plan
will be adequate to satisfy its liquidity and cash flow
requirements for the twelve months ending December 31, 2016, there
is no assurance that the liquidity plan will be successfully
implemented. Failure to successfully implement the liquidity plan
will have a material adverse effect on the Group's business,
results of operations and financial position, and may materially
adversely affect its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments
related to the recoverability and classification of recorded assets
or the amounts and classification of liabilities or any other
adjustments that might be necessary should the Group be unable to
continue as a going concern."
SQUARE ONE: Wants Exclusive Plan Filing Deadline Moved to Nov. 7
----------------------------------------------------------------
Square One Development, LLC, and Square One Henderson, LLC, ask the
U.S. Bankruptcy Court for the Middle District of Florida to extend
by 30 days the period wherein the Debtor can exclusively file a
plan of reorganization through and including Nov. 7, 2017.
The Debtor has the exclusive right to file a plan of reorganization
until 120 days after Petition Date, and, if a debtor files a plan
within the 120-day period, the exclusive right continues until 180
days from the Petition Date. In this case, the Debtors have not
yet filed a plan, and the 120-day exclusivity period ends of Oct.
8, 2017.
The Debtors say that since the Petition Date, they have been
diligently administering their cases as debtors-in-possession. To
that end, the Debtors are: (a) soliciting and negotiating with
potential buyers of the Debtors' assets; and (b) discussing plan
terms with the secured creditors. These actions are moving forward
and should be completed in the next 30 days, and the Debtors
anticipate filing a plan by Nov. 6, 2017.
To allow for orderly administration of these estates, the Debtors
seek an extension of the 120-day exclusivity period to a date 150
days from the Petition Date, and if a plan is filed by this date,
continued exclusivity until the first hearing on the confirmation
of the Plan.
About Square One Development
Headquartered in Tampa, Florida, Square One Development, LLC, is a
multi-member Florida limited liability company formed on April 6,
2010. It owns a group of 12 related entities including eight
gourmet burger restaurants with operations in West Central
Florida.
Square One Development, LLC, and its affiliates filed for Chapter
11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 17-03846)
on June 9, 2017. The petitions were signed by William Milner,
manager.
Square One Winter Park, LLC, an affiliate, estimated its assets and
liabilities between $1 million and $10 million.
Latham, Shuker, Eden & Beaudine, LLP, is serving as bankruptcy
counsel to the Debtor.
STAGEARTZ LIMITED: Unsecureds to Get 100% in 60 Monthly Payments
----------------------------------------------------------------
StageArtz Limited on Sept. 27 filed with the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania its proposed plan to exit
Chapter 11 protection.
Under the restructuring plan, creditors holding Class 2 general
unsecured claims will receive a 100% return payable in 60 equal
monthly installments commencing on the first day of the first month
following the effective date of the plan.
General unsecured creditors assert as much as $103,000 in claims.
Class 2 is impaired.
The source of payment of claims will be from StageArtz' business
revenues and, to the extent of any cash shortfalls, through loans
by the owners of the company.
In addition, the company intends to file a lawsuit to prosecute
civil claims against Music Training Center Holdings LLC, Music
Training Center Franchising LLC and Darryl Schick, the proceeds of
which will be retained by the company and used to fund payments to
its creditors in the ordinary course.
A copy of the Chapter plan 11 of reorganization and disclosure
statement is available for free at:
http://bankrupt.com/misc/paeb17-13694-82.pdf
About StageArtz Limited
StageArtz Limited is a performing arts institution which offers
private music lessons in a variety of instruments, group classes,
child development programs, and summer camps with a focus on
musical, theatrical, and performing arts. The Debtor also hosts
musical birthday parties, team-building activities, and other
activities to entertain families, children and small groups. The
Debtor currently employs 17 employees, including the two owners and
officers, all of whom work out of the Debtor's leased premises
located at 6 Airport Square, North Wales, Pennsylvania 19454.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 17-13694) on May 26, 2017,
estimating assets and liabilities of less than $1 million.
Judge Eric L. Frank presides over the case.
David B. Smith, Esq., at Smith Kane Holman, LLC, is the Debtor's
legal counsel.
STEAK N SHAKE: Moody's Lowers CFR to B3; Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded Steak n Shake Inc.'s Corporate
Family Rating to B3 from B2, Probability of Default Rating to B3-PD
from B2-PD, and senior secured revolving credit facility and term
loan to B3 from B1. The rating outlook is stable.
"The downgrade reflects the continued challenging operating
environment with higher operating costs and reductions in traffic
that have compressed the company's operating margins and weakened
credit protection measures", stated Adam McLaren, Moody's
AVP-Analyst. Moody's expects weak same restaurant sales and
operating performance will lead to leverage rising to over 6.0x.
Downgrades:
Issuer: Steak n Shake Inc.
-- Probability of Default Rating, Downgraded to B3-PD from B2-PD
-- Corporate Family Rating, Downgraded to B3 from B2
-- Senior Secured Bank Credit Facility, Downgraded to B3(LGD4)
from B1(LGD3)
Outlook Actions:
Issuer: Steak n Shake Inc.
-- Outlook, Maintained at Stable
RATINGS RATIONALE
Steak n Shake is constrained by its modest scale in terms of
revenue, number of restaurants, and narrow product offering given
Moody's views that operating performance could be hampered by
negative traffic trends, intense competition and cost inflation
related to labor and input costs. The rating also takes into
consideration the company's high leverage level and shareholder
focused financial policy, including distributions to its owner and
a willingness to use the debt markets to facilitate these
transactions in the past. Steak n Shake is supported by strong
brand awareness in its core markets and a relentless focus on value
that has historically aided same store sales and traffic. The
ratings also reflect the benefit from the company's adequate
liquidity profile.
The stable rating outlook reflects Moody's expectations that Steak
n Shake will take measures to reduce cost and improve margins and
operations in order to offset the challenged traffic and same store
sales trends, while maintaining adequate liquidity.
Steak n Shake's ratings could be upgraded if leverage is sustained
below 6.0x and EBIT/interest above 1.25x. A higher rating would
also require the company maintain adequate liquidity. Ratings could
be downgraded if debt/EBITDA increased and was sustained above 7.0x
or EBIT/interest declined to below 1.0x. Any deterioration in
liquidity would also create downward ratings pressure.
Steak n Shake Inc. is the owner, operator and franchisor of Steak n
Shake restaurants which sells premium hamburgers and milk shakes in
about 416 owned and 186 franchised restaurants. Steak n Shake is a
wholly-owned subsidiary of Biglari Holdings Inc. and generated net
revenue of $794 million for the last twelve month period ended June
28, 2017.
The principal methodology used in these ratings was Restaurant
Industry published in September 2015.
STEFANOVOUNO LLC: Seeks to Hire Brandee Wilson as Bookkeeper
------------------------------------------------------------
Stefanovouno, LLC seeks approval from the U.S. Bankruptcy Court for
the District of New Hampshire to hire a bookkeeper.
The Debtor proposes to employ Brandee Wilson to, among other
things, assist in the preparation of monthly operating reports and
in the reconciliation of debtor-in-possession bank account.
Ms. Wilson has agreed to be paid monthly as the work is performed.
In a court filing, Ms. Wilson disclosed that she has no connections
with the Debtors creditors or any "party-in-interest."
Ms. Wilson's address is:
Brandee Wilson
3 Waterville Drive
Merrimack, NH 03054
Phone: (603) 490-7800
About Stefanovouno
Stefanovouno, LLC, operates a pizza restaurant known as Tommy K's
in the building at 2323 Brown Avenue, Manchester, New Hampshire.
The restaurant is open seven days a week. It also owns the
Manchester real property.
Stefanovouno is owned, managed, and operated by Thomas
Katsiantonis. Mr. Katsiantonis has owned, managed, and operated
Stefanovouno since November 2014.
Stefanovouno filed for Chapter 11 bankruptcy protection (Bankr. D.
N.H. Case No. 17-11142) on Aug. 16, 2017, estimating its assets at
between $100,000 and $500,000 and liabilities at between $1 million
and $10 million. The petition was signed by Mr. Katsiantonis.
Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional
Association, serves as the Debtor's bankruptcy counsel.
SWITCH LTD: Initial IPO No Impact on Moody's B1 CFR
---------------------------------------------------
Moody's Investors Service said that Switch, Ltd.'s (Switch) Initial
Public Offering (IPO) is credit positive but it does not currently
affect the ratings, including its B1 corporate family rating (CFR)
and B1 senior secured rating. Switch issued 31.25 million shares of
Class A stock at $17 per share October 5, 2017, raising $513
million from its IPO. The company intends to use the proceeds for
general corporate purposes and working capital which may include
the repayment of debt. Moody's views the IPO as credit positive
because it boosts liquidity and will likely be used to prefund
capital spending and to repay a portion of its outstanding revolver
balance ($231 million as of June 30, 2017), which should result in
lower overall leverage.
Switch's B1 CFR reflects its strong growth profile and high margins
and the company's market position operating some of the world's
largest data centers providing retail colocation and
interconnection services. These factors are offset by the company's
small scale, moderately high leverage and negative free cash flow
resulting from the high capital intensity required to support
growth. Moody's expects Switch to have negative free cash flow for
at least the next two years due to the capital investments to
support growth. The rating is also supported by the company's
growing base of contracted recurring revenues, its patent protected
technology, innovative data center design concepts and value
proposition that differentiate itself from competitors, its strong
network footprint and the favorable near-term growth trends for
data center services across the world. In addition, the company has
a solid asset base relative to its debt load and owns the majority
of its assets, which should allow for significant operating
leverage as the business scales.
The B1 rating could be upgraded if leverage was sustained below
4.5x (Moody's adjusted) and free cash flow was positive, both on a
sustainable basis. The rating could be downgraded if liquidity
deteriorates or if leverage is sustained above 5.5x (Moody's
adjusted).
Switch, Ltd. provides colocation space and related services to
global enterprises, financial companies, government agencies, and
others that conduct critical business on the internet. The company
operates 9 data centers as of June 30, 2017.
TIFARO GROUP: Net Sale Proceeds, Net Collections to Fund Plan
-------------------------------------------------------------
The Tifaro Group, Ltd. filed with the U.S. Bankruptcy Court for the
Southern District of Texas a disclosure statement in support of its
plan of reorganization.
The Plan provides for the creation of a Liquidating Trust to be
administered pursuant to a Liquidating Trust Agreement. The
Debtor's assets, other than Debtor's Available Cash, will be
transferred to the trust. The Liquidating Trustee will be
responsible for the trust administration, including Net
Collections, liquidation of assets, prosecuting Reserved Litigation
Claims and Claims Objections and making distributions to creditors
holding Allowed Class 2, Class 3, Class 4, Class 5 Claims and Class
6 Interests. The debtor will be responsible for payment of Allowed
Administrative Claims, Allowed Priority Claims and Allowed Class 1
Claims.
Generally, if the Plan is confirmed by the Bankruptcy Court and
consummated: (1) Allowed Administrative Claims will be paid in Cash
in full unless otherwise agreed; (2) Allowed Non-Tax Priority
Claims will be paid in full in Cash unless otherwise agreed; (3)
Allowed Priority Tax Claims will be paid in full from Cash; (4) the
Allowed General Unsecured Claim of $3,000 or less will be paid 75%
of the Allowed Claim in Cash, without interest; (5) the Allowed
Deficiency Claim of Capital One will be paid a pro rata share of
the Trust's Available Cash; (6) Holders of Allowed Unsecured Claims
of Settlement with Noteholders shall have their claim reduced by
the Preference Offset, with the reduced claim to be paid a pro rata
share of the Trust's Available Cash; (7) Holders of Allowed General
Unsecured Claims Not Otherwise Classified will be paid a pro rata
share of the Trust’s Available Cash; (8) Holders of Allowed
Claims of Affiliates will be allowed to offset any amount owed by
the Debtor, and will receive no distribution until Allowed Class 1,
Class 2, Class 3, and Class 4 Claims, are paid in full in
accordance with the terms of the Plan; and (9) Equity Interest
Holders will receive no distribution or any property under the Plan
on account of said Interests until Allowed Class 1, Class 2, Class
3, Class 4 and Class 5 are paid as provided under the terms of this
Plan.
The source of funds to achieve consummation of and carry out the
Plan will be Cash, Net Sale Proceeds, Distributions from or
liquidation of other Investments, Net Litigation Proceeds, Net
Collections, all of which are to be utilized to satisfy all Claims
in order of priority under the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-80171-119.pdf
About The Tifaro Group Ltd.
The Tifaro Group, Ltd., is a Texas limited partnership organized as
an investment vehicle for the purpose of owning interest in various
healthcare-related entities.
