/raid1/www/Hosts/bankrupt/TCR_Public/160621.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, June 21, 2016, Vol. 20, No. 173
Headlines
1ST CHOICE COMPLIANCE: Case Summary & 20 Top Unsecured Creditors
8110 AERO DRIVE: Has Until June 22 to File Financial Statements
ACE'S INDOOR: U.S. Trustee Unable to Appoint Committee
ACELITY LP: Moody's Retains B3 CFR on First Lien Notes Add-On
AGAVE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
ANKOD ENTERPRISE: U.S. Trustee Unable to Appoint Committee
ATP OIL: Exxon Loses Bid for Summary Judgment
BARATTA REVOCABLE TRUST: U.S. Trustee Unable to Appoint Committee
BEVERLY GRUARIN: July 12 Hearing to Approve Disclosure Statement
BFN OPERATIONS: Case Summary & 20 Largest Unsecured Creditors
BFN OPERATIONS: Wet Weather Prompts Zelenka Farms' Ch. 11 Filing
BILL HALL: Voluntary Chapter 11 Case Summary
BLANKENSHIP FARMS: Taps Butler Snow as Bankruptcy Counsel
CHAPARRAL ENERGY: Russell R. Johnson Represents 2 Electric Cos.
CHOUDRIES INC: Hires Imblum Law Offices as Bankruptcy Counsel
CREATIVE FOODS: Case Summary & 20 Largest Unsecured Creditors
DECARLOAN ENTERPRISES: Directed to File Amended Combined Plan
DEPAUL INDUSTRIES: Hires Sussman Shank as Bankruptcy Counsel
ELIZABETH ARDEN: S&P Puts 'CCC+' CCR on CreditWatch Positive
ELIZARDO CRUZ: U.S. Trustee Directed to Appoint Ombudsman
FIRST BRONX: Plan Votes Due June 27
FLAVORS HOLDINGS: Moody's Puts B2 CFR on Review for Downgrade
GENERAL MOTORS: M. Creamer May Proceed in Forma Pauperis
GINGER OIL: Unsecured Claims to be Paid in Full
GO YE VILLAGE: Taps Integra to Provide New Appraisal of Campus
GO YE VILLAGE: U.S. Trustee Appoints New Committee Members
GONZALEZ GROUP: Taps Kerry Hettinger & Martin Rogalski as Counsel
GREAT AMERICAN VENDING: U.S. Trustee Unable to Appoint Committee
GROUP 6842: Court Allows Employment of Glass Ratner Brokerage
GROUP 6842: Objects to D&A's Bid for Relief From Automatic Stay
GROUP 6842: Opposes Los Angeles' Dismissal Bid
GROUP 6842: Wants Additional Time to Use Cash Collateral
HEARTLAND DAIRY: Case Summary & 20 Largest Unsecured Creditors
HERITAGE REALTY: Court Awards $7.4K Sanctions Against Counsel
HONEY BEE: Court Denies Bid for Assumption of Boating Lease
HONEY BEE: Court Refuses to Allow Final Postpetition Financing
INMAN STREET: Taps Richard Banks as Bankruptcy Counsel
IVAN A RODRIGUEZ PAGAN: Combined Plan Hearing on July 12
JC JEWELLERS: Wants Plan Filing Period Extended to Sept. 6
JC JEWELLERS: Wants Plan Filing Period Extended to Sept. 6
JCHS CORPORATION: Unsecureds to Recoup 10% Under Exit Plan
KALOBIOS PHARMACEUTICALS: Court Confirms 2nd Amended Plan
KLD ENERGY: DIP Lender to Receive Newco Equity Under Plan
KOMODIDAD DISTRIBUTORS: Taps Carrasquillo as Financial Consultant
LEGAL CREDIT SOLUTIONS: Hires Ortiz-Bey as DACO Counsel
LINC USA GP: U.S. Trustee Forms 3-Member Committee
LIVING COLOUR: U.S. Trustee Unable to Appoint Committee
LOCATIONS II INC: Hires Menna as Counsel
LOCATIONS II INC: Hires Trinker as Counsel
LUAR CLEANERS: Taps Aida Escribano-Ramallo as Financial Consultant
MARULA PROPS: U.S. Trustee Unable to Appoint Committee
MEDICAL INVESTORS: U.S. Trustee Unable to Appoint Committee
NEW BERN RIVERFRONT: Order Dismissing Weaver Cooke's Suit Affirmed
NEW CENTURY: Court Partially Dismisses Knights' Suit vs. Banks
NEW MILLENNIUM: S&P Assigns 'B-' CCR, Outlook Stable
NORANDA ALUMINUM: Auction for Downstream Business Set for July 7
NORANDA ALUMINUM: Court OKs Modified Senior Mgmt. Severance Plan
NORANDA ALUMINUM: Modified KEIP, KERP, ICP Approved
NORTEL NETWORKS: Court Recommends No Mediation of Appeal
PAONESSA ALFOMBRAS: Hires Jorge Cancio-Valdivia as Bankr. Counsel
PEAK WEB: Hires Tonkon Torp as Chapter 11 Counsel
PRECISION INDUSTRIAL: Aug. 2 Hearing to Confirm Plan
PROFESSIONAL MEDICAL: U.S. Trustee Unable to Appoint Committee
QRS RECYCLING: Georgia Works! Appointed to Committee
QRS RECYCLING: Wants to Employ DLA Piper as Local Counsel
RADIOSHACK CORP: Court Narrows Claims in Suit vs. Directors
RAIDER OILFIELD: Case Summary & 20 Largest Unsecured Creditors
RAPID AMERICAN: Court OKs Partial Summary Judgment re Aetna Policy
REEVES DEVELOPMENT: LA Multimodal Buying Property for $4.5MM
RENT-A-CENTER INC: S&P Revises Outlook to Neg. & Affirms 'BB' CCR
REPUBLIC AIRWAYS: Airline Lists $2.4BB in Assets, $1.9BB in Debts
REPUBLIC AIRWAYS: Exclusive Plan Filing Deadline Moved to Dec. 31
REPUBLIC AIRWAYS: Holdings Lists $406MM in Assets, $483MM Debts
REPUBLIC AIRWAYS: Services Lists $8.4MM in Assets, $10MM in Debts
RESIDENTIAL CAPITAL: Court Remands "Moss" for Further Proceedings
REVLON CONSUMER: Moody's Puts Ba3 CFR Under Review for Downgrade
REVLON CONSUMER: S&P Puts 'B+' CCR on CreditWatch Negative
REXFORD PROPERTIES: Court Denies Bid Directing Parties to File Docs
SABINE OIL: Court Denies Nordheim's Appeal Bids
SAEXPLORATION HOLDING: Moody's Cuts Prob. of Default Rating to Ca
SAMSON RESOURCES: Extends Time to Assume Tulsa Lease
SAMSON RESOURCES: Has Access to Cash Collateral Until June 15
SAMSON RESOURCES: Objects to Committee's Bid to End Exclusivity
SAMSON RESOURCES: Seeks March 2017 Extension of Exclusive Period
SAMSON RESOURCES: US Trustee Opposes Committee's Motion to Seal
SANDERS NURSERY: Court Approves Disclosure Statement
SANDRIDGE ENERGY: "Gernandt" Suit Stayed Against Non-Debtors
SCHOPFS HILLTOP: Wants Aug. 19 as Exclusive Plan Filing Deadline
SHEEHAN PIPE LINE: Committee Replies to Motion to Lift Stay
SKAGIT GARDENS: Bid Procedures Approved; Auction Set on June 29
SPORTS AUTHORITY: US Trustee Objects to Gordon Brothers' Hiring
STEAMERS THREE: Seeks to Employ Robert Easterling as Attorney
STRATEGIC PARTNERS: Moody's Assigns B2 CFR, Outlook Stable
SUMMIT MIDSTREAM: Moody's Affirms B1 CFR, Outlook Stable
SUNEDISON INC: Creditors Committee Taps Alvarez as Fin'l Advisors
SUNEDISON INC: Maintains Equity Committee Is Not Needed
SWANN EQUIPMENT: Employs Clark Knies & Crenshaw as Accountants
T C & PAM: Wants Plan Filing Period Extended to June 29
TAWK DEVELOPMENT: Parties Agree to Stay Athene's Suit
TODD BRASSNER: Unsecureds to Get 100%; July 21 Plan Hearing Set
TOSCANA PARTNERS: $1.675MM Sale to Pay Creditors in Full
TOWER AUTOMOTIVE: Moody's Retains B1 CFR on Share Repurchase
TRUSTEES OF CONNEAUT LAKE: July 12 Hearing on Joint Plan
UCI INTERNATIONAL: Seeks to Appoint Whittman as Representative
UCI INTERNATIONAL: Willkie & Morris Represent Noteholder
USA DISCOUNTERS: Wants Sept. 20 Exclusive Plan Filing Deadline
VERSO CORP: AIM Wants Claims Allowed Solely for Voting Purposes
VERSO CORP: May Assume Amended Purchase Agreement With Catalyst
VERTELLUS SPECIALTIES: Seeks to Implement KEIP, KERP
VERTELLUS SPECIALTIES: Wants to Sell Substantially All Assets
VIVA INVESTMENTS: Exclusive Plan Filing Deadline Moved to Aug. 22
WARREN RESOURCES: Bankr. Plan Filed, July 25 Hearing Set
WEX INC: Moody's Affirms Ba3 Corporate Family Rating
WHISTLER ENERGY II: Bristow, Schlumberger Named Committee Members
WILLIAMS CONTRACTING: Taps Sodoma Law as Bankruptcy Counsel
WINEBOW GROUP: S&P Outlook Still Neg on Continued Soft Performance
*********
1ST CHOICE COMPLIANCE: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: 1st Choice Compliance, Inc.
P.O. Box 70246
Albany, GA 31708
Case No.: 16-10731
Chapter 11 Petition Date: June 17, 2016
Court: United States Bankruptcy Court
Middle District of Georgia (Albany)
Debtor's Counsel: Kenneth W. Revell, Esq.
ZALKIN REVELL, PLLC
2410 Westgate Blvd., Suite 100
Albany, GA 31707
Tel: 2294351611
Fax: 866-560-7111
E-mail: krevell@zalkinrevell.com
Total Assets: $48,402
Total Liabilities: $1.31 million
The petition was signed by Elizabeth Fleming, chief executive
officer and president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/gamb16-10731.pdf
8110 AERO DRIVE: Has Until June 22 to File Financial Statements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended 8110 Aero Drive Holdings, LLC's deadline to file its
schedules and statement of financial affairs through and including
June 22, 2016.
The Order is without prejudice to the Debtor's right to seek a
further extension of time to file its Schedules or Statement of
Financial Affairs.
The Office of the U.S. Trustee previously filed a statement of
position saying it has no objection to the application.
About 8110 Aero Drive
8110 Aero Drive Holdings, LLC, sought protection under Chapter 11
of the Bankruptcy Code on May 25, 2016 (Bankr. S.D.Calif., Case No.
16-03135). The case is assigned to Judge Margaret M. Mann.
The Debtor's Counsel is William M. Rathbone, Esq., at Gordon & Rees
LLP, in San Diego, California. The petition was signed by Luz
Burni, authorized representative.
ACE'S INDOOR: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Ace's Indoor Shooting Range & Pro Gun Shop,
Inc.
About Ace's Indoor
Ace's Indoor Shooting Range & Pro Gun Shop, Inc. sought protection
under Chapter 11 of the Bankruptcy Code in the Southern District of
Florida (Miami) (Case No. 16-15918) on April 25, 2016. The
petition was signed by George de Pina, president.
The Debtor is represented by Jacqueline Calderin, Esq., at
Ehrenstein Charbonneau Calderin. The case is assigned to Judge
Robert A. Mark.
The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.
ACELITY LP: Moody's Retains B3 CFR on First Lien Notes Add-On
-------------------------------------------------------------
Acelity L.P. (B3 stable), a maker of wound care and regenerative
medicine products, announced revised plans to extend the maturities
of its senior secured term loan debt. On June 16, the company
amended and extended the majority of the U.S. term loan ($1.7
billion of the $1.9 billion outstanding) and the Euro term loan
($273 million outstanding). Each were previously slated to mature
in May 2018, and the maturities on each were extended by 30 months
to November 2020. Acelity has announced that it is now looking to
refinance the remaining $196 million of term loan stub that was not
amended and extended with proceeds from a $190 million add-on to
its existing senior secured first lien notes (maturing 2021).
Moody's commented that the proposed transactions are in aggregate
modestly credit positive for Acelity by alleviating some near-term
refinancing risk. Moody's expects the first lien notes add-on to
close in late-June.
There are no changes to any of Acelity's ratings, including the B3
Corporate Family Rating, B3-PD Probability of Default Rating and
Ba3 senior secured rating. The outlook is stable.
AGAVE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Agave Properties, LLC 16-13338
aka Focus Property Group
3455 Cliff Shadows Pkwy, Ste 220
Las Vegas, NV 89129
Cliffrose Investments, LLC 16-13340
Focus South Group, LLC 16-13341
FSG-S, LLC 16-13342
JV Properties, LLC 16-13343
N.G.A. #2, LLC 16-13344
Northwest Investments, LLC 16-13345
PV Land Investments, LLC 16-13346
Saguaro Equities, LLC 16-13347
Southwest Desert Equities, LLC 16-13348
Succotash, LLC 16-13349
Victor Investments, LP 16-13350
Chapter 11 Petition Date: June 17, 2016
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Hon. Mike K. Nakagawa
Debtors' Counsel: Samuel A. Schwartz, Esq.
Bryan A. Lindsey, Esq.
SCHWARTZ FLANSBURG PLLC
6623 Las Vegas Blvd. SO., Ste 300
Las Vegas, NV 89119
Tel: (702) 385-5544
Fax: (702) 385-2741
E-mail: sam@nvfirm.com
bryan@nvfirm.com
- and -
Roberto J. Kampfner, Esq.
Andrew Mackintosh, Esq.
Aaron Colodny, Esq.
WHITE & CASE LLP
555 South Flower Street, Suite 2700
Los Angeles, CA 90071
Tel: (213) 620-7700
Fax: (213) 452-2329
E-mail: rkampfner@whitecase.com
amackintosh@whitecase.com
aaron.colodny@whitecase.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by John A. Ritter, manager.
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Branch Banking and Trust Company Loan $21,800,784
c/o Sylvester & Polednak, LTD
Jeffrey Sylvester, Esq
Tel: 1-702-952-5200
jeff@sylvesterpolednak.com
Kyle Agent, LLC Loan $18,500,000
c/o Christopher Wilson
Stonehill Capital Management, LLC
Tel: 1-212-739-7476
c/o Rosner Nocera & Ragone, LLP
Peter Ragone, Esq.
Tel: 1-212-635-2244
Boyd Family Partnership Judgment $3,946,799
c/o Brooks Hubley, LLP
Michael Brooks, Esq.
Tel: 1-702-851-1191
mbrooks@brookshubley.com
Pacific Western Bank Judgment $3,511,322
c/o Snell & Wilmer LLP
Bob Olson, Esq.
Tel: (702) 784-5295
bolson@swlaw.com
FDIC as Receiver for SW USA Judgment $3,429,392
Bank, N.A.
c/o Sylvester & Polednak, LTD
Jeffrey Sylvester, Esq.
Tel: 1-702-952-5200
jeff@sylvesterpolednak.com
SV Litigation SPE, LLC Judgment $3,170,197
c/o Mazur & Brooks, A Professional
Corporation
Michael Mazur, Esq
Tel: 1-702-564-3128
mmazur@mazurbrooks.com
Slusher Family Trust Judgment $2,918,025
c/o Marquis Aurbach Coffing
Phillip Aurbach, Esq.
Tel: (702) 942-2155
paurbach@maclaw.com
c/o Techlaw LLP
Dana Robinson, Esq.
Golden Sage, LLC Judgment $2,918,025
c/o Marquis Aurbach Coffing
Phillip Aurbach, Esq.
Tel: (702) 942-2155
paurbach@maclaw.com
c/o Techlaw LLP
Dana Robinson, Esq.
Insurance Company of the West Indemnity Bond $2,500,000
15025 Innovation Dr.
San Diego, CA 92150
Attn: Sue Karlan
Marilyn Klinger
Marilyn.klinger@sedgwickllp.com
Tel: 1-213-615-803
Joseph Procida Potential $1,350,000
3575 S. Decatur Blvd Prepack
Las Vegas, NV 89109 Creditor
(702) 253-1977
Vincent and Rita Cervoni Judgment $1,167,210
c/o Marquis Aurbach Coffing
Phillip Aurbach, Esq.
Tel: (702) 942-2155
paurbach@maclaw.com
c/o Techlaw LLP
Dana Robinson, Esq.
Frank Conlin Judgment $1,167,210
c/o Marquis Aurbach Coffing
Phillip Aurbach, Esq.
Tel: (702) 942-2155
paurbach@maclaw.com
c/o Techlaw LLP
Dana Robinson, Esq.
Norman Jenkins Family Trust Judgment $1,167,210
c/o Marquis Aurbach Coffing
Phillip Aurbach, Esq.
Tel: (702) 942-2155
paurbach@maclaw.com
c/o Techlaw LLP
Dana Robinson, Esq.
CAL NEV 2, LLC (Keltner) Settlement $1,000,000
702-595-8474 Agreement
kenkeltnerlv@gmail.com
MDDM, LLC Potential $1,000,000
Michael Arnau Prepack
702-271-5895 Creditor
Michaelarnau@yahoo.com
KMBD, LLC Potential $1,000,000
Michael Arnau prepack
702-271-5895 Creditor
Michaelarnau@yahoo.com
Kenneth J. Family Trust - Potential $1,000,000
Susan Sullivan Prepack
c/o Clayton Mortgage Creditor
3041 W. Horizon Ridge Parkway,
Suite 155
Henderson, NV 89052
SMR 7, LLC Judgment $986,494
c/o Woods Erickson Whitaker &
Maurice LLP
Tel: 702-433-9696
amaurice@woodserickson.com
J & D Financial Services Loan $820,900
C/o Smith & Shapiro, PLLC
Tel: 702-318-5033
Heritage Holding Limited Potential $500,000
Partnership Prepack
Roland Sturm Creditor
702-683-4000
Rollie.sturm@gmail.com
ANKOD ENTERPRISE: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Ankod Enterprise, LLC.
Ankod Enterprise, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-14706) on March 31,
2016. The Debtor is represented by Chad T. Van Horn, Esq., at Van
Horn Law Group, P.A.
ATP OIL: Exxon Loses Bid for Summary Judgment
---------------------------------------------
Judge Marvin Isgur of the United States Bankruptcy Court for the
Southern District of Texas, Houston Division, denied Exxon Mobil
Corporation's motion for summary judgment, holding that Louisiana
law does not recognize the concept of a constructive trust and the
$764,723 payment to Exxon constituted property of the estate.
Exxon filed a motion for summary judgment arguing that the
overpayment was held by ATP in a constructive trust for the benefit
of Exxon, meaning the transfer is not avoidable under the
Bankruptcy Code. Tow filed a response arguing that Louisiana law
does not recognize constructive trusts, and further that Exxon
failed to adequately trace the funds. The sole remaining issue on
summary judgment is whether Louisiana law recognizes the concept of
a constructive trust.
A full-text copy of the Memorandum Opinion dated June 6, 2016 is
available at https://is.gd/psWGR8 from Leagle.com.
The adversary case is captioned RODNEY TOW CH 7 TRUSTEE,
Plaintiff(s), v. EXXON MOBIL CORPORATION, Defendant(s), Adversary
No. 15-3174 (Bankr. S.D. Tex.). The bankruptcy case is IN RE: ATP
OIL & GAS CORPORATION, Chapter 7, Debtor(s)Case No. 12-36187
(Bankr. S.D. Tex.).
Rodney Tow Ch 7 Trustee, Plaintiff, is represented by Timothy L.
Wentworth, Esq. -- tim.wentworth@cagehill.com -- Cage, Hill &
Niehaus, LLP, Sean Thomas Wilson, seanwilson@cagehill.com -- Cage,
Hill & Niehaus, LLP.
Exxon Mobil Corporation, Defendant, is represented by Kelli S.
Norfleet, Esq. --
kelli.norfleet@haynesboone.com -- Haynes and Boone LLP.
About ATP Oil
Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.
ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel. Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.
ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012. Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent. There is
$1.5 billion on second-lien notes with Bank of New York
MellonTrust Co. as agent. ATP's other debt includes $35 million
on convertible notes and $23.4 million owing to third parties
for their shares of production revenue. Trade suppliers have
claims for $147 million, ATP said in a court filing.
An official committee of unsecured creditors has been appointed in
the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.
A seven-member panel of equity security holders has also been
appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, issued an order on June 26,
2014, converting ATP Oil & Gas Corporation's Chapter 11 case to
one under Chapter 7 of the Bankruptcy Code.
BARATTA REVOCABLE TRUST: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of The Patrick A. Baratta Revocable Trust.
The Patrick A. Baratta Revocable Trust sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
16-13168) on March 4, 2016. The Debtor is represented by Brett A
Elam, Esq., at Farber + Elam, LLC.
BEVERLY GRUARIN: July 12 Hearing to Approve Disclosure Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will hold a hearing July 12, 2016, at 10 a.m. to consider approval
of the Amended Disclosure Statement explaining Beverly Gruarin's
Amended Plan dated May 31, 2016.
Disclosure Statement objections are due July 5.
As reported by the Troubled Company Reporter on June 13, 2016,
there is a total of $5,678.62 in general unsecured non-tax claims
and $361,941.78 in general unsecured tax claims. The Plan provides
that general unsecured claims will be paid an estimated total of
$3,678.44. This is an estimated 1% of unsecured claims. The
Debtor shall pay a lump sum payment of $3,678.44 on or before the
fifth-year anniversary of the effective date of this Plan.
The Debtor initiated this Chapter 11 case to reorganize her debts
after falling behind on her financial obligations as a result of
her inability to work for several months, and unexpected judgments
and statutory tax liens.
The Plan is to be implemented by the reorganized Debtor through
future income of the Debtor derived by her podiatry business.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pawb13-25009-0210.pdf
Beverly Gruarin is a sole practitioner podiatrist. She also owns
and manages two residential rental properties. She filed for
Chapter 11 bankruptcy (Bankr. W.D. Pa. Case No. 13-25009) on
November 26, 2013. The Hon. Jeffery A. Deller presides over the
case.
BFN OPERATIONS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
BFN Operations LLC 16-32435
dba Zelenka Farms
8700 Freeport Parkway, Suite 100
Irving, TX 75063
BFN Properties LLC 16-32437
BFN Holdings LLC 16-32438
BFN Property Management LLC 16-32439
BFN Investment Holdings LLC 16-32440
Type of Business: Wholesale growers and distributors of container-
grown shrubs, trees, perennials, roses, and
groundcovers.
Chapter 11 Petition Date: June 17, 2016
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Barbara J. Houser
Debtors' Counsel: Holland N. O'Neil, Esq.
Marcus A. Helt, Esq.
Michael S. Haynes, Esq.
Mark C. Moore, Esq.
Matthew J. Pyeatt, Esq.
GARDERE WYNNE SEWELL LLP
3000 Thanksgiving Tower
1601 Elm Street
Dallas, TX 75201-4761
Tel: (214) 999-3000
Fax: (214) 999-4667
E-mail: honeil@gardere.com
mhelt@gardere.com
mhaynes@gardere.com
Debtors'
CRO
Provider: CDG GROUP, LLC
Debtors'
Investment
Banker: IMPERIAL CAPITAL, LLC
Debtors'
Claims,
Noticing
and Balloting
Agent: UPSHOT SERVICES LLC
Estimated Assets: $100 million to $500 million
Estimated Debts: $100 million to $500 million
The petitions were signed by Eric W. Ek, CEO,CFO & CRO.
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
SHS Griffin Trade Debt $1,426,522
1619 Main Street
Tweksbury MA
01876-0036
Container Centralen Trade Debt $1,291,480
855 E Plant St Ste 1200
Winter Garden FL 34787-3166
L&M Transportation Services Trade Debt $1,159,082
2925 Hunterleigh Drive, Suite 104
Raleigh NC 27604
Fishback Nursery Trade Debt $1,022,757
40065 N.W. Wilkesboro Road
Banks OR 97106
BWI Companies Inc. Trade Debt $1,001,342
PO Box 990
Nash TX 75569
Harrells LLC Trade Debt $861,975
PO Box 935358
Atlanta GA 31193-5358
Northland Express Transport Trade Debt $640,432
11288 US 31
Grand Haven MI 49417
Nursery Supplies -All Nurserie Trade Debt $557,515
PO Box 664010
Dallas TX 75266-4010
Summit Plastics Co Trade Debt $465,501
P.O. Box 66408
Dallas TX 75266-4008
Park Hill Plants Trade Debt $439,285
PO Box 436
Tahlequah OK 74465
Midland Loan Service Rent $278,700
(Store Capital)
8501 E Princess DR, Suite 190
Scottsdale, AZ 85255
Agri General Insurance Insurance $267,871
PO Box 10496
DE Moines IA 50306
Surface Nursery Inc. Trade Debt $261,773
33740 S.E. Luster Road
Gresham OR 97080
2Plant International Trade Debt $257,867
PO Box 238
Powell, OH 43065
Choptank Transport Inc. Trade Debt $243,982
Spring Meadow Nursery Inc. Trade Debt $237,424
Left Coast Logistics LLC Trade Debt $236,099
Foliage Plants Inc. Trade Debt $190,236
Label Logic Inc. Trade Debt $181,858
CW Professional Services Trade Debt $159,337
BFN OPERATIONS: Wet Weather Prompts Zelenka Farms' Ch. 11 Filing
----------------------------------------------------------------
BFN Operations LLC and four of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating
assets and liabilities of $100 million to $500 million. The
Debtors expect to continue their operations while they and their
professionals work toward a strategic restructuring transaction.
Eric W. Ek, CEO and CRO of the Debtors, said the bankruptcy filing
was precipitated by a combination of a pre-scheduled reduction in
the borrowing base under a prepetition revolving credit facility on
June 3, 2016, and an unusually rainy April and May 2016. Due to
the "wetter-than-expected" weather conditions in the early months
of 2016, the Debtors were unable to pay down the Revolver prior to
June 3, 2016, to remain in compliance with the borrowing base
covenant.
According to court papers, the Debtors are parties to a senior
secured credit facility dated May 22, 2015, comprising of a
"Revolver" and a "First Lien Loan" pursuant to which PNC Bank,
National Association serves as lender and administrative agent
under the Revolver, with Crystal Financial LLC serving as lender
and term loan agent of the First Lien Loan.
Under the Pre-Petition Credit Agreement, the Debtors have
outstanding obligations as of the Petition Date in the approximate
amount of $110,692,454, plus prepetition interest, fees and
expenses. Under the Pre-Petition Credit Agreement, the Debtors
have outstanding letters of credit as of the Petition Date of
roughly $1,272,112 consisting of $1,260,000 of principal debt and
$12,112 of interest plus costs, expenses, and fees.
In addition, the Debtors owe $34.4 million in second lien debt,
$10.4 million in mezzanine debt, $9.5 million in trade debt and
$21.9 million in other accrued liabilities, as of the Petition
Date.
Operating under the name Zelenka Farms, the Debtors are wholesale
growers and distributors of container-grown shrubs, trees,
perennials, roses, and groundcovers. Zelenka was founded in 1993
under the name The Berry Family of Nurseries.
Zelenka employs approximately 1,600 people to operate its six
facilities totaling 3,577 acres across the key growing regions in
the United States. Zelenka owns farms in Oregon and the Vaughn
Lane farm in Tennessee, and leases farms in Oklahoma, Michigan,
North Carolina, and the Short Mountain farm in Tennessee. With
approximately $130 million in annual sales, Zelenka claims to
represent approximately six percent of the $2.2 billion wholesale
nursery products industry and is one of only five competitors
exceeding $100 million in sales.
Contemporaneously with the petitions, the Debtors filed first day
motions intended to stabilize their business operations, minimize
the adverse effects of the commencement of these Chapter 11 cases,
facilitate the efficient administration of these Chapter 11 cases,
and expedite a swift and smooth restructuring of their balance
sheet. The Debtors are seeking Court permission to, among other
things, use existing cash management system, pay employee
obligations, pay critical vendor claims, obtain post-petition
financing and utilize cash collateral. A copy of the declaration
in support of the First Day Motions is available at:
https://is.gd/ko2oDc
The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG
Group, LLC as chief restructuring officer provider, Imperial
Capital, LLC as investment banker, and Upshot Services LLC as
noticing, claims and balloting agent.
Judge Barbara J. Houser is assigned to the cases.
BILL HALL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Bill Hall, Jr., Trucking GP, LLC
9630 Cagnon Road
San Antonio, TX 78252
Case No.: 16-51386
Chapter 11 Petition Date: June 18, 2016
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Jesse Blanco Jr., Esq.
JESSE BLANCO ATTORNEY AT LAW
7406 Garden Grove
San Antonio, TX 78250
Tel: (713)320-3732
Fax: 210-509-6903
E-mail: jesseblanco@sbcglobal.net
lawyerjblanco@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Frances A. Hall, manager.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
BLANKENSHIP FARMS: Taps Butler Snow as Bankruptcy Counsel
---------------------------------------------------------
Blankenship Farms LP asks for permission from the U.S. Bankruptcy
Court for the Western District of Tennessee to employ R. Campbell
Hillyer and the law firm of Butler Snow LLP as bankruptcy counsel.
The Firm will render legal services relating to the reorganization
case, including, but not limited to, the preparation of the
Petition, Schedules, Statement of Affairs, reports required, the
preparation of the motions and applications required in the
administration of this reorganization proceeding, the formulation
and submission to creditors of a plan of reorganization and motions
to approve the sale of assets, and rendering legal advice with
respect to the various matters arising during the course
of the Chapter 11 case.
The Firm will be paid at these hourly rates:
James E. Bailey III, Esq., Partner $375
R. Campbell Hillyer, Esq., Partner $250
Adam M. Langley, Esq., Associate $195
R. Campbell Hillyer, Esq., a partner at the Firm, assures the Court
that the Firm is a disinterested person as contemplated by 11
U.S.C. Section 327(a) and neither Mr. Hillyer nor any other member
of the Firm has or represents any interest adverse to the Debtor or
the estate and has not represented any creditor with a direct claim
against the Debtor.
Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an
active Tennessee limited partnership whose primary business is
farming operations for row crop and cattle. It filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on
April 27, 2016, estimating its assets and liabilities at between $1
million and $10 million. The petition was signed by James Trent
Blankenship, president of TWB Management Inc., general partner of
Debtor. Judge Jimmy L. Croom presides over the case. Robert
Campbell Hillyer, Esq., at Butler Snow LLP serves as the Debtor's
bankruptcy counsel.
CHAPARRAL ENERGY: Russell R. Johnson Represents 2 Electric Cos.
---------------------------------------------------------------
Pursuant to the provisions of Rule 2019 of the Federal Rules of
Bankruptcy Procedure, Russell R. Johnson III of the Law Firm of
Russell R. Johnson III, PLC, filed a verified statement of the
Firm's multiple representations of these utility companies that
provided prepetition utility goods/services to Chaparral Energy,
Inc. et al., and continue to provide postpetition utility
goods/services to the Debtors:
A. Public Service Company of Oklahoma
dba American Electric Power
Attn: Gregory Holland, Esq.
40 Franklin Road
P.O. Box 2021
Roanoke, VA 24022-2121
B. Oklahoma Gas and Electric Company
Attn: John Harbour, Esq.
OGE Energy Corp.
321 N. Harvey Avenue
Oklahoma City, Oklahoma 73102~3405
The nature and the amount of claims (interests) of the Utilities,
and the times of acquisition thereof are:
(a) Public Service Company of Oklahoma d/b/a American
Electric Power and Oklahoma Gas and Electric Company have
unsecured claims against the above-referenced Debtors
arising from prepetition utility usage; and
(b) for more information regarding the claims and interests
of the Utilities in these jointly-administered cases,
refer to the objection of Oklahoma Gas and Electric
Company and Public Service Company of Oklahoma to the
motion of the Debtors for order Under 11 U.S.C. Sections
105(a) and 366 (I) Prohibiting Utility Companies From
Altering or Discontinuing Service on Account of
Prepetition Invoices, (II) Approving Deposit As Adequate
Assurance of Payment, and (III) Establishing Procedures
For Resolving Requests By Utility Companies For
Additional Assurance of Payment filed, jointly-
administered, bankruptcy cases.
The Firm was retained to represent the foregoing Utilities in May
2016. The circumstances and terms and conditions of employment of
the Firm by the Utilities is protected by the attorney-client
privilege and attorney work product doctrine.
The Firm can be reached at:
Russell R. Johnson III, Esq.
John M. Craig, Esq.
Law Firm of Russell R. Johnson III, PLC
2258 Wheatlands Drive
Manakin-Sabot, Virginia 23103
Tel: (804) 749-8861
Fax: (804) 749-8862
E-mail: russj4478@aol.com
About Chaparral Energy
Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.
At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total
stockholders'
deficit of $759,546,000.
Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code in the District of
Delaware
(Lead Case No. 16-11144) on May 9, 2016. The petition was signed
by Mark A. Fischer, chief executive officer.
The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves
as administrative advisor.
The Office of the U.S. Trustee on May 18 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Chaparral Energy, Inc. and
its affiliates.
CHOUDRIES INC: Hires Imblum Law Offices as Bankruptcy Counsel
-------------------------------------------------------------
Choudries, Inc., asks for authorization from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to employ Imblum Law
Offices, P.C., as bankruptcy counsel.
The Firm will provide these services:
a. counseling on actions to take during the Chapter 11
administration;
b. preparation of the Schedules and Statement of Affairs;
and
c. attending the first meeting of creditors, and any other
necessary hearings on motions filed by the Debtor or any
creditors.
The Firm received a retainer fee of $7,319. The Firm will be paid
at these hourly rates for its services:
Counsel $295
Associate Counsel $235
Paralegal $135
Gary J. Imblum, Esq., at the Firm, assures the Court that he has no
prior connection with the Debtor, doesn't represent any creditor of
the Debtor and any other party-in-interest or their attorneys or
accountants.
The Firm can be reached at:
Gary J. Imblum, Esq.
IMBLUM LAW OFFICES, P.C.
4615 Derry Street
Harrisburg, PA 17111
Tel: 717 238-5250
Fax: 717 558-8990
E-mail: gary.imblum@imblumlaw.com
Headquartered in Mechanicsburg, Pennsylvania, Choudries Inc. dba
Super Seven Food Mart filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Pa. Case No. 16-02475) on June 13, 2016, and is
represented by Gary J Imblum, Esq., at Imblum Law Offices, P.C.
The petition was signed by Abdul Akhter, president. The Debtor
estimated its assets and liabilities at between $1 million and $10
million each. Judge Mary D. France presides over the case.
CREATIVE FOODS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Creative Foods, LLC
dba Scapa Italian Kitchen
1 Walker Ave
Clarendon Hills, IL 60514
Case No.: 16-19927
Chapter 11 Petition Date: June 17, 2016
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jack B. Schmetterer
Debtor's Counsel: David P Lloyd, Esq.
DAVID P. LLOYD, LTD.
615B S. LaGrange Rd.
LaGrange, IL 60525
Tel: 708 937-1264
Fax: 708 937-1265
E-mail: courtdocs@davidlloydlaw.com
info@davidlloydlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anthony Swigon, general manager-member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb16-19927.pdf
DECARLOAN ENTERPRISES: Directed to File Amended Combined Plan
-------------------------------------------------------------
Judge Thomas J. Tucker of the United States Bankruptcy Court for
the Eastern District of Michigan, Southern Division, ordered
Decarloan Enterprises, Inc., et al., to file an amended combined
plan and disclosure statement that is consistent with this Order
and that Debtors also must file a redlined version of the amended
combined plan and disclosure statement, showing the changes Debtors
have made to the "Combined Plan of Reorganization and Disclosure
Statement of Decarloan Enterprises, Inc. and Gary A. DeCarlo,"
filed June 1, 2016, both to be filed no later than June 9, 2016.
The Debtors in these jointly administered cases filed a plan and
disclosure statement, in a document entitled "Combined Plan of
Reorganization and Disclosure Statement of Decarloan Enterprises,
Inc. and Gary A. DeCarlo".
A full-text copy of the Order dated June 3, 2016 is available at
https://is.gd/jYpJBu from Leagle.com.
The bankruptcy case is In re: DECARLOAN ENTERPRISES, INC., et al.,
Chapter 11, Debtors, Case No. 16-41262 (Bankr. E.D. Mic.).
Decarloan Enterprises, Inc., Debtor In Possession, is represented
by:
Charles D. Bullock, Esq.
Elliot G. Crowder, Esq.
Ernest Hassan, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
Email: cbullock@sbplclaw.com
ecrowder@sbplclaw.com
ehassan@sbplclaw.com
About Decarloan
Decarloan Enterprises owns and operates a full catering banquet
and
convention center in Southeast Michigan. It is a family owned and
operated business that was established in 1969. Gary A. DeCarlo
owns 100% of Decarloan Enterprises. Typical events at Decarloan
Enterprises include weddings, family reunions, baby showers, and
charitable events. Mr. DeCarlo is the sole owner, president, and
CEO of Decarloan Enterprises.
Decarloan Enterprises and Mr. DeCarlo filed separate Chapter 11
bankruptcy petitions (Bankr. E.D. Mich. Case Nos. 16-41262 and
16-41263) on Feb. 2, 2016, before the Honorable Thomas J. Tucker.
The cases are jointly administered. Decarloan estimated $100,000
to $500,000 in assets and $1 million to $10 million in
liabilities.
They are represented by:
Charles D. Bullock, Esq.
Elliot G. Crowder, Esq.
Ernest Hassan, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
Email: cbullock@sbplclaw.com
ecrowder@sbplclaw.com
ehassan@sbplclaw.com
DEPAUL INDUSTRIES: Hires Sussman Shank as Bankruptcy Counsel
------------------------------------------------------------
DePaul Industries and DePaul Services, Inc., ask for permission
from the U.S. Bankruptcy Court for the District of Oregon to employ
Sussman Shank LLP as general bankruptcy counsel.
The Firm will provide these services:
a. providing the Debtors with advice on its duties and
responsibilities as a debtor-in-possession;
b. preparing and filing schedules;
c. obtaining DIP financing and use of cash collateral;
d. defending motions for relief from stay;
e. analysis and objection to claims;
f. prosecution and defense of adversary proceedings;
g. formulation and approval of a plan and disclosure
statement;
h. negotiations with creditors and other parties in interest;
and
i. all other matters requiring legal representation of the
Debtors in their cases.
Prior to the filing of the petition, the Debtors provided the Firm
with a retainer of $50,000, a portion of which was applied to
attorneys' fees and expenses incurred prior to filing of the
petitions, including the Chapter 11 filing fees for both Debtors,
leaving $5,167.90 as a retainer to be applied to postpetition fees
and expenses.
The hourly rates of the Firm's professionals are:
Partners
--------
Barry P. Caplan, Esq. $450
Howard M. Levine, Esq. $485
Joffrey C. Mislev, Esq. $450
Michael G. Halligan, Esq. $375
Robert L. Carlton, Esq. $450
Thomas W. Stilley, Esq. $450/$390
Susan S. Ford, Esq. $450/$390
Darin D. Honn, Esq. $400/$425
Jeffrey S. Tarr, Esq. $400/$420
Jason W. Alexander, Esq. $330
Robert W. Nunn, Esq. $300/$375
John A. Schvvimmer, Esq. $475
William G. Fig, Esq. $320
Elizabeth A. Semler, Esq. $330
Heather A. Kmetz, Esq. $400/$430/$475
David D. VanSpeybroeck, Esq. $370
Aaron J. Besen, Esq. $405/$430
Patrick G. Rowe, Esq. $345
Dallas G. Thomsen, Esq. $340/$305
Victor J. Roehm, III, Esq. $360/$400
Clifford S. Davidson, Esq. $315
Special Counsel
---------------
Michael D. Levelle, Esq. $350/$375
Harry M. Hanna, Esq. $370/$400
Matthew S. Parkin, Esq. $400/$420
Laurie R. Hager, Esq. $310
Associates
----------
D. Christopher Burdett, Esq. $305/$340
Amy E. Geerhart, Esq. $270/$285
Kristen G. Hilton, Esq. $300
Matthew J. Mertens, Esq. $230
Paralegals
----------
Brandon J. Battaglini $145
Michelle L. Dolan $220
Ethan D. Jones $170
Kathy A. Moody $190
Majesta P. Racanelli $180
Julie C. Seguin $185
Teresa L. Whitcomb $185
Legal Assistants $105
The Debtor assures the Court that the Firm is not a creditor of the
Debtors and has no interest adverse to the Debtors or their estates
on any of the matters upon which it is to be engaged, is a
disinterested person as defined in 11 USC Section 101(14), and its
employment would be in the best interest of the estates.
The Firm can be reached at:
Thomas W. Stilley, Esq.
Susan S. Ford, Esq.
Jeffrey C. Misley, Esq.
SUSSMAN SHANK LLP
1000 SW Broadway, Suite 1400
Portland, OR 97205-3089
Tel: (503) 227-1111
Fax: (503) 248-0130
E-mail: tstilley@sussmanshank.com
sford@sussmanshank.com
jmisley@sussmanshank.com
DePaul Industries is a non-profit corporation based in Portland,
Ore., founded in 1971 with a mission of providing employment
opportunities for people with disabilities. DePaul Services, Inc.,
was formed in 2004 as a separate Oregon non-profit corporation to
segregate DPI's work for governmental entities from its
non-governmental work. DePaul lost a major $1 million spice
packaging customer in 2015.
DPI and DSI filed chapter 11 petitions (Bankr. D. Ore. Case No.
16-32293 and 16-32294) on June 10, 2016, and are represented by
Jeffrey C. Misley, Esq., and Thomas W. Stilley, Esq., at Sussman
Shank LLP in Portland. At the time of the filing, the Debtors
estimated their assets and liabilities at less than $10 million.
ELIZABETH ARDEN: S&P Puts 'CCC+' CCR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings said that it placed its ratings, including its
'CCC+' corporate credit rating, on Elizabeth Arden Inc. on
CreditWatch with positive implications, meaning that S&P could
either raise or affirm the ratings following the completion of its
review.
As of March 31, 2016, the company's lease-adjusted debt outstanding
was approximately $537 million.
The CreditWatch placement follows Revlon's announcement that it
signed a definitive agreement to acquire all of the outstanding
shares of Elizabeth Arden for $14 per share in cash. The
transaction is valued at about $870 million, and includes repayment
of Elizabeth Arden debt and preferred stock.
"We believe that Elizabeth Arden's credit profile will improve with
the acquisition by the higher-rated Revlon (B+/CreditWatch Neg/--)
as it will benefit from greater distribution and purchasing scale,
Revlon's manufacturing capabilities, and complementary portfolio of
brands," said S&P Global Ratings credit analyst Mariola Borysiak.
On a pro forma basis, the combined company will generate
approximately $3 billion in sales for the 12 months ending December
2016.
Elizabeth Arden's standalone operating performance has been poor
over the past two to three years because of lack of product
innovation, intense competition in the cosmetics industry, and
over-saturation in the celebrity brand fragrance market. The
company's efforts to improve its go-to market capabilities,
introduction of new products, and increased advertising are gaining
traction. Elizabeth Arden's performance has begun stabilizing
during the past two quarters and the company expects to realize
over $50 million in cost-savings during its fiscal year ending June
2016. Nevertheless, because of it's the weak earnings and cash
flows, S&P views Elizabeth Arden's capital structure as
unsustainable over time, on a standalone basis.
S&P plans to resolve the CreditWatch listing in the next three
months, as it get more details about the combined entity's plan to
realize synergies, its final capital structure, and the timing and
potential impediments to completing the transaction. The ratings
on Elizabeth Arden could potentially be equalized with Revlon's
ratings, as it is likely to become a core subsidiary of Revlon
given its meaningful contribution to the combined company's sales
and operations. As the transaction closes, which S&P expects at
the end of 2016, S&P may withdraw the ratings on Elizabeth Arden
after its debt is repaid.
ELIZARDO CRUZ: U.S. Trustee Directed to Appoint Ombudsman
---------------------------------------------------------
U.S. Bankruptcy Judge Brian K. Tester directs the U.S. Trustee to
appoint an ombudsman on or before July 5, 2016, unless the U.S.
Trustee and/or the Debtor inform the court in writing why the
appointment of an ombudsman is not necessary for the protection of
the patients.
Elizardo Matos Cruz sought chapter 11 protection (Bankr. D.P.R.
Case No. 16-02354) on March 29, 2016. The Debtor is represented by
lawyers at Luis D Flores Gonzalez, Esq.
FIRST BRONX: Plan Votes Due June 27
-----------------------------------
All ballots to accept or reject First Bronx LLC's Plan of
Liquidation are due June 27, 2016 at 5:00 p.m.
The ballots must be completed and delivered to the Debtor's
balloting agent:
Robinson Brog Leinwand Greene Genovese & Gluck P.C.
875 Third Avenue
New York, NY 10022
Attention: A. Mitchell Greene
As reported by the Troubled Company Reporter, Judge Robert Drain of
the U.S. Bankruptcy Court for the Southern District of New York on
June 6, 2016, approved the disclosure statement First Bronx, LLC's
Third Amended Plan of Reorganization, and scheduled the Plan
confirmation hearing for July 7, 2016, at 10:00 a.m., EST.
July 5 is fixed as the last date by which written objections to the
confirmation of the Plan must be filed with the Court.
According to the TCR, the Plan provides for the members of the
Debtor to make a significant capital contribution to fund the Plan,
and the payment to certain creditors and funding from the rental
income going forward. The Plan also provides for the restructuring
of the Debtor's secured obligations and the payment of 50% to the
allowed unsecured creditors class from the cash on hand, the
contribution from the members and from the operation of the
Debtor's business post-confirmation. The secured creditor's claim
will be reduced by the payment of the Contribution Amount1 from the
members. After the Effective Date, the rental income generated
from the Property, including from the Billboard, will fund all
future Plan payments. The new term of the Secured Creditor's note
will be five years.
A redlined version of the disclosure statement explaining the Third
Amended Plan of Reorganization is available at:
http://bankrupt.com/misc/nysb14-22047-96.pdf
The Debtor is represented by:
Robert M. Sasloff, Esq.
A. Mitchell Greene, Esq.
ROBINSON BROG LEINWAND
GREENE GENOVESE & GLUCK P.C.
875 Third Avenue, 9th Fl.
New York, NY 10022
Tel: 212-603-6300
First Bronx LLC (Bankr. S.D.N.Y., Case No. 14-22047) filed a
Chapter 11 Petition on January 13, 2014. The case is assigned to
Judge Robert D. Drain.
The Debtor's Counsel is Arnold Mitchell Greene, Esq., at Robinson
Brog Leinwand Greene Genovese & Gluck, P.C., in New York. The
petition was signed by David Goldwasser, GC Realty Advisors LLC,
managing member.
A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-22047.pdf
FLAVORS HOLDINGS: Moody's Puts B2 CFR on Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed Flavors Holdings Inc.'s ratings
including its B2 Corporate Family Rating on review for downgrade.
The review for downgrade reflects Moody's concerns about ongoing
declines in the company's revenue, earnings and free cash flow, and
its weakening liquidity profile due in part to its intention to
materially increase brand support in 2016. The ratings review will
focus on Flavors Holdings' business prospects and strategies, as
well as its liquidity profile. The review will also consider the
possibility for strategic or other support, if needed, from its
sponsor, MacAndrews & Forbes.
Ratings placed on review for downgrade:
-- Corporate Family Rating at B2
-- Probability of Default rating at B2-PD
-- $50 million first lien revolving credit facility due 2019 at
B2 (LGD 3)
-- $350 million first lien term loan due 2020 at B2 (LGD 3)
-- $50 million second lien term loan due 2021 at Caa1 (LGD 6)
RATINGS RATIONALE
Flavors Holdings' existing B2 Corporate Family Rating reflects the
company's small scale, niche product categories with varying
degrees of growth potential, high financial leverage, and our
expectation of an aggressive financial policy. These factors are
partially offset by strong profit margins and good geographic
diversification.
Flavors Holdings Inc. manufactures, markets and distributes
tabletop sweeteners through its subsidiary Merisant Company.
Merisant markets its tabletop sweeteners primarily under the
Canderel, Equal, Pure Via, and Whole Earth Sweetener brands to
retail and foodservice customers globally and represents
approximately 59% of Flavors Holdings' revenues. Flavors Holdings
also produces a variety of licorice products from licorice root,
intermediary licorice extracts produced by others and certain other
ingredients through its subsidiary Mafco Worldwide. Mafco
represents approximately 41% of Flavors Holdings' revenues. About
half of Mafco's sales are to the tobacco industry for use as flavor
enhancing and moistening agents. Mafco also sells licorice
products to food processors, confectioners, cosmetic companies and
pharmaceutical manufactures for use as flavoring, moisturizing, or
masking agents. Flavors Holdings is indirectly owned by MacAndrews
& Forbes Incorporated. MacAndrews & Forbes is wholly owned by
Ronald O. Perelman. Revenue was $314 million for the twelve months
ended March 31, 2016.
GENERAL MOTORS: M. Creamer May Proceed in Forma Pauperis
--------------------------------------------------------
Judge James P. O'Hara of the United States District Court for the
District of Kansas recommended that pro se plaintiff Marjorie A.
Creamer be granted leave to proceed in forma pauperis. However,
the judge also recommended that Creamer's four actions be dismissed
under the screening requirement of 28 U.S.C. section 1915(e)(2).
The cases are MARJORIE A. CREAMER, Plaintiff, v. GENERAL MOTORS, et
al., Defendants; MARJORIE A. CREAMER, Plaintiff, v. STORTZ AUCTION,
et al., Defendants; MARJORIE A. CREAMER, Plaintiff, v. TOPEKA
POLICE DEPARTMENT, et al., Defendants; MARJORIE A. CREAMER,
Plaintiff, v. BRIAN M. JACQUES, Defendant, Case Nos. 16-4045-SAC,
16-4046-DDC, 16-4047-SAC, 16-4052-DDC (D. Kan.).
A full-text copy of Judge O'Hara's May 18, 2016 order is available
at https://is.gd/ZLrBqL from Leagle.com.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government
provided financing. The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.
Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor. Garden City Group is the claims
and notice agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
* * *
The Troubled Company Reporter, on Aug. 29, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC
(GM Holdings) subsidiary at 'BB+'. In addition, Fitch has
affirmed GM Holdings' secured revolving credit facility rating at
'BBB-' and GM's senior unsecured notes rating at 'BB+'. The
Rating Outlook for GM and GM Holdings is Positive.
GINGER OIL: Unsecured Claims to be Paid in Full
-----------------------------------------------
Ginger Oil Company filed with the U.S. Bankruptcy Court for the
Southern District of Texas its Chapter 11 exit plan and
accompanying disclosure statement on June 3, 2016.
Ginger Oil Company filed with the U.S. Bankruptcy Court for the
Southern District of Texas its Chapter 11 exit plan and
accompanying disclosure statement on June 3, 2016. Under the Plan,
Class C-1 Allowed General Unsecured Claims will be paid in full
after all Class A-1 claims are paid in full. It is anticipated that
Class C-1 creditors shall be paid on the 15th day of the sixth
month following the effective date of the Plan.
The Disclosure Statement also provides that new funds will be
provided by Ginger Oil AB, a Swedish Corporation, the Debtor's
parent and DIP Lender.
Parent has extended DIP Financing in the amount of $500,000, of
which $290,000 would be paid to the Debtor upon Court Approval of
the Motion to Incur DIP Financing, with the remaining balance of
$210,000 to be in the form of a line of credit which can be drawn
down by the Debtor with the written approval of the DIP Lender's
designated Executive. The Debtor will use its savings account and
a portion of the initial draw to pay its Bank debt down from
$3,220,000 to $2,800,000. The DIP Loan will have an Interest Rate
of 5% per annum.
The DIP Loan shall be an interest only note which will convert to
an equity interest in the Reorganized Debtor on the Effective Date
of the Plan. Prior to conversion, the DIP Loan interest shall be
paid within 30 days of billing by the DIP Lender.
Upon the Effective Date of the Plan, the DIP Lender shall provide
the Reorganized Debtor an additional $500,000 to effectuate its
Plan and to provide additional funds for the Reorganized Debtor's
ongoing operations. These additional funds will be an equity
infusion into the Reorganized Debtor, not in the form of a loan.
Within three months after the Effective Date of the Plan the DIP
Lender shall provide a final $250,000 to the Reorganized Debtor as
an additional equity infusion.
Ginger Oil AB also agrees to provide additional financing of up to
$1,000,000 per year for two years after the effective date. These
funds will be raised through the sale of its stock on the Swedish
stock exchange. The monies will be provided on as needed basis and
that will depend upon the debtor's bank repayment schedule and upon
capital needs for the orderly development of its oil properties in
southern Arkansas and in Edwards County, Texas.
According to the Disclosure Statement, there is a 2016 funding of
$1.25 million plus $250,000 that remains with the parent, Ginger
Oil AB. These funds are to be infused by US Energy AB in a merger
of the two companies. The principals of US Energy AB have the
ability to raise monies, of up to $1 million per year, over the
following two years (2017 -2018) for the surviving company, Ginger
Oil AB. The total of monies that will be available to the Debtor
are the guaranteed $1.25 million plus a possible additional $2
million, or a total of $3.25 million.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb16-30678-0061.pdf
The Debtor is represented by:
Julie M. Koenig, Esq.
Cooper & Scully, PC
815 Walker, Suite 1040
Houston, TX 77002
713-236-6880 (Telecopier)
E-mail: Julie.Koenig@cooperscully.com
About Ginger Oil
Ginger Oil Company, engaged in the business of oil and gas
exploration and development in Arkansas, Louisiana and Texas, filed
a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No.
16-30678) on Feb. 4, 2016. The Debtor disclosed total assets of
$29.27 million and total debts of $6.47 million. The petition was
signed by William D. Neville as president/director.
Judge Marvin Isgur handles the case. Cooper & Scully, PC, serves
as counsel to the Debtor.
Proofs of claim are due by June 6, 2016. For governmental units,
the bar date is Aug. 2, 2016.
U.S. Trustee Judy A. Robbins said Jan 14, 2016, that she has been
unable to appoint an official creditors committee.