The Tifaro Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 17-80171) on June 2,
2017. The petition was signed by J. Patrick Magill, president of
Magill, P.C., which is the financial agent of The Tifaro Group
Management Company LLC. TGMC is the Debtor's general partner.
At the time of the filing, the Debtor estimated its assets and debt
at $10 million to $50 million.
Judge David R. Jones presides over the case.
Melissa A. Haselden, Esq., and Edward L. Rothberg, Esq., at Hoover
Slovacek LLP, serve as the Debtor's legal counsel.
About EC Mansfield LLC
Headquartered in Houston, Texas, EC Mansfield LLC -- d/b/a
Elitecare Emergency Room, Elitecare 24 Hour Emergency Room
Manfield, Elitecare 24 Hour Emergency Room, Elitecare 24 Hour
Emergency Center, Elitecare Emergency Center, Elitecare Emergency
Room -- owns an emergency care ambulatory facility located in
Mansfield, Texas. The Debtor is an affiliate of The Tifaro Group,
Ltd., that sought bankruptcy protection on June 2, 2017 (Bankr.
S.D. Tex. Case No. 17-80171).
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 17-34452) on July 25, 2017, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Patrick J. Magill, president of Magill, PC,
financial agent of the Debtor.
Judge Marvin Isgur presides over the case.
Melissa Anne Haselden, Esq., at Hoover Slovacek LLP, serves as the
Debtor's bankruptcy counsel.
TONGJI HEALTHCARE: Incurs $163K Net Loss in First Quarter
---------------------------------------------------------
Tongji Healthcare Group, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $163,189 on $338,396 of total operating revenue for the
three months ended March 31, 2017, compared to a net loss of
$125,305 on $501,666 of total operating revenue for the three
months ended March 31, 2016.
As of March 31, 2017, Tongji Healthcare had $8.32 million in total
assets, $14.70 million in total assets, $14.70 million in total
liabilities and a total stockholders' deficit of $6.37 million.
Net cash used in operating activities primarily consists of net
loss, as adjusted by depreciation, stock option, and changes in
non-cash working capital items such as accounts receivable, medical
supplies, capital lease deposits, prepaid expense and other current
assets, accounts payables and accrued liabilities , and other
payables.
Net cash used in operating activities was $43,698 for the three
months ended March 31, 2017, a decrease of $62,358 or 334% as
compared with the net cash provided by operating activities of
$18,660 for the same period in 2016. The decrease in net cash
provided in operating activities was primarily due to the reduced
revenue, resulting in a $37,884 increase in net loss.
Net cash used in investing activities was $0 for the three months
ended March 31, 2017, a decrease of $50,957 or 100%, as compared
with the net cash used in investing activities of $50,957 for the
same period in 2016. The decrease in net cash used in investing
activities was primarily due to disposal of construction in
progress in 2016, resulting reduced cash contribution in the
current period.
Net cash provided by financing activities primarily consists of
proceeds from related party loans.
Net cash provided by financing activities was $37,940 for the three
months ended March 31, 2017, a decrease of $26,399 or 41%, as
compared with the net cash provided by financing activities of
$64,339 for the same period in 2016. The decrease was primarily
attributable to decrease in funds advanced by related parties due
to disposal of construction in progress.
The Company's working capital was negative $6,947,247 as of March
31, 2017, as compared with negative $6,745,663 as of Dec. 31, 2016,
a decrease of $201,584, which is primarily attributable to the
increase in related party loans of approximately $128,054, decrease
in accounts receivable of approximately $48,778 and increase in
other payables of approximately $49,533.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/9FztT5
About Tongji Healthcare
Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.
Tongji Healthcare reported a net loss of $3.64 million on $1.93
million of total operating revenue for the year ended Dec. 31,
2016, compared to a net loss of $588,600 on $2.35 million of total
operating revenue for the year ended Dec. 31, 2015. As of June 30,
2017, the Company had $7.45 million in total assets, $14.47 million
in total liabilities and a total stockholders' deficit of $7.02
million.
Anton & Chia, LLP, in Newport Beach, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has negative
working capital of $6.746 million, an accumulated deficit of $7.206
million, and shareholders' deficit of $6.163 million as of Dec. 31,
2016. The Company's ability to continue as a going concern
ultimately is dependent on the management's ability to obtain
equity or debt financing, attain further operating efficiencies,
and achieve profitable operations.
TRANSOCEAN INC: Fitch Rates Unsecured Guaranteed Notes Due 2026 BB
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR2' rating to Transocean Inc.'s
(NYSE: RIG) issuance of unsecured guaranteed notes due 2026.
Proceeds from the notes will be used to repay or redeem the 2017
and 2018 maturities and for general corporate purposes. The notes
will rank pari passu with Transocean's existing unsecured
guaranteed debt.
Fitch recognizes that the notes offering will increase forecasted
base case consolidated gross debt metrics around 0.5x, but
consolidated net leverage metrics will remain relatively unchanged
over the next few years. Fitch's base case, on a pro forma basis
for the announced notes and Songa Offshore transactions, results in
debt/EBITDA of 7.2x and 5.6x on a gross and net debt basis,
respectively, in 2018. Fitch believes the access to capital markets
and, as a consequence, increased cash position, should help
moderate the medium-term probability of default. Another
consideration is that the transaction further supports credit
facility renegotiation prospects.
KEY RATING DRIVERS
Songa Transaction Supports Strategic Financial Initiatives:
Transocean recently announced the acquisition of Songa Offshore,
which owns seven harsh-environment, ultra-deepwater floaters (three
stacked), for a total enterprise value of approximately $3.4
billion. The four working rigs are under long-term contracts with
Statoil, favorably providing approximately $4.1 billion of backlog.
Fitch believes the transaction supports the company's strategic and
financial initiatives by high-grading assets with a core offshore
customer in an operationally attractive region, while improving the
forecasted leverage profile.
Weak Offshore Rig Market: Fitch continues to believe the offshore
driller recovery will be protracted with an estimated recovery
inflection point of second-half 2018. In addition, Fitch
anticipates the floater market rebalance will be more orderly than
the jackup market. The shorter-cycle, lower break-even cost of
shallow water projects suggests the jackup market will realize an
earlier uptick in demand, which is beginning to materialize.
However, the more diversified operator and customer base, as well
as relatively low rig carrying costs, indicate tendering will be
more competitive, making material day-rate increases elusive
without a strong demand recovery or considerable scrapping
activity.
The longer-cycle, higher gross development cost of deepwater
projects is anticipated to result in a demand lag. However, Fitch
believes the more concentrated floater customer base will result in
a demand-driven floater recovery with preference toward larger,
established drillers. Another consideration is the relatively high
rig carry-cost, which will financially force some market
participants to retire uncompetitive floaters. Day rates are
anticipated to remain challenged and range-bound reflecting the
market imbalance and economics required to reactivate stacked
rigs.
Consolidation is likely necessary for rig supply to better align
with the lower expected mid-cycle rig demand. However, drillers
seem reluctant to take meaningful steps toward consolidation given
the uncertain timing of an offshore recovery, wide bid-ask spreads,
a general need to use dilutive equity currency, and liquidity and
balance sheet risks. Fitch has observed some consolidation activity
but believes that the proposed acquisition funding and backlog of
Songa Offshore mitigates some of these consolidation
considerations.
Positive FCF; Widening Metrics: Fitch's base case projects that
Transocean, on a pro forma basis for the announced notes and Songa
Offshore transactions, will be approximately $325 million and $500
million FCF positive in 2017 and 2018, respectively. Fitch's base
case, on a pro forma basis for the announced notes and Songa
Offshore transactions, results in debt/EBITDA of 7.2x and 5.6x on a
gross and net debt basis, respectively, in 2018. Fitch recognizes
that the secured notes, as well as any potential future secured
note issuances, structurally subordinate contracted cash flows to
service corporate debt and believes that adjusted corporate
leverage metrics, excluding rig secured debt and associated cash
flows, could rise above the consolidated metrics.
Security Supports Notes Ratings: Fitch's corporate recovery
analysis uses an $875 million sustainable, post-default EBITDA
reflecting the potential for additional rig fleet rationalization
and a prolonged period of challenged and range-bound day rates.
Fitch assumed a relatively conservative 5x EBITDA multiple that
considers recent market transactions and historical distressed
asset sales. The estimated going concern value was discounted by
15% for administrative and priority claims given the large, global
nature of the company's asset base. The distributable value was
allocated to the guaranteed unsecured and unsecured debt, plus any
assumed corporate unsecured recovery claims associated with the
secured debt, based on relative security, The secured debt recovery
uses a $60 million sustainable, post-default EBITDA reflecting
contract performance and renegotiation risks during a weak offshore
rig market environment and a 5x multiple.
The senior unsecured guaranteed notes (BB/RR2) have structural
seniority given the guarantee by Transocean Ltd. and Transocean
Inc. subsidiaries that indirectly own substantially all of the
group assets. The Transocean Phoenix 2 and Transocean Proteus
secured debt ratings (BB-/RR3) consider the structural seniority of
the notes given the lien on the Deepwater Thalassa and Proteus and
certain other assets related to the rigs, as well as guarantees by
Transocean Ltd., Transocean Inc., and a wholly owned indirect
subsidiary that owns each respective ultra-deepwater (UDW) rig,
operating under a 10-year Shell (AA-/Negative Outlook) contract.
Fitch views the guarantee as an additional (secondary) payment
support that is essentially a payment-put to the extent the
contracted cash flows are insufficient to repay the secured notes.
The supportive contract features, strong operating history, and
favorable contract performance history between Transocean and Shell
provide a level of confidence in the UDW rigs' ability to
independently meet its annual debt service. However, contract
performance and renegotiation as well as refinance risks remain.
DERIVATION SUMMARY
Transocean's ratings are supported by its market position as one of
the largest global offshore drillers with a strong backlog ($10.2
billion as of July 25, 2017; pro forma $14.3 billion) and
exclusively floater-focused rig fleet (pro forma 49 total rigs with
19 stacked) largely contracted with financially stronger
international oil companies. The size and length of the company's
backlog contrasts sharply with peers that generally have smaller
backlogs which exhibited considerable declines in the 2018-2019
timeframe. This favorable backlog profile provides substantial
financial flexibility during a deep cyclical downturn. Transocean
has also proactively high-graded and focused its fleet via
rationalization (39 floaters removed from the marketed fleet as of
Sept. 22, 2017), divestiture (jackup fleet), and M&A (pending Songa
Offshore acquisition; 4 contracted 'Cat-D' and 3 stacked
harsh-environment, semisubmersible rigs) activities.
While several peers have also taken steps to competitively position
their fleets, Transocean has generally taken a more robust view of
its fleet that seems to support their strategic, operational, and
financial goals. Nevertheless, Transocean, generally consistent
with its offshore rig peers, has a considerable debt burden and
continued need to generate and conserve liquidity given the weak
offshore rig-market outlook, unfavorable capital market conditions,
heightened maturities profile, and newbuild capex commitments.
Fitch recognizes, however, that the company is among the only
offshore drillers that is managing its long-term capital structure
through-the-cycle, as well as increasing its exposure to
contractually linked amortizing debt.
KEY ASSUMPTIONS
Fitch's key assumptions within its ratings case for the issuer
include:
-- Brent oil price that trends up from $52.50/barrel in 2017 to a
longer-term price of $57.50/barrel;
-- Pro forma contracted backlog is forecast to remain intact with
no material renegotiations;
-- Market day-rates assumed to be at or near cash breakeven
levels;
-- Fleet composition considers announced rig retirements and
attempts to adjust for uncompetitive rigs due to their
technological obsolescence, undifferentiated market position,
or cost-prohibitive through-the-cycle economics;
-- Capital expenditures of approximately $500 million, $165
million, and $190 million in 2017, 2018, and 2019,
respectively, plus Songa Offshore spending generally
consistent with recent levels over the next couple of years;
-- Songa Offshore acquisition completed by YE2017 assuming the
announced transaction funding, including approximately $660
million convertible bond, $540 million Transocean equity, and
$480 million cash;
-- No additional Shell UDW secured debt issuances.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
For an Upgrade to 'BB-':
-- Demonstrated commitment by management to lower gross debt
levels;
-- Mid-cycle debt/EBITDA of below 5.0x on a sustained basis;
-- Further progress in implementing the company's asset strategy
to focus on the high-specification and UDW markets.