GO YE VILLAGE: Taps Integra to Provide New Appraisal of Campus
--------------------------------------------------------------
Go Ye Village, Inc., filed with the U.S. Bankruptcy Court for the
District of Oklahoma a second application from the employment of
Integra Realty Resources - Tulsa/OKC, LLC, as real estate
appraiser.
As reported by the Troubled Company Reporter on Feb. 18, 2016, the
Debtor received court approval to hire IRR as its real estate
appraiser for a real property located in Cherokee County, Oklahoma,
which secures a loan provided by Armstrong Bank.
The Debtor requires a current appraisal of its main facility and
campus located at 1201 W. 4th Street, Tahlequah, Oklahoma for,
among other things, formulation of a plan of reorganization. IRR
agrees to provide services for the fixed fee of $11,500, 75% of
which will be paid within 14 days of approval with the balance to
be paid upon completion. Additionally, and not a part of the fixed
fee, IRR agrees to serve as Debtor's expert witness in this case,
if required, at hourly rates of between $150 and $400.
The hourly billing rates applicable to changes in the scope of the
assignment, future litigation, or any other additional work to be
completed are:
National Practice Leader $400
Managing Director $300
Senior Analyst or Associate Director $200
Analyst/Researcher $150
Charles A. Bissell, manager of Integra Realty, assures the Court
that the firm has no connection with the Debtor, its creditors,
other parties in interest, their respective attorneys and
accountants, the U.S. Trustee or any person employed in the office
of the U.S. Trustee that would preclude its eligibility to serve as
appraiser herein.
IRR can be reached at:
INTEGRA REALTY RESOURCES-TULSA/OKC, LLC
Charles A. Bissell, MAI, ASA, CRE
Executive Director
700 E. Campbell Road, Suite 265
Richardson TX 75081
Tel: (972) 960-1222
Fax: (972) 960-2922
E-mail: cbissell@irr.com
About Go Ye Village
Go Ye Village, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was
signed by Maurice D. Turney as president. The Debtor disclosed
total assets of $24.48 million and total debts of $36.18 million.
Doerner, Saunders, Daniel & Anderson, LLP serves as the Debtor's
counsel. Judge Tom R. Cornish is assigned to the case.
The U.S. Trustee for Region 20 on March 23 filed an amended notice
of appointment of Go Ye Village Inc.'s official committee of
unsecured creditors. The U.S. Trustee also appointed a patient
care ombudsman in the Debtors' bankruptcy case.
GO YE VILLAGE: U.S. Trustee Appoints New Committee Members
----------------------------------------------------------
The U.S. Trustee for Region 20 on June 16 filed an amended notice
of appointment of Go Ye Village Inc.'s official committee of
unsecured creditors.
The Justice Department's bankruptcy watchdog announced that it
appointed these creditors to serve on the committee:
(1) Doris Barbee
(Chairman)
Rep: Joseph M. Cross
Power of Attorney
321 Heritage St.
Branson, MO 65616
(417) 294-4988
tic57@aol.com
(2) Russell & Mary Megee
(Vice Chairman)
Rep: Peggy Shackelford & Rick Shackelford
Powers of Attorney
7424 S. 228th E. Ave.
Broken Arrow, OK 74014
(918) 809-3082
peggy.shack@gmail.com
(3) Randle & Joyce Peterson
(Joyce Peterson, Recording Secretary)
6391 LA Hwy 1
Shreveport, LA 71107-8757
(318) 929-3000 (Randle Cell Phone)
(318) 929-9000 (Joyce Cell Phone)
(318) 929-2000 FAX
randle.peterson@agmd.org
joyce.peterson@agmd.org
(4) Andrew Turner
(Attorney for UCC)
Conner & Winters
4000 One Williams Center
Tulsa, OK 74172
(918) 586-8972
aturner@cwlaw.com
(5) Dennis W. & Ann Rives Smith
3421 Grant Rd.
Norman, OK 73071
Rep: Mac D. Finlayson
2727 E. 21st St., Ste. 200
Tulsa, OK 74114
(918) 392-9452
mfinlayson@ellerdetrich.com
(6) Bill Young
William Young, Executor for the
Estate of Bill Young
P. O. Box 73
Gore, OK 74435
(918) 519-7386
woythree@yahoo.com
(7) Thomas F. Henstock
1203 W. 4th St., Apt. 628
Tahlequah, OK 74464-5020
(918) 708-6045
tomhenstock@comcast.net
(8) Van Ferguson
1014 Mayberry Dr.
Tahlequah, OK 74464
(918) 708-2537 cell
(918) 207-0007 home
Ferguson1600@sbcglobal.net
(9) Robert & Donna Rice
1116 Mayberry Dr.
Tahlequah, OK 74464
(918) 431-0184
(10) Charlotte Kerth
1203 W. 4th St., Apt. 625
Tahlequah, OK 74464
(918) 458-5425
chykerth@gmail.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Go Ye Village
Go Ye Village, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was
signed by Maurice D. Turney as president. The Debtor disclosed
total assets of $24.48 million and total debts of $36.18 million.
Doerner, Saunders, Daniel & Anderson, LLP serves as the Debtor's
counsel. Judge Tom R. Cornish is assigned to the case.
The U.S. Trustee also appointed a patient care ombudsman in the
Debtors' bankruptcy case.
GONZALEZ GROUP: Taps Kerry Hettinger & Martin Rogalski as Counsel
-----------------------------------------------------------------
Gonzalez Group Jonesville, LLC, asks for permission from the U.S.
Bankruptcy Court for the Western District of Michigan to employ
Kerry Hettinger, Esq., at Kerry Hettringer, PLC, and Martin L.
Rogalski, Esq., at Martin L. Rogalski, P.C., as co-counsel.
The Firms will:
a. represent the Debtor in this Chapter ll case and to
advise the Debtor as to its rights, duties and powers as
a debtor-in-possession;
b. prepare and file all necessary statements, schedules, and
other documents and to negotiate and prepare one or more
plans of reorganization for the Debtor;
c. represent the Debtor at all hearings, meetings of
creditors, conferences, trials and other proceedings in
this case; and
d. perform other legal services as may be necessary in
connection with this case.
The two Firms prepared and filed the petition and related documents
initiating this Chapter ll case. The Debtor has entered into
separate written employment agreements with the two attorneys with
respect to the services to be performed by the attorneys. The
Debtor is informed and believes that the attorneys have no
connection with the Debtor, creditors, or any other party in
interest, or its respective attorneys or accountants. The Debtor
is informed and believes that the attorneys do not hold nor
represent an interest adverse to the estate with respect to the
matters on which they are employed, and that the employment of the
attorneys is in the best interest of the estate.
The Firms can be reached at:
Kerry Hettinger, PLC
4341 South Westnedge Avenue, Suite 1202
Kalamazoo, MI 49008
Tel: (269) 344-0700
E-mail: khett57@hotmail.com
-- and –-
Martin L Rogalski PC
1881 Georgetown Dr. Center
Jenison, MI 49428
Tel: (616) 457-4410
E-mail: ann@mrogalski.com
Auto parts manufacturer Gonzalez Group Jonesville, LLC --
http://www.gonzalezmfg.com/-- filed a chapter 11 petition (Bankr.
W.D. Mich. Case No. 16-03083) on June 6, 2016, and is represented
by Kerry Hettinger, Esq., in Kalamazoo, Mich. Brian R. Trumbauer,
Esq., at Bodman PLC, represents Comerica Bank.
Gonzalez Group on May 3, 2016, notified the Workforce Development
Agency, Michigan, that the Company would end operations and
permanently close its facility located at 935 Anderson Road,
Litchfield, MI 49252. The Company laid off all of the workers at
the Litchfield facility.
GREAT AMERICAN VENDING: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of The Great American Vending Machine Company,
Inc.
The Great American Vending Machine Company, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
16-71519) on April 7, 2016. The Debtor is represented by Anthony
F. Giuliano, Esq., at Pryor & Mandelup.
GROUP 6842: Court Allows Employment of Glass Ratner Brokerage
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted the application to employ Glass Ratner Brokerage Services,
Inc., in the bankruptcy case of Group 6842, LLC.
About Group 6842, LLC
Group 6842, LLC, fka The Martin Groupe, Inc., is a California
limited liability company owns and manages an eight story
commercial office building located at 6842 Van Nuys Blvd., Van
Nuys, California (the "Property"). The Property is currently
generating approximately $80,000 of rent a month at a current
occupancy rate of 60%. After infusing approximately $1 million of
equity for remodeling of the Property, however, the Debtor has
recently attracted a tenant to occupy the remainder of the
Property. The Debtor is in negotiations and has reached an
agreement, in principal, with this proposed tenant to occupy the
remaining 40% of the Property, which will increase the Debtor's
monthly revenue by approximately $80,000.
Group 6842, LLC, fka The Martin Groupe, Inc. filed a Chapter 11
bankruptcy petitions (Bankr. C.D. Cal. Case No.: 15-29494) on
December 30, 2015. The petition was signed by Derek Folk, manager.
The Debtor disclosed an estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million. Judge
Ernest M. Robles has been assigned the case.
The Debtor has engaged Garrick A Hollander, Esq., of the Winthrop
Couchot Professional Corporation as general insolvency counsel.
GROUP 6842: Objects to D&A's Bid for Relief From Automatic Stay
---------------------------------------------------------------
Group 6842, LLC, asks the U.S. Bankruptcy Court for the Central
District of California to deny the motion of D&A Semi-Annual
Mortgage Fund III, LP, for relief from the automatic stay under
Section 362 of the Bankruptcy Code.
The Debtor states that it has timely filed a plan of
reorganization, which will pay creditors in full. The Debtor
asserts that it should be given the opportunity to confirm the Plan
to pay creditors in full as proposed, particularly since the
granting of the Motion will unequivocally prejudice creditors,
resulting in less favorable treatment than proposed under the
Plan.
The Court will commence a hearing on June 21, 2016, at 11:00 a.m.,
to consider the Motion.
About Group 6842, LLC
Group 6842, LLC, fka The Martin Groupe, Inc., is a California
limited liability company owns and manages an eight story
commercial office building located at 6842 Van Nuys Blvd., Van
Nuys, California (the "Property"). The Property is currently
generating approximately $80,000 of rent a month at a current
occupancy rate of 60%. After infusing approximately $1 million of
equity for remodeling of the Property, however, the Debtor has
recently attracted a tenant to occupy the remainder of the
Property. The Debtor is in negotiations and has reached an
agreement, in principal, with this proposed tenant to occupy the
remaining 40% of the Property, which will increase the Debtor's
monthly revenue by approximately $80,000.
Group 6842, LLC, fka The Martin Groupe, Inc. filed a Chapter 11
bankruptcy petitions (Bankr. C.D. Cal. Case No.: 15-29494) on
December 30, 2015. The petition was signed by Derek Folk, manager.
The Debtor disclosed an estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million. Judge
Ernest M. Robles has been assigned the case.
The Debtor has engaged Garrick A Hollander, Esq., of the Winthrop
Couchot Professional Corporation as general insolvency counsel.
GROUP 6842: Opposes Los Angeles' Dismissal Bid
----------------------------------------------
GROUP 6842, LLC, files with the U.S. Bankruptcy Court for the
Central District of California its opposition to the motion of the
City of Los Angeles to dismiss or convert the Chapter 11 case to
Chapter 7 or, in the alternative, to compel payment pursuant to
interim cash collateral orders.
Representing the Debtor, Garrick A. Hollander, Esq., at Winthrop
Couchot Professional Corporation, in Newport Beach, California --
ghollander@winthropcouchot.com -- tells the Court that there
appears to be some confusion on both sides in this case. He
contends that the Debtor is current on all postpetition obligations
to the City.
Mr. Hollander also asserts that the Debtor's increase in budgeted
maintenance expense ensures proper management of its property and
adequate protection. Hence, he asks the Court to deny the City's
Motion.
City of Los Angeles Responds
The City of Los Angeles, Economic and Workforce Development
Department, files its response to the Debtor's Opposition. The
City of Los Angeles is a senior secured creditor of the Debtor.
Wendy A. Loo, Esq., Deputy City Attorney of the Los Angeles Office
of the City Attorney, in Los Angeles, California --
wendy.loo@lacity.org -- contends that the Opposition fails to
address the City's arguments in the Motion. She contends that the
City's basis for its primary requested relief of dismissal or
conversion is bad faith, well-established inability to reorganize
and Debtor's failure to show the lack of the Property's decline in
value. In the Opposition, she argues, the Debtor fails to respond
to these arguments and instead attempts to chalk up the missing
quarterly payment to "some confusion".
The unconfirmable plan and inadequate disclosure statement were
filed in bad faith and further establish why the Case should be
dismissed or converted, Ms. Loo also contends. She asserts that
the Plan does not include an actual plan; the Plan merely documents
the Debtor's wishful thinking.
Ms. Loo further argues that the Plan is not feasible. She adds
that the Plan not only fails the best interests of creditors test,
it proves that the Case should be dismissed. She insists that the
Plan and Disclosure Statement are riddled with legal and factual
assertions and further establish the Debtor's bad faith and total
inability to reorganize.
The Court will commence a hearing on June 21, 2016, at 11:00 a.m.,
to consider the Motion.
About Group 6842, LLC
Group 6842, LLC, fka The Martin Groupe, Inc., is a California
limited liability company owns and manages an eight story
commercial office building located at 6842 Van Nuys Blvd., Van
Nuys, California (the "Property"). The Property is currently
generating approximately $80,000 of rent a month at a current
occupancy rate of 60%. After infusing approximately $1 million of
equity for remodeling of the Property, however, the Debtor has
recently attracted a tenant to occupy the remainder of the
Property. The Debtor is in negotiations and has reached an
agreement, in principal, with this proposed tenant to occupy the
remaining 40% of the Property, which will increase the Debtor's
monthly revenue by approximately $80,000.
Group 6842, LLC, fka The Martin Groupe, Inc. filed a Chapter 11
bankruptcy petitions (Bankr. C.D. Cal. Case No.: 15-29494) on
December 30, 2015. The petition was signed by Derek Folk, manager.
The Debtor disclosed an estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million. Judge
Ernest M. Robles has been assigned the case.
The Debtor has engaged Garrick A Hollander, Esq., of the Winthrop
Couchot Professional Corporation as general insolvency counsel.
GROUP 6842: Wants Additional Time to Use Cash Collateral
--------------------------------------------------------
Group 6842, LLC, files with the U.S. Bankruptcy Court for the
Central District of California its supplement to the motion for use
of cash collateral. The Debtor tells the Court that it should be
authorized to continue use of cash collateral pursuant to the cash
collateral budget.
Based on the Court's most recent order, the Debtor is currently
authorized to use cash collateral through June 21, 2016.
The Debtor states that it has timely filed a plan of
reorganization, which will pay creditors in full. To enable the
Debtor to confirm the Plan, the Debtor says it needs and, thus, now
seeks Court approval for its continued use of cash collateral
pursuant to the same terms and conditions as set forth in the Cash
Collateral Motion, pursuant to the cash collateral budget attached
to the Declaration of Derek Folk appended to the Supplement.
A copy of the Budget can be accessed for free at
https://is.gd/3blz1S
The Court will commence a hearing on June 21, 2016, at 11:00 a.m.,
to consider the Motion.
About Group 6842, LLC
Group 6842, LLC, fka The Martin Groupe, Inc., is a California
limited liability company owns and manages an eight story
commercial office building located at 6842 Van Nuys Blvd., Van
Nuys, California (the "Property"). The Property is currently
generating approximately $80,000 of rent a month at a current
occupancy rate of 60%. After infusing approximately $1 million of
equity for remodeling of the Property, however, the Debtor has
recently attracted a tenant to occupy the remainder of the
Property. The Debtor is in negotiations and has reached an
agreement, in principal, with this proposed tenant to occupy the
remaining 40% of the Property, which will increase the Debtor's
monthly revenue by approximately $80,000.
Group 6842, LLC, fka The Martin Groupe, Inc. filed a Chapter 11
bankruptcy petitions (Bankr. C.D. Cal. Case No.: 15-29494) on
December 30, 2015. The petition was signed by Derek Folk, manager.
The Debtor disclosed an estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million. Judge
Ernest M. Robles has been assigned the case.
The Debtor has engaged Garrick A Hollander, Esq., of the Winthrop
Couchot Professional Corporation as general insolvency counsel.
HEARTLAND DAIRY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Heartland Dairy Holdings LLC
3101 Tama Road
Rockford, OH 45882
Case No.: 16-11273
Chapter 11 Petition Date: June 17, 2016
Court: United States Bankruptcy Court
Northern District of Indiana (Fort Wayne Division)
Judge: Hon. Robert E. Grant
Debtor's Counsel: Daniel J. Skekloff, Esq.
HALLER & COLVIN, PC
444 E. Main Street
Fort Wayne, IN 46802
Tel: (260) 426-0444
Fax: (260) 422-0274
E-mail: dskekloff@hallercolvin.com
- and -
Scot T. Skekloff, Esq.
HALLER & COLVIN, PC
444 E. Main Street
Fort Wayne, IN 46802
Tel: (260) 426-0444
Fax: (260) 422-0274
E-mail: sskekloff@hallercolvin.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John W. Glessner, member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/innb16-11273.pdf
HERITAGE REALTY: Court Awards $7.4K Sanctions Against Counsel
-------------------------------------------------------------
In the adversary case captioned Heritage Realty Associates Corp.,
Anthony Donadio, and Kathleen Donadio Plaintiffs, v. First
Citizen's Bank, Chartwell Law Group, US Small Business
Administration, Clay Cain, Michael Meyer, Robert Murtagh, John J.
Winter, Ashley Hou, John Doe, ABC Corp., and Ron Hanskie
Defendants. F Adv. Pro. No. 15-01183-cec (Bankr. E.D. N.Y.), Judge
Carla E. Craig of the United States Bankruptcy Court for the
Eastern District of New York awarded sanctions against Heritage's
attorney, the Law Offices of Weber and Perskie, in the amount of
$4,744.00 in attorneys' fees and $2,722.50 in expenses, which
constitutes approximately 79% of the retainer received by Debtor's
counsel in this case.
This adversary proceeding was brought by Heritage Realty Associates
Corp. ("Heritage") and its principals Anthony and Kathleen Donadio
(together the "Donadios") against First Citizen's Bank ("FCB"),
Chartwell Law Group, US Small Business Administration, Clay Cain,
Michael Meyer, Robert Murtagh, John J. Winter, Ashley Hou, John
Doe, ABC Corp., and Ron Hanskie, to avoid a transfer of real
property, which was allegedly fraudulently transferred for the
benefit of FCB. Heritage and its principals filed the complaint in
this adversary proceeding on November 2, 2015 (the "Complaint").
FCB moved for sanctions pursuant to Fed. R. Bankr. P. 9011,
requesting $25,012.49 in fees incurred defending against the claims
made in the Complaint and another $2,722.50 in expenses accrued in
connection with the defense. (FCB's Motion for Sanctions, p. 11,
ECF 8 (the "Sanctions Motion").)1 FCB served its initial Sanctions
Motion on November 4, 2015. Heritage did not dismiss the Complaint
until January 12, 2016. Heritage objects to the Sanctions Motion
because, although the Complaint was not dismissed until after the
expiration of the safe harbor period provided under Fed. R. Bankr
P. 9011, the Complaint was never served.
A full-text copy of the Decision dated June 2, 2016 is available at
https://is.gd/5remZ9 from Leagle.com.
The bankruptcy case is In re: Heritage Realty Associates Corp.,
Debtor(s)Case No. 15-41859-cec (Bankr. E.D.N.Y.).
Heritage Realty Associates Corp., Plaintiff, represented by Nicole
L. Perskie, Esq. -- The Law Offices of Weber and Perskie.
First Citizen's Bank, Defendant, represented by John J. Winter,
Esq. -- jwinter@chartwelllaw.com -- The Chartwell Law Offices, LLP.
HONEY BEE: Court Denies Bid for Assumption of Boating Lease
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii denied Honey
Bee USA, Inc.'s motion to approve assumption of a boating lease, or
in the alternative, to extended time to assume lease.
For the reasons stated on the record, pursuant to Rule 7052 of the
Federal Rules of Bankruptcy Procedure, the Hon. Robert J. Faris
denied the Motion.
The Debtor is represented by:
Chuck C. Choi, Esq.
Alliston A. Ito, Esq.
WAGNER CHOI & VERBRUGGE
745 Fort Street, Suite 1900
Honolulu, HI 96813
Telephone: (808) 533-1877
Facsimile: (808) 566-6900
E-mail: cchoi@hibklaw.com
aito@hibklaw.com
Creditor/Lessor State of Hawai'i is represented by:
David D. Day, Esq.
Cynthia Johiro, Esq.
DEPARTMENT OF THE ATTORNEY GENERAL, STATE OF HAWAI'I
425 Queen Street
Honolulu, HI 96813
Telephone: (808)587-2900
E-mail: david.d.day@hawaii.gov
cynthia.m.johiro@hawaii.gov
Creditor Melvin and Jean Nakagawa Family Limited Partnership is
represented by:
Steven Guttman, Esq.
Dawn Egusa, Esq.
KESSNER UMEBAYASHI BAIN & MATSUNAGA
220 South King Street, Suite 1900
Honolulu, HI 96813
Telephone: (808) 536-1900
Facsimile: (808) 529-7177
E-mail: kdubm_bk@kdubm.com
degusa@kdubm.com
Creditor Choate Construction Services, LLC, is represented by:
Karin L. Holma, Esq.
Christian D. Chambers, Esq.
Kristin A. Shinkawa, Esq.
BAYS LUNG ROSE & HOLMA
Topa Financial Center
700 Bishop Street, Suite 900
Honolulu, HI 96813
Telephone: (808)523-9000
Facsimile: (808)533-4184
E-mail: kholma@legalhawaii.com
cchambers@legalhawaii.com
kshinkawa@legalhawaii.com
About Honey Bee
Headquartered in Honolulu, Hawaii, Honey Bee USA, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No.
15-01380) on Nov. 13, 2015, estimating its assets at between $10
million and $50 million and debts at between $1 million and $10
million. The petition was signed by Keith M. Kiuchi, president.
Judge Robert J. Faris presides over the case.
Chuck C. Choi, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge serve as the Company's bankruptcy counsel.
HONEY BEE: Court Refuses to Allow Final Postpetition Financing
--------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii denied Honey Bee USA, Inc.'s motion seeking
authorization to obtain final postpetition financing on a secured
and superpriority basis.
For the reasons stated on the record, pursuant to Rule 7052 of the
Federal Rules of Bankruptcy Procedure, Judge Faris denied the
Motion.
The Debtor previously submitted a declaration by Keith M. Kiuchi in
support of the Motion. Mr. Kiuch is a director, president and
treasurer of the Debtor.
Creditor Choate Construction Services, LLC, and secured creditor
Melvin and Jean Nakagawa Family Limited Partnership also supported
the Motion.
The state of Hawaii has opposed the Motion arguing that the Motion,
as it affects the State, is merely a supplement to the motion to
approve assumption of boating lease, or in the alternative, to
extend time to assume lease.
About Honey Bee
Headquartered in Honolulu, Hawaii, Honey Bee USA, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No.
15-01380) on Nov. 13, 2015, estimating its assets at between $10
million and $50 million and debts at between $1 million and $10
million. The petition was signed by Keith M. Kiuchi, president.
Judge Robert J. Faris presides over the case.
Chuck C. Choi, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge serve as the Company's bankruptcy counsel.
INMAN STREET: Taps Richard Banks as Bankruptcy Counsel
------------------------------------------------------
Inman Street Properties, LLC, seeks permission from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
Richard Banks & Associates, P.C., as bankruptcy counsel.
The Firm will be paid $300 per hour for Richard L. Banks, Esq.'s
services.
Mr. Banks assures the Court that he is a disinterested person and
does not hold nor represent an interest adverse to the estate with
respect to the matter on which he is proposed to be employed.
The Firm can be reached at:
Richard Banks & Associates, P.C.
Richard L. Banks, Esq.
R. Bradley Banks, Esq.
393 Broad Street NW
P.O. Box 1515
Cleveland, TN 37364
Tel: (423) 479-4188
Fax: (423) 478-1175
E-mail: bbanks@rbankslawfirm.com
Inman Street Properties, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tenn. Case No. 16-12254) on June 1, 2016.
Richard L. Banks, Esq., at Richard Banks & Associates, P.C., serves
as the Debtor's bankruptcy counsel.
IVAN A RODRIGUEZ PAGAN: Combined Plan Hearing on July 12
--------------------------------------------------------
U.S. Bankruptcy Judge Enrique S. Lamoutte Inclan of the U.S.
Bankruptcy Court for the District of Puerto Rico entered an order
conditionally approving the disclosure statement accompanying the
Chapter 11 plan of Ivan A. Rodriguez Pagan.
Pagan filed the Plan documents with the Court on May 26.
The Court set July 12 at 10:00 a.m. as the hearing on final
approval of the disclosure statement (if a written objection has
been timely filed) and for the hearing on confirmation of the
plan.
Written acceptances or rejections to the plan as well as written
objections to the disclosure statement must be filed on or before
three days prior to the hearing.
Ivan A Rodriguez Pagan filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 15-09507) on November 30, 2015.
JC JEWELLERS: Wants Plan Filing Period Extended to Sept. 6
----------------------------------------------------------
J.C. Jeweller's asks the U.S. Bankruptcy Court for the District of
Puerto Rico to extend the exclusivity periods within which to file
and solicit acceptances of a plan of reorganization to Sept. 6,
2016, and Oct. 21, 2016, respectively.
The Debtor seeks these extensions to avoid the necessity of having
to formulate a plan of reorganization prematurely and to ensure
that the plan of reorganization best addresses the interests of the
Debtor, creditors of the case and the constituents in the
bankruptcy estate.
The Debtor is in the process of reviewing all the proofs of claim
filed to proceed with its objection process and resolve once and
for all the amounts owed in order to be able to file a feasible
plan. The Debtor is also awaiting the PR Treasury Department's
proof of claim and has been in communication with such creditor for
the purpose of requesting an audit of the amounts owed and other
crucial administrative matters. The Debtor represents that its
reorganization is in process, that the size and complexity of this
case warrants the extension, and that the extension request is made
in good faith.
The Debtor's counsel can be reached at:
Ignacio Labarca, Esq.
VILARINO & ASSOCIATES LLC
P.O. BOX 9022515
San Juan, PR 00902-2515
Tel: (787) 565-9894
E-mail: jvilarino@vilarinolaw.com
J.C. Jeweller's filed for Chapter 11 bankruptcy protection (Bankr.
D. Case No. 16-01756) on March 4, 2016.
JC JEWELLERS: Wants Plan Filing Period Extended to Sept. 6
----------------------------------------------------------
J.C. Jeweller's asks the U.S. Bankruptcy Court for the District of
Puerto Rico to extend the exclusivity periods within which to file
and solicit acceptances of a plan of reorganization to Sept. 6,
2016, and Oct. 21, 2016, respectively.
The Debtor seeks these extensions to avoid the necessity of having
to formulate a plan of reorganization prematurely and to ensure
that the plan of reorganization best addresses the interests of the
Debtor, creditors of the case and the constituents in the
bankruptcy estate.
The Debtor is in the process of reviewing all the proofs of claim
filed to proceed with its objection process and resolve once and
for all the amounts owed in order to be able to file a feasible
plan. The Debtor is also awaiting the PR Treasury Department's
proof of claim and has been in communication with such creditor for
the purpose of requesting an audit of the amounts owed and other
crucial administrative matters. The Debtor represents that its
reorganization is in process, that the size and complexity of this
case warrants the extension, and that the extension request is made
in good faith.
The Debtor's counsel can be reached at:
Ignacio Labarca, Esq.
VILARINO & ASSOCIATES LLC
P.O. BOX 9022515
San Juan, PR 00902-2515
Tel: (787) 565-9894
E-mail: jvilarino@vilarinolaw.com
J.C. Jeweller's, Inc., aka Oro Centro, based in Bayamon, Puerto
Rico, filed a Chapter 11 bankruptcy petition (Bankr. D. P.R. Case
No. 16-01756) on March 4, 2016. The Hon. Brian K. Tester presides
over the case. Javier Vilarino, Esq., at VILARINO & ASSOCIATES,
LLC, serves as counsel to the Debtor. In its petition, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The petition was signed by Josue Carrion Carrero, president.
JCHS CORPORATION: Unsecureds to Recoup 10% Under Exit Plan
----------------------------------------------------------
JCHS Corporation filed with the Bankruptcy Court for the Western
District of Tennessee its Chapter 11 plan and disclosure statement
on June 3, 2016.
The Debtor says Unsecured claims will be paid 10% of their
respective Allowed Claims in cash within 25 years of the Effective
Date or in full as Debtor has funds.
According to the Disclosure Statement, $7,279 in unsecured claims
have been filed; $94,791 in unsecured claims have been scheduled;
and $12,555 in unsecured claims may be allowed.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/tnwb14-31752-0078.pdf
The Debtor is represented by:
LAW OFFICE OF TONI CAMPBELL PARKER
Toni Campbell Parker, Esq.
615 Oakleaf Office LN
Memphis, TN 38117
Tel: 901-683-0099
Fax: 866-489-7938
E-mail: tparker002@att.net
JCHS Corporation operates in Shelby County, Tennessee, as Greenline
Landscape. It performs landscape, lawn services, holiday
decorating and storage. JCHS filed a Chapter 11 petition (Bankr.
W.D. Tenn. Case No. 14-31752) on November 18, 2014.
KALOBIOS PHARMACEUTICALS: Court Confirms 2nd Amended Plan
---------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court
confirmed KaloBios Pharmaceuticals' Second Amended Plan of
Reorganization. As previously reported, "Each Holder of an Allowed
General Unsecured Claim will receive on the later of the Effective
Date or the first reasonably practicable Distribution Date after
such Claim becomes an Allowed General Unsecured Claim, in full and
final satisfaction and discharge of such Allowed General Unsecured
Claim, value equal to 100% of the Allowed amount of such Claim in
the form of: (i) Cash equal to 50% of the Allowed amount of such
Allowed General Unsecured Claim plus (ii) a Company Note in an
original principal amount equal to the 50% of the Allowed amount of
such Allowed General Unsecured Claim, bearing interest at the rate
of 10% per annum, paid in kin. A central feature of the Plan is the
conversion of the approximately $3 million DIP Facility and $11
million Exit Facility into shares of common stock of KaloBios --
referred to in the Plan as the Primary Plan Sponsor New Common
Stock. The Primary Plan Sponsor New Common Stock is subject to
anti-dilution protections and, with limited exceptions, will remain
fixed at approximately 64% of the Total Common Stock3 of the
Reorganized KaloBios as of the Effective Date. Accordingly, the
percentage of Total Common Stock that will be available for Holders
of Existing Common Stock, Class 9 Common Stock, and all Classes of
Claims who receive Remaining New Common Stock under the Plan will
be approximately 36% of the Total Common Stock of the Reorganized
KaloBios as of the Effective Date."
About KaloBios Pharmaceuticals
Based in South San Francisco, Calif., KaloBios Pharmaceuticals,
Inc., is a company biopharmaceutical company focused on the
development of monoclonal antibody therapeutics.
KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a
voluntary petition for bankruptcy protection under Chapter 11 of
Title 11 of the United States Bankruptcy Code. The filing was
made in the U.S. Bankruptcy Court for the District of Delaware
(Case No. 15-12628).
The Company is represented by Eric D. Schwartz of Morris, Nichols,
Arsht & Tunnell.
No trustee, examiner or committee has been appointed in this
Chapter 11 case.
KLD ENERGY: DIP Lender to Receive Newco Equity Under Plan
---------------------------------------------------------
KLD Energy Technologies, Inc., filed with the U.S. Bankruptcy Court
for the Western District of Texas, in Austin, its Disclosure
Statement and Chapter 11 Plan of Reorganization, As Modified, Dated
June 3, 2016.
The Plan contemplates reorganizing the Debtor through the
conversion of the DIP lending facility with Adams DIP Finance
Group, LLC, into equity of the Reorganized Debtor, as well as a
distribution by the DIP Lender of 80% of the equity in the
Reorganized Debtor in consideration for the settlement of all
claims against the DIP Lender by the Debtor, the Creditors and the
Equity holders. All claims and causes of action not specifically
resolved by the Plan's provisions, including those claims and
causes of action excluded from the DIP Loan Collateral, will be
transferred into a Litigation Trust for administration by a
litigation trustee for the benefit of the Debtor’s unsecured
creditors and shareholders, with a distribution of any proceeds of
such litigation upon the full administration of such assets by the
Litigation Trust. All cash payments proposed in the Plan assume
that only non-avoidable, allowed claims are within each Class to be
paid under the Plan terms.
Alternatively, if the above restructuring is not approved by the
Bankruptcy Court, the Debtor will sell the company's assets through
a structured auction process approved by the Bankruptcy Court.
Under the Plan, Unsecured Trade Creditors will be paid 100% of
allowed claim in 60 equal monthly installments beginning at the 1st
month anniversary following the emergence of the Debtor out of
Chapter 11 bankruptcy. The allowed claim will accrue interest at
5% per annum from the date the Debtor emerges out of bankruptcy and
will be paid on the 60th month anniversary.
Unsecured debt holders that have promissory notes guaranteed by
Stone Development or the Cenntro Group, Ltd., and unsecured
creditors that have guaranteed a portion of the Debtor’s line of
credit with Frost Bank and the PeopleFund will be paid 50% of their
allowed claim in one installment at the 37th month anniversary
following the emergence of the Debtor out of Chapter 11 bankruptcy.
The allowed claim will accrue interest at 5% per annum from the
date the Debtor emerges out of bankruptcy and accrued interest will
be paid on the37th month anniversary.
General Unsecured Creditors not within a previously described class
will be paid 50% of their allowed claim in one installment at the
49th month anniversary following the emergence of the Debtor out of
Chapter 11 bankruptcy. The allowed claim will accrue interest at
5% per annum from the date the Debtor emerges out of bankruptcy and
will be paid on the 49th month anniversary. General Unsecured
Creditors will also receive the proceeds of any litigation or asset
administered by the Litigation Trust until paid in full.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txwb16-10345-0115.pdf
About KLD Energy
KLD Energy Technologies, Inc., which engages in the engineering,
development, and manufacturing of electric drive systems, sought
Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-10345) in
Austin, Texas, on March 25, 2016. The case judge is Hon.
Christopher H. Mott. The Debtor tapped Lynn H. Butler, Esq., at
Husch Blackwell LLP as counsel. The Debtor estimated assets and
debt of $10 million to $50 million.
KOMODIDAD DISTRIBUTORS: Taps Carrasquillo as Financial Consultant
-----------------------------------------------------------------
Komodidad Distributors, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Puerto Rico to employ CPA Luis R. Carrasquillo
& Co., P.S.C., as financial consultant, to assist its management in
the financial restructuring of its affairs by providing advice in
strategic planning and the preparation of Debtor's plan of
reorganization, disclosure statement and business plan, and
participating in the Debtor's negotiations with the Debtor's
creditors.
The Firm's duties will consist of strategic counseling and advice,
pro forma modeling preparation, financial/business assistance,
preparation of documentation as requested for and during the
Debtor's Chapter 11, specifically as it is related to and has an
effect on the Debtor, as well as recommendations and
financial/business assessments regarding issues specifically
related to the Debtor.
The Debtor has retained the Firm on the basis of a $20,000 advance
retainer. The Firm's professionals will be paid at these hourly
rates:
CPA Luis R. Carrasquillo, All Areas Partner $175
CPA Marcelo Gutierrez, Financial Accounting
Senior CPA $125
Other CPA's All Areas $90-$125
Lionel Rodriguez Perez, Senior Accountant $90
Carmen Callejas Echevarria, Senior Accountant $85
Alfredo J. Segarra, Senior Accountant $80
Janet Marrero, Administrative and Support $45
Iris L. Franqui, Administrative and Support $45
Luis R. Carrasquillo Ruiz, a principal at the Firm, assures the
Court that the Firm and the members of the Firm are disinterested
persons as defined in 11 U.S.C. Section 101(14).
The Firm can be reached at:
CPA Luis R. Carrasquillo & Co., P.S.C.
Luis R. Carrasquillo Ruiz
28th Street, No. TI-26, Turabo Gardens Avenue
Caguas, Puerto Rico 00725
Tel: (787)746-4555
(787)746-4556
Fax: (787)746-4564
E-mail: luis@cpacarrasquillo.com
About Komodidad Distributors
Komodidad Distributors, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 16-04161) on May 25, 2016. The
petition was signed by Jorge Galliano, president. The Hon. Enrique
S. Lamoutte Inclan presides over the case. The Debtor estimated
assets of $50 million to $100 million and estimated debts of $10
million to $50 million.
Komodidad Distributors' Chapter 11 case is jointly administered
with those of G.A. Design & Sourcing, Inc., GMAXPORT, Inc., G.A.
Investors, S.E., and G.A. Property Development, Corp., under
(Bankr. D. P.R. Case No. 16-04164).
LEGAL CREDIT SOLUTIONS: Hires Ortiz-Bey as DACO Counsel
-------------------------------------------------------
Legal Credit Solutions, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Pedro M.
Ortiz-Bey, Esq., as counsel to the Debtor.
Legal Credit Solutions requires Ortiz-Bey to:
(a) perform any and all general corporate services that may be
required from time to time in the ordinary course of
debtor's business during the administration of the Estate;
(b) process the Department of Consumer Affairs (DACO) matters;
and
(c) handle any DACO hearings, only when necessary.
Ortiz-Bey will be paid at these hourly rates:
-- $75.00 for general corporate services;
-- $500.00 a month fixed rate for processing of Department of
Consumer Affairs (DACO) matters; and
-- $300 fixed rate for handling of any DACO hearings (per
hearing and only when necessary).
Ortiz-Bey will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Pedro M. Ortiz-Bey, Esq., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
Ortiz-Bey can be reached at:
Pedro M. Ortiz-Bey, Esq.
1060 Ferrocarril St., Rio Piedras
San Juan, PR 00925
Tel: (787) 765-8191
Fax: (787) 765-2600
E-mail: pmoblaw@gmail.com
About Legal Credit Solutions
Headquartered in Guaynabo, Puerto Rico, Legal Credit Solutions,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. P.R.
Case No. 16-03685) on May 6, 2016, estimating its assets at up to
$50,000 and its liabilities at between $1 million and $10 million.
The petition was signed by Mrs. Yahairie Tapia, president.
Judge Brian K. Tester presides over the case.
Paul James Hammer, Esq., at Estrella, LLC, serves as the Debtor's
bankruptcy counsel.
LINC USA GP: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------
The Office of the U.S. Trustee on June 17 appointed three creditors
of Linc USA GP and its affiliates to serve on the official
committee of unsecured creditors.
The committee members are:
(1) Crain Brothers, Inc
Attn: Carl G. Vick
300 Rita Drive
Bell City, LA 70630
Tel. 337-905-2411
Fax 337-905-2700
Email: carl@crainbrothers.com
Counsel: Offerman & King, LLP
James W. King, Esq.
6420 Wellington Place
Beaumont, TX 77706
Tel. 409-860-9000
Fax 409-860-9199
Email: jking@offermanking.com
(2) New Tech Global Ventures, LLC
Attn: Larry Cress
1030 Regional Park Drive
Houston, TX 77060
Tel. 281-951-4330
Fax 281-951-8719
Email: lcress@ntglobal.com
Counsel: Dore Law Group, P.C.
Alex Weatherford, Esq.
17171 Park Row, Suite 160
Houston, TX 77084
Tel. 281-829-1555
Fax 281-951-8719
Email: aweatherford@dorelawgroup.net
(3) Natural Gas Compression Systems, Inc.
Attn: A. J. Yuncker
2480 Aero Park Drive
Traverse City, MI 49686
Tel. 231-941-0107
Fax 231-941-0177
Email: yuncker@ngcsi.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Linc USA
Each of Linc USA GP, Linc Energy Finance (USA), Inc., Linc Energy
Operations, Inc., Linc Energy Resources, Inc., Linc Gulf Coast
Petroleum, Inc., Linc Energy Petroleum (Wyoming), Inc., Paen Insula
Holdings, LLC, Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc.,
Linc Alaska Resources, LLC and Linc Energy Petroleum (Louisiana),
LLC filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32689) on May
29, 2016.
Linc USA GP and its subsidiaries operate an independent oil and gas
exploration and production business with a primary focus on
conventional onshore and shallow state water properties along the
Gulf Coast of Texas and properties in the Powder River Basin of
Wyoming. The Debtors, through their majority owned subsidiary,
Renaissance Umiat, LLC (which is not a Debtor), also own oil and
gas properties in the Umiat field on Alaska's North Slope. The
Debtors are ultimately owned by Linc Energy Ltd., an Australian
corporation established in the year 2000, shares of which were
listed on the Singapore Stock Exchange. Linc Energy Ltd. entered
into voluntary administration in Australia on April 15, 2016.
The Debtors estimated assets in the range of $50 million to $100
million and debts of up to $500 million. As of the Petition Date,
the Debtors estimate that they owed approximately $5.8 million to
their vendors.
Bracewell LLP serves as the Debtors' counsel. Kurtzman Carson
Consultants LLC acts as the Debtors' notice, claims and balloting
agent.
Judge David R Jones presides over the cases.
LIVING COLOUR: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Living Colour Landscapes, LLC.
About Living Colour
Lake Worth, Florida-based Living Colour Landscapes, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
16-15773) on April 21, 2016, listing $323,979 in total assets and
$1.31 million in total liabilities. The petition was signed by
Deon Botha, manager.
Judge Paul G. Hyman, Jr., presides over the case.
Aaron A Wernick, Esq., at Furr & Cohen serves as the Debtor's
bankruptcy counsel.
Marula Props, LLC, also filed on the same day for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 16-15774), listing
$179,252 in total assets and $1.25 million in total liabilities.
LOCATIONS II INC: Hires Menna as Counsel
----------------------------------------
Locations II Inc., seeks authority from the U.S. Bankruptcy Court
for the District of New Jersey to employ Pasquale Menna, Esq., at
The Menna Law Firm as counsel to the Debtor.
Locations II Inc. requires Menna to provide representation for the
Debtor in the bankruptcy proceeding.
Menna will be paid at these hourly rates:
Pasquale Menna $250
Menna will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Pasquale Menna, Esq., at The Menna Law Firm assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Menna can be reached at:
Pasquale Menna, Esq.
THE MENNA LAW FIRM
151 Bodman Place
3rd Floor, Suite 300
Red Bank, NJ 07701
Tel: (732) 383-8445
Fax: (732) 383-8274
E-mail: pmenna@mennalaw.com
About Locations II Inc.
Locations II Inc., based in Point Pleasant Beach, NJ, filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 16-16926) on April 11,
2016. The Hon. Michael B. Kaplan presides over the case. Pasquale
Menna, Esq., at the Menna Law Firm, as bankruptcy counsel.
In its petition, the Debtor said assets total $3.28 million and
liabilities total $892,281. The petition was signed by Vincent
Ludwig, president.
LOCATIONS II INC: Hires Trinker as Counsel
------------------------------------------
Locations II Inc., seeks authority from the U.S. Bankruptcy Court
for the District of New Jersey to employ Howard J. Trinker, Esq.,
as counsel to the Debtor.
Locations II Inc.requires Trinker to provide representation for the
Debtor in connection with the bulk sale of its assets and franchise
to Luis Garcia, Francisco Sequeira, Antonio Sequeira, Dinart Serpa,
and Fernando Sardinha, pursuant to a contract dated Feb. 24, 2016.
Trinker will be paid a flat fee of $1,000 for the services
rendered.
Howard J. Trinker, Esq., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
Trinker can be reached at:
Howard J. Trinker, Esq.
155 Morris Ave No. 1,
Springfield Township, NJ 07081
Tel: (973) 921-1202
About Locations II Inc.
Locations II Inc., based in Point Pleasant Beach, NJ, filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 16-16926) on April 11,
2016. The Hon. Michael B. Kaplan presides over the case. Pasquale
Menna, Esq., at the Menna Law Firm, as bankruptcy counsel.
In its petition, the Debtor said assets total $3.28 million and
liabilities total $892,281. The petition was signed by Vincent
Ludwig, president.
LUAR CLEANERS: Taps Aida Escribano-Ramallo as Financial Consultant
------------------------------------------------------------------
Luar Cleaners, Inc., seeks permission from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Aida
Escribano-Ramallo, CPA, CIRA, CFE from the firm BDO Puerto Rico,
PSC, as financial consultant.
The Firm will:
a. prepare or review monthly operating reports;
b. reconcile proof of claims;
c. prepare or review the Debtor's projections;
d. analyze profitability of the Debtor's operations;
e. assist in the development or review of plan of
reorganization or disclosure statements;
f. provide consultation on strategic alternatives and
developments of business plans; and
g. provide any other consulting and expert witness services
relating to various bankruptcy matters like insolvency,
feasibility forensic accounting, etc., as necessary.
Aida Escribano-Ramallo, CPA, CIRA, CFE has required in this case a
retainer in the amount of $5,200 which was paid after the filing of
the case. The Firm will be paid at these hourly rates:
Partner $175
Managers & Supervisors $150
Seniors & Semi-Senior Consultants $100
Consultants $85
Staff $60
Ms. Escribano-Ramallo assures the Court that the Firm is a
disinterested person, as defined in 11 U.S.C. Section 101(14).
The Firm can be reached at:
Aida Escribano-Ramallo CPA, CIRA, CFE
BDO PUERTO RICO, PSC
1302 Ponce De Leon Avenue, 1st Floor
San Juan, Puerto Rico 00907
Tel: (787) 754-3999
Fax: (787) 754-3105
Website: www.bdopr.com
E-mail: aescribano@bdo.com.pr
Headquartered in Toa Baja, Puerto Rico, Luar Cleaners, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No.
14-04974) on June 18, 2014, listing $1.03 million in total assets
and $2.15 million in total liabilities. The petition was signed by
Raul Palacios Velez, president. Jacqueline Hernandez Santiago,
Esq., at Jacqueline Hernandez Santiago serves as the Debtor's
bankruptcy counsel.
MARULA PROPS: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Marula Pops LLC.
Marula Pops LLC sought protection under Chapter 11 of the
Bankruptcy Code (S.D. Fla. Case No. 16-15774) on April 21, 2016.
The petition was signed by Deon Botha, manager.
The case is assigned to Judge Paul G. Hyman, Jr.
The Debtor disclosed total assets of $179,252 and total debts of
$1.25 million.
MEDICAL INVESTORS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Medical Investors, LLC.
About Medical Investors
Hurricane, West Virginia-based Medical Investors, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. W. Va. Case No.
16-30223) on May 5, 2016, estimating its assets at between $1
million and $10 million and its liabilities at between $500,000 and
$1 million. The petition was signed by Darrin VanScoy, managing
member. Judge Frank W. Volk presides over the case.
Joseph W. Caldwell, Esq., Caldwell & Riffee serves as the Debtor's
bankruptcy counsel.
NEW BERN RIVERFRONT: Order Dismissing Weaver Cooke's Suit Affirmed
------------------------------------------------------------------
Judge W. Earl Britt of the United States District Court for the
Eastern District of North Carolina, Western Division, affirmed the
August 25, 2014 order of the bankruptcy court in the case captioned
WEAVER COOKE CONSTRUCTION, LLC, Appellant, v. CURENTON CONCRETE
WORKS, INC., Appellee, No. 5:14-CV-515-BR (E.D.N.C.).
On August 25 2014, the bankruptcy court granted Curenton Concrete
Works, Inc.'s motion for summary judgment on all claims asserted by
Weaver Cooke Construction, LLC against it. The bankruptcy court
granted the motion based on the statute of limitations defense as
to Weaver Cooke's negligence and breach of express warranty
claims.
A full-text copy of Judge Britt's June 8, 2016 order is available
at https://is.gd/MrdW0v from Leagle.com.
Weaver Cooke Construction, LLC, Travelers Casualty & Surety Company
of America are represented by:
Joseph P. Gram, Esq.
C. Hamilton (Hank) Jarrett, III, Esq.
CONNER GWYN SCHENECK PLLC
306 East Market Street, Suite One
Greensboro, NC
Tel: (336)691-9222
Fax: (336)691-9259
Email: jgram@cgspllc.com
-- and --
Kelli E Goss, Esq.
Luke J. Farley, Esq.
CONNER GWYN SCHENECK PLLC
3141 John Humphries Wynd, Suite 100
Raleigh, NC
Tel: (919)789-9242
Fax: (919)789-9210
Email: kgoss@cgspllc.com
lfarley@cgspllc.com
Curenton Concrete Works, Inc. is represented by:
Andrew A. Vanore, III, Esq.
BROWN, CRUMP, VANORE & TIERNEY, LLP
421 Fayetteville Street, Suite 1601
Raleigh, NC 27601
Tel: (919)835-0909
Fax: (919)835-0915
Email: dvanore@bcvtlaw.com
Gouras, Incorporated is represented by:
Jay P. Tobin, Esq.
YOUNG MOORE & HENDERSON
3101 Glenwood Ave., Suite 200
Raleigh, NC 27612
Email: jay.tobin@youngmoorelaw.com
Fluhrer Reed, P.A. is represented by:
John M. Nunnally, Esq.
Melissa Dewey Brumback, Esq.
RAGSDALE LIGGETT PLLC
2840 Plaza Place, Suite 400
Raleigh, NC 27612
Tel: (919)787-5200
Fax: (919)783-8991
Email: jnunnally@rl-law.com
mbrumback@rl-law.com
New Bern Riverfront Development, LLC is represented by:
Daniel K. Bryson, Esq.
Jeremy Richard Williams, Esq.
Matthew E. Lee, Esq.
WHITFIELD, BRYSON & MASON, LLP
900 W. Morgan Street
Raleigh, NC 27603
Email: dan@wbmllp.com
jeremy@wbmllp.com
matt@wbmllp.com
About New Bern Riverfront Development
Cary, North Carolina-based New Bern Riverfront Development, LLC, is
the developer of SkySail Condominium, consisting of 121 residential
condominiums (plus 1 commercial/non-residential unit) located on
Middle Street on the waterfront in historic downtown New Bern,
North Carolina, and sells the SkySail Condominiums in the ordinary
course of business. New Bern Riverfront filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on Nov.
30, 2009. John A. Northen, Esq., at Northen Blue, LLP, represents
the Debtor. The Company disclosed $31,515,040 in assets and
$25,676,781 in liabilities as of the Chapter 11 filing.
New Bern Riverfront has filed an Amended Plan of Reorganization,
which represents a consensual plan negotiated with the Debtor's
secured creditor, Wells Fargo Bank, N.A. The Debtor contemplates
selling properties.
NEW CENTURY: Court Partially Dismisses Knights' Suit vs. Banks
--------------------------------------------------------------
Judge Dana L. Christensen of the United States District Court for
the District of Montana, Missoula Division, granted in part and
denied in part the defendants Wells Fargo Bank, N.A.'s and HSBC
Bank USA, N.A.'s motion for judgment on the pleadings.
Judge Christensen held that neither estoppel nor standing outright
preclude Laura and Mark Knight's claims in the case. The judge
added, however, that "given what had occurred between the Knights
and Defendants between 2007 and 2011, and what the Knights learned
about Defendants' alleged tortious conduct at the end of that
period, the statutes of limitations began to run on the Knights'
tort claims in approximately January 2011. Consequently, those
claims are time-barred pursuant to Montana statute. Moreover,
because the Knights' tort claims will be dismissed, their exemplary
damages claim, Count V, must also be dismissed."
The defendants' motion for judgement on the pleadings was granted
with respect to Counts II(A), II(B), III(A), III(B), IV, and V,
which were dismissed with prejudice. The motion was denied in all
other respects.
The case is LAURA KNIGHT and MARK KNIGHT, Plaintiffs, v. WELLS
FARGO BANK, N.A., and HSBC BANK USA, N.A., Defendants, No. CV
15-56-M-DLC (D. Mont.).
A full-text copy of Judge Christensen's June 8, 2016 order is
available at https://is.gd/Tqk9WF from Leagle.com.
Laura Knight, Mark Knight are represented by:
Brian J. Miller, Esq.
David K.W. Wilson, Jr., Esq.
Scott L. Peterson, Esq.
MORRISON, SHERWOOD, WILSON & DEOLA, PLLP
401 N. Last Chance Gulch St.
Helena, MT 59601
Tel: (406)442-3261
Email: bmiller@mswdlaw.com
kwilson@mswdlaw.com
speterson@mswdlaw.com
Wells Fargo Bank, N.A., HSBC Bank USA, NA are represented by:
Doug James, Esq.
Jessica Teresa Fehr, Esq.
Adam J. Warren, Esq.
MOULTON BELLINGHAM LONGO & MATHER
Suite 1900, Crowne Plaza
Billings, MT 59103-2559
Tel: (406)248-7731
Fax: (406)248-7889
Email: doug.james@moultonbellingham.com
jessica.fehr@moultonbellingham.com
adam.warren@moultonbellingham.com
About New Century
Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation. The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.
The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors. The
Official Committee of Unsecured Creditors selected Hahn & Hessen as
its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.
The Company sold its assets in transactions approved by the
Bankruptcy Court. The Bankruptcy Court confirmed the Second
Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the
Official Committee of Unsecured Creditors on July 15, 2008, which
became effective on Aug. 1, 2008. An appeal was taken and, on July
16, 2009, District Judge Sue Robinson issued a Memorandum Opinion
reversing the Confirmation Order. On July 27, 2009, the
Bankruptcy Court entered an Order Granting Motion of the Trustee
for an Order Preserving the Status Quo Including Maintenance of
Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole
Officer and Director of the Debtors, Pending Entry of a Final Order
Consistent with the District Court's Memorandum Opinion.
On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation. The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.
NEW MILLENNIUM: S&P Assigns 'B-' CCR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to New
Millennium Holdco Inc. The rating outlook is stable.
At the same time, S&P assigned its 'B-' issue-level rating and '4'
recovery rating to Millennium's first-lien term loan, indicating
S&P's expectations for average (30%-50%, at the higher end of the
range) recovery for lenders in the event of payment default.
Millennium Health LLC is a co-borrower of the loan.
New Millennium Holdco Inc. was formed in December 2015 when
predecessor entity Millennium Health LLC emerged from bankruptcy
protection. The company's bankruptcy filing was precipitated by a
$256 million payment to the U.S. Department of Justice to settle
allegations of Medicare billing irregularities, as well as
reimbursement and policy changes by commercial payers that led to
sharp declines in net revenue per specimen tested.