To Resolve the Negative Outlook at 'B+':
-- Demonstrated ability to secure tenders that constructively
contribute to the backlog and cash flows signalling the
company's ability to manage the industry's re-contracting risk
and bridge its financial profile through-the-cycle;
-- Continued progress toward generating and preserving liquidity;
-- Mid-cycle debt/EBITDA of 5.0x-5.5x on a sustained basis.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Failure to manage FCF, repay near-term maturities, and retain
adequate liquidity over the next few years;
-- Additional issuance of secured debt that structurally
subordinates contracted newbuild cash flows resulting in
materially lower corporate cash flows;
-- Material, sustained declines in rig utilization and day rates
signaling a heightened level of re-contracting and recovery
risk;
-- Mid-cycle debt/EBITDA around 6.0x on a sustained basis.
LIQUIDITY
Adequate Liquidity Profile: Transocean has cash and cash
equivalents of approximately $2.5 billion as of June 30, 2017 and
restricted cash of $537 million, some of which is held as cash
collateral for the Eksportfinans Loans and for security of certain
other credit arrangements. Pro forma cash and equivalents,
including cash consideration for the Songa Offshore transaction, is
approximately $2 billion as of June 30, 2017. The company has the
potential for additional cash associated with the monetization of
the two to-be-delivered Shell newbuild rigs (recent Shell secured
debt transactions resulted in approximately $600 million and $625
million per rig).
Supplemental liquidity is provided by the company's $3 billion
senior unsecured revolving credit facility due June 2019. The
company had $3 billion in available borrowing capacity on this
facility as of June 30, 2017. Fitch believes Transocean has solid
credit facility renegotiation prospects given its cash position,
manageable maturity profile, and secured debt capacity
(Fitch-calculated secured debt capacity of around $200 million; pro
forma of about $500 million following the Songa acquisition).
Proactive Maturity Management: Transocean has annual senior
unsecured notes maturities equal to approximately $152 million,
$401 million, $292 million, and $332 million in 2017, 2018, 2020,
and 2021, respectively. These represent the company's 2.5% senior
notes due October 2017, 6% senior notes due March 2018, 7.375%
senior notes due April 2018, 6.5% senior notes due November 2020,
and 6.375% senior notes due December 2021. Proceeds from the
announced notes offering will be used to repay or redeem the 2017
and 2018 maturities. This excludes rig-level secured debt principal
amortization that effectively has contract-linked payments.
Management has been proactively tendering and repurchasing debt in
the open market over the past couple of years in an effort to
incrementally improve the near-term liquidity and maturity profiles
by reducing interest payments and, in some instances, capture a par
discount.
Headroom Under Current Covenants: Transocean, as provided in its
bank credit agreement, is currently subject to a maximum
debt-to-tangible capitalization ratio of 0.6x (0.34x as of June 30,
2017), excluding intangible asset impairments and certain other
items. Other customary covenants consist of lien limitations and
transaction restrictions. Additionally, the Shell UDW secured notes
contain covenants that limit the ability of the borrowing
subsidiaries to declare or pay dividends, and impose a maximum
collateral rig leverage ratio of 5.75x (less than 5x as of June 30,
2017).
Manageable Other Liabilities: Transocean maintains several defined
benefit pension plans, both funded and unfunded, in the U.S. and
abroad. As of Dec. 31, 2016, the company's funded status was
negative $351 million. Fitch considers the level of pension
obligations to be manageable, on a mid-cycle basis, and the U.S.
benefits freeze helps to alleviate any future pension-related
credit risks.
Other contingent obligations primarily comprise newbuild purchase
commitments and service agreement obligations totaling
approximately $1.5 billion on a multi-year, undiscounted basis as
of Dec. 31, 2016, adjusting for the transfer of jackup obligations.
The vast majority of the post-2017 newbuild purchase obligations
are associated with the current 2020 delivery of the uncontracted
UDW rigs, which the industry has demonstrated an ability to defer.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following rating:
Transocean Inc.
-- Senior unsecured guaranteed notes at 'BB/RR2'.
Fitch currently rates Transocean as follows:
Transocean Ltd.
-- Long-Term IDR 'B+'.
Transocean Inc.
-- Long-Term IDR 'B+';
-- Senior unsecured guaranteed notes 'BB/RR2';
-- Senior unsecured notes/debentures 'B/RR5';
-- Senior unsecured bank facility 'B/RR5';
-- Senior unsecured convertible bond 'B(EXP)/RR5'.
Global Santa Fe Inc.
-- Long-Term IDR 'B+';
-- Senior unsecured notes 'B/RR5'.
Transocean Phoenix 2 Limited
-- Long-Term IDR 'B+';
-- Senior secured notes 'BB-/RR3'.
Transocean Proteus Limited
-- Long-Term IDR 'B+';
-- Senior secured notes 'BB-/RR3'.
The Rating Outlook is Negative.
TULARE LOCAL: Fitch Lowers IDR to D After Bankruptcy
----------------------------------------------------
Fitch Ratings has downgraded to 'D' from 'CC' the Issuer Default
Rating (IDR) of Tulare Local Health Care District, CA d/b/a Tulare
Regional Medical Center (TRMC) and downgrades to 'C' from 'CC' the
rating on the $13,650,000 of series 2007 fixed-rate bonds issued by
TRMC. The downgrade of the series 2007 bonds to 'C' indicates that
default appears inevitable.
KEY RATING DRIVERS
BANKRUPTCY FILING: The downgrade of the IDR to 'D' reflects TRMC's
filing of a petition to commence proceedings as a debtor under
chapter 9 of the United States Bankruptcy Code on September 30,
2017 in the United States Bankruptcy Court for the Eastern District
of California. A notice pertaining to the TRMC bankruptcy filing
was made to series 2007 bondholders by the trustee on Oct. 3, 2017.
The notice indicated that the bond reserve account had a value of
$1,413,289.65 as of the date of the notice.
DOWNGRADE OF SECURITY RATING: The downgrade of the series 2007
bonds to 'C' indicates that default appears inevitable absent
timely third-party intervention to support operations and debt
service payments. The 'C' rating incorporates security provided by
a trustee-held Bond Reserve Account and monthly funding of interest
and principal to the series 2007 Bond Revenue Fund through at least
July 2017. Funds in the Bond Reserve Account Bond Revenue Fund
appear sufficient to fund debt service through the November 2017
and May 2018 payment dates.
INABILITY TO MEET FINANCIAL OBLIGATIONS: The voluntary petition
included factual findings among which were that TRMC is or will be
unable to pay its obligations within the next 60 days and that TRMC
has zero cash in its bank accounts. TRMC has insufficient cash to
pay its employees and vendors, posing an imminent risk of closure
and a risk to public health and safety.
RATING SENSITIVITIES
IDR RATING: The IDR has reached the lowest level on Fitch's rating
scale. An upgrade is unlikely at this time given the bankruptcy
proceedings underway.
SECURITY-SPECIFIC RATING: Failure to make payment of principal/and
or interest under the contractual terms of the series 2007 bonds
will result in downgrade to a rating of 'D'.
TULARE LOCAL: Moody's Cuts GO Rating to Ba3; Outlook Remains Neg.
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Moody's Investors Service has downgraded to Ba3 from Ba2 the rating
on Tulare Local Health Care District, CA's general obligation
bonds. Moody's has also maintained the negative outlook.
Approximately $84.1 million of Election of 2005, Series A (2007),
Election of 2005, Series B-1 (2009) and Election of 2005, Series
B-2 (2009) general obligation debt remains outstanding. The
downgrade to Ba3 with a negative outlook reflect the district's
recent filing for Chapter 9 bankruptcy protection on September 30.
The rating is also based upon the district's deteriorating
financial and operational performance, nonexistent cash liquidity,
failure to secure financing to complete construction of a planned
medical tower, dysfunctional board relations, poor reporting and
oversight practices, and the possibility of closure. Serving to
offset significant risks to the hospital's future viability, the
Ba3 rating is bolstered by the strength of a voter-approved,
unlimited property tax pledge and the well-established levy and
collection history of the county for the debt service payments.
Tulare county (Issuer Rating Aa2) rather than the health care
district, levies, collects and disburses the district's property
taxes directly to Wilmington Trust N.A. as trustee, in the month
prior to debt service payments, which are due on August and
February 1st. This arrangement insulates the GO levy from the
district's operations. As a purely legal matter, the GO levy can
only be used for GO debt service. The district's growing tax base,
supported by favorable performance of the area's largely
agricultural economy, also strengthens the credit quality of the
district's GO bonds. Beginning in January 2014, medical center
operations were outsourced under a Management Services Agreement to
HealthCare Conglomerate Associates, LLC (HCCA). While the new
management team initially improved operating performance in fiscal
2014 and 2015, they have failed to secure financing to complete
construction on a new medical tower following voters' failure in
August 2016 to approve general obligation funding for the remainder
of the project. As a result, the district has experienced two
years' of year-over-year declines in revenues and patient volumes,
eroding financial performance and liquidity. The district is in
arrears for payroll and water and electric charges and faces a
number of lawsuits from vendors for delinquencies. It also owes
HCCA approximately $14 million for a working capital loan. In
combination, these factors pose serious risks to the hospital as a
going concern and increase the likelihood of eventual closure.
Rating Outlook
The negative outlook reflects ongoing risks associated with the
district's recent filing for Chapter 9 bankruptcy protection and
questionable future viability of the hospital. The district's
considerable challenges include two consecutive years of operating
income and patient utilization declines and an eradicated cash
position. The district's failure to secure financing for completion
of a new medical tower increases the likelihood of continued
deterioration in these metrics. Dysfunctional board relations,
combined with weak reporting and oversight practices, are likely to
prevent effective decision making, increasing the likelihood of
further credit deterioration and future closure of the hospital.
Factors that Could Lead to an Upgrade
Finalization of financing for new medical tower with evidence that
ongoing operations can comfortably support this obligation
Full repayment of $14 million loan from HCCA with restoration of
satisfactory liquidity
Restoration of sounds finances with consistent performance and
substantially improved utilization
Clarity on the treatment of the GO bonds during the pendency of the
bankruptcy
Factors that Could Lead to a Downgrade
Interruption or delays in the county's normal property tax
collection and remittance practices
Evidence of potential nonpayment of general obligation debt
service
Hospital closure, in the absence of clarity on the GO bonds being
held harmless in the bankruptcy
Legal Security
The bonds are secured by the district's voter-approved, unlimited,
ad valorem property tax pledge. Significant to the GO bonds'
security, Tulare county (Issuer Rating Aa2) rather than the health
care district, levies, collects and disburses the district's
property taxes. This arrangement further insulates the GO levy from
the district's operations. As a purely legal matter, the GO levy
can only be used for GO debt service.
Use of Proceeds
N/A
Obligor Profile
Located on the west side of Tulare County (Issuer Rating Aa2) in
the City of Tulare (Issuer Rating A1), the district serves a
roughly 450 square mile area with an approximate population of
100,000. The hospital has several competitors within 30 miles,
although none exist within the district's boundaries or its primary
service area.
Methodology
The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016. An
additional methodology used in this rating is the Not-For-Profit
Healthcare Rating Methodology published in November 2015.
UNCAS LLC: Plan Confirmation Hearing Moved to Oct. 30
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The U.S. Bankruptcy Court for the District of Connecticut moved the
hearing to consider approval of Connect REO, LLC's proposed Chapter
11 plan of reorganization for Uncas, LLC, to Oct. 30.
The court also set an Oct. 20 deadline for equity holders to file
their objections and cast their votes accepting or rejecting the
plan.
The deadline for creditors and other parties to file their
objections expired on Sept. 13.
According to Connect REO's latest disclosure statement filed on
July 18, in the event no proceeds remain available for payment of
Class 3 unsecured claims after payment of secured claims and
closing costs in connection with the sale of Uncas' real property
in Westport, Connect REO will pay $2,700 on the distribution date
or upon taking title to the property via credit bid.
About Uncas LLC
Uncas, LLC, owns real estate located at 2A Owenoke Park, Westport,
Connecticut. The property is a vacant piece of raw land.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 16-50849) on June 28, 2016. The
petition was signed by Michael F. Calise, member. At the time of
the filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.
The Debtor is represented by Coan, Lewendon, Gulliver &
Miltenberger LLC.
On February 2, 2017, Connect REO, LLC, a secured creditor, filed a
disclosure statement, which explains its proposed Chapter 11 plan
for the Debtor.
UNI-PIXEL INC: Common Stock Delisted from Nasdaq
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The NASDAQ Stock Market LLC filed a Form 25 with the Securities and
Exchange Commission notifying the removal from listing or
registration of Uni-Pixel's common stock on the Exchange.
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. --
http://www.unipixel.com-- develops and markets metal mesh
capacitive touch sensors for the touch-screen and flexible displays
markets. The Company's roll-to-roll electronics manufacturing
process patterns fine line conductive elements on thin films. The
Company markets its technologies for touch panel sensor, cover
glass replacement, and protective cover film applications under the
XTouch and Diamond Guard brands.