"Our assessment of Millennium's business risk reflects the
company's narrow focus on the clinical toxicology testing industry,
with a concentration on pain management, treatment, and addiction
facilities, and exposure to reimbursement risk from both government
and commercial payors," said S&P global Ratings credit analyst
Shannan Murphy. It also considers Millennium's industry leading
market position and its substantial scale, which S&P believes will
allow the company to generate some operating efficiencies to offset
declining reimbursement.
S&P's stable rating outlook reflects its belief that Millennium
will be able to offset a portion of ongoing reimbursement declines
with cost cuts, which should allow the company to generate about
$25 million in discretionary cash flow per year. However, it also
incorporates S&P's belief that future reimbursement dynamics in
Millennium's core urine drug testing business are highly uncertain,
as well as S&P's belief that pricing will continue to decline over
time.
S&P could lower the rating if rapid declines in reimbursement
result in negative cash flow that we expect to persist over time.
While such a scenario would be the result of a several hundred
basis point decline in margins, S&P notes that margins contracted
substantially in 2016. S&P could also lower the rating if the
company encounters further regulatory or legal difficulties that
meaningfully erode the company's cash balance or threaten its
ability to serve Medicare patients.
S&P could raise the rating if it become convinced that Millennium
is likely to sustain leverage below 5x over time. Given
uncertainty surrounding long-term reimbursement dynamics in this
space, S&P would likely need to see the company establish a track
record of operating at the new, lower leverage levels for several
quarters before S&P became confident that stronger credit metrics
would be sustained. Under this scenario, S&P would also need to be
more confident that the company will be able to manage
reimbursement and regulatory risk over time.
NORANDA ALUMINUM: Auction for Downstream Business Set for July 7
----------------------------------------------------------------
Noranda Aluminum, Inc.,, and its affiliated debtors filed with the
U.S. Bankruptcy Court for the Eastern District of Missouri a second
notice of modified sale process dates in connection with their
proposed sale of their downstream business.
By the Motion, the Debtors sought to sell the Debtors' flat rolled
products business owned and operated by Norandal USA, Inc., at the
rolling mills in (a) Huntingdon, Tennessee, (b) Newport, Arkansas,
and (c) Salisbury, North Carolina, together with any assets,
facilities, property, plants, equipment, inventory, and accounts
receivable associated therewith.
The Modified Sale Process Dates are:
-- June 29, 2016, at 5:00 p.m. (prevailing Eastern
Time), is the bid deadline; and
-- July 7, 2016, at 10:00 a.m. (prevailing Eastern
Time), is the auction.
Pursuant to the First Notice of Modified Sale Dates, the Sale
Hearing is scheduled to take place on July 14, 2016, at 10:00 a.m.
(prevailing Central Time).
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORANDA ALUMINUM: Court OKs Modified Senior Mgmt. Severance Plan
----------------------------------------------------------------
The Hon. Barry S. Schermer of the U.S. Bankruptcy Court for the
Eastern District of Missouri, Southeastern Division, approved the
modified senior managers' severance plan for certain non-insider
employees filed by Noranda Aluminum, Inc., and its affiliated
debtors.
The objections to the Motion filed by the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy Allied Industrial and
Service Workers International Union, and the Official Committee of
Unsecured Creditors have been consensually resolved and withdrawn.
Prior to Petition Date, the Debtors maintained a Senior Managers
Severance Plan, effective Oct. 26, 2010 ("Senior Management
Severance Program") for certain senior and other management-level
employees. The Debtors also maintained a severance plan for
salaried employees that were ineligible to participate in the
Senior Management Severance Program ("Salaried Employee Severance
Plan"). The Debtors modified the Salaried Employee Plan to
provide
that eligible employees would receive severance in a lump-sum
payment equal to the lesser of (i) the severance such employee
would have received under the Salaried Employee Severance Plan and
(ii) three months' pay. The Modified Salaried Employee Severance
Plan was approved by the Court.
The Debtors propose to modify the Senior Management Severance Plan
and seek approval of payments thereunder, to ensure non-insider
employees eligible to participate in the Senior Management
Severance Plan are treated the same as employees who are eligible
to participate in the Modified Salaried Employee Severance Plan,
and to maintain employee morale during a challenging and uncertain
time.
The Debtors seek authority to provide severance to eligible
employees who are involuntarily terminated, other than for reasons
related to misconduct, short-term reductions in force, or a
refusal
of reassignment, in a lump sum payment equal to the lesser of (i)
the severance such employee would have received under the Senior
Management Severance Program and (ii) three months' pay.
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORANDA ALUMINUM: Modified KEIP, KERP, ICP Approved
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
approved Noranda Aluminum, Inc., and its affiliated debtors'
modified key employee incentive plan, key employee retention plan,
and 2015 incentive compensation plan.
The objections previously filed by the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy Allied Industrial and
Service Workers International Union, the Official Committee of
Unsecured Creditors, and the United States Trustee have been
consensually resolved and withdrawn.
The KEIP contains, among others, the following relevant terms:
(a) Participants: The Debtors identified nineteen (19) senior
employees ("KEIP Participants") who are essential to the Debtors'
continued operations during the chapter 11 process. Of the KEIP
Participants, five are insiders and 14 are non-insiders.
(b) Participation and Payment: KEIP Tier A has a target
payout
equal to 50% of such employee's base salary; KEIP Tier B has a
target payout equal to 40% of base salary; and KEIP Tier C has a
payout equal to 30% of base salary. For all KEIP Participants,
payout is capped at 200% of target. For the 14 non-insider KEIP
Participants, a payout floor of one-third of target has been set
to
ensure their retention throughout these Chapter 11 Cases. The
KEIP
Participants who are insiders are not guaranteed to receive any
payout under the KEIP.
(c) Total cost of KEIP:
KEIP Insiders - 5 participants
Total Plan Cost:
Threshold: $512,504
Target: $1,028,007
Maximum: $2,050,015
Average Cost per Participant:
Threshold: $102,501
Target: $205,001
Maximum: $410,003
KEIP Non- Insiders - 14 participants
Total Plan Cost:
Threshold: $521,376
Target: $1,042,751
Maximum: $2,085,502
Average Cost per Participant:
Threshold: $37,241
Target: $74,482
Maximum: $148,964
Total Plan Cost:
Threshold: $1,033,880
Target: $2,070,758
Maximum: $4,135,517
(d) Metrics designed to provide challenging targets for the
KEIP Participants: funding metrics and performance metrics.
Funding
metrics are tied to cash flow and/or sale proceeds, which are
appropriate proxies for the success of an organization operating
in
chapter 11. The level of achievement of the funding metrics
determines the payout available to the KEIP Participants.
Performance metrics are unique to each KEIP Participant and are
designed to incentivize participants to reach specific key
milestones by a set date, thus helping progress the Chapter 11
Cases.
The KERP contains, among others, the following relevant terms:
(a) Participants: The Debtors identified 34 employees who are
critical to the Debtors' continued operations and to successful
restructuring of the estates ("KERP Participants"). The KERP
Participants represent a cross-section of various functions within
the Debtors' businesses, including plant management, information
technology, technical support, government affairs, sales, tax and
payroll. These KERP Participants are heavily involved in both the
day-to-day support functions of the business and chapter
11-related
functions.
(b) Participation and Payment: Assuming all KERP Participants
are eligible to receive payments under the KERP, proposed payments
thereunder will be approximately $895,763, which amounts to
approximately $26,346 per KERP Participant. In determining the
amount of payments for each KERP Participants, all such
participants are divided into the following tiers: (i) KERP Tier
A,
with payout equal to 30% of base salary; (ii) KERP Tier B, with
payout equal to 20% of base salary; and (iii) KERP Tier C, with
payout equal to 10% of base salary.
Selection of KERP Tier A employees is based on breadth and
depth of responsibility, as well as either (i) the effectiveness
and need for the individual's leadership in the chapter 11 or
wind-down process, as applicable, or (ii) belief that there will
likely be a continuing role for this individual after the Debtors'
emergence from chapter 11. Selection of KERP Tier B and KERP Tier
C employees is based on a critical skill set that would be
extremely difficult to replace in the short term during the
reorganization or wind-down process, as applicable, as well as the
increased workload and responsibility expected to be imposed on
such employees as a result of staff reductions. To earn the
retention payment, KERP Participants must be employed until the
earlier of (i) the Debtors' emergence from chapter 11; (ii) the
closing of a sale of the applicable unit of the Debtors' Upstream
Business pursuant to section 363 of the Bankruptcy Code, or (iii)
the date of a wind down of such business unit.
The 2015 ICP contains, among others, the following terms:
(a) Participants: All non-insider on-site salaried employees
in in the Downstream Business.
(b) Participation and Payment: The 2015 ICP payments for the
ICP Participants would total approximately $1.4 million, exclusive
of employment taxes, assuming those current employees remain
employed through the sale date. On the closing of the Downstream
Business Sale, ICP payments will be made to ICP Participants (i)
who are offered and accept employment with the purchaser, or (ii)
who are involuntarily terminated without cause in connection with
the Downstream Sale Process.
About Noranda Aluminum
Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale
W. Boyles, the chief financial officer. Judge Barry S. Schermer is
assigned to the cases.
The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.
The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion. As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.
The Debtors had approximately 1,857 employees as of the Petition
Date.
NORTEL NETWORKS: Court Recommends No Mediation of Appeal
--------------------------------------------------------
In the bankruptcy case captioned IN RE: Nortel Networks Inc., et
al., Chapter 11. Debtors, C. A. No. 16-366-LPS, Bankruptcy Case No.
09-10138 (D. Del.), Judge Mary Pat Thynge of the United States
District Court for the District of Delaware recommended that the
matter be withdrawn from the mandatory referral for mediation and
proceed through the appellate process.
Judge Thynge's recommendation was pursuant to paragraph 2(a)
Procedures to Govern Meidation of Appeals from the United States
Bankruptcy Court for the District of Delaware and 28 U.S.C. section
636(b).
The adversary proceeding is NORTEL NETWORKS INC., Appellant, v.
EMEA DEBTORS, Appellee, ADV No. 11-53454, BAP No. 16-27 (D. Del.).
A full-text copy of Judge Thynge's June 6, 2016 recommendation is
available at https://is.gd/GYjx2N from Leagle.com.
Nortel Networks Inc. is represented by:
Derek C. Abbott, Esq.
Andrew R. Remming, Esq.
Eric D. Schwartz, Esq.
Tamara K. Minott, Esq.
MORRIS, NICHOLS, ARSHT & TUNNEL
1201 North Market Street, 16th Floor
Wilmington, DE 19899-1347
Tel: (302)658-9200
Fax: (302)658-3989
Email: dabbott@mnat.com
aremming@mnat.com
eschwartz@mnat.com
tminott@mnat.com
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications. Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.
On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors. Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group. That same
day, the Monitor sought recognition of the CCAA Proceedings in U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.
That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).
In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP. Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.
On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A. On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.
U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.
In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington,
serves as Delaware counsel. The Chapter 11 Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.
An ad hoc group of bondholders also was organized. An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor. The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.
Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.
As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion. The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.
Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers. Nortel has collected roughly $9 billion for
distribution to creditors. Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation. The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction. The
deal closed in July 2011.
Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court. The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.
The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014. The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.
According to The Wall Street Journal, Justice Frank Newbould of the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.
PAONESSA ALFOMBRAS: Hires Jorge Cancio-Valdivia as Bankr. Counsel
-----------------------------------------------------------------
Paonessa Alfombras, Inc., asks for authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Jorge
Cancio-Valdivia, Esq., as attorney "to be appointed and employed
post facto, effective nunc pro tunc to the Petition Date."
In consideration of the unusual circumstances that justify this
post facto application, the Debtor requests the appointment of Mr.
Cancio-Valdivia, Esq., as its counsel to continue assisting and
appearing on behalf of Debtor.
Due to the uncertainty of the Debtor's financial capability to
compensate its attorney at the time of filing Petition, no
application for employment for professional services was filed by
the Debtor's counsel. Any compensation was depending on the
ongoing economic circumstances and uncertain financial status of
the Debtor.
Due to the arising unusual circumstances of the case, that include
the resignation of the Debtor's accountant without having available
any financial information for the past year, it became necessary
for the Debtor to incur in more professional legal services, the
counsel's compilation of the previous year's financial information,
motions in regards to the belated filing of Schedules due to the
accountant's resignation, replies to the U.S. Trustee's motions and
creditor's motions regarding objections on executory contracts,
preparation of amended Schedules and hearing appearances, among
other things.
Mr. Cancio's service is proposed based on an hourly rate of $150.
The Debtor has paid Mr. Cancio a retainer fee of $2,500, against
which all incurred and future fees will be charged until exhausted,
subject to application for compensation and approval by the
Bankruptcy Court.
Mr. Cancio-Valdivia assures the Court that he has no adverse
interest to the estate and is a disinterested person and therefore,
is qualified for employment under 11 U.S.C. Section 327.
Mr. Cancio-Valdivia can be reached at:
Jorge Cancio-Valdivia
P.O. Box 367753
San Juan, P.R. 00936
Tel: (787)549-9685
Fax: (787)751-5381
E-mail: canciolaw@gmail.com
Paonessa Alfombras, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 16-00532) on Jan. 28, 2016.
Jorge L. Cancio Valdivia, Esq., serves as the Debtor's bankruptcy
counsel.
PEAK WEB: Hires Tonkon Torp as Chapter 11 Counsel
-------------------------------------------------
Peak Web LLC seeks permission from the U.S. Bankruptcy Court for
the District of Oregon to employ Tonkon Torp LLP as Chapter 11
counsel.
The Firm will:
a. advise Debtor of its rights, powers and duties as a
debtor and debtor-in-possession continuing to operate and
manage its business and property under Chapter 11 of the
Code;
b. take all actions necessary to protect and preserve
Debtor's bankruptcy estate, including the prosecution of
actions on Debtor's behalf, the defense of any action
commenced against Debtor, negotiations concerning all
litigation in which Debtor is involved, objections to
claims filed against Debtor in this bankruptcy case, and
the compromise or settlement of claims;
c. advise Debtor concerning, and prepare on behalf of the
Debtor, all necessary applications, motions, memoranda,
responses, complaints, answers, orders, notices, reports,
and other papers, and review all financial and other
reports required of Debtor as debtor-in-possession in
connection with administration of this Chapter 11 case;
d. advise Debtor with respect to, and assist in the
negotiation and documentation of, financing agreements,
debt and cash collateral orders, and related
transactions;
e. review the nature and validity of any liens asserted
against the Debtor's property and advise Debtor
concerning the enforceability of such liens;
f. if appropriate, prepare, conduct and assist with the sale
of Debtor through 11 U.S.C. Section 363;
g. advise Debtor regarding (i) its ability to initiate
actions to collect and recover property for the benefit
of its estate; (ii) any potential property dispositions;
and (iii) executory contract and unexpired lease
assumptions, assignments and rejections, and lease
restructuring and recharacterizations;
h. if appropriate, negotiate with creditors concerning a
Chapter 11 plan; prepare the plan, disclosure statement
and related documents; and take the steps necessary to
confirm and implement the plan, including, if necessary,
negotiations for financing the plan; and
i. provide other legal advice or services as may be required
in connection with this Chapter 11 case.
The Firm will be paid at these hourly rates:
Timothy J. Conway, Esq., Partner $475
Ava L. Schoen, Esq., Of Counsel $325
Spencer Fisher, Esq., Paralegal $150
As disclosed in the Rule 2014 Verified Statement for Professional,
prior to the filing of the bankruptcy petition, the Firm received
funds from Debtor and applied these funds for pre-petition services
and costs rendered prior to the filing of the bankruptcy. The
remaining balance, if any, is held as a retainer. Within the
12-month period preceding the Petition, the Firm provided legal
services to Debtor. The total cost of legal services prior to the
filing of the Petition and payments for those services are
disclosed on the Rule 2014 Verified Statement for Proposed
Professional.
The Debtor agrees and understands that the Firm has reserved the
right to withdraw as counsel to the Debtor and the Debtor consents
to a withdrawal, in the event it becomes apparent that the Firm
will not be paid for its services. The Debtor also recognizes that
professional fees and costs incurred by the Firm are subject to
approval by the Court after review of fee applications filed by the
Firm.
To the best of Debtor's knowledge, the partners and associates of
the Firm do not have any connection with Debtor, its creditors, any
other party-in-interest, or their respective attorneys or
accountants, except as stated in the Rule 2014 Verified Statement
of Proposed Professional.
Ava L. Schoen, Esq., Of Counsel, at the Firm assures the Court that
the Firm has no connections with the Debtor(s), creditors, any
party in interest, their respective attorneys and accountants, the
U.S. Trustee, or any person employed in the office of the U.S.
Trustee, or any District of Oregon Bankruptcy Judge.
About Peak Web
Headquartered in Oregon, Peak Web, LLC dba Peak Hosting, is a
managed-service company that provides the servers, storage,
network, datacenter, and staff for some of the largest online
businesses. Peak's operations and engineering teams currently
support 26 customers in industries spanning online and mobile
gaming, finance, real estate, consulting, and big data companies.
Peak has 50% of its data center pre-built and ready for new
customers. This equates to about 100 racks of space, which can
accommodate approximately 2,000 additional servers for the
expansion of new and existing customers.
Peak Web sought creditor protection in the U.S. Bankruptcy Court
for the District of Oregon (Bankr. D. Ore. Case No. 16-32311) on
June 13, 2016. The petition was signed by Jeffrey E. Papen as
CEO.
The Debtor estimated assets in the range of $100 million to $500
million and liabilities of up to $100 million.
The Debtor has engaged Tonkon Torp LLP as counsel, Cascade Capital
Group, LLC as consultant and Susman Godfrey LLP and Ropers Majeski
Kohn Bentley PC as its litigation counsel.
The case is assigned to Judge Peter C McKittrick.
PRECISION INDUSTRIAL: Aug. 2 Hearing to Confirm Plan
----------------------------------------------------
Precision Industrial Contractors, Inc., filed with the U.S.
Bankruptcy Court for the Western District of Washington, in Tacoma,
its Disclosure Statement and Chapter 11 Plan of Reorganization
Dated June 3, 2016.
The Hon. Brian D. Lynch will hold a Confirmation Hearing in
Vancouver, Wash., on August 2, 2016, at 9:00 a.m. Plan voting
deadline is July 26. Confirmation Objection deadline is July 26.
The Plan provides for these classification and treatment of
Claims:
Class 1: Non-Tax Priority Claims. These claims are estimated
to total approximately $45,000 as of the Effective Date, consisting
primarily of employee wage and benefit claims that were due on the
Petition Date but were not paid at the commencement of the Chapter
11 case. All allowed Non-Tax Priority Claims will be paid in full
on the Effective Date. This class is unimpaired and is deemed to
have accepted the Plan.
Class 2: Regents Bank Secured Claims. Regents Bank's secured
claims, which are estimated to total approximately $2,600,000 as of
the Effective Date will be divided into two loans, an equipment
term loan with a balance of $2,000,000 and an operating line of
credit with a balance of approximately $600,000. The equipment
term loan will be paid in equal monthly installments of principal
and interest at 5.5% per annum over a period of five years. The
operating line of credit will provide for future advances in
accordance with customary collateral value requirements and
borrowing ratios to be agreed to between the Debtor and Regents and
will be for a term of two years. Interest at USD LIBOR (1 month)
floating + 3% will accrue and be paid monthly. If not paid in
full or renewed at the end of two years, the remaining balance will
be converted to a three year term loan and paid in equal monthly
installments with interest at the rate in effect at the time of
conversion. This class is impaired.
Class 3: Ally Financial Secured Claims. Ally's claims consist
of motor vehicle installment sale contracts for approximately eight
of the Debtor's vehicles. Those contracts are not in default.
Ally Financial will retain its liens on the vehicles and the
Reorganized Debtor will continue to make the monthly payments
required under the contracts. This class is unimpaired and is
deemed to have accepted the Plan.
Class 4: Chrysler Capital Secured Claims. Chrysler Capital's
secured claims consists of an installment sale contract for one
vehicle. Chrysler Capital will retain its lien on the vehicle and
the Reorganized Debtor will continue to make the monthly payments
required under the contract. This class is unimpaired and is
deemed to have accepted the Plan.
Class 5: Michelman & Robinson Secured Claim. Michelman &
Robinson LLP is a law firm that represented the Debtor prior to the
Chapter 11 filing in both the Arizona Lawsuit and California
Lawsuit, and on various other matters. M&R filed a proof of claim
for $376,423.55 for unpaid fees and expenses. M&R's engagement
agreement with the Debtor provided it with an attorney's lien under
California law in the claims it was pursuing on behalf of the
Debtor to secure its fees and expenses. M&R has agreed to
subordinate its lien to payment of the Debtor's contingent attorney
fees payable to Sussman Shank and Allen Matkins from any recoveries
in the California Lawsuit. Any amounts recovered in the California
Lawsuit over and above the amount necessary to pay the attorneys'
contingent fees and expenses, will first be used to pay M&R's
allowed secured claim and the remainder distributed pursuant to the
Plan. If the California Lawsuit recoveries and any additional
Snowflake Recoveries are insufficient to pay M&R's claim in full,
the deficiency will be treated as a Class 7 General Unsecured Claim
and included in the distribution to Class 7 General Unsecured
Claims. This class is impaired.
Class 6: Administrative Convenience Claims. This class
consists of unsecured claims of $5,000 or less, and any unsecured
claims of more than $5,000 that are voluntarily reduced to $5,000.
Such claims will be paid in full without interest in twelve equal
monthly installments. This class is impaired.
Class 7: General Unsecured Claims. This class consists of
nonpriority unsecured claims such as trade debt and other unsecured
claims that are not otherwise classified in the Plan. Based on the
Debtor's schedules and proofs of claim filed in the Case, it
appears there are approximately $1,800,000 in undisputed claims in
this class. This class will receive a total of up to $1,800,000,
to be paid in equal monthly installments without interest over five
years. This should result in payment in full of all general
unsecured claims if none of the disputed claims in Classes 7 or 8
are allowed, and if M&R's claims are paid in full from the
Snowflake Recoveries. Claims in this class will receive a portion
of the California Lawsuit recoveries if funds remain after paying
the Debtor's attorney fees and expenses, the secured claim of
Michelman & Robinson, up to $1,000,000 to Regents Bank, and certain
priority claims as provided in the Plan. If the allowed claims in
this class are less than $1,800,000, or if there is a distribution
to unsecured creditors from the California Lawsuit, payment in full
to unsecured creditors could occur in less than five years. This
class is impaired.
Class 8: Snowflake Defendants' Claims. This class consists of
the claims filed by SIP, ICS, and the Durkees totaling $5,027,736
based on the counterclaims asserted against the Debtor in the
Arizona Lawsuit. The Debtor intends to object to those claims and
assert affirmative claims against SIP, ICS, and the Durkees,
including, but not limited to, claims for tortious interference,
conversion, civil conspiracy, piercing the corporate veil/alter
ego, aiding and abetting, breach of contract, and breach of the
implied covenant of good faith and fair dealing, seeking damages
likely in excess of $10 million. SMI, Rabin, Smith, and Hackman
Capital Partners, LLC, the defendants in the California Lawsuit,
did not file proofs of claim in this Chapter 11 case, and unless
the Court were to permit them to file their claims late, and to
ultimately allow such claims, they will not be entitled to share in
any distribution under the Plan. The Debtor will continue to
pursue its claims against SMI, Rabin, Smith, and Hackman in the
California Lawsuit following confirmation. This class is impaired.
Class 9: Capitol Indemnity Corporation Claims. This class
consists of the contingent claims of Capitol Indemnity Corporation
that provided a performance bond to SMI and Rabin to secure the
Debtor's performance under the Snowflake Asset Purchase Agreement.
Pursuant to Section 502(3)(1), Capitol Indemnity's claim will be
disallowed and Capitol Indemnity will receive no distribution under
the plan because: (1) the Snowflake Defendants' claims are disputed
and have not been allowed, and (2) Capitol Indemnity's claim is
contingent, and will remain so, until the underlying claims of the
Snowflake Defendants have been allowed and Capitol Indemnity has
paid the Snowflake Defendants on account of their allowed claims.
In the event the Snowflake Defendants' claims are allowed and they
receive a distribution under the Plan, Capitol Indemnity's rights
to receive all or any portion of such distribution paid to the
Snowflake Defendants will be governed by any agreements between the
Snowflake Defendants and Capitol Indemnity, and applicable
non-bankruptcy law. This class is impaired.
Class 10: Equity Interests. This class consists of the equity
interests in the Debtor which are owned 100% by Rodney E. Schultz.
Shultz will retain his equity interest in the Debtor and will
remain the president and 100% equity interest owner of the
Reorganized Debtor following confirmation of the Plan. Schultz
will be paid a salary of $300,000 per year. This class is
unimpaired and is deemed to have accepted the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/wawb15-45167-0215.pdf
Precision Industrial Contractors, Inc., based in Woodland, Wash.,
filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 15-45167)
on November 5, 2015. The Hon. Brian D Lynch presides over the
case. The Debtor is represented by:
Thomas W Stilley, Esq.
SUSSMAN SHANK LLP
1000 SW Broadway Ste 1400
Portland, OR 97205-3066
Tel: 503-227-1111
Email: tom@sussmanshank.com
PROFESSIONAL MEDICAL: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Professional Medical Management Inc.
Professional Medical Management Inc. sought protection under
Chapter 11 of the Bankruptcy Code in the District of Arizona (Case
No. 16-05820) on May 23, 2016.
QRS RECYCLING: Georgia Works! Appointed to Committee
----------------------------------------------------
Guy Gebhardt, acting U.S. trustee for Region 21, on June 16
appointed Georgia Works! Inc. to serve on the official committee of
unsecured creditors of Qrs Recycling of Georgia, LLC.
The bankruptcy watchdog had earlier appointed J.B. Hunt Transport
and Complete Polymers, court filings show.
Georgia Works! can be reached through:
Phillip D. Hunter, Executive Director
Georgia Works! Inc.
275 Pryor St. SW
Atlanta, GA 30303
Tel: 404-215-6680
Fax: 404-222-9527
Email: phunter@georgiaworks.net
About QRS Recycling
QRS Recycling of Georgia, LLC, operator of a recycling facility
located at 120 Hollow Tree Lane SW, Atlanta, Georgia, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ga. Case No. 16-58837) on May 20, 2016, to liquidate its
assets. The case is pending before Judge James R. Sacca.
DLA Piper LLP (US) and Bingham Greenbaum Doll LLP represent the
Debtor as counsel. Upshot Services LLC serves as the Debtor's
claims and noticing agent.
The Debtor estimated assets of up to $10 million and liabilities in
the range of $10 million to $50 million.
QRS RECYCLING: Wants to Employ DLA Piper as Local Counsel
---------------------------------------------------------
QRS Recycling of Georgia, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ DLA
Piper LLP (US) as local counsel, nunc pro tunc as of the Petition
Date.
DLA Piper will perform, among others, these legal services:
a. Advising the Debtor of its rights, powers and duties as a
debtor in possession while operating and managing its
business and property under chapter 11 of the Bankruptcy
Code;
b. Preparing on behalf of the Debtor all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices, schedules and other documents, and
reviewing all financial and other reports to be filed in
the Chapter 11 Case;
c. Advising the Debtor concerning, and preparing responses to,
applications, motions, other pleadings, notices and other
papers that may be filed by other parties in the Chapter 11
Case;
d. Commencing and conducting litigation necessary and
appropriate to assert rights held by the Debtor, protect
assets of the Debtor's bankruptcy estate or otherwise
further the goal of completing the Debtor's successful
reorganization;
e. Acting as conflicts counsel for Bingham Greenebaum Doll
LLP, as necessary; and
f. Providing other legal advice to the Debtor to the extent
requested by the Debtor.
The DLA Piper attorneys and paraprofessionals, who will be
primarily responsible for representing the Debtor bill their time
at these rates:
Name of Attorney Hourly Rate
---------------- -----------
Daniel M. Simon, Associate $579
Yohami Lam Guerra, Paralegal $293
Sheryl Faulkner, Paralegal $226
In addition to these attorneys and paraprofessionals, other
attorneys at DLA Piper may occasionally provide services to the
Debtor and bill their time, for which DLA Piper will seek the
commensurate fees and expenses. The Firm will seek reimbursement
of actual and necessary out-of-pocket expenses.
DLA Piper is holding a retainer in the amount of $5,000 and it will
seek authority from the Court to apply the retainer it is holding
to satisfy the fees and expenses that DLA Piper incurred
representing the Debtor since the Petition Date.
In reliance in the declaration submitted by Daniel M. Simon, Esq.,
an associate with the Firm -- daniel.simon@dlapiper.com -- the
Debtor believes that DLA Piper is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code and as required
by Section 327(a) of the Bankruptcy Code.
About QRS Recycling
QRS Recycling of Georgia, LLC, operator of a recycling facility
located at 120 Hollow Tree Lane SW, Atlanta, Georgia, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ga. Case No. 16-58837) on May 20, 2016, to liquidate its
assets. The case is pending before Judge James R. Sacca.
DLA Piper LLP (US) and Bingham Greenbaum Doll LLP represent the
Debtor as counsel. Upshot Services LLC serves as the Debtor's
claims and noticing agent.
The Debtor estimated assets of up to $10 million and liabilities in
the range of $10 million to $50 million.
RADIOSHACK CORP: Court Narrows Claims in Suit vs. Directors
-----------------------------------------------------------
Judge Russell F. Nelms of the United States Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, granted in
part and denied in part the defendants' motion to dismiss the case
captioned RSH LIQUIDATING TRUST, Plaintiff, v. Joseph C. Magnacca,
Robert E. Abernathy, Frank J. Belatti, Julie A. Dobson, Daniel R.
Feehan, H. Eugene Lockhardt, Jack L. Messman, and Edwina D.
Woodbury, Defendants, Adversary No. 15-04076-rfn (Bankr. N.D.
Tex.).
In the case, the plaintiff, a trust created for the benefit of
RadioShack's creditors, alleged that chief executive officer and
director Joseph Magnacca engineered a transaction that delivered
RadioShack into the hands of Standard General, its largest
shareholder, in order to further Magnacca's personal ambitions. It
also alleged that RadioShack's independent directors were fully
aware of Magnacca's conflicted loyalties and yet permitted him to
pursue his personal agenda, knowing that it likely would spell
disaster for the company.
According to the Trust, Standard General's attempts to co-opt
Magnacca's loyalty manifested themselves both in actions and
assurances. First, Standard General and its chief investment
officer, Soohyung Kim, caused Magnacca to be appointed to the board
of American Apparel, a struggling affiliate of Standard General.
Then, they led him to believe that other opportunities awaited him.
In return, Magnacca allegedly guided RadioShack into an ill-fated
recapitalization transaction with Standard General and away from
other alternatives that would have brought more value to the
company.
The Trust alleged that the independent directors breached their
duty of loyalty when they approved Magnacca's appointment to the
board of American Apparel, and then made him the point man to
negotiate with Standard General with respect to the financing that
allegedly led to RadioShack's demise.
Judge Nelms found no cognizable claim that any of the directors of
RadioShack, including Magnacca, breached his or her duty of
loyalty. "It is possible that the directors may have breached
their duty of care. But, duty-of-care claims are exculpated by
RadioShack's charter. So, all claims against parties in their
capacities as directors must be dismissed. But, Delaware law
provides no exculpation for claims against officers. Count two
states a claim for breach of the duty of care against Magnacca in
his capacity as CEO. So, the motion to dismiss that claim is
denied," the judge said.
A full-text copy of Judge Nelms's June 8, 2016 memorandum opinion
is available at https://is.gd/YJSTuj from Leagle.com.
RSH Liquidating Trust is represented by:
Susheel Kirpalani, Esq.
Rex Lee, Esq.
Robert S. Loigman, Esq.
QUINN EMANUEL URQUHART & SULLIVAN LLP
51 Madison Avenue, 22nd Floor
New York, NY 10010
Tel: (212)849-7000
Fax: (212)849-7100
Email: rexlee@quinnemanuel.com
susheelkirpalani@quinnemanuel.com
robertloigman@quinnemanuel.com
-- and --
Michael D. Warner, Esq.
COLE SCHOTZ P.C.
301 Commerce Street, Suite 1700
Tel: (817)810-5250
Fax: (817)810-5255
Email: mwarner@coleschotz.com
Joseph C. Magnacca is represented by:
Jodi L. Barrow, Esq.
Robert F. Carangelo, Esq.
Amanda K. Pooler, Esq.
WEIL, GOTSHAL & MANGES
767 Fifth Avenue
New York, NY 10153-0119
Tel: (212)310-8000
Email: jodi.barrow@weil.com
robert.carangelo@weil.com
amanda.pooler@weil.com
-- and --
Alfredo R. Perez, Esq.
WEIL, GOTSHAL & MANGES
700 Louisiana, Suite 1700
Houston, TX 77002-2784
Tel: (713)546-5000
Email: alfredo.perez@weil.com
About RadioShack Corporation
Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.
RadioShack Corp. and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015,
disclosing total assets of $1.2 billion, versus total debt of $1.3
billion.
David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy
counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as
co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc. is the Debtors'
restructuring advisor. Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker. A&G Realty Partners is the Debtors' real
estate advisor. Prime Clerk is the Debtors' claims and noticing
agent.
The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker.
* * *
After an auction in March 2015, the Debtors sold most of the
assets to General Wireless, Inc., an entity formed by Standard
General, L.P., for $150 million. The Debtors also sold Mexican
assets to Office Depot de Mexico, S.A. de C.V., for $31.8 million
plus the assumption of debt. Regal Forest Holding Co. Ltd. bought
the Debtors' intellectual property assets in Latin America for a
purchase price of $5,000,000.
In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand
name and customer data to General Wireless.
The bankruptcy judge on Oct. 2, 2015, issued an order confirming
the first amended joint plan of liquidation of the Debtors. The
centerpiece of the Plan is the resolution of various disputes
among the Debtors, the Creditors' Committee and the SCP Secured
Parties.
The Plan was declared effective on Oct. 7, 2015.
RAIDER OILFIELD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Raider Oilfield Services, LLC
3332 FM Road 3113
Stanton, TX 79782
Case No.: 16-70101
Chapter 11 Petition Date: June 17, 2016
Court: United States Bankruptcy Court
Western District of Texas (Midland)
Judge: Hon. Ronald B. King
Debtor's Counsel: Wiley France James, III, Esq.
JAMES & HAUGLAND, P.C.
609 Montana Ave.
El Paso, TX 79902
Tel: (915) 532-3911
Fax: (915) 541-6440
E-mail: wjames@jghpc.com
Total Assets: $1.16 million
Total Debts: $2.64 million
The petition was signed by Jason Hopper, managing member.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb16-70101.pdf
RAPID AMERICAN: Court OKs Partial Summary Judgment re Aetna Policy
------------------------------------------------------------------
In the case captioned RAPID-AMERICAN CORPORATION, THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS, AND LAWRENCE FITZPATRICK, THE
FUTURE CLAIMANTS' REPRESENTATIVE, Plaintiffs, v. TRAVELERS CASUALTY
AND SURETY COMPANY, ST. PAUL FIRE AND MARINE INSURANCE COMPANY, AND
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA,
Defendants, Adv. Proc. No. 15-01095 (SMB)(Bankr. S.D.N.Y.), Judge
Stuart M. Bernstein of the United States Bankruptcy Court for the
Southern District of New York granted the motion for partial
summary judgment as to the Aetna Policy; denied Plaintiffs' motion
and cross-motion as to the St. Paul Policy and the National Union
Policies; and granted Travelers' and National Unions' cross-motions
for summary judgment.
Plaintiffs Rapid-American Corporation, the Official Committee of
Unsecured Creditors, and the Future Claimants' Representative
commenced the adversary proceeding seeking a declaration of
coverage and damages in connection with certain excess insurance
policies sold by Defendants St. Paul Fire and Marine Insurance
Company and Travelers Casualty and Surety Company, f/k/a The Aetna
Casualty and Surety Company and National Union Fire Insurance
Company of Pittsburgh, Pa..
The parties have moved or cross-moved for partial summary judgment.
The motions relate to four excess policies and raise a common
issue: must the underlying insurance limits be exhausted by actual
payment before the Insurers' excess liability coverage attaches?
The Plaintiffs contend that payment is unnecessary; it is
sufficient that the accrued (but unpaid) liabilities reach the
level of the excess insurer's coverage. With one exception, the
Insurers argue that their policies require actual payment of the
underlying limits before liability attaches. Travelers agrees,
however, that Aetna policy number XN3635WCA, covering the period
January 4, 1983 to January 4, 1984, does not require exhaustion,
(Memorandum of Law in Opposition to Plaintiffs' Motion and in
Support of Travelers' Cross-Motion, dated Mar. 10, 2016, and the
Plaintiffs are entitled to partial summary judgment with respect to
that policy to that extent, but this does not resolve the claim
that Aetna has breached its contract. The three other policies
issued by the Insurers unambiguously require actual payment before
liability attaches.
A full-text copy of the Memorandum Decision and Order dated June 7,
2016 is available at https://is.gd/lGPy0o from Leagle.com.
The bankruptcy case is In re: RAPID-AMERICAN CORPORATION, Chapter
11, Debtor, Case No. 13-10687 (SMB)(Bankr. S.D.N.Y.).
Rapid-American Corporation, The Official Committee of Unsecured
Creditors, and Lawrence Fitzpatrick, The Future Claimant's
Representative, Plaintiff, is represented by Paul M. Singer, Esq.
-- psinger@reedsmith.com -- Reed Smith LLP.
St. Paul Fire and Marine Insurance Company, Defendant, is
represented by Daren S. McNally, Esq. -- daren.mcnally@clydeco.us
-- Clyde & Co US LLP.
National Union Fire Insurance Company of Pittsburgh, PA, Defendant,
is represented by James R. Bradford, Esq. --
james.bradford@mendes.com -- Mendes & Mount, LLP, David Christian,
Esq. -- dchristian@dca.law -- David Christian Attorneys LLC, Britt
A Eilhardt, Esq. -- Mendes & Mount, LLP.
About Rapid-American Corp.
Rapid-American Corp. filed for Chapter 11 bankruptcy protection in
Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to
deal with debt related to asbestos personal-injury claims.
New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.
Through a series of merger transactions going back more than 45
years, Rapid has nevertheless incurred successor liability for
personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing
Company -- Old Carey -- as that entity existed prior to June 1,
1967.
Attorneys at Reed Smith LLP serve as counsel to the Debtor.
The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.
The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.
Young Conaway Stargatt & Taylor, LLP represents Lawrence
Fitzpatrick, the Future Claimants' Representative, as counsel.
REEVES DEVELOPMENT: LA Multimodal Buying Property for $4.5MM
------------------------------------------------------------
Reeves Development, LLC, also known as Reeves Development Company,
LLC and Reeves Commercial Properties, LLC, filed a motion seeking
approval to sell certain immovable industrial acreage property
located at Louisiana Hwy. 397, Lake Charles, Calcasieu Parish,
Louisiana.
The Debtors, as sellers, have entered into an agreement for the
sale of the Property for the sum of $4,500,000 to Louisiana
Multimodal, LLC, a Louisiana Limited Liability Corporation formed
by Lake Charles attorney, Jeff Townsend, with closing to be held on
or before June 27, 2016.
The Purchaser is unaffiliated with the Debtors. However, the final
Purchase Agreement is expected to provide an "equity kicker" to RDC
equal to one-third of net property sales after cost.
Iberia Bank has agreed to release its mortgage in exchange for
payment from the proceeds as follows:
a. $3,700,000 which constitutes the "Second Tranche" under the
Amended Forbearance and Settlement Agreement approved by the Court
through Orders entered on March 31, 2016;
b. Interest of approximately $36,189 representing interest
calculated on the "Second Tranche" from March 1, 2016 to June 27,
2016 or the actual closing date; and
c. $500,000 which represents the "Third Tranche" under the
Forbearance Agreement.
The Debtors owe prepetition taxes to taxing authorities; and the
Debtors will use any balance remaining after payments to Lien
creditors to reduce debt to the Internal Revenue Service, pursuant
to the Debtors' Plans of Reorganization.
Counsel for the Debtors:
Arthur A. Vingiello
William E. Steffes
STEFFES, VINGIELLO & MCKENZIE, LLC
13702 Coursey Blvd., Building 3
Baton Rouge, Louisiana 70817
Telephone: (225) 751-1751
Facsimile: (225) 751-1998
E-mail: avingiello@steffeslaw.com
About Reeves Development
Reeves Development Company, LLC, a commercial and residential
real estate developer, filed a Chapter 11 petition (Bankr. W.D.
La. Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30,
2012. The closely held developer was founded in 1998 by Charles
Reeves Jr., its sole owner. Reeves Development has about 80
employees and generates about $40 million in annual revenue,
according to its Web site.
Bankruptcy Judge Robert Summerhays oversees the case. Arthur
A. Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, in
Baton Rogue, Louisiana, represents the Debtor as counsel.
Reeves Development scheduled assets of $15,454,626 and
liabilities of $20,156,597 as of the Petition Date.
Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La.
Case No. 12-21009) also sought court protection.
RENT-A-CENTER INC: S&P Revises Outlook to Neg. & Affirms 'BB' CCR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Texas-based rent to own
(RTO) company Rent-A-Center Inc. to negative from stable. S&P also
affirmed its 'BB' corporate credit rating on the company.
At the same time, S&P also affirmed its 'BB+' issue-level rating on
the secured bank facilities and 'B+' rating on the unsecured debt.
The recovery rating on the secured debt is '2', indicating S&P's
expectation for a substantial recovery (70% to 90% range, high end)
in the event of a payment default or bankruptcy. The recovery
rating on the unsecured debt is '6', indicating S&P's expectation
of negligible recovery (0% to 10%) in the event of a payment
default or bankruptcy.
"The negative outlook reflects that although RCII has a good
geographic footprint in the U.S., we forecast continued weakness in
the RTO industry as the continued low interest environment gives
consumers with household incomes below $50,000 expanded access to
comparatively low priced credit options," said credit analyst Olya
Naumova. "It also reflects continued significant regulation of the
RTO industry, proliferation of knowledge among consumers about the
'all-in' costs of the RTO transaction when taken to full term, as
well as continued increases in average FICO scores in the U.S.
potentially decreasing RCII's customer base."
The negative outlook reflects S&P's expectation that RCII will
continue to experience a challenging operating environment because
of the contracting, mature nature of the RTO industry, weaknesses
in the Texas markets affected by low oil prices, and the continued
low interest rate environment in the U.S. that gives the company's
target customers in the subprime category expanded credit options.
S&P believes the company will be able to partially offset top line
softness with cost savings from operating efficiencies and keep its
leverage ratio in the low-3x area in the next 12 months. However,
S&P is cautious that the industry and competitive environment will
pressure RCII's performance beyond S&P's expectation.
S&P can lower the ratings if RCII's pattern of declining same-store
sales continues, pressuring the margins and indicating market share
loss. At that time S&P will revise the business risk profile score
to weak. S&P will also lower the ratings if RCII pursues
debt-financed share repurchases.
Although unlikely given continued price competition in the
industry, S&P could raise the rating if the company can grow
revenues by more than 5% or expand gross margins by more than 150
basis points through improved core U.S. and Acceptance Now segment
growth. At that time, S&P would look for leverage declining to
below 3.0x on a sustained basis.
REPUBLIC AIRWAYS: Airline Lists $2.4BB in Assets, $1.9BB in Debts
-----------------------------------------------------------------
Republic Airline Inc., one of the Debtors in the bankruptcy cases
of Republic Airways Holdings Inc., et al., filed with the U.S.
Bankruptcy Court for the Southern District of New York its
statements of financial affairs, and schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $231,583
B. Personal Property $2,465,674,935
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $1,717,243,876
E. Creditors Holding
Unsecured Priority
Claims $1,087,426
F. Creditors Holding
Unsecured Non-Priority
Claims $278,271,283
-------------- --------------
Total $2,465,906,518 $1,996,602,586
A copy of the schedules is available for free at:
http://bankrupt.com/misc/REPUBLICAIRWAYS_SAL_Airline.pdf
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean and
the Bahamas through Republic's fixed-fee codeshare agreements under
our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The Debtors
have requested that their cases be jointly administered under Case
No. 16-10429. The petitions were signed by Joseph P. Allman as
senior vice president and chief financial officer. Judge Sean H.
Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP is
the independent auditor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster LLP
as attorneys and Imperial Capital, LLC, as investment banker and
co-financial advisor.
REPUBLIC AIRWAYS: Exclusive Plan Filing Deadline Moved to Dec. 31
-----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York has extended, at the behest of Republic
Airways Holdings Inc., et al., (i) the Debtors' exclusive filing
period through and including Dec. 31, 2016, and (ii) their
exclusive solicitation period through and including March 1, 2017,
without prejudice to Republic's right to seek additional extensions
of the periods.
As reported by the Troubled Company Reporter on May 31, 2016, the
Debtor's initial Exclusive Filing Period and Exclusive Solicitation
Period are currently scheduled to expire on June 24, 2016, and Aug.
23, 2016, respectively. Republic submits that ample cause exists
to extend the Exclusive Periods as, inter alia, (i) Republic's
cases are large and complex, involving nationwide businesses and
many faceted legal and business issues that require substantial
time and diligence to resolve, (ii) there has not been sufficient
time for Republic to negotiate a Chapter 11 plan, and (iii)
Republic has made substantial good faith progress toward its
reorganization.
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean
and
the Bahamas through Republic's fixed-fee codeshare agreements
under
our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter
11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The
Debtors
have requested that their cases be jointly administered under Case
No. 16-10429. The petitions were signed by Joseph P. Allman as
senior vice president and chief financial officer. Judge Sean H.
Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP
is
the independent auditor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed seven creditors of
Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster
LLP
as attorneys and Imperial Capital, LLC, as investment banker and
co-financial advisor.
REPUBLIC AIRWAYS: Holdings Lists $406MM in Assets, $483MM Debts
---------------------------------------------------------------
Republic Airways Holdings Inc., one of the Debtors in the
bankruptcy cases of Republic Airways Holdings Inc., et al., filed
with the U.S. Bankruptcy Court for the Southern District of New
York its statements of financial affairs, and schedules of assets
and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $406,159,462
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $0
E. Creditors Holding
Unsecured Priority
Claims $803,006
F. Creditors Holding
Unsecured Non-Priority
Claims $482,792,718
-------------- --------------
Total $406,159,462 $483,595,725
A copy of the schedules is available for free at:
http://bankrupt.com/misc/REPUBLICAIRWAYS_SAL_Holdings.pdf
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean and
the Bahamas through Republic's fixed-fee codeshare agreements under
our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The Debtors
have requested that their cases be jointly administered under Case
No. 16-10429. The petitions were signed by Joseph P. Allman as
senior vice president and chief financial officer. Judge Sean H.
Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP is
the independent auditor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster LLP
as attorneys and Imperial Capital, LLC, as investment banker and
co-financial advisor.
REPUBLIC AIRWAYS: Services Lists $8.4MM in Assets, $10MM in Debts
-----------------------------------------------------------------
Republic Airways Services, Inc., one of the Debtors in the
bankruptcy cases of Republic Airways Holdings Inc., et al., filed
with the U.S. Bankruptcy Court for the Southern District of New
York its statements of financial affairs, and schedules of assets
and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $52,468
B. Personal Property $8,384,113
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $0
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-Priority
Claims $10,220,416
-------------- --------------
Total $8,436,581 $10,220,416
A copy of the schedules is available for free at:
http://bankrupt.com/misc/REPUBLICAIRWAYS_SAL_Services.pdf
About Republic Airways
Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean and
the Bahamas through Republic's fixed-fee codeshare agreements under
our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.
On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The Debtors
have requested that their cases be jointly administered under Case
No. 16-10429. The petitions were signed by Joseph P. Allman as
senior vice president and chief financial officer. Judge Sean H.
Lane has been assigned the cases.
As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.
Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP is
the independent auditor. Prime Clerk is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster LLP
as attorneys and Imperial Capital, LLC, as investment banker and
co-financial advisor.
RESIDENTIAL CAPITAL: Court Remands "Moss" for Further Proceedings
-----------------------------------------------------------------
Judge Lorna G. Schofield of the United States District Court for
the Southern District of New York reversed the Bankruptcy Court
Opinion and remanded the case captioned ALAN MOSS, Appellant, v.
ResCap Borrower Claims Trust, as Chapter 11 Trustee, Appellee, No.
15 Civ. 7140 (LGS)(S.D.N.Y.), for further proceedings consistent
with this Opinion in the case.
Alan Moss appeals an order of the United States Bankruptcy Court
for the Southern District of New York disallowing and expunging his
Amended Claim against the Debtor Executive Trustee Services, LLC
("ETS"). Moss, an attorney, is appearing pro se. The claim arises
out of ETS's actions as purported trustee leading up to and
conducting a nonjudicial foreclosure sale of Moss's home. The sale
was later vacated. In an opinion and order dated August 24, 2015
(the "Bankruptcy Court Opinion"), the Bankruptcy Court found that
the Amended Claim does not sufficiently plead that ETS acted with
malice to overcome the privilege accorded trustees, and on that
basis disallowed the claim.
A full-text copy of the Opinion and Order dated June 2, 2016, is
available at https://is.gd/GWo6Mr from Leagle.com.
Alan Moss, Appellant, Pro Se.
ResCap Borrower Claims Trust, Appellee, is represented by Norman S.
Rosenbaum, Esq. --
nrosenbaum@mofo.com -- Morrison & Foerster LLP.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the
conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.
Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.
REVLON CONSUMER: Moody's Puts Ba3 CFR Under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Revlon Consumer
Products Corporation under review for downgrade. These include the
company's Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating, Ba2 senior secured bank credit facilities and B2
senior unsecured debt ratings. Moody's affirmed the company's
SGL-1 Speculative Grade Liquidity rating. The review for downgrade
follows the company's announcement that it has entered into an
agreement to acquire Elizabeth Arden ("Arden", Caa1) for
approximately $900 million. The acquisition is expected to close
during the second half of 2016, subject to customary regulatory and
closing conditions.
Revlon has agreed to purchase all of the common stock of Arden for
a total of $419 million and will assume around $423 million of
Arden's debt outstanding (as of March 2016) and $50 million of
preferred stock, both of which will be retired at closing through
change of control provisions. Revlon also will refinance
approximately $1.3 billion of its existing term loans and its $175
million ABL facility. Revlon plans to fund the proposed
transactions through a combination of new secured and unsecured
debt, which will be a significant leveraging event. Moody's
estimates that debt/EBITDA will increase from 5.4x as of 3/31/2016,
to over 7x at closing. This does not include the $140 million in
cost synergies Revlon plans to achieve over the 3-5 years following
the closing.
Ratings placed under review for downgrade:
Revlon Consumer Products Corporation
-- Corporate Family Rating at Ba3;
-- Probability of Default Rating at Ba3-PD;
-- Senior Secured Bank credit facilities at Ba2 (LGD 3);
-- Senior Unsecured Bond at B2 (LGD 5).
Rating affirmed:
Revlon Consumer Products Corporation
-- Speculative Grade Liquidity Rating at SGL-1
The outlook was changed to Rating Under Review from Developing
RATINGS RATIONALE
Moody's review will focus on the Revlon's financing strategy for
the proposed acquisition, including the final capital structure and
impact on liquidity and credit metrics. Moody's also will examine
the details of the anticipated post acquisition cost synergies,
including expected timing and upfront costs. Finally, the review
will examine the integration plan and the longer-term prospects for
fundamental operating performance of the combined entity.
The principal methodology used in these ratings was that for the
Global Packaged Goods published in June 2013
Revlon, headquartered in New York, NY, is a worldwide cosmetics,
hair color, hair care, men's grooming products, beauty tools,
fragrance, and personal care products company. The company is a
wholly-owned subsidiary of publicly-traded Revlon, Inc., which is
majority-owned by MacAndrews & Forbes (M&F). M&F is wholly-owned
by Ronald O. Perelman. Revlon's principal brands include Revlon,
Revlon Professional, CND, Almay, American Crew and Mitchum.
Revlon's net sales for the 12 months ended March 31, 2016, were
approximately $1.9 billion.
REVLON CONSUMER: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings said that it placed its ratings, including its
'B+' corporate credit rating, on Revlon Consumer Products Corp. on
CreditWatch with negative implications, meaning S&P could either
lower or affirm the ratings following the completion of S&P's
review.
The CreditWatch placement follows Revlon's announcement that it
will acquire all of the outstanding shares of Elizabeth Arden for
$14 per share in cash. The transaction, valued at about $870
million, also includes repayment of Elizabeth Arden's debt and
preferred stock. Revlon has secured approximately $2.6 billion of
financing to fund the acquisition, refinance debt at Elizabeth
Arden, and to refinance Revlon's existing outstanding bank term
loans of approximately $1.3 billion. In addition, the company
plans to refinance and upsize its revolving credit facility to $400
million from $175 million currently.
"We believe the transaction would weaken Revlon's credit protection
measures beyond our current expectations for the company to
maintain debt leverage below 5.5x," said S&P Global Ratings credit
analyst Mariola Borysiak.
Pro forma for the acquisition, S&P estimates debt leverage will
increase toward high-single digit area during the year following
finalization of the transaction, before returning below 6x once the
company realizes operational synergies over the next couple of
years.
Although the proposed transaction weakens Revlon's credit
protection measures initially, S&P believes it enhances the
company's position in the cosmetics industry. In S&P's view, the
acquisition of Elizabeth Arden's brands provides a new growth
platform by expanding Revlon's presence to key beauty categories:
prestige and fragrance. In addition, it provides new channels of
distribution and strengthens the company's geographic
diversification with new growth opportunities in Asia-Pacific and
China.
The ratings will remain on CreditWatch until the final capital
structure of the transaction is determined and S&P assess the
timing and success of planned synergies, the company's cash flow
generation capabilities, and the amount and timing of its planned
deleveraging.
REXFORD PROPERTIES: Court Denies Bid Directing Parties to File Docs
-------------------------------------------------------------------
Claimants/Creditors The 1979 Ehrlich Investment Trust, Lee
Investment Company LP, Lurline Gardens Limited Housing Partnership,
Rexford Development Corp., and Rexford Development of Nevada LLC
filed their Motion for Order Directing Parties To File Documents
Under Seal Under LBR 5003-2, For Hearing on USF&G's Objections to
Claim Nos, 17 Through 21 and Other Contested Matters.