Uni-Pixel, Inc., and its subsidiary Uni-Pixel Displays, Inc., filed
Chapter 11 petitions (Bankr. N.D. Cal. Case Nos. 17-52100 and Case
No. 17-52101) on Aug. 30, 2017.
The Debtors tapped Scott H. McNutt, Esq., at McNutt Law Group LLP,
as bankruptcy counsel; and Crowell & Moring LLP, as special
counsel.
UNITED BANCSHARES: Issues 500 Preferred Shares to Bryn Mawr
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United Bancshares, Inc. issued 500 shares of its previously
authorized 7.00% Noncumulative Perpetual Preferred Stock, Series B
to Bryn Mawr Bank Corporation for an aggregate purchase price of
$250,000. The offering was completed pursuant to Section 4(a)(2)
of the Securities Act of 1933. For more information regarding the
Series B Preferred Stock, see Item 9B of the Company's Annual
Report on Form 10-K for the year ended Dec. 31, 2015, filed with
the Securities and Exchange Commission on June 9, 2017.
About United Bancshares
Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company for
United Bank of Philadelphia, a commercial bank chartered in 1992 by
the Commonwealth of Pennsylvania, Department of Banking.
United Bancshares incurred a net loss of $494,775 in 2015, a net
loss of $343,067 in 2014, and a net loss of $668,898 in 2013. As
of Dec. 31, 2015, United Bancshares had $58.98 million in total
assets, $56.30 million in total liabilities and $2.67 million in
total shareholders' equity.
US VIRGIN ISLANDS PFA: S&P Withdraws CCC+ CCR on Lack of Info
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S&P Global Ratings has withdrawn its 'CCC+' ratings on the Virgin
Islands Public Finance Authority's senior and subordinate-lien
matching fund loan notes, issued for the U.S. Virgin Islands
(USVI), as well as its 'CCC' rating on the authority's gross
receipts tax (GRT) notes. S&P withdrew the ratings immediately
after they were removed from CreditWatch with negative
implications.
In this press release, originally published Oct. 5, 2017, the
description of the loan notes was incomplete. A corrected version
follows.
"This action follows USVI's indication of its intent as of Aug. 25,
2017, to stop directly providing information to us to support our
rating on the authority's matching fund notes and GRT loan notes,"
said S&P Global Ratings credit analyst Oladunni Ososami, "and our
subsequent attempt to obtain timely information of satisfactory
quality to maintain our rating on the securities in accordance with
our applicable criteria and policies."
S&P said, "While we are withdrawing our ratings on the USVI, we
also note that both hurricanes Irma and Maria recently hit the
territory. In our view, these hurricanes are likely to weaken its
economy and finances both in the immediate term and over a longer
horizon.
US VIRGIN ISLANDS: Moody's Puts Caa1 Lien Bond Ratings on Review
----------------------------------------------------------------
Moody's Investors Service has placed on review with direction
uncertain the ratings of the US Virgin Islands' four liens of
matching fund revenue bonds, issued through the Virgin Islands
Public Finance Authority, affecting approximately $1.2 billion in
outstanding debt. The ratings placed on review are: Senior Lien
Bonds Caa1; Subordinate Lien Bonds Caa1; Subordinated Indenture
(Diageo) Bonds Caa2; and Subordinated Indenture (Cruzan) Bonds
Caa2. The placement of these ratings on review is prompted by the
Virgin Islands government's extremely weak financial and liquidity
condition prior to the recent hurricanes, the likely negative
effect of the hurricanes on the government's finances and
liquidity, and the limited amount of available financial and
operating information, both before and after the storms.
The matching fund revenue bonds are secured by remittances to the
Virgin Islands government from the US government of excise taxes
collected on rum produced in the territory and exported to the US.
The matching fund revenues are currently paid directly by the US
Treasury to the trustee. This mechanism, however, has not been
tested in a stress situation in which the government attempts to
divert pledged revenue for general government purposes. In
addition, the matching fund revenue bonds would likely be included
in any attempt to restructure the government's debt.
Moody's review will focus on both: (1) an assessment of the
government's financial condition and the risks it poses to the
matching fund revenue bonds, and (2) an evaluation of whether the
available information is sufficient to maintain these ratings going
forward. Possible rating actions could include confirmation,
downgrade, or withdrawal of the ratings on the bonds.
Methodology
The principal methodology used in this rating was US Public Finance
Special Tax Methodology published in July 2017.
VANGUARD HEALTHCARE: Crestview Files Chapter 11 Liquidating Plan
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Vanguard of Crestview LLC, a subsidiary of Vanguard Healthcare LLC,
on Sept. 26 filed with the U.S. Bankruptcy Court for the Middle
District of Tennessee its proposed Chapter 11 plan of liquidation.
The liquidating plan places unsecured claims in Class 3, which will
be paid pro rata from the net proceeds available for distribution
following payments of administrative expenses and priority claims.
The company's undisputed unsecured debt is estimated to be
$681,718.03.
In August last year, Crestview sold most of its assets to Skyline
Health Care, LLC for $2.7 million, of which $2.1 million was paid
to Healthcare Financial Solutions to satisfy its lien in the
company's assets while a portion of the proceeds was used to pay
obligations under the sale agreement. The remaining proceeds in
the amount of $354,372.29 are being held by the company.
Vanguard Healthcare has agreed to fund Crestview's account to the
extent the sale proceeds and the collection of accounts is not
sufficient to distribute at least $350,000 to unsecured creditors,
according to the company's disclosure statement filed on Sept. 26.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/tnmb16-03296-2009.pdf
About Vanguard Healthcare
Vanguard Healthcare, LLC, is a long-term care provider
headquartered in Brentwood, Tennessee, providing rehabilitation and
skilled nursing services at 14 facilities in four states (Florida,
Mississippi, Tennessee and West Virginia).
Vanguard Healthcare and 17 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296)
on May 6, 2016. The petitions were signed by William D. Orand, the
CEO. Vanguard estimated assets in the range of $100 million to
$500 million and liabilities of up to $100 million.
The cases are assigned to Judge Randal S. Mashburn.
The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy
counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd.,
and Maggart & Associates, P.C., as accountants.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. Bass, Berry & Sims PLC serves as bankruptcy
counsel to the committee. CohnReznick LLP is the committee's
financial advisor.
The U.S. Trustee also appointed Laura E. Brown as patient care
ombudsman for Vanguard Healthcare.
VANGUARD HEALTHCARE: Memphis Files Chapter 11 Liquidating Plan
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Vanguard of Memphis LLC, a subsidiary of Vanguard Healthcare LLC,
on Sept. 26 filed with the U.S. Bankruptcy Court for the Middle
District of Tennessee its proposed Chapter 11 plan of liquidation.
Under the liquidating plan, Class 3 unsecured claims will be paid
pro rata from the net proceeds available for distribution following
payments of administrative expenses and priority claims. Memphis'
undisputed unsecured debt is estimated to be $869,405.26.
Earlier this year, Memphis sold most of its assets to MED
Healthcare Partners, LLC for $9.55 million, a portion of which was
used to pay obligations under the sale agreement. Meanwhile,
Healthcare Financial Solutions, which holds a lien in the company's
assets, was paid $7.5 million from the sale proceeds.
The remaining proceeds in the amount of $1,105,869.58 are being
held by Memphis, according to the company's disclosure statement
filed on Sept. 26.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/tnmb16-03296-2012.pdf
About Vanguard Healthcare
Vanguard Healthcare, LLC, is a long-term care provider
headquartered in Brentwood, Tennessee, providing rehabilitation and
skilled nursing services at 14 facilities in four states (Florida,
Mississippi, Tennessee and West Virginia).
Vanguard Healthcare and 17 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296)
on May 6, 2016. The petitions were signed by William D. Orand, the
CEO. Vanguard estimated assets in the range of $100 million to
$500 million and liabilities of up to $100 million.
The cases are assigned to Judge Randal S. Mashburn.
The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy
counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd.,
and Maggart & Associates, P.C., as accountants.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. Bass, Berry & Sims PLC serves as bankruptcy
counsel to the committee. CohnReznick LLP is the committee's
financial advisor.
The U.S. Trustee also appointed Laura E. Brown as patient care
ombudsman for Vanguard Healthcare.
VANGUARD HEALTHCARE: Oct. 31 Plan Outline Hearing
-------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee will convene a hearing on Oct. 31,
2017, at 9:00 a.m. to consider approval of Vanguard Healthcare, LLC
and affiliates' disclosure statement and accompanying plan of
liquidation, dated Sept. 26, 2017.
The last day to file and serve written objections to the Disclosure
Statement is fixed as Oct. 24, 2017.
About Vanguard Healthcare
Vanguard Healthcare, LLC, is a long-term care provider
headquartered in Brentwood, Tennessee, providing rehabilitation and
skilled nursing services at 14 facilities in four states (Florida,
Mississippi, Tennessee and West Virginia).
Vanguard Healthcare and 17 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296)
on May 6, 2016. The petitions were signed by William D. Orand, the
CEO. Vanguard estimated assets in the range of $100 million to
$500 million and liabilities of up to $100 million.
The cases are assigned to Judge Randal S. Mashburn.
The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy
counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd.,
and Maggart & Associates, P.C., as accountants.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. Bass, Berry & Sims PLC serves as bankruptcy
counsel to the committee. CohnReznick LLP is the committee's
financial advisor.
The U.S. Trustee also appointed Laura E. Brown as patient care
ombudsman for Vanguard Healthcare.
VANTAGE SPECIALTY: Moody's Lowers Corporate Family Rating to B3
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Moody's Investors Service downgraded Vantage Specialty Chemicals,
Inc.'s corporate family rating (CFR) to B3 from B2 and probability
of default rating (PDR) to B3-PD from B2-PD following H.I.G
Capital's (HIG) agreement to acquire Vantage from the Jordan
Company in September 2017.
At the same time, Moody's assigned B3 ratings to the new $75
million revolving credit facility due 2022 and $465 million senior
secured first lien term loan due 2024. Additionally, Moody's
assigned a Caa2 rating to Vantage's new $170 million senior secured
second lien term loan due February 2025. Vantage will use the
proceeds from the debt issuance to repay its existing debt and to
finance its acquisition by HIG. The transaction is expected to
close in October 2017. The ratings outlook is stable.
The following summarizes the ratings activity:
Ratings Downgraded:
Vantage Specialty Chemicals, Inc.
Corporate Family Rating -- B3
Probability of Default Rating -- B3-PD
Outlook: Stable
Ratings Assigned:
Vantage Specialty Chemicals, Inc. (Co-borrowers: Vantage
Specialties, Inc., Vantage Oleochemicals, Inc.)
$75 million Gtd senior secured first lien revolving credit facility
due 2022 -- B3 (LGD3)
$465 million Gtd senior secured first lien term loan due 2024 -- B3
(LGD3)
$170 million Gtd senior secured second lien term loan due February
2025 -- Caa2 (LGD5)
Ratings Unchanged, to be Withdrawn at close of transaction:
Vantage Specialties, Inc.:
$60 million senior secured revolving credit facility due 2019 -- B2
(LGD3)
$386 million senior secured first lien term loan due 2021 -- B2
(LGD3)
$40 million senior secured second lien term loan due 2022 -- Caa1
(LGD6)
The ratings are subject to the receipt and review of final
documentation.
Stable Outlook
RATINGS RATIONALE
The downgrade of Vantage's Corporate Family Rating (CFR) to B3
reflects increasing debt leverage after the buyout by private
equity firm HIG, the low growth industry fundamentals and extended
period of time needed to reduce debt leverage.
The proposed transactions will increase Vantage's total debt by
about $195 million assuming no use of the $75 million revolver.
Moody's expects Debt/EBITDA to increase to about 7.0x, including
Moody's standard analytical adjustments, from 5.0x for the last
twelve months ended June 2017.
While pent-up demand for oleochemicals after a weak 2016, ongoing
cost savings and increasing contribution from specialty products
will support sales volume and earnings improvement in the next
12-18 months, free cash flow growth will likely remain modest due
to working capital consumption, restructuring and
transaction-related cash outlays. Swings in receivables and
inventories, coupled with frequent acquisition and restructuring
related payments, resulted in volatile free cash flow generation in
the range of $5 million to $25 million per annum during 2012 and
2016. Moody's expects an extended period of time needed for Vantage
to use free cash flow to de-lever given the overall modest level of
free cash flow to debt and the exhibited volatility in free cash
flow in the past.