The Motion requests an order, pursuant to Bankruptcy Code section
107, authorizing and requiring all parties in interest to file
under seal any "Confidential Information" filed in connection with
the pending objections to the Claimants' claims in these cases by
creditor United States Fidelity & Guaranty Company ("USF&G") and
other contested matters.
Judge Martin R. Barash of the United States Bankruptcy Court for
the Central District of California, San Fernando Valley Division
denied the Motion without prejudice in the case captioned In re:
REXFORD PROPERTIES, LLC, a California limited liability company,
Chapter 11, Debtor, Case No. 15-bk-12116-MB.
A full-text copy of the Memorandum Decision dated June 6, 2016 is
available at https://is.gd/WhpdO0 from Leagle.com.
Rexford Properties LLC, Debtor, is represented by Michael M Lauter,
Esq. -- mlauter@sheppardmullin.com -- Sheppard Mullin.
United States Trustee, U.S. Trustee, is represented by S Margaux
Ross.
About Rexford Properties
Rexford Properties LLC is a California limited liability company
that owns the Island Waterpark in Fresno, California. The
Waterpark is a family friendly water-themed amusement park
featuring a variety of rides and attractions including a wave
park,
a lazy river, a three story water slide, and other attractions for
both children and adults. The Waterpark is located on a plot of
land off Highway 99 and Shaw Avenue in Fresno. Rexford owns the
underlying land and the improvements and other assets of the
Waterpark, and utilizes the assistance of third party
manager/independent contractor to operate the Waterpark.
Rexford Properties LLC filed for Chapter 11 protection (Bank. C.D.
Cal. Case No. 15-12116) on June 16, 2015. The petition was signed
by Lisa Ehrlich, managing member. Bankruptcy Judge Martin R.
Barash presides over the case.
The Debtor disclosed total assets of $1,107,620 plus an unknown
amount and total liabilities of $12,883,441.
Prepetition, the Debtor obtained a series of loans from companies
related to the Ehrlich family to construct the Waterpark, but all
were unsecured. The only secured loan that the Debtor has is the
postpetition debtor-in-possession loan approved by the Court in an
order entered Dec. 31, 2015. The lender under the DIP Loan is The
1979 Ehrlich Investment Trust, and the total maximum principal
balance of the DIP Loan is $2 million.
Michael M. Lauter, Esq., at Sheppard Mullin Richter & Hampton LLP,
represents the Debtor in its restructuring effort.
SABINE OIL: Court Denies Nordheim's Appeal Bids
-----------------------------------------------
In the adversary proceedings captioned SABINE OIL & GAS
CORPORATION, et al., Plaintiffs vs. HPIP GONZALES HOLDINGS, LLC,
Defendant, Adversary Proceeding No. 16-01042 (SCC)(Bankr.
S.D.N.Y.), and SABINE OIL & GAS CORPORATION, et al., Plaintiffs vs.
NORDHEIM EAGLE FORD GATHERING, LLC, Defendant, Adversary Proceeding
No. 16-01043 (SCC)(Bankr. S.D.N.Y.), Judge Shelley C. Chapman of
the United States Bankruptcy Court for the Southern District of New
York issued a memorandum order and decision denying:
(i) the motion of Nordheim Eagle Ford Gathering, LLC for an
order staying the Court's May 11, 2016 Order Authorizing Rejection
of Certain Executory Contracts (the "Rejection Order") pending
Nordheim's appeal of the Rejection Order;
(ii) Nordheim's expedited request for direct certification to
the United States Court of Appeals for the Second Circuit of its
appeal of the Rejection Order;
(iii) Nordheim's motion for an order staying the Court's May 11,
2016 Order on Debtors' Motion for Summary Judgment and Nordheim's
Motion for Judgment on the Pleadings (the "Nordheim Summary
Judgment Order") pending Nordheim's appeal of the Nordheim Summary
Judgment Order; and
(iv) Nordheim's expedited request for direct certification to
the Second Circuit of its appeal of the Nordheim Summary Judgment
Order.
A full-text copy of Judge Chapman's June 15, 2016 order is
available at http://bankrupt.com/misc/SABINEOIL12670615.pdf.
The bankruptcy case is In re: SABINE OIL & GAS CORPORATION, et al.,
Debtors, Case No. 15-11835(SCC)(Bankr. S.D.N.Y.)
Debtors are represented by:
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
By: Jonathan S. Henes, P.C.
Christopher Marcus, P.C.
Email: jonathan.henes@kirkland.com
christopher.marcus@kirkland.com
300 North LaSalle
Chicago, IL 60654
By: Ryan Blaine Bennett, Esq.
Email: ryan.bennett@kirkland.com
555 California Street
San Francisco, CA 94104
By: Mark McKane, P.C.
Email: mark.mckane@kirkland.com
600 Travis Street
Houston, TX 77002
By: Anna Rotman, P.C.
Nicolas Thompson, Esq.
Email: anna.rotman@kirkland.com
nicolas.thompson@kirkland.com
Nordheim Eagle Ford Gathering, LLC is represented by:
BRACEWELL LLP
1251 Avenue of the Americas, 49th Floor
New York, NY 10020
By: Robert G. Burns, Esq.
Email: robert.burns@bracewelllaw.com
711 Louisiana Street, Suite 2300
Houston, TX 77002
By: William A. (Trey) Wood III, Esq.
Jason G. Cohen, Esq.
Yvonne Y. Ho, Esq.
Email: trey.wood@bracewelllaw.com
jason.cohen@bracewelllaw.com
yvonne.ho@bracewelllaw.com
HPIP Gonzales Holdings, LLC is represented by:
LATHAM & WATKINS LLP
885 Third Avenue
New York, NY 10022
By: Keith A. Simon, Esq.
Paul A. Serritella, Esq.
Annemarie V. Reilly, Esq.
Email: keith.simon@lw.com
paul.serritella@lw.com
annemarie.reilly@lw.com
About Sabine Oil & Gas Corporation
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the North
Louisiana Haynesville. The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315 non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee has also engaged Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
SAEXPLORATION HOLDING: Moody's Cuts Prob. of Default Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service downgraded SAExploration Holding, Inc.'s
(SAEX) Probability of Default Rating (PDR) to Ca-PD from Caa2-PD
and rating on its notes to Caa3 from Caa2. The company's Caa2
Corporate Family Rating (CFR) was affirmed. The Speculative Grade
Liquidity Rating (SGL) is unchanged at SGL-4. The ratings outlook
is negative.
"The rating downgrade on SAExploration's notes reflects our
expectation that the company's debt exchange will result in a loss
of capital for existing bondholders," stated James Wilkins, a
Moody's Vice President.
The following summarizes the ratings activity.
Issuer: SAExploration Holdings, Inc.
Ratings downgraded:
Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD
-- Senior Secured Regular Bond/Debenture, Downgraded to Caa3
(LGD4) from Caa2 (LGD3)
Ratings affirmed:
Corporate Family Rating, Affirmed at Caa2
Ratings Unchanged:
Speculative Grade Liquidity Rating, SGL-4
Outlook:
Outlook, Negative
RATINGS RATIONALE
The downgrade of SAEX's PDR reflects Moody's expectation that the
company will default under Moody's definition of default following
its exchange of existing notes for new notes with a principal
amount equal to one-half of the existing notes' par value plus
shares of common stock, as outlined in the restructuring support
agreement disclosed on 13 June 2016 by the company. The rating on
SAEX's notes was downgraded to Caa3 to reflect Moody's expectation
current bondholders will realize a recovery rate of 65% to 80% on
existing bonds as a result of the exchange offer. The agreement
with bond holders will reduce its long-term debt by one half
through an exchange offer as well as provide the liquidity to
continue operating while the company addresses the challenge of
monetizing a large receivable from one customer ($88 million as of
31 March 2016). Moody's expects the new $30 million term loan
(unrated) will be repaid as receivables are collected. Moody's
expects the balance sheet restructuring will be credit positive for
SAEX when it is completed, but current bondholders will not receive
the principal and interest payments originally owed to them.
The company's Caa2 CFR and SGL-4 Speculative Grade Liquidity Rating
reflects SAEX's weak liquidity and the industry headwinds facing
the company that will negatively impact cash flows. Without the
actions outlined in the restructuring support agreement, SAEX might
not have sufficient liquidity to make its $7 million interest
payment on July 15, 2016, and to continue operating. SAEX's
liquidity is supported by its cash balances, funds from operations,
revolving credit facility and a new $30 million term loan, if it is
established as contemplated under the restructuring support
agreement. The company disclosed in its fourth quarter 2015
earnings release that a large receivable ($88 million as of 31
March 2016) due from a customer is dependent on monetization of
exploration tax credits provided by the State of Alaska. The timing
of collection of funds by SAEX is uncertain. The proposed $30
million term loan and reduced interest payments should give the
company sufficient flexibility to fund its operations until the
State of Alaska tax credits can be monetized.
The company has a $20 million revolving credit facility ($13.8
million drawn as of 13 June 2016) which is subject to a borrowing
base calculation. The borrowing base is a function of 85% of
eligible accounts receivable plus 85% of the net liquidation value
of existing PP&E (subject to a $20 million maximum) less any
reserves established by the lender. If the borrowings under the
revolver exceed $5 million, SAEX is subject to a minimum rolling 12
months EBITDA requirement of $20 million on a consolidated basis
and $8 million on the operations in Alaska. SAEX's alternative
liquidity is weak given its small tangible asset base and the
limited marketability and useful life of its equipment. The
revolver matures on November 6, 2017, and the notes mature on July
15, 2019. Moody's expects the company to refinance its revolver
well before the maturity date.
SAEX's ratings reflects its narrow business focus on early stage
exploration and concession leasing activities which are inherently
volatile, the small size of its asset and earnings base within the
broader oilfield services industry, and the risky nature of its
operations in remote and challenging geographic locations. It
relies on a few customers for the majority of its revenues and has
limited contract visibility beyond 12-18 months. The company's core
seismic data acquisition services are subject to wide variations in
customer demand and significant competition. However, SAEX benefits
from having few competitors for its comprehensive packaged services
in remote locations, multi-year relationships with many large
upstream companies and exposure to several geographic markets.
The negative outlook reflects uncertainty over the company's
liquidity. The ratings could be downgraded if liquidity
deteriorated. The ratings could be upgraded if liquidity improved,
industry conditions supported stable revenues and interest coverage
was expected to remain above 1.75x on a sustained basis.
SAExploration Holdings, Inc. (SAEX), headquartered in Houston,
Texas, is a provider of seismic data acquisition and related
logistical services to the global upstream oil and gas industry.
SAMSON RESOURCES: Extends Time to Assume Tulsa Lease
----------------------------------------------------
Samson Resources Corporation, et al., and Metropolitan Tulsa
Investments LLC, Mercury Tulsa, LLC, and Lancaster Tulsa, LLC, file
with the U.S. Bankruptcy Court for the District of Delaware their
stipulation extending the time period within which the Debtors may
assume or reject the Tulsa Lease through the effective date of any
Chapter 11 plan confirmed in these Chapter 11 cases.
Debtor Samson Investment Company and the Landlord are parties to
that certain lease agreement dated October 29, 2013, as amended
from time to time, for premises located at Williams Center Tower
II, Two West Second Street, in Tulsa, Oklahoma.
The Debtors and the Landlord previously agreed to extend the time
period within which the Debtors may assume or reject the Tulsa
Lease through and including July 14, 2016. As set forth in the
Stipulation, the Landlord has granted its prior written consent to
a further extension.
The Parties inform the Court that the Stipulation and proposed
order have been circulated to, and are acceptable to, the Debtors,
the U.S. Trustee, and the Committee.
Metropolitan Tulsa Investments LLC, Mercury Tulsa, LLC, and
Lancaster Tulsa, LLC, are represented by:
Samuel S. Ory, Esq.
FREDERIC DORWART, LAWYERS
124 East Fourth Street
Tulsa, OK 74103-5010
Telephone: (918) 583-9913
Facsimile: (918) 583-8251
E-mail: sory@fdlaw.com
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' Investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan, a copy of whose Disclosure Statement is available at
http://bankrupt.com/misc/SAMSONds0517.pdf
The Plan contemplates an exchange of First Lien Claims for new
first lien debt (including commitments under a new reserve-based
revolving credit facility), Cash (including proceeds from Asset
Sales, if any), and new common equity.
In a subsequent filing, the Creditors Committee submitted a motion
in court seeking the termination of the Debtors' exclusivity
periods to file, and solicit acceptances for that, a Chapter 11
plan. As reported in the May 26, 2016 edition of The Troubled
Company Reporter, the Committee claimed that "the Debtors' Amended
Plan on file represents a no win choice for unsecured creditors:
vote for the plan and get less than one would in a Chapter 7
liquidation; fight the plan and either get nothing or end up six
months down the road with no plan and administrative expenses
running out of control."
SAMSON RESOURCES: Has Access to Cash Collateral Until June 15
-------------------------------------------------------------
Judge Christopher S. Sontchi has entered seven interim orders
authorizing Samson Resources Corporation, et al.'s use of cash
collateral. As agreed by the Debtors, the agents for the Debtors'
first and second lien credit facilities, and the official committee
of unsecured creditors, the judge entered the fifth cash collateral
order, which extends the termination date of the Debtors' access to
cash collateral until June 15, 2016.
The final hearing on the Motion was scheduled for June 14.
A copy of the Seventh Interim Cash Collateral Order is available
for free at:
http://bankrupt.com/misc/SAMSONRESOURCES_7thInt_CashColl.pdf
Samson Resources owes its lenders more than $1.9 billion as of
Sept. 16, 2015. JPMorgan Chase Bank N.A. and Deutsche Bank Trust
Company Americas serve as administrative agents for the lenders,
court filings show.
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' Investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan, a copy of whose Disclosure Statement is available at
http://bankrupt.com/misc/SAMSONds0517.pdf
The Plan contemplates an exchange of First Lien Claims for new
first lien debt (including commitments under a new reserve-based
revolving credit facility), Cash (including proceeds from Asset
Sales, if any), and new common equity.
In a subsequent filing, the Creditors Committee submitted a motion
in court seeking the termination of the Debtors' exclusivity
periods to file, and solicit acceptances for that, a Chapter 11
plan. As reported in the May 26, 2016 edition of The Troubled
Company Reporter, the Committee claimed that "the Debtors' Amended
Plan on file represents a no win choice for unsecured creditors:
vote for the plan and get less than one would in a Chapter 7
liquidation; fight the plan and either get nothing or end up six
months down the road with no plan and administrative expenses
running out of control."
SAMSON RESOURCES: Objects to Committee's Bid to End Exclusivity
---------------------------------------------------------------
Samson Resources Corporation, et al., Deutsche Bank Trust Company
Americas, and JPMorgan Chase Bank, N.A., separately file with the
U.S. Bankruptcy Court for the District of Delaware objections to
the Official Committee of Unsecured Creditors' motion to terminate
the exclusive periods during which the Debtors may file a Chapter
11 plan and solicit acceptances of the plan.
JPMorgan Chase is the administrative and collateral agent (the
"First Lien Agent") under that certain Credit Agreement, dated as
of December 21, 2011, by and among Samson Investment Company, the
First Lien Agent and the lenders party thereto.
Deutsche Bank is the successor administrative agent and collateral
agent (the "Second Lien Agent"), under that certain Second Lien
Term Loan Credit Agreement, dated as of September 25, 2012, by and
between Samson Investment Company, the Second Lien Agent and the
lenders party thereto.
The Debtors contend that the Motion asks the Court to upend a
year's worth of restructuring negotiations that have resulted in a
settlement with the First Lien Lenders that provides for the
consensual conversion of a significant part of the Debtors' first
lien debt into equity, offers the Debtors exit financing to fund
post-bankruptcy operations, and delivers substantial value to
unsecured creditors. The Debtors add that the Motion improperly
interfered with their ongoing marketing process, and constitutes an
improper solicitation.
JPMorgan Chase alleges that the Committee seeks to preempt the
Debtors' Amended Plan, negotiated to restructure obligations to
parties that the Debtors acknowledged as their fulcrum
stakeholders, with a new competing plan that would give primacy to
the parochial interests of junior creditors -- in particular, the
holders of Senior Notes that, by the Committee's own math, were
more than a billion dollars out of the money at the inception of
these Chapter 11 cases. JPMorgan Chase further alleges that the
Committee has insisted on advancing the same agenda in every
iteration of those negotiations: a plan that, in the guise of a
so-called "new money" investment, allows those noteholder
constituents to try to recoup their losses on their bad prepetition
investments by buying a controlling stake (and all of the potential
upside, if any) in the reorganized Debtors in a preferred equity
issuance, ranking ahead of common equity to be issued to existing
claimants (including senior creditors on their potential deficiency
claims).
Deutsche Bank, on behalf of the Second Lien Secured Parties, notes
that they have long advocated for the Debtors' pursuit of a
marketing process to inform the parties' views on value, and that
marketing process is well underway, and its results will
undoubtedly influence all parties' perspectives on the current
Plan. Terminating exclusivity now so that the Committee can file a
competing plan in the middle of this marketing process is ill-timed
and potentially harmful to the marketing process, Deutsche Bank
contends. Deutsche Bank adds that the Committee's opposition to
the current Plan is duly noted, but it should be addressed in the
context of all parties trying to reach consensus on a single plan.
JPMorgan Chase Bank, N.A., as First Lien Agent, is represented by:
Jeffrey M. Schlerf, Esq.
L. John Bird, Esq.
FOX ROTHSCHILD LLP
Citizens Bank Center
919 North Market Street, Suite 300
Wilmington, DE 19801
Telephone: (302) 654-7444
Facsimile: (302) 656-8920
E-mail: jschlerf@foxrothschild.com
lbird@foxrothschild.com
- and -
Sean T. Scott, Esq.
MAYER BROWN LLP
71 S. Wacker Drive
Chicago, IL 60606
Telephone: (312) 782-0600
Facsimile: (312) 701-7711
E-mail: stscott@mayerbrown.com
- and -
Charles S. Kelley, Esq.
MAYER BROWN LLP
700 Louisiana St., Suite 3400
Houston, TX 77002-2730
Telephone: (713) 238-2634
Facsimile: (713) 238-4634
E-mail: ckelley@mayerbrown.com
Deutsche Bank Trust Company Americas, as Second Lien Agent, is
represented by:
John H. Knight, Esq.
Joseph C. Barsalona II, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, 920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: knight@rlf.com
barsalona@rlf.com
- and -
Ana M. Alfonso, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 728-8000
Facsimile: (212) 728-8111
E-mail: aalfonso@willkie.com
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' Investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan, a copy of whose Disclosure Statement is available at
http://bankrupt.com/misc/SAMSONds0517.pdf
The Plan contemplates an exchange of First Lien Claims for new
first lien debt (including commitments under a new reserve-based
revolving credit facility), Cash (including proceeds from Asset
Sales, if any), and new common equity.
In a subsequent filing, the Creditors Committee submitted a motion
in court seeking the termination of the Debtors' exclusivity
periods to file, and solicit acceptances for that, a Chapter 11
plan. As reported in the May 26, 2016 edition of The Troubled
Company Reporter, the Committee claimed that "the Debtors' Amended
Plan on file represents a no win choice for unsecured creditors:
vote for the plan and get less than one would in a Chapter 7
liquidation; fight the plan and either get nothing or end up six
months down the road with no plan and administrative expenses
running out of control."
SAMSON RESOURCES: Seeks March 2017 Extension of Exclusive Period
----------------------------------------------------------------
Samson Resources Corporation, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the periods during which the
Debtors have the exclusive right to (i) file a chapter 11 plan by
five months, through and including March 16, 2017, and (ii) solicit
votes accepting or rejecting a plan by five months, through and
including May 16, 2017, without prejudice to the Debtors' right to
seek further extensions.
The Debtors also ask the Court to strike the Official Committee of
Unsecured Creditors' motion to terminate the exclusive periods from
the record as a violation of the Debtors' Filing Exclusive Period
and Solicitation Exclusive Period and to impose other sanctions the
Court deems appropriate.
Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP,
in Wilmington, Delaware -- dpacitti@klehr.com -- says that the
Debtors' inclusive and transparent process has resulted in a plan
that appropriately recognizes the legitimate claims of their
creditors and that is confirmable. The Debtors' proposed plan,
predicated on a consensual conversion of the first lien lenders'
claims into debt, cash, and equity, offers substantial value for
junior creditors and a viable path out of Chapter 11. Further, he
continues, the Debtors' proposed scheduling order will facilitate
the prompt and orderly conclusion of these cases by allowing for
any discovery that still needs to be taken and giving the Committee
and all parties a full and fair opportunity to make their arguments
in the context of confirmation.
The Debtors carefully analyzed the Committee's arguments and found
them to be without merit, and as fiduciaries for the entire estate,
the Debtors have appropriately refused to put forth a plan that is
predicated on invalid legal theories just because it may help
increase the economic recoveries of one class of creditors, Mr.
Pacitti says. He contends that there is no reason why the
Committee needs a competing plan to make its case.
Accordingly, Mr. Pacitti says, the Debtors' exclusivity should be
extended, not terminated because they have made good faith progress
in their restructuring. He adds, among other things, that the
Debtors' Plan formulation process has been fair and inclusive.
The Court will commence a hearing on July 14, 2016, at 11:00 a.m.,
to consider the Motion. Objections are due on July 7.
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' Investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan, a copy of whose Disclosure Statement is available at
http://bankrupt.com/misc/SAMSONds0517.pdf
The Plan contemplates an exchange of First Lien Claims for new
first lien debt (including commitments under a new reserve-based
revolving credit facility), Cash (including proceeds from Asset
Sales, if any), and new common equity.
In a subsequent filing, the Creditors Committee submitted a motion
in court seeking the termination of the Debtors' exclusivity
periods to file, and solicit acceptances for that, a Chapter 11
plan. As reported in the May 26, 2016 edition of The Troubled
Company Reporter, the Committee claimed that "the Debtors' Amended
Plan on file represents a no win choice for unsecured creditors:
vote for the plan and get less than one would in a Chapter 7
liquidation; fight the plan and either get nothing or end up six
months down the road with no plan and administrative expenses
running out of control."
SAMSON RESOURCES: US Trustee Opposes Committee's Motion to Seal
---------------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
objects to the motion of the Official Committee of Unsecured
Creditors for authority to file certain information under seal in
connection with its motion to terminate the Debtors' exclusive
period to file Chapter 11 plan and solicit acceptances thereof.
The Exclusivity Motion publicly filed on the record contains two
exhibits, which have been redacted in their entirety and are the
subject of the Motion. One exhibit is the Committee's term sheet
for its proposed alternative plan. The second exhibit sought to be
redacted describes various litigation claims the Committee believes
may be brought on behalf of the bankruptcy estates.
The U.S. Trustee asserts that the information sought to be sealed
does not fall within the parameters of Section 107 of the
Bankruptcy Code or Rule 9018 of the Federal Rules of Bankruptcy
Procedure and, hence, the Motion should be denied.
All or a very significant portion of the information the Committee
seeks to seal is information that would either be included in one
or more plan provisions and included in the accompanying disclosure
statement, the U.S. Trustee contends. He argues that the
underlying information the Committee seeks to seal is germane to
the outcome of the Exclusivity Motion and is germane to the future
progress of this case.
The U.S. Trustee is represented by:
David L. Buchbinder, Esq.
Natalie Cox, Esq.
TRIAL ATTORNEYS, OFFICE OF THE UNITED STATES TRUSTEE
J. Caleb Boggs Federal Building
844 King Street, Suite 2207
Wilmington, DE 19801
Telephone: (302) 573-6491
Facsimile: (302) 573-6497
E-mail: david.l.buchbinder@usdoj.gov
natalie.cox@usdoj.gov
About Samson Resources Corporation
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' Investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors. The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.
* * *
The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan, a copy of whose Disclosure Statement is available at
http://bankrupt.com/misc/SAMSONds0517.pdf
The Plan contemplates an exchange of First Lien Claims for new
first lien debt (including commitments under a new reserve-based
revolving credit facility), Cash (including proceeds from Asset
Sales, if any), and new common equity.
In a subsequent filing, the Creditors Committee submitted a motion
in court seeking the termination of the Debtors' exclusivity
periods to file, and solicit acceptances for that, a Chapter 11
plan. As reported in the May 26, 2016 edition of The Troubled
Company Reporter, the Committee claimed that "the Debtors' Amended
Plan on file represents a no win choice for unsecured creditors:
vote for the plan and get less than one would in a Chapter 7
liquidation; fight the plan and either get nothing or end up six
months down the road with no plan and administrative expenses
running out of control."
SANDERS NURSERY: Court Approves Disclosure Statement
----------------------------------------------------
Judge Tom R. Cornish of the United States Bankruptcy Court for the
Eastern District of Oklahoma approved debtor Sanders Nursery &
Distribution Center, Inc.'s disclosure statement to accompany the
first amended plan of reorganization, including the revised
language to Article XVI included in the debtor's response.
The case is In re: Sanders Nursery & Distribution Center, Inc.,
Debtor, Case No. 15-81312- TRC (Bankr. E.D. Okla.).
A full-text copy of Judge Cornish's June 17, 2016 order is
available at http://bankrupt.com/misc/SANDERS1760617.pdf.
SANDRIDGE ENERGY: "Gernandt" Suit Stayed Against Non-Debtors
------------------------------------------------------------
Judge Timothy D. DeGiusti of the United States District Court for
the Western District of Oklahoma extended to the non-debtor
defendants the Section 362 automatic stay of the consolidated class
action against Sandridge Energy, Inc., and stayed the case in its
entirety pending the resolution of SandRidge's bankruptcy.
The consolidated case is BARTON GERNANDT, JR., individually and on
behalf of all others similarly situated, Plaintiff, v. SANDRIDGE
ENERGY, INC., et al., Defendants; CHRISTINA A. CUMMINGS, on behalf
of the SandRidge Energy, Inc. 401(k) Plan, herself, and
alternatively, a class consisting of similarly situated
participants of the Plan, Plaintiff, v. SANDRIDGE ENERGY, INC., et
al., Defendants; RICHARD A. MCWILLIAMS, individually and on behalf
of SandRidge Energy, Inc. 401(k) Plan, and all others similarly
situated, Plaintiff, v. SANDRIDGE ENERGY, INC., et al., Defendants,
Case No. CIV-15-834-D, Consolidated with Case No. CIV-15-892-D.,
CIV-15-1001-D (W.D. Okla.).
A full-text copy of Judge DeGiusti's June 7, 2016 order is
available at https://is.gd/bA5Olr from Leagle.com.
Barton Gernandt, Jr, Plaintiff, represented by Jason E Roselius,
Mattingly & Roselius PLLC, Tanner W Hicks -- tanner@mroklaw.com --
Mattingly & Roselius PLLC, Donna S Moffa -- dmoffa@ktmc.com --
Kessler Topaz Meltzer & Check LLP, Edward W Ciolko --
eciolko@ktmc.com -- Kessler Topaz Meltzer & Check LLP, Emmanuel E
Edem, Norman & Edem PLLC, James A Maro, Jr. -- jmaro@ktmc.com --
Kessler Topaz Meltzer & Check LLP, Julie Eve Siebert-Johnson --
jsjohnson@ktmc.com -- Kessler Topaz Meltzer & Check LLP, Mark K
Gyandoh -- mgyandoh@ktmc.com -- Kessler Topaz Meltzer & Check LLP,
Robert I Harwood -- rharwood@hfesq.com -- Harwood Feffer LLP &
Tanya Korkhov -- tkorkhov@hfesq.com -- Harwood Feffer LLP.