As overall business growth remains low in its mature oleochemicals
business, Moody's expects the company will continue to focus on
cost saving initiatives and identify bolt-on acquisitions in the
specialty derivatives to support growth and margins. Vantage
acquired multiple companies in the specialty businesses in the last
five years, including the latest Mallet acquisition in 2016, to
grow and diversify its product offerings into personal care and
food applications. Given its acquisition strategy, debt leverage
has been consistently high in the range of 4.5x and 6.0x over the
last five years.
The modest size of Vantage, reflected by its revenues of $544
million, for the LTM period ending Jun 30, 2017, also constrains
the credit profile. While the company has operations in Ohio,
Arizona, Argentina and Pittsburgh, the meaningful operational
dependence of the business on its two Illinois based manufacturing
sites as well as the narrow financial disclosure that is inherent
with a non-public filer also limit the rating.
The B3 rating is supported by good EBITDA margins (16.5% for the
LTM ending Jun 30, 2017) and established market positions in a wide
range of end-uses, including cosmetics, fuel additives, detergents,
and foods. Acquisitions since 2015 in personal care and food
applications have improved its EBITDA margin from low teens three
years ago. Supporting Vantage's rating are the natural raw
materials of animal and vegetable fats, which are considered
sustainable and renewable. Additionally, the company benefits from
the resilience in its end-products which allow for the use in food
and food processing, applications for personal care products, and
suitability for "natural" and "green" requirements. Furthermore, in
many applications Vantage's products represent a small part of the
overall cost of finished goods for the customer, but provide a
functional attribute. Vantage also benefits from favorable customer
retention in the Specialty Derivatives business segment, wherein
customers are more averse to switching to alternate suppliers due
to concerns over the potential for change to product performance
caused by differing formulations.
Vantage's liquidity is good, supported by the expected positive
free cash flow, and availability under the newly proposed $75
million first lien revolver with a maturity in 2022. The revolver
is expected to be used for working capital needs. Capital
expenditures are modest and expected to be about $15 million per
annum. While there is no regular dividend, in November of 2013,
Vantage distributed an $83 million special dividend to the Jordan
Company and management shareholders. Dividends are not expected in
the near term, but may occur over time.
Vantage will place a new $465 million first lien term loan due in
2024 and $170 million second lien term loan due 2025 in order to
repay its existing $386 million first lien and $40 million second
lien credit facilities and to fund its buyout by private-equity
firm HIG. The B3-rated first lien revolver and first lien term loan
benefit from the security of substantially all assets of the
company on a first priority basis. The first lien revolver will
have a springing first lien net leverage covenant, which will be
set at a mutually agreed level with at least a 35% cushion, once
its utilization exceeds 35%. The $170 million second lien term
loan, rated Caa2, reflects its effective subordination to first
lien debt in the capital structure.
The stable outlook reflects that Vantage's revenues will generally
experience modest growth, and benefit from the Specialty
Derivatives business and the recent acquisition that have added
higher margin products. Additionally, Moody's expects Vantage to
retain relationships with key customers and continue to move away
from commodity to more innovative specialty applications.
Furthermore, the company will continue to benefit from the steady
performance of the Oleochemical business, which is aided by
customer contracts on its fatty acid business that include cost
adjustments that stabilize margins as raw materials prices change.
Moody's would consider upgrading the ratings if the company
achieved leverage sustainably below 6.0x, and realized Retained
Cash Flow/Debt sustainably above 10%. Conversely, the ratings or
outlook could be lowered if earnings or liquidity were to
deteriorate, resulting in negative free cash flow, lower margins,
or leverage sustained above 7.5x.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
Vantage Specialty Chemicals, Inc., based in Chicago, Illinois, is a
privately-held company that focuses on natural ingredient products
including those derived from animal fat and vegetable oil. The
company operates through two main complementary business segments,
Oleochemicals and Specialty Derivatives, and produces more than
1,500 products for over 3,500 customers in 50 countries. Vantage's
revenue for the LTM ending June 30, 2017 was $544 million and
adjusted EBITDA was $90 million. In September 2017, H.I.G Capital
agreed to acquire the majority equity stake in Vantage from its
previous owner, the Jordan Company.
VELLANO CORP: Contact Info of Committee Member Changed
------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 2, on Oct. 5,
2017, has amended the list of creditors to serve on the official
committee of unsecured creditors in the Chapter 11 case of The
Vellano Corp.
McWane, Inc., has changed its contact information to:
2900 Highway 280, Suite 250
Attn: Teri Lavette, Assistant Vice President and Counsel
Birmingham, AL 35223
Tel: (205) 578-3813
Fax: (205) 578-3898
E-mail: teri.lavette@mcwane.com
As reported by the Troubled Company Reporter on Sept. 22, 2017, the
U.S. Trustee on Sept. 14 amended the list of creditors to serve on
the official committee of unsecured creditors in the Chapter 11
case of the Debtor. In that list, McWane could be reached
through:
Attn: Bernie Kenney, Credit Manager
2266 S. 6th Street
Cashocton, OH 43812
Tel: (800) 800-6013
(740) 291-1014
E-mail: bernie.kenney@mcwaneductile.com
The other members are Lane Enterprises, Inc., and National Pipe &
Plastics, Inc.
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 The Vellano
The Vellano Corporation -- http://www.vellano.com/-- is a
veteran-owned business in the water and waste industry. It
provides water services, sewer services and industrial supplies.
The Debtor has 14 branch locations in six states: New York,
Massachusetts, New Hampshire, Rhode Island, Alabama and Georgia.
It employs more than 100 people.
The Vellano Corporation sought Chapter 11 protection (Bankr.
N.D.N.Y. Case No. 17-11348) on July 21, 2017, disclosing total
assets at $5.81 million and total liabilities at $15.65 million.
The petition was signed by Paul Vellano, as authorized
representative.
The Debtor tapped Richard H. Weiskopf, Esq., at The De Lorenzo Law
Firm as counsel.
William K. Harrington, the United States Trustee for Region 2, on
Sept. 7 appointed three creditors to serve on the official
committee of unsecured creditors in the Chapter 11 case of The
Vellano Corp.
VERDUGO ENTERPRISES: Creditors Seek Ch. 11 Trustee Appointment
--------------------------------------------------------------
The petitioning creditors of Verdugo Enterprises, LLC, filed a
motion asking the U.S. Bankruptcy Court for the District of Arizona
to direct the appoint a Chapter 11 Trustee on an expedited basis.
The Petitioning Creditors believe that the current management of
Verdugo Enterprises, LLC, is engaging in dishonest acts, grossly
mismanaging the debtor, engaging in a Ponzi Scheme and/or
securities fraud, and flagrantly disregarding their fiduciary
duties to its creditors.
Three independent bases establish that cause exists to appoint a
trustee in this case on an expedited basis. First, the Debtor is a
melting ice cube. Absent quick action, it is likely that the assets
of the Debtor will either be dissipated or moved beyond this
judicial district by the Debtor's current management.
Second, the immediate appointment of a Trustee is warranted by
virtue of the dishonest acts and gross mismanagement of the Debtor
by its current management.
Third, Debtor's management is believed to continue to be in the
process of inducing other victims, to loan money to Verdugo through
loans which promise to pay extremely high interest rates (22%
compounded monthly), and which in fact, have paid practically
nothing, and which fail to adequately disclose the inherent risks
associated with such loans.
Absent the appointment of the Trustee, Petitioning Creditors and
other victims will continue to suffer substantial injury. Simply
put, without the appointment of the Trustee, the management will
have likely be deplete or secrete the Debtor’s assets, or move
them beyond the jurisdiction of this Court, leaving the Petitioning
Creditors and all other creditors with no remedy. Moreover, absent
the appointment of the Trustee, Debtor will likely continue to
solicit new loans from new victims.
A full-text copy of the Creditors' Motion and Memorandum of Points
is available at:
http://bankrupt.com/misc/azb2-17-04370-30.pdf
An involuntary Chapter 11 petition was filed against Verdugo
Enterprises, LLC (Bankr. D. Ariz. Case No. 17-04370) on April 22,
2017. The bankruptcy case is assigned to Judge Brenda K. Martin.
Counsel for the Petitioning Creditors:
Jonathan P. Ibsen, Esq.
14300 N. Northsight Blvd.
Suite 129
Scottsdale, Arizona 85260
WAYNE T. HEATH: Taps Roussos Glanzer as Legal Counsel
-----------------------------------------------------
Wayne T. Heath Farms, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to hire legal counsel.
The Debtor proposes to employ Roussos, Glanzer & Barnhart, P.L.C.
to give legal advice regarding its duties under the Bankruptcy Code
and provide other legal services related to its Chapter 11 case.
The firm will charge an hourly fee of $390 for the services of
Robert Roussos, Esq., and $325 for Kelly Barnhart, Esq. It has
requested from the Debtor a fee deposit in the sum of $30,000.
Mr. Roussos disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert V. Roussos, Esq.
Kelly M. Barnhart, Esq.
Roussos, Glanzer & Barnhart, P.L.C.
580 E. Main Street, Suite 300
Norfolk, VA 23510
Tel: 757-622-9005
Fax: 757-624-9257
Email: roussos@rgblawfirm.com
Email: barnhart@rgblawfirm.com
About Wayne T. Heath Farms Inc.
Wayne T. Heath Farms Inc. is a privately held company in Townsend,
Virginia, which is engaged in crop farming. Its principal address
is 4435 Jones Cove Drive, Townsend, Virginia.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Case No. 17-73469) on September 27, 2017.
Wayne T. Heath, president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Frank J. Santoro presides over the case.
Z ENTERPRISES: Seeks Authorization to Use JBC Cash Collateral
-------------------------------------------------------------
Z Enterprises of New York, LLC D/B/A Fun4All asks the U.S.
Bankruptcy Court for the Eastern District of New York to authorize
its use of certain cash on hand and accounts receivable generated
in the ordinary course of its business, with respect to which Port
Jefferson Business Center, Inc. asserts a security interest.
Jefferson Business asserted that it had a blanket lien on all of
the Debtor's assets. The current debt owed to Jefferson Business is
in the approximate sum of $111,000. Jefferson Business further
asserted that the Debtor was improperly using its cash collateral
without Jefferson Business' consent. Consequently, the Debtor was
wholly and completely prohibited from using any of its cash until
Jefferson Business provides its consent or an Order will be issued
by the Court authorizing Debtor's use of its cash.
The Debtor's counsel believes that Jefferson Business did not have
a blanket lien on the Debtor's assets, but only had a lien on the
Debtor's equipment. The Debtor's counsel also tried to reach out to
Jefferson Business to obtain its consent on the use of cash
collateral. However, Jefferson Business refused to allow the Debtor
to use any cash at all, hence the Debtor asks the Court to allow it
to use cash collateral in order to avoid a complete shut-down of
its business.
Particularly, the Debtor requires the use of cash collateral in
order to pay costs and expenses incurred in the ordinary course of
its ongoing business as provided for in the Budget, including
payroll and payroll related obligations. The Debtor asserts that
without the use of cash collateral, it will be unable to meet any
of its obligations set forth on the budget.
Accordingly, the Debtor has prepared a Budget which demonstrates
that from October 1, 2017 through November 30, 2017, the Debtor
anticipates that it will collect approximately $78,000 in cash.
During the same time, the Debtor anticipates total cash
disbursements of only $57,026.
While the Debtor believes that Jefferson Business' interest in the
cash collateral is substantially over-secured, the Debtor proposes
to provide additional protection to Jefferson Business in the form
of monthly payments in the sum of $2,000 per month.
Additionally, the Debtor proposes to grant Jefferson Business
replacement liens and security interests in the Debtor's accounts
receivable, goods, inventory, machinery, equipment, furniture,
tools, implements, general intangibles and contract rights acquired
by the Debtor post-petition up to the amount of Jefferson Business'
lien.
A full-text copy of the Motion is available at
http://tinyurl.com/y93g7oz2
Z Enterprises of New York is represented by:
Raymond W. Verdi, Jr., Esq.
Law Offices of Raymond W. Verdi, Jr.
116 East Main Street, Suite C
Patchogue, NY 11772
Telephone: (631) 289-2670
About Z Enterprises of New York
Z Enterprises of New York is in the business of operating an
establishment for children's parties and play at 200 Wilson Street,
Suite B1, Port Jefferson Station, New York 11776, which the Debtor
operates under the D/B/A Fun4All.
Z Enterprises of New York sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-73960) on June 28,
2017. The petition, signed by Frank Zeoli, member and owner, was
filed pro se.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$1 million.
The Debtor has tapped Raymond W. Verdi, Jr., Esq., at the Law
Offices of Raymond W. Verdi, Jr., as counsel.
No trustee and official committee of unsecured creditors has yet
been appointed in the Debtor's case.
ZONE 5 INC: Allowed to Use Berkshire Cash Collateral Until Oct. 11
------------------------------------------------------------------
Judge Robert E. Littlefield, Jr. of the U.S. Bankruptcy Court for
the Northern District of New York authorized Zone 5 Inc., f/k/a
Zone V Lithographic Pre-press Inc. to use cash collateral through
and including Oct. 11, 2017 as set forth in the Budget.
The Budget for October 2017 provides total cash expenses in the
aggregate amount of $43,623.
The Debtor is required to pay adequate protection payment to
Berkshire Bank in the amount of $2,933 for the month of October
2017. The Debtor is also required (1) to provide Berkshire Bank
with an update account receivable listing as of October 1, 2017 and
(2) to file its June, July and August 2017 Operating Reports by
October 31, 2017.
Berkshire Bank is authorized to apply the proceeds of the Debtor's
prepetition bank account in the amount of $4,595, as well as the
proceeds of the sale of excess equipment and fixtures in the amount
of $13,123, to reduce the Debtor's prepetition obligation.
Consequently, Berkshire Bank is required to amend its Proof of
Claim to reflect these payments.
The Debtor's use of cash collateral and compliance with the terms
of the First Interim Order is continued for a further hearing which
will take place on Oct. 11, 2017.
A full-text copy of the First Interim Order, dated Oct. 5, 2017, is
available at http://tinyurl.com/y98wymep
About Zone V Lithographic
Pre-press Inc.
Zone 5, Inc., f/k/a Zone V Lithographic Pre-Press, Inc., filed a
Chapter 11 petition (Bankr. N.D.N.Y. Case No. 17-11087) on June 8,
2017. The petition was signed by Todd E. Mosher, president. At the
time of filing, the Debtor had $100,000 to $500,000 in estimated
assets and $500,000 to $1 million in estimated liabilities.
Richard L. Weisz, Esq. of Hodgon Russ LLP, is the Debtor's
bankruptcy counsel.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ALSWF US 98.3 (53.7) (31.2)
ABSOLUTE SOFTWRE OU1 GR 98.3 (53.7) (31.2)
ABSOLUTE SOFTWRE ABT CN 98.3 (53.7) (31.2)
ABSOLUTE SOFTWRE ABT2EUR EU 98.3 (53.7) (31.2)
ACELRX PHARMA ACRX US 78.2 (31.6) 53.2
ACELRX PHARMA R5X TH 78.2 (31.6) 53.2
ACELRX PHARMA R5X GR 78.2 (31.6) 53.2
AGENUS INC AJ81 GR 176.5 (17.5) 77.8
AGENUS INC AGEN US 176.5 (17.5) 77.8
AGENUS INC AGENEUR EU 176.5 (17.5) 77.8
AGENUS INC AJ81 TH 176.5 (17.5) 77.8
AGENUS INC AJ81 QT 176.5 (17.5) 77.8
AKCEA THERAPEUTI AKCA US 124.1 (83.0) 53.6
AKCEA THERAPEUTI 1KA GR 124.1 (83.0) 53.6
AKCEA THERAPEUTI AKCAEUR EU 124.1 (83.0) 53.6
AKCEA THERAPEUTI 1KA TH 124.1 (83.0) 53.6
AKCEA THERAPEUTI 1KA QT 124.1 (83.0) 53.6
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
ASPEN TECHNOLOGY AZPN US 247.9 (260.8) (321.1)
ASPEN TECHNOLOGY AST GR 247.9 (260.8) (321.1)
ASPEN TECHNOLOGY AST TH 247.9 (260.8) (321.1)
ASPEN TECHNOLOGY AZPNEUR EU 247.9 (260.8) (321.1)
AUTOZONE INC AZO US 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZ5 TH 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZ5 GR 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZOEUR EU 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZ5 QT 9,028.3 (1,714.2) (286.3)
AVEO PHARMACEUTI VPA GR 42.5 (19.3) 27.2
AVEO PHARMACEUTI AVEO US 42.5 (19.3) 27.2
AVEO PHARMACEUTI VPA TH 42.5 (19.3) 27.2
AVEO PHARMACEUTI VPA QT 42.5 (19.3) 27.2
AVEO PHARMACEUTI AVEOEUR EU 42.5 (19.3) 27.2
AVID TECHNOLOGY AVID US 224.7 (274.8) (85.5)
AVID TECHNOLOGY AVD GR 224.7 (274.8) (85.5)
AXIM BIOTECHNOLO AXIM US 4.4 (3.4) (0.6)
BENEFITFOCUS INC BNFT US 173.0 (35.1) 9.6
BENEFITFOCUS INC BTF GR 173.0 (35.1) 9.6
BLUE BIRD CORP BLBD US 366.8 (59.6) 32.8
BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4)
BOEING CO-BDR BOEI34 BZ 90,036.0 (1,978.0) 9,922.0
BOEING CO-CED BA AR 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA EU 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BCO GR 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BAEUR EU 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA TE 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA* MM 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA SW 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BACHF EU 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA US 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BCO TH 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA CI 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BCO QT 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BAUSD SW 90,036.0 (1,978.0) 9,922.0
BOEING CO/THE BA AV 90,036.0 (1,978.0) 9,922.0
BOMBARDIER INC-B BBDBN MM 23,395.0 (3,825.0) 576.0
BOMBARDIER-B OLD BBDYB BB 23,395.0 (3,825.0) 576.0
BOMBARDIER-B W/I BBD/W CN 23,395.0 (3,825.0) 576.0
BRINKER INTL EAT US 1,413.7 (493.7) (292.0)
BRINKER INTL BKJ GR 1,413.7 (493.7) (292.0)
BRINKER INTL EAT2EUR EU 1,413.7 (493.7) (292.0)
BROOKFIELD REAL BRE CN 97.0 (32.9) 3.2
BRP INC/CA-SUB V DOO CN 2,252.0 (93.4) (42.8)
BRP INC/CA-SUB V B15A GR 2,252.0 (93.4) (42.8)
BRP INC/CA-SUB V BRPIF US 2,252.0 (93.4) (42.8)
BUFFALO COAL COR BUC SJ 50.2 (21.9) (22.2)
BURLINGTON STORE BURL US 2,611.8 (95.9) 25.2
BURLINGTON STORE BUI GR 2,611.8 (95.9) 25.2
BURLINGTON STORE BURL* MM 2,611.8 (95.9) 25.2
CADIZ INC CDZI US 72.2 (70.7) 12.2
CADIZ INC 2ZC GR 72.2 (70.7) 12.2
CAESARS ENTERTAI CZR US 14,793.0 (3,357.0) (4,630.0)
CAESARS ENTERTAI C08 GR 14,793.0 (3,357.0) (4,630.0)
CAESARS ENTERTAI CZREUR EU 14,793.0 (3,357.0) (4,630.0)
CALIFORNIA RESOU CRC US 6,154.0 (491.0) (220.0)
CALIFORNIA RESOU 1CLB GR 6,154.0 (491.0) (220.0)
CALIFORNIA RESOU CRCEUR EU 6,154.0 (491.0) (220.0)
CALIFORNIA RESOU 1CL TH 6,154.0 (491.0) (220.0)
CALIFORNIA RESOU 1CLB QT 6,154.0 (491.0) (220.0)
CAMBIUM LEARNING ABCD US 126.5 (52.1) (63.7)
CASELLA WASTE WA3 GR 588.9 (74.6) 4.6
CASELLA WASTE CWST US 588.9 (74.6) 4.6
CASELLA WASTE WA3 TH 588.9 (74.6) 4.6
CASELLA WASTE CWSTEUR EU 588.9 (74.6) 4.6
CDK GLOBAL INC CDK US 2,883.1 (56.8) 726.2
CDK GLOBAL INC C2G TH 2,883.1 (56.8) 726.2
CDK GLOBAL INC CDKEUR EU 2,883.1 (56.8) 726.2
CDK GLOBAL INC C2G GR 2,883.1 (56.8) 726.2
CEDAR FAIR LP FUN US 2,109.5 (60.6) (92.5)
CEDAR FAIR LP 7CF GR 2,109.5 (60.6) (92.5)
CHESAPEAKE ENERG CHK US 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CS1 GR 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CS1 TH 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CHK* MM 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CS1 QT 11,920.0 (684.0) (911.0)
CHESAPEAKE ENERG CHKEUR EU 11,920.0 (684.0) (911.0)
CHOICE HOTELS CZH GR 948.0 (252.6) 103.9
CHOICE HOTELS CHH US 948.0 (252.6) 103.9
CINCINNATI BELL CBB US 1,481.7 (124.0) 11.4
CINCINNATI BELL CIB1 GR 1,481.7 (124.0) 11.4
CINCINNATI BELL CBBEUR EU 1,481.7 (124.0) 11.4
CLEAR CHANNEL-A C7C GR 5,416.6 (1,216.5) 327.9
CLEAR CHANNEL-A CCO US 5,416.6 (1,216.5) 327.9
CLEMENTIA PHARMA CMTA US 40.0 (212.6) 32.1
CLEVELAND-CLIFFS CVA GR 2,030.1 (666.7) 495.0
CLEVELAND-CLIFFS CVA TH 2,030.1 (666.7) 495.0
CLEVELAND-CLIFFS CLF US 2,030.1 (666.7) 495.0
CLEVELAND-CLIFFS CLF* MM 2,030.1 (666.7) 495.0
CLEVELAND-CLIFFS CLF2EUR EU 2,030.1 (666.7) 495.0
COGENT COMMUNICA CCOI US 732.4 (71.2) 240.8
COGENT COMMUNICA OGM1 GR 732.4 (71.2) 240.8
DELEK LOGISTICS DKL US 415.5 (21.1) 14.0
DELEK LOGISTICS D6L GR 415.5 (21.1) 14.0
DENNY'S CORP DE8 GR 306.9 (79.9) (53.3)
DENNY'S CORP DENN US 306.9 (79.9) (53.3)
DOLLARAMA INC DOL CN 1,891.4 (59.4) 291.2
DOLLARAMA INC DLMAF US 1,891.4 (59.4) 291.2
DOLLARAMA INC DR3 GR 1,891.4 (59.4) 291.2
DOLLARAMA INC DOLEUR EU 1,891.4 (59.4) 291.2
DOLLARAMA INC DR3 TH 1,891.4 (59.4) 291.2
DOLLARAMA INC DR3 QT 1,891.4 (59.4) 291.2
DOMINO'S PIZZA EZV TH 781.8 (1,803.1) 209.4
DOMINO'S PIZZA EZV GR 781.8 (1,803.1) 209.4
DOMINO'S PIZZA DPZ US 781.8 (1,803.1) 209.4
DOVA PHARMACEUTI DOVA US 26.4 (3.5) (5.1)
DOVA PHARMACEUTI 0AV GR 26.4 (3.5) (5.1)
DOVA PHARMACEUTI DOVAEUR EU 26.4 (3.5) (5.1)
DUN & BRADSTREET DB5 GR 2,253.7 (913.3) (96.4)
DUN & BRADSTREET DB5 TH 2,253.7 (913.3) (96.4)
DUN & BRADSTREET DNB US 2,253.7 (913.3) (96.4)
DUN & BRADSTREET DNB1EUR EU 2,253.7 (913.3) (96.4)
DUNKIN' BRANDS G 2DB GR 3,147.9 (185.4) 147.6
DUNKIN' BRANDS G DNKN US 3,147.9 (185.4) 147.6
DUNKIN' BRANDS G 2DB TH 3,147.9 (185.4) 147.6
DUNKIN' BRANDS G 2DB QT 3,147.9 (185.4) 147.6
DUNKIN' BRANDS G DNKNEUR EU 3,147.9 (185.4) 147.6
ERIN ENERGY CORP ERN US 190.9 (349.2) (280.7)
ERIN ENERGY CORP ERN SJ 190.9 (349.2) (280.7)
EVERI HOLDINGS I EVRI US 1,337.4 (123.9) 16.4
EVERI HOLDINGS I G2C TH 1,337.4 (123.9) 16.4
EVERI HOLDINGS I G2C GR 1,337.4 (123.9) 16.4
EVERI HOLDINGS I EVRIEUR EU 1,337.4 (123.9) 16.4
FERRELLGAS-LP FEG GR 1,610.0 (757.5) (43.8)
FERRELLGAS-LP FGP US 1,610.0 (757.5) (43.8)
FIFTH STREET ASS FSAM US 189.2 (8.9) -
FIFTH STREET ASS 7FS TH 189.2 (8.9) -
GAMCO INVESTO-A GBL US 190.9 (121.0) -
GCP APPLIED TECH GCP US 1,252.0 (134.3) 177.5
GCP APPLIED TECH 43G GR 1,252.0 (134.3) 177.5
GCP APPLIED TECH GCPEUR EU 1,252.0 (134.3) 177.5
GNC HOLDINGS INC IGN GR 2,011.1 (51.2) 535.6
GNC HOLDINGS INC GNC US 2,011.1 (51.2) 535.6
GNC HOLDINGS INC IGN TH 2,011.1 (51.2) 535.6
GNC HOLDINGS INC GNC1EUR EU 2,011.1 (51.2) 535.6
GOGO INC GOGO US 1,277.3 (116.5) 271.3
GOGO INC G0G GR 1,277.3 (116.5) 271.3
GOGO INC G0G QT 1,277.3 (116.5) 271.3
GREEN PLAINS PAR GPP US 90.6 (64.2) 4.6
GREEN PLAINS PAR 8GP GR 90.6 (64.2) 4.6
GT BIOPHARMA INC GTBP US 0.0 (20.1) (20.1)
GT BIOPHARMA INC GTBP FP 0.0 (20.1) (20.1)
GT BIOPHARMA INC OXISEUR EU 0.0 (20.1) (20.1)
H&R BLOCK INC HRB US 2,132.2 (214.3) 271.4
H&R BLOCK INC HRB GR 2,132.2 (214.3) 271.4
H&R BLOCK INC HRB TH 2,132.2 (214.3) 271.4
H&R BLOCK INC HRBEUR EU 2,132.2 (214.3) 271.4
HCA HEALTHCARE I 2BH GR 34,566.0 (5,079.0) 3,566.0
HCA HEALTHCARE I HCA US 34,566.0 (5,079.0) 3,566.0
HCA HEALTHCARE I 2BH TH 34,566.0 (5,079.0) 3,566.0
HCA HEALTHCARE I 2BH QT 34,566.0 (5,079.0) 3,566.0
HCA HEALTHCARE I HCAEUR EU 34,566.0 (5,079.0) 3,566.0
HEWLETT-CEDEAR HPQ AR 31,934.0 (4,339.0) (617.0)
HORTONWORKS INC HDP US 213.3 (43.3) (35.6)
HORTONWORKS INC 14K GR 213.3 (43.3) (35.6)
HORTONWORKS INC 14K QT 213.3 (43.3) (35.6)
HORTONWORKS INC HDPEUR EU 213.3 (43.3) (35.6)
HOVNANIAN-A-WI HOV-W US 1,822.3 (471.2) 1,077.8
HP COMPANY-BDR HPQB34 BZ 31,934.0 (4,339.0) (617.0)
HP INC HPQ* MM 31,934.0 (4,339.0) (617.0)
HP INC HPQ US 31,934.0 (4,339.0) (617.0)
HP INC 7HP TH 31,934.0 (4,339.0) (617.0)
HP INC 7HP GR 31,934.0 (4,339.0) (617.0)
HP INC HPQ TE 31,934.0 (4,339.0) (617.0)
HP INC HPQ CI 31,934.0 (4,339.0) (617.0)
HP INC HPQ SW 31,934.0 (4,339.0) (617.0)
HP INC HWP QT 31,934.0 (4,339.0) (617.0)
HP INC HPQCHF EU 31,934.0 (4,339.0) (617.0)
HP INC HPQUSD EU 31,934.0 (4,339.0) (617.0)
HP INC HPQUSD SW 31,934.0 (4,339.0) (617.0)
HP INC HPQEUR EU 31,934.0 (4,339.0) (617.0)
IDEXX LABS IDXX US 1,637.1 (86.1) (82.8)
IDEXX LABS IX1 GR 1,637.1 (86.1) (82.8)
IDEXX LABS IX1 TH 1,637.1 (86.1) (82.8)
IDEXX LABS IX1 QT 1,637.1 (86.1) (82.8)
IDEXX LABS IDXX AV 1,637.1 (86.1) (82.8)
IMMUNOGEN INC IMU GR 181.4 (173.2) 94.1
IMMUNOGEN INC IMGN US 181.4 (173.2) 94.1
IMMUNOGEN INC IMU TH 181.4 (173.2) 94.1
IMMUNOGEN INC IMU QT 181.4 (173.2) 94.1
IMMUNOGEN INC IMGNEUR EU 181.4 (173.2) 94.1
IMMUNOMEDICS INC IMMU US 162.6 (59.5) 35.1
IMMUNOMEDICS INC IM3 GR 162.6 (59.5) 35.1
IMMUNOMEDICS INC IM3 TH 162.6 (59.5) 35.1
IMMUNOMEDICS INC IM3 QT 162.6 (59.5) 35.1
INNOVIVA INC INVA US 372.0 (296.7) 171.0
INNOVIVA INC HVE GR 372.0 (296.7) 171.0
INNOVIVA INC INVAEUR EU 372.0 (296.7) 171.0
INSPIRED ENTERTA INSE US 213.4 (2.1) (1.4)
INSTRUCTURE INC INST US 130.1 (4.1) (14.7)
INSTRUCTURE INC 1IN GR 130.1 (4.1) (14.7)
JACK IN THE BOX JBX GR 1,255.2 (439.0) (83.8)
JACK IN THE BOX JACK US 1,255.2 (439.0) (83.8)
JACK IN THE BOX JACK1EUR EU 1,255.2 (439.0) (83.8)
JACK IN THE BOX JBX QT 1,255.2 (439.0) (83.8)
JAMIESON WELLNES JWEL CN 505.1 (180.5) (286.4)
JAMIESON WELLNES 2JW GR 505.1 (180.5) (286.4)
JAMIESON WELLNES JWELEUR EU 505.1 (180.5) (286.4)
JUST ENERGY GROU JE US 1,271.0 (69.8) 114.4
JUST ENERGY GROU 1JE GR 1,271.0 (69.8) 114.4
JUST ENERGY GROU JE CN 1,271.0 (69.8) 114.4
KADMON HOLDINGS KDMN US 47.3 (38.3) (26.1)
KADMON HOLDINGS KDF GR 47.3 (38.3) (26.1)
KADMON HOLDINGS KDMNEUR EU 47.3 (38.3) (26.1)
L BRANDS INC LTD GR 7,763.0 (912.0) 1,199.0
L BRANDS INC LTD TH 7,763.0 (912.0) 1,199.0
L BRANDS INC LB US 7,763.0 (912.0) 1,199.0
L BRANDS INC LBEUR EU 7,763.0 (912.0) 1,199.0
L BRANDS INC LB* MM 7,763.0 (912.0) 1,199.0
L BRANDS INC LTD QT 7,763.0 (912.0) 1,199.0
LAMB WESTON LW US 2,527.8 (521.6) 321.5
LAMB WESTON 0L5 GR 2,527.8 (521.6) 321.5
LAMB WESTON LW-WEUR EU 2,527.8 (521.6) 321.5
LAMB WESTON 0L5 TH 2,527.8 (521.6) 321.5
LANTHEUS HOLDING LNTH US 267.9 (87.2) 82.6
LANTHEUS HOLDING 0L8 GR 267.9 (87.2) 82.6
MADISON-A/NEW-WI MSGN-W US 805.0 (944.2) 168.9
MANNKIND CORP NNFN GR 79.4 (221.2) (34.9)
MANNKIND CORP MNKD US 79.4 (221.2) (34.9)
MANNKIND CORP NNFN QT 79.4 (221.2) (34.9)
MANNKIND CORP MNKDEUR EU 79.4 (221.2) (34.9)
MANNKIND CORP MNKD IT 79.4 (221.2) (34.9)
MCDONALDS - BDR MCDC34 BZ 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MDO TH 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD TE 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MDO GR 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD* MM 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD US 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD SW 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD CI 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MDO QT 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCDCHF EU 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCDUSD EU 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCDUSD SW 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCDEUR EU 32,785.2 (2,000.6) 3,149.2
MCDONALDS CORP MCD AV 32,785.2 (2,000.6) 3,149.2
MCDONALDS-CEDEAR MCD AR 32,785.2 (2,000.6) 3,149.2
MDC COMM-W/I MDZ/W CN 1,650.3 (336.1) (263.7)
MDC PARTNERS-A MDZ/A CN 1,650.3 (336.1) (263.7)
MDC PARTNERS-A MDCA US 1,650.3 (336.1) (263.7)
MDC PARTNERS-A MD7A GR 1,650.3 (336.1) (263.7)
MDC PARTNERS-A MDCAEUR EU 1,650.3 (336.1) (263.7)
MDC PARTNERS-EXC MDZ/N CN 1,650.3 (336.1) (263.7)
MEDLEY MANAGE-A MDLY US 144.5 (4.5) 41.0
MERITOR INC AID1 GR 2,712.0 (44.0) 117.0
MERITOR INC MTOR US 2,712.0 (44.0) 117.0
MERITOR INC MTOREUR EU 2,712.0 (44.0) 117.0
MICHAELS COS INC MIK US 2,060.0 (1,768.0) 445.6
MICHAELS COS INC MIM GR 2,060.0 (1,768.0) 445.6
MIRAGEN THERAPEU MGEN US 50.0 41.3 42.7
MIRAGEN THERAPEU 1S1 GR 50.0 41.3 42.7
MIRAGEN THERAPEU SGNLEUR EU 50.0 41.3 42.7
MONEYGRAM INTERN MGI US 4,410.4 (192.2) (79.8)
MONEYGRAM INTERN 9M1N GR 4,410.4 (192.2) (79.8)
MONEYGRAM INTERN 9M1N TH 4,410.4 (192.2) (79.8)
MONEYGRAM INTERN MGIEUR EU 4,410.4 (192.2) (79.8)
MOODY'S CORP DUT GR 6,536.3 (467.5) 3,321.9
MOODY'S CORP MCO US 6,536.3 (467.5) 3,321.9
MOODY'S CORP DUT TH 6,536.3 (467.5) 3,321.9
MOODY'S CORP MCOEUR EU 6,536.3 (467.5) 3,321.9
MOODY'S CORP DUT QT 6,536.3 (467.5) 3,321.9
MOTOROLA SOLUTIO MTLA GR 8,295.0 (976.0) 801.0
MOTOROLA SOLUTIO MTLA TH 8,295.0 (976.0) 801.0
MOTOROLA SOLUTIO MSI US 8,295.0 (976.0) 801.0
MOTOROLA SOLUTIO MOT TE 8,295.0 (976.0) 801.0
MOTOROLA SOLUTIO MSI1EUR EU 8,295.0 (976.0) 801.0
MSG NETWORKS- A MSGN US 805.0 (944.2) 168.9
MSG NETWORKS- A 1M4 GR 805.0 (944.2) 168.9
MSG NETWORKS- A 1M4 TH 805.0 (944.2) 168.9
MSG NETWORKS- A MSGNEUR EU 805.0 (944.2) 168.9
NATHANS FAMOUS NATH US 86.6 (63.6) 60.1
NATHANS FAMOUS NFA GR 86.6 (63.6) 60.1
NATIONAL CINEMED XWM GR 1,121.7 (68.3) 70.6
NATIONAL CINEMED NCMI US 1,121.7 (68.3) 70.6
NATIONAL CINEMED NCMIEUR EU 1,121.7 (68.3) 70.6
NAVISTAR INTL IHR GR 6,080.0 (4,923.0) 767.0
NAVISTAR INTL NAV US 6,080.0 (4,923.0) 767.0
NAVISTAR INTL IHR TH 6,080.0 (4,923.0) 767.0
NAVISTAR INTL IHR QT 6,080.0 (4,923.0) 767.0
NEFF CORP-CL A NEFF US 666.9 (112.0) 8.9
NEFF CORP-CL A NFO GR 666.9 (112.0) 8.9
NEW ENG RLTY-LP NEN US 191.0 (32.1) -
NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7)
NYMOX PHARMACEUT NYM GR 1.3 (0.7) (0.7)
OMEROS CORP 3O8 GR 60.4 (54.9) 28.3
OMEROS CORP OMER US 60.4 (54.9) 28.3
OMEROS CORP 3O8 TH 60.4 (54.9) 28.3
OMEROS CORP OMEREUR EU 60.4 (54.9) 28.3
ONCOMED PHARMACE OMED US 139.3 (53.8) 95.1
PENN NATL GAMING PN1 GR 4,984.0 (517.5) (127.0)
PENN NATL GAMING PENN US 4,984.0 (517.5) (127.0)
PENSARE ACQUISIT WRLS US 0.4 (0.1) (0.0)
PENSARE ACQUISIT WRLSU US 0.4 (0.1) (0.0)
PHILIP MORRIS IN PM1EUR EU 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PMI SW 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM1 TE 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN 4I1 TH 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM1CHF EU 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN 4I1 GR 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM US 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM FP 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PMI1 IX 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PMI EB 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN 4I1 QT 38,660.0 (10,277.0) 1,189.0
PINNACLE ENTERTA PNK US 3,982.2 (339.7) (62.5)
PINNACLE ENTERTA 65P GR 3,982.2 (339.7) (62.5)
PLANET FITNESS-A PLNT US 1,354.6 (156.8) 26.5
PLANET FITNESS-A 3PL TH 1,354.6 (156.8) 26.5
PLANET FITNESS-A 3PL GR 1,354.6 (156.8) 26.5
PLANET FITNESS-A 3PL QT 1,354.6 (156.8) 26.5
PLANET FITNESS-A PLNT1EUR EU 1,354.6 (156.8) 26.5
PROS HOLDINGS IN PH2 GR 298.0 (20.5) 147.4
PROS HOLDINGS IN PRO US 298.0 (20.5) 147.4
QUANTUM CORP QNT2 GR 213.0 (118.0) (51.3)
QUANTUM CORP QNT1 TH 213.0 (118.0) (51.3)
QUANTUM CORP QTM US 213.0 (118.0) (51.3)
QUANTUM CORP QTM1EUR EU 213.0 (118.0) (51.3)
REATA PHARMACE-A RETA US 71.3 (230.3) 17.5
REATA PHARMACE-A 2R3 GR 71.3 (230.3) 17.5
REATA PHARMACE-A RETAEUR EU 71.3 (230.3) 17.5
REGAL ENTERTAI-A RGC US 2,748.4 (835.0) (48.2)
REGAL ENTERTAI-A RETA GR 2,748.4 (835.0) (48.2)
REGAL ENTERTAI-A RGC* MM 2,748.4 (835.0) (48.2)
REGAL ENTERTAI-A RGCEUR EU 2,748.4 (835.0) (48.2)
RENOVACARE INC RCAR US 0.6 (0.2) (0.3)
RESOLUTE ENERGY R21 GR 728.5 (62.2) (65.8)
RESOLUTE ENERGY REN US 728.5 (62.2) (65.8)
RESOLUTE ENERGY RENEUR EU 728.5 (62.2) (65.8)
REVLON INC-A REV US 3,062.0 (672.4) 296.4
REVLON INC-A RVL1 GR 3,062.0 (672.4) 296.4
REVLON INC-A RVL1 TH 3,062.0 (672.4) 296.4
REVLON INC-A REVEUR EU 3,062.0 (672.4) 296.4
RH RH US 1,819.4 (46.8) 246.4
RH RS1 GR 1,819.4 (46.8) 246.4
RH RH* MM 1,819.4 (46.8) 246.4
RH RHEUR EU 1,819.4 (46.8) 246.4
ROKU INC ROKU US 185.0 (0.2) 62.1
ROKU INC R35 GR 185.0 (0.2) 62.1
ROKU INC R35 QT 185.0 (0.2) 62.1
ROKU INC ROKUEUR EU 185.0 (0.2) 62.1
ROSETTA STONE IN RST US 178.9 (0.1) (55.9)
ROSETTA STONE IN RS8 GR 178.9 (0.1) (55.9)
ROSETTA STONE IN RST1EUR EU 178.9 (0.1) (55.9)
RR DONNELLEY & S DLLN GR 3,831.8 (161.5) 722.1
RR DONNELLEY & S RRD US 3,831.8 (161.5) 722.1
RR DONNELLEY & S DLLN TH 3,831.8 (161.5) 722.1
RR DONNELLEY & S RRDEUR EU 3,831.8 (161.5) 722.1
RYERSON HOLDING RYI US 1,787.8 (22.6) 730.1
RYERSON HOLDING 7RY GR 1,787.8 (22.6) 730.1
RYERSON HOLDING 7RY TH 1,787.8 (22.6) 730.1
SALLY BEAUTY HOL SBH US 2,120.5 (352.3) 638.2
SALLY BEAUTY HOL S7V GR 2,120.5 (352.3) 638.2
SANCHEZ ENERGY C SN US 2,218.1 (38.1) (0.0)
SANCHEZ ENERGY C SN* MM 2,218.1 (38.1) (0.0)
SANCHEZ ENERGY C 13S GR 2,218.1 (38.1) (0.0)
SANCHEZ ENERGY C 13S TH 2,218.1 (38.1) (0.0)
SANCHEZ ENERGY C 13S QT 2,218.1 (38.1) (0.0)
SANCHEZ ENERGY C SNEUR EU 2,218.1 (38.1) (0.0)
SBA COMM CORP 4SB GR 7,308.9 (1,985.7) (710.0)
SBA COMM CORP SBAC US 7,308.9 (1,985.7) (710.0)
SBA COMM CORP SBJ TH 7,308.9 (1,985.7) (710.0)
SBA COMM CORP SBACEUR EU 7,308.9 (1,985.7) (710.0)
SCIENTIFIC GAM-A TJW GR 7,066.0 (1,998.1) 510.2
SCIENTIFIC GAM-A SGMS US 7,066.0 (1,998.1) 510.2
SEARS HOLDINGS SEE GR 8,351.0 (3,651.0) (397.0)
SEARS HOLDINGS SEE TH 8,351.0 (3,651.0) (397.0)
SEARS HOLDINGS SHLD US 8,351.0 (3,651.0) (397.0)
SEARS HOLDINGS SEE QT 8,351.0 (3,651.0) (397.0)
SEARS HOLDINGS SHLDEUR EU 8,351.0 (3,651.0) (397.0)
SHELL MIDSTREAM SHLX US 1,098.7 (252.5) 131.7
SHELL MIDSTREAM 49M GR 1,098.7 (252.5) 131.7
SHELL MIDSTREAM 49M TH 1,098.7 (252.5) 131.7
SIGA TECH INC SIGA US 156.0 (303.4) 45.3
SILVER SPRING NE SSNI US 295.6 (20.3) 49.5
SILVER SPRING NE 9SI GR 295.6 (20.3) 49.5
SILVER SPRING NE 9SI TH 295.6 (20.3) 49.5
SILVER SPRING NE 9SI QT 295.6 (20.3) 49.5
SILVER SPRING NE SSNIEUR EU 295.6 (20.3) 49.5
SIRIUS XM HOLDIN SIRI US 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN RDO TH 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN RDO GR 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN SIRI SW 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN RDO QT 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN SIRIEUR EU 8,347.7 (1,041.7) (2,148.9)
SIRIUS XM HOLDIN SIRI AV 8,347.7 (1,041.7) (2,148.9)
SIX FLAGS ENTERT SIX US 2,543.7 (49.4) (150.5)
SIX FLAGS ENTERT 6FE GR 2,543.7 (49.4) (150.5)
SONIC CORP SONC US 563.8 (173.1) 60.4
SONIC CORP SO4 GR 563.8 (173.1) 60.4
SONIC CORP SONCEUR EU 563.8 (173.1) 60.4
SONIC CORP SO4 TH 563.8 (173.1) 60.4
STRAIGHT PATH-B STRP US 20.9 (10.2) (7.4)
STRAIGHT PATH-B 5I0 GR 20.9 (10.2) (7.4)
SYNTEL INC SYNT US 434.1 (97.3) 122.8
SYNTEL INC SYE GR 434.1 (97.3) 122.8
SYNTEL INC SYE TH 434.1 (97.3) 122.8
SYNTEL INC SYNT1EUR EU 434.1 (97.3) 122.8
SYNTEL INC SYNT* MM 434.1 (97.3) 122.8
TAILORED BRANDS TLRD US 2,079.7 (46.7) 753.0
TAILORED BRANDS WRMA GR 2,079.7 (46.7) 753.0
TAILORED BRANDS TLRD* MM 2,079.7 (46.7) 753.0
TAUBMAN CENTERS TU8 GR 4,061.7 (111.7) -
TAUBMAN CENTERS TCO US 4,061.7 (111.7) -
TOWN SPORTS INTE T3D GR 236.6 (87.0) 4.6
TOWN SPORTS INTE CLUB US 236.6 (87.0) 4.6
TRANSDIGM GROUP T7D GR 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP TDG US 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP TDG SW 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP TDGCHF EU 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP T7D QT 10,316.4 (1,895.4) 1,656.3
TRANSDIGM GROUP TDGEUR EU 10,316.4 (1,895.4) 1,656.3
ULTRA PETROLEUM UPL US 1,762.0 (940.1) 176.1
ULTRA PETROLEUM UPL1EUR EU 1,762.0 (940.1) 176.1
ULTRA PETROLEUM UPM1 GR 1,762.0 (940.1) 176.1
UNISYS CORP UISCHF EU 2,318.9 (1,630.1) 426.5
UNISYS CORP UISEUR EU 2,318.9 (1,630.1) 426.5
UNISYS CORP UIS US 2,318.9 (1,630.1) 426.5
UNISYS CORP UIS1 SW 2,318.9 (1,630.1) 426.5
UNISYS CORP USY1 TH 2,318.9 (1,630.1) 426.5
UNISYS CORP USY1 GR 2,318.9 (1,630.1) 426.5
UNITI GROUP INC UNIT US 4,161.2 (1,059.0) -
UNITI GROUP INC 8XC GR 4,161.2 (1,059.0) -
VALVOLINE INC VVV US 1,960.0 (203.0) 227.0
VALVOLINE INC 0V4 GR 1,960.0 (203.0) 227.0
VALVOLINE INC VVVEUR EU 1,960.0 (203.0) 227.0
VECTOR GROUP LTD VGR GR 1,420.3 (284.5) 475.4
VECTOR GROUP LTD VGR US 1,420.3 (284.5) 475.4
VECTOR GROUP LTD VGR QT 1,420.3 (284.5) 475.4
VERISIGN INC VRS TH 2,344.3 (1,203.2) 321.0
VERISIGN INC VRS GR 2,344.3 (1,203.2) 321.0
VERISIGN INC VRSN US 2,344.3 (1,203.2) 321.0
VERISIGN INC VRSNEUR EU 2,344.3 (1,203.2) 321.0
VERSUM MATER VSM US 1,181.8 (9.7) 438.2
VERSUM MATER 2V1 GR 1,181.8 (9.7) 438.2
VERSUM MATER VSMEUR EU 1,181.8 (9.7) 438.2
VERSUM MATER 2V1 TH 1,181.8 (9.7) 438.2
VIEWRAY INC VRAY US 105.6 (17.0) 39.2
VIEWRAY INC 6L9 GR 105.6 (17.0) 39.2
VIEWRAY INC VRAYEUR EU 105.6 (17.0) 39.2
W&T OFFSHORE INC WTI US 875.0 (598.0) 9.4
WEIGHT WATCHERS WTW US 1,247.3 (1,138.7) (58.0)
WEIGHT WATCHERS WW6 GR 1,247.3 (1,138.7) (58.0)
WEIGHT WATCHERS WW6 TH 1,247.3 (1,138.7) (58.0)
WEIGHT WATCHERS WTWEUR EU 1,247.3 (1,138.7) (58.0)
WEST CORP WSTC US 3,480.9 (324.5) 248.5
WEST CORP WT2 GR 3,480.9 (324.5) 248.5
WIDEOPENWEST INC WOW US 3,038.4 (291.2) (28.9)
WIDEOPENWEST INC WU5 GR 3,038.4 (291.2) (28.9)
WIDEOPENWEST INC WOW1EUR EU 3,038.4 (291.2) (28.9)
WINGSTOP INC WING US 114.6 (61.2) (1.7)
WINGSTOP INC EWG GR 114.6 (61.2) (1.7)
WORKIVA INC WK US 154.2 (6.1) (2.0)
WORKIVA INC 0WKA GR 154.2 (6.1) (2.0)
WORKIVA INC WKEUR EU 154.2 (6.1) (2.0)
XOMA CORP XOMA US 24.1 (29.1) 1.7
YRC WORLDWIDE IN YRCW US 1,759.1 (410.5) 292.9
YRC WORLDWIDE IN YEL1 GR 1,759.1 (410.5) 292.9
YRC WORLDWIDE IN YEL1 TH 1,759.1 (410.5) 292.9
YRC WORLDWIDE IN YRCWEUR EU 1,759.1 (410.5) 292.9
YUM! BRANDS INC YUM US 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC TGR GR 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC TGR TH 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUMEUR EU 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC TGR QT 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUMCHF EU 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUM SW 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUMUSD SW 5,596.0 (6,102.0) 307.0
YUM! BRANDS INC YUMUSD EU 5,596.0 (6,102.0) 307.0
*********
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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The TCR subscription rate is $975 for 6 months delivered via
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*** End of Transmission ***