Christina A Cummings, Plaintiff, represented by Emmanuel E Edem,
Norman & Edem PLLC, L Mark Bonner, Norman & Edem PLLC, Michael
Jason Klein -- mklein@ssbny.com -- Stull Stull & Brody, Tanner W
Hicks -- tanner@mroklaw.com -- Mattingly & Roselius PLLC & Mark K
Gyandoh -- mgyandoh@ktmc.com -- Kessler Topaz Meltzer & Check LLP.
Richard A McWilliams, Plaintiff, represented by Daniel M Delluomo,
Delluomo & Crow, Tanner W Hicks, Mattingly & Roselius PLLC, Mark K
Gyandoh, Kessler Topaz Meltzer & Check LLP, Daniel M Delluomo,
Delluomo & Crow, Mark K Gyandoh, Kessler Topaz Meltzer & Check LLP
& Tanner W Hicks, Mattingly & Roselius PLLC.
Joe L. Rayos, Plaintiff, represented by Tanner W Hicks, Mattingly &
Roselius PLLC & Mark K Gyandoh, Kessler Topaz Meltzer & Check LLP.
Sandridge Energy Inc, Stephen C Beasley, Jim J Brewer, Everett R
Dobson, William A Gilliland, Daniel W Jordan, Edward W Moneypenny,
Roy T Oliver, Jr, Jeffrey S Serota, J Michael Stice, Alan J Weber,
Dan A Westbrook, Mary L Whitson, Robert Scott Griffin, Cindy Green,
The Employee Benefits and Compensation Committee of Sandridge
Energy Inc, The Investment Committee of Sandridge Energy Inc,
Defendants, represented by Alexander K Talarides, Orrick Herrington
& Sutcliffe, Brandon P Long, McAfee & Taft, Kenneth P Herzinger,
Orrick Herrington & Sutcliffe, pro hac vice, M Todd Scott, Orrick
Herrington & Sutcliffe, Mark D Spencer, McAfee & Taft & Michael F
Lauderdale, McAfee & Taft.
Tom L Ward, Defendant, represented by Alexander K Talarides, Orrick
Herrington & Sutcliffe, Christopher J Fawal, Latham & Watkins,
George S Corbyn, Jr., Corbyn Hampton PLLC, James C Word, Latham &
Watkins,Kenneth P Herzinger, Orrick Herrington & Sutcliffe, pro hac
vice, M Todd Scott, Orrick Herrington & Sutcliffe, Margaret A
Tough, Latham & Watkins &Steven M Bauer, Latham & Watkins.
James D Bennett, Defendant, represented by Alexander K Talarides,
Orrick Herrington & Sutcliffe, Brandon P Long, McAfee & Taft,
Kenneth P Herzinger, Orrick Herrington & Sutcliffe, pro hac vice,
Mark D Spencer, McAfee & Taft & Michael F Lauderdale, McAfee &
Taft.
Reliance Trust Company, Defendant, represented by Ann W Ferebee,
Bryan Cave, Grant M Lucky, Ryan Whaley Coldiron Shandy PC, John R
Bielema, Jr., Bryan Cave, Michael P Carey, Bryan Cave, Patrick M
Ryan, Ryan Whaley Coldiron Shandy PC & William B Brockman, Bryan
Cave.
Eddie M LeBlanc, Defendant, represented by Kenneth P Herzinger,
Orrick Herrington & Sutcliffe.
About SandRidge Energy
SandRidge Energy, Inc. (OTC PINK: SDOC)
--http://www.sandridgeenergy.com/-- is an oil and natural gas
exploration and production company headquartered in Oklahoma City,
Oklahoma, with its principal focus on developing high-return,
growth-oriented projects in the U.S. Mid-Continent and Niobrara
Shale.
SandRidge Energy, Inc. and 24 of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions
were signed by Julian M. Bott as chief financial officer.
The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC
as restructuring advisor and Prime Clerk LLC as claims and
noticing
agent.
The cases are assigned to Judge David R Jones.
SCHOPFS HILLTOP: Wants Aug. 19 as Exclusive Plan Filing Deadline
----------------------------------------------------------------
Schopf's Hilltop Dairy, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Wisconsin to extend the exclusive periods by 66
days to Aug. 19, 2016, for filing a Chapter 11 plan and Oct. 18,
2016, to solicit acceptances of the plan.
The exclusive period for filing a Plan will expire on June 17,
2016, and the deadline to obtain acceptances of the Plan is Aug.
16, 2016.
Since filing Chapter 11, the Debtor has been exploring all options
to increase its cow numbers, which will allow the Debtor to
optimize the use of its space and create more positive cash flow,
even despite the currently low milk price. The Debtor filed a
motion to incur post-petition purchase money debt to increase the
herd size, which was eventually authorized after a hearing on
objections that had been raised by both Investors Community Bank
and the Farm Service Agency. The Debtor has started to obtain the
additional animals, and although they are milking, due to the one-
month delay between delivery of milk and payment on the milk, the
Debtor's monthly income has not yet begun to increase, although it
should within the next 30 days.
In addition to the activity in this bankruptcy case, ICB filed a
foreclosure suit in state court, which prompted the Debtor to file
an adversary proceeding to enjoin collection activity that could
have flowed from that lawsuit. The parties have an agreement in
place whereby the non-Debtors will make monthly payment toward a
tax escrow fund in exchange for ICB's forbearance from collection
activities against the non-debtor parties, including the Dairyview
Country Store, LLC, which operates the store on the Debtor's
premises, and also guaranteed various of the Debtor's debts to
ICB.
The Debtor has also been continuing to prepare its lawsuit against
Land O' Lakes, related to the tainted feed. The Debtor's herd has
stabilized and the Debtor has preliminary damage figures worked up.
The Debtor anticipates filing the adversary proceeding within the
next two weeks, in order to move forward with its claim against
Land O' Lakes. The outcome of that adversary proceeding will
factor into the Debtor's proposed Plan of Reorganization.
ICB and FSA have also filed a request for production of
documentation under Rule 2004, which the Debtor has provided this
week. This has diverted some of the Debtor's attention away from
the preparation of the lawsuit and other efforts to prepare the
Plan.
While these other issues have been pending, counsel for the Debtor
and CFA have also had some discussions about claim treatment and
the sale of some of CFA's collateral, which would pay a portion of
CFA's claim down. These negotiations are ongoing. The
complexities of this case justify an extension of the Debtor's
exclusive periods.
The Debtor's Plan is dependent upon an increase in the number of
cows in the Debtor's herd, and the corresponding increase to milk
production and income that a change will bring. The Debtor has
made progress in this regard, but additional animals will no doubt
be needed to allow the Debtor to fully fund a reorganization Plan.
The Debtor's Plan of Reorganization is also dependent upon the
retention of the real estate and store. The parties have a
stipulation in place to halt any collection against the store, and
the real estate is not in immediate danger of foreclosure due to
the 12 month redemption period, which is currently running.
Additional time will also allow the parties to commence the Land 'O
Lakes litigation and have a clearer idea of the outcome or any
settlement possibilities in connection with that case, which will
have an impact on the Plan specifics.
Negotiations are ongoing regarding plan treatment of other
creditors in an effort to resolve problems prior to filing the
Plan.
The Debtor's counsel can be reached at:
STEINHILBER, SWANSON, MARES, MARONE & McDERMOTT
John W. Menn, Esq.
107 Church Avenue, P.O. Box 617
Oshkosh, WI 54903-0617
Tel: (920) 426-0456
Fax: (920) 426-5530
E-mail: jmenn@oshkoshlawyers.com
Schopf's Hilltop Dairy, LLC, based in Sturgeon Bay, Wisconsin,
filed a Chapter 11 petition (Bankr. E.D. Wis. Case No. 15-33333) on
December 14, 2015. Hon. Michael G. Halfenger presides over the
case. In its petition, the Debtor estimated $1 million to $10
million in assets and $1 million to $10 million in liabilities.
The petition was signed by Dennis W. Schopf, member.
The Debtor is represented by John W. Menn, Esq., Steinhilber,
Swanson, Mares, Marone & McDermott.
SHEEHAN PIPE LINE: Committee Replies to Motion to Lift Stay
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Sheehan Pipe Line
Construction Company filed a response to the motion for relief from
the automatic stay to pursue surety bond claims filed by Cleveland
Brothers Equipment Company, Inc.
The Committee asks the Court to enter an order determining that the
automatic stay does not apply to creditors' claims against any
surety such as Zurich under any payment bonds pursuant to which the
Debtor is the Contractor so that similarly situated creditors do
not incur fees and expenses to bring similar motions in the
future.
Prior to the Petition Date, the Debtor worked on a number of
so-called "bonded jobs" under which Zurich American Insurance
Company, and its subsidiary, Fidelity and Deposit Company of
Maryland issued performance and payment bonds for the benefit of
creditors providing services and labor to the Debtor on such
projects. Because of the Debtor's bankruptcy, certain claimants
have been pursuing claims on the bonded jobs directly against
Zurich as surety.
Cleveland Brothers is a creditor of the Debtor that holds claims
against the Debtor due to amounts owed on bonded jobs. On May 23,
2016, Cleveland Brothers moved for relief from the automatic stay,
pursuant to Section 362(d)(1) of the Bankruptcy Code, to continue
pursuit of surety bond claims against Zurich for unpaid balances
that the Debtor owes Cleveland Brothers in connection with bonded
jobs.
Cleveland Brothers received from Zurich an offer of payment for an
undisputed portion of one of Cleveland Brothers' surety bond
claims. Cleveland Brothers is seeking stay relief to ensure its
ability to both communicate with Zurich regarding the offer of
payment and to take any and all other actions necessary or
appropriate to pursue its surety bond claims.
Cleveland Brothers does not believe the automatic stay applies to
its surety bond claims, which are against a non-debtor with
independent contractual obligations to third parties for the unpaid
balances. Cleveland Brothers is moving for relief from the
automatic stay only "out of an abundance of caution" to preclude a
situation where a party later argues that the automatic stay does
apply.
The Committee submits that it is not necessary for a claimant to
obtain relief from the automatic stay in order to pursue claims
against Zurich as surety. However, because hundreds of claimants
hold claims against Zurich on bonded jobs and may otherwise bring
similar stay relief motions that would cause the estate and such
creditors to incur additional fees and expenses, and in the
interests of judicial economy, the Committee requests that the
Court enter an order determining that the automatic stay does not
apply to surety bond claims such as the ones that are the subject
of the Motion. This clarity should streamline any additional
motion practice in the Court related to the payment of claims on
bonded jobs.
The Committee is represented by:
Geoffrey S. Goodman, Esq.
Joanne Lee, Esq.
Foley & Lardner LLP
321 N. Clark Street, Suite 2800
Chicago, IL 60654
Tel: (312) 832-4514
Fax: (312) 832-4700
E-mail: ggoodman@foley.com
jlee@foley.com
- and -
Samuel S. Ory, Esq.
Frederic Dorwart, Lawyers
124 E. Fourth Street
Tulsa, OK 74103
Tel: (918) 583-9913
Fax: (918) 583-8521
E-mail: sory@fdlaw.com
Debtors Respond
Cleveland Brothers is seeking a determination that the automatic
stay imposed by Sec. 362 of the Bankruptcy Code does not extend to
its efforts to collect on certain surety bonds issued by Zurich
American Insurance Company and Fidelity and Deposit Company of
Maryland with respect to certain of Sheehan's bonded jobs. In the
alternative, Cleveland Brothers seeks relief from the automatic
stay to the extent it applies to pursue payment under the bonds
issued by Zurich.
Cleveland Brothers claims that it is owed in excess of $12 million
that may be covered by the bonds issued by Zurich. In addition,
there are a substantial number of other creditors who have made
claims against these bonds or who may make such claims in the
future.
The bonds issued by Zurich are alleged by Zurich to be secured by
substantial assets of the Debtor, including asserted liens and
security interests in certain of the Debtor's equipment. In
addition, Zurich claims equitable rights in amounts held by or due
from the project owners under these bonded jobs through an
indemnity agreement executed by the Debtor. The value of this
alleged collateral, as noted in previous pleadings filed with this
Court, is in excess of $39.2 million.
The pursuit of such bonded claims and ultimate payment by Zurich,
including the claims of Cleveland Brothers, could have a
substantial conceivable effect on the Debtor's bankruptcy estate
based upon Zurich's alleged lien and equitable rights in assets of
the Debtor's estate. As such, the Debtor could seek to extend the
stay to Zurich in an effort to maximize the value of the Debtor's
estate under appropriate circumstances.
The Debtor asserts that the automatic stay does not act to preclude
Cleveland Brothers from seeking payment from Zurich, and that the
Motion be denied on that basis. To the extent Cleveland Brothers
is entitled to relief, such relief should not preclude or prevent
the Debtor from (1) seeking to extend the automatic stay or other
appropriate relief in the future concerning bonded claims or (2)
using the jurisdiction of this Court to resolve direct or indirect
disputes concerning the same.
About Sheehan Pipe Line
Sheehan Pipe Line Construction Company, a contractor that
constructs pipelines in various states across the country, filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Oklahoma (Case No. 16-10678) on April 15, 2016, Listing
total assets of $90.2 million and total debt of $68.4 million.
The petition was signed by Robert A. Riess, Sr., as president and
CEO. McDonald, McCann & Metcalf & Carwile, LLP, serves as counsel
to the Debtor. The case is pending before Judge Terrence L.
Michael.
SKAGIT GARDENS: Bid Procedures Approved; Auction Set on June 29
---------------------------------------------------------------
U.S. Bankruptcy Judge Christopher M. Alson has approved bidding
procedures governing the bidding for Skagit Gardens Inc.'s assets.
The final hearing to consider entry of the Sale Order authorizing
and approving the sale of the Acquired Assets, and the assumption
and assignment of the Assumed Contracts, will be held before the
Hon. Christopher M. Alston at the U.S. Bankruptcy Court, Courtroom
7206, 700 Stewart St., Seattle, Washington 98101, on July 6, 2016,
at 9:30 a.m.
Each Alternative Bid must be filed with the Court and served, via
e-mail or hard copy, such that is actually received not later than
5:00 p.m. (PDT) on June 27, 2016. The alternative bids must
delivered value delivered to the Sellers' bankruptcy estate(s) for
distribution to their creditors is at least $300,000 more than that
provided by the Purchase Agreement, including the Break-Up Fee and
the EM Overbid Component.
If the Debtors receive one or more Qualified Alternative Bids, the
Debtors will conduct an auction at the offices of Bush Strout &
Kornfeld, 601 Union St., #5000, Seattle, WA 98101, on June 29,
2016, beginning at 10:00 a.m. (PST) or such later time and date
and/or such other place as the Debtors will notify all bidders who
have submitted Qualified Alternative Bids and the Stalking Horse
Bidder.
About Skagit Gardens
Skagit Gardens Inc. is a wholesale nursery that grows two
categories of plants, finished plants and plugs/liners, each grown
for different types of customers.
Skagit Gardens and three affiliates filed Chapter 11 petitions
(Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The
petitions were signed by Mark Buchholz as president. The cases are
jointly administered under Case No. 16-12879.
The Debtors are represented by Bush Kornfeld LLP, in Seattle,
Washington, as counsel. The cases are assigned to Judge
Christopher M. Alston.
The Debtors listed total assets of $12.5 million and total
liabilities of $19.3 million.
SPORTS AUTHORITY: US Trustee Objects to Gordon Brothers' Hiring
---------------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
objects to Sports Authority Holdings, Inc., et al.'s application to
employ Gordon Brothers Asset Advisors, LLC, doing business as
Gordon Brothers-AccuVal, as appraiser for the Debtors' intellectual
property, nunc pro tunc to April 8, 2016.
According to the Objection, AccuVal seeks to be paid "from the
Debtors' estates, subject to approval by the Court pursuant to
Sections 330 and 331 of the Bankruptcy Code, for any fees, costs or
expenses, arising out of the successful defense of any fee
application by the Firm in these bankruptcy cases in response to
any objection to its fees or expenses."
The Fee Defense Provisions violate the Bankruptcy Code and the
American Rule, ignore the express directives of the United States
Supreme Court, and are otherwise unreasonable, Mr. Vara contends.
The principle known as the American Rule provides that each
litigant pays his own attorney's fees, win or lose, unless a
statute or contract provides otherwise.
The Supreme Court recently held that Section 330(a) of the
Bankruptcy Code does not authorize a court to approve a law firm's
fee for litigating its fee application, Mr. Vara argues, citing
Baker Botts LLP v. ASARCO LLC, ___ U.S. ___, 135 S. Ct. 2158
(2015). He insists that for five separate and independent reasons,
AccuVal cannot circumvent ASARCO by having the same fees approved
as a term or condition of its employment under Section 328(a) of
the Bankruptcy Code.
Unless the Fee Defense Provisions are removed or stricken, the
Court should deny the Application, Mr. Vara says. He adds, among
other things, that the Fee Defense Provisions cannot be approved
under Section 328(a) because they seek to pay professionals for
work not within the scope of their employment.
The Court will commence a hearing on June 28, 2016, at 11:00 a.m.,
to consider the Application.
The U.S. Trustee is represented by:
Hannah Mufson McCollum, Esq.
TRIAL ATTORNEY, OFFICE OF THE UNITED STATES TRUSTEE
UNITED STATES DEPARTMENT OF JUSTICE
J. Caleb Boggs Federal Building
844 N. King Street, Room 2207
Wilmington, DE 19801
Telephone: (302) 573-6491
Facsimile: (302) 573-6497
E-mail: hannah.mccollum@usdoj.gov
About Sports Authority
Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928. The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico. The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands. The Debtors employ 13,000 people.
Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016. The petitions were signed by Michael
E. Foss as chairman & chief executive officer.
The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.
Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors. Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.
STEAMERS THREE: Seeks to Employ Robert Easterling as Attorney
-------------------------------------------------------------
Steamers Three LLC seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Virginia to employ the law firm of
Robert B. Easterling, Esq., under a general retainer as its
attorney in its bankruptcy proceedings.
As counsel, Mr. Easterling will render these services:
(a) Assisting Debtor in the preparation of its schedules,
statements of affairs, and any periodic financial reports
required by the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, Local Rules, the Guidelines of the
United States Trustee or orders of the Court;
(b) Assisting Debtor in its consultations with creditors;
(c) Preparing pleadings and applications and conducting
examinations incidental to the administration of the
estate;
(d) Developing the relationship of Debtor to secured
creditors, unsecured creditors, and other interested
parties;
(e) Representing Debtor in contested matters and adversary
proceedings before the Court and in civil actions that may
be pending in other courts;
(f) Advising Debtor of its rights, duties and obligations
under the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, local rules, orders of this Court and the
Guidelines of the United States Trustee;
(g) Assisting Debtor in the formulation of a plan, including
the preparation of a plan and a disclosure statement for
submission to this Court and to Debtor's creditors;
(h) Assisting Debtor in collecting and filing with the court
acceptances or rejections of a plan;
(i) Performing all those legal services necessary and proper
to the functioning of Debtor's business; and
(j) Taking any and all other necessary actions in the interest
of Debtor, its creditors, and its estate incident to the
proper representation of Debtor and the administration of
this case.
The Debtor discloses the attorney has received from it the sum of
$9,783 in connection with the current representation. The current
hourly charges of the attorney are $325 per hour for attorney time
and $150 per hour for paralegal time.
Based on the statement filed by Mr. Easterling, the Debtor tells
the Court that the Firm is a disinterested person within the
meaning of Section 101(14) of the Bankruptcy Code.
The Firm can be reached at:
Robert B. Easterling, Esq.
2217 Princess Anne Street, Suite 100-2
Fredericksburg, VA 22401
Telephone: (540) 373-5030
Facsimile: (540) 373-5234
E-mail: eastlaw@easterlinglaw.com
Steamers Three LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 16-23596) on May 24,
2016. The Debtor is represented by Robert Easterling, Esq.
STRATEGIC PARTNERS: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Strategic Partners
Acquisition Corp. following its acquisition by New Mountain
Capital. Trojan Merger Sub, Inc. is an acquisition vehicle that
will be the initial borrower under the debt financing, and will be
merged with and into SPI upon closing of the transaction. SPI will
be the surviving entity and will assume the obligations under the
new capital structure. Moody's also assigned a B2 rating to the
company's proposed first lien credit facility, consisting of a $45
million senior secured revolver expiring in 2021 and a $325 million
senior secured term loan due 2023. The rating outlook is stable.
Proceeds from the term loan and $15 million of revolver borrowings,
along with sizeable contributed equity and management rollover,
will be used to finance the acquisition of SPI from Partners Group
and Avista Capital Partners.
Moody's expects SPI to reduce leverage through pay-down of the
revolver and earnings growth to mid-5 times by year-end 2016, and
to maintain good near term liquidity.
Moody's took these rating actions on Trojan Merger Sub, Inc. (to be
renamed Strategic Partners Acquisition Corp.):
-- Corporate Family Rating, assigned at B2;
-- Probability of Default Rating, assigned at B2-PD;
-- Proposed $45 million first lien revolving credit facility
expiring 2021, assigned at B2 (LGD4);
-- Proposed $325 million first lien term loan due 2023,
assigned at B2 (LGD4);
-- Stable outlook
All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation.
RATINGS RATIONALE
SPI's B2 Corporate Family Rating reflects the company's high
leverage, small scale, and narrow product focus on a single
category (medical uniforms), which generated the majority of 2015
revenue. Additionally, the company's customer concentration is a
key constraint on the rating, as it exposes SPI to changes in
vendors' merchandising and pricing strategies. Mitigating these
risks is the stable and growing demand for medical uniforms,
coupled with the category's low fashion risk. The rating also
benefits from the company's well-recognized brands, solid interest
coverage of low-2 times EBITA/interest expense, and good near term
liquidity.
The B2 ratings on the proposed first lien credit facilities
reflects their predominance in the capital structure. The
facilities will benefit from a first-priority interest on
substantially all assets of the borrower and its material domestic
subsidiaries, along with a 65% stock pledge from material foreign
subsidiaries. The credit facilities also benefit from upstream and
downstream guarantees from the parent holding company and all of
its material domestic subsidiaries. The term loan will not contain
any financial maintenance covenants, while the revolver is expected
to contain a springing first lien secured leverage ratio covenant.
The stable outlook reflects Moody's expectations for low- to
mid-single digit earnings growth in the next 24 months and a good
liquidity profile, including positive free cash flow generation and
good revolver availability.
The ratings could be downgraded if the company's overall operating
performance, liquidity profile or relationships with key customers
deteriorate. Quantitatively, the ratings could be downgraded if
debt/EBITDA is maintained above 6 times or EBITA/interest expense
declines below 1.75 times.
The ratings could be upgraded if the company diversifies its
product line, meaningfully increases its size and reduces its
reliance on key customers by growing in other channels, while
maintaining good liquidity. Quantitatively, an upgrade would
require debt/EBITDA to be sustained below 4.5 times and a
commitment to more conservative financial policies.
Headquartered in Chatsworth, California, Strategic Partners, Inc.
designs and distributes medical and school uniform apparel and
related products globally. The company operates using various
trademarks including "Cherokee" and "Dickies". Revenues for the
LTM period ending March 2016 were approximately $312 million.
The principal methodology used in these ratings was Global Apparel
Companies published in May 2013.
SUMMIT MIDSTREAM: Moody's Affirms B1 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service changed Summit Midstream Holdings, LLC's
rating outlook to stable from positive. Concurrently, Moody's
affirmed all other ratings including the B1 Corporate Family
Rating, the B1-PD Probability of Default Rating and the B2 rating
on the company's senior unsecured notes. The SGL-3 Speculative
Grade Liquidity (SGL) Rating was also affirmed. Summit is an
intermediate midstream holding company wholly owned by Summit
Midstream Partners, LP (SMLP), a publicly-traded master limited
partnership (MLP).
Issuer: Summit Midstream Holdings, LLC
Affirmations:
Probability of Default Rating, Affirmed B1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-3
Corporate Family Rating, Affirmed B1
Senior Unsecured Regular Bond/Debentures, Affirmed B2 (LGD 5)
Outlook Actions:
Issuer: Summit Midstream Holdings, LLC
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
The stable outlook reflects higher than expected leverage more
consistent with its B1 CFR. Summit Midstream Partners Holdings,
LLC, a wholly owned subsidiary of Summit Midstream Partners, LLC
(Summit Investments), dropped down several assets including certain
Williston Basin, DJ Basin, and Utica gathering assets into Summit
in early 2016. The Utica assets require significant additional
capital spending and development in order to realize the company's
expected EBITDA and cash flow growth. The execution risk
associated with developing these assets is compounded by stressed
energy industry conditions and challenging capital markets access.
Summit's B1 CFR reflects its growing scale, geographically diverse
asset base and diversified customer base. The rating is also
supported by the company's relatively conservative financial
policies and by a business model with over 95% of its revenue
stream derived from fee-based contracts, which in many cases are
supported by minimum volume commitments and acreage dedications.
With the completion of a sizable drop down in early 2016, no
material assets are left at the incubating parent that could be
dropped down to support future growth. The company's legacy assets
are not likely to provide significant EBITDA and cash flow growth,
exposing the company's financial performance to higher-risk
execution of developing the assets from the recent drop down.
Summit paid $360 million in cash as partial payment for the drop
down assets by borrowing under its revolving credit facility which,
concurrent with the drop down transaction, was upsized from $700
million to $1.25 billion. In addition, the company recognized a
deferred purchase price obligation of $507.4 million upon closing
the acquisition. As of the acquisition date, the estimated future
payment obligation due in 2020 related to the drop down assets was
$860.3 million. The deferred purchase price obligation is subject
to change over time based on the actual performance of the drop
down assets such that, the deferred payment will be calculated
based on a 6.5x multiple of the average 2018 and 2019 actual
adjusted EBITDA from those assets. Further, at the company's
option, it has the ability to satisfy the deferred payment due in
2020 by issuing SMLP common units to Summit Investments. The
company's leverage and distribution coverage are likely to remain
at moderate levels through 2017. The rating is constrained by the
uncertainty associated with the funding structure of this large
deferred purchase price obligation due in 2020.
Summit's unsecured notes ($300 million of 7.5% notes due 2021 and
$300 million of 5.5% notes due 2022) are rated B2, one notch below
the company's B1 CFR, reflecting the priority claim of its
relatively large $1.25 billion revolver to the company's assets.
The B2 rating is more appropriate for the senior unsecured notes
than the rating suggested by Moody's Loss Given Default Methodology
because of the anticipated EBITDA growth from Summit's Utica assets
and the expectation of a greater proportion of unsecured debt in
the future. If the proportion of revolver debt to senior unsecured
notes continues to remain high for an extended period, the
company's senior unsecured notes could get downgraded.
Summit's SGL-3 Speculative Grade Liquidity Rating reflects its
adequate liquidity profile through mid-2017. Summit had $13
million of cash and roughly $529 million remaining undrawn under
its $1.25 billion secured revolving credit facility, whose
commitments expire in November 2018. Capital expenditures are
expected to range from $150 million to $200 million in each of 2016
and 2017. The revolving credit facility has a maximum total
leverage ratio covenant of 5.5x through December 2016 that steps
down to 5.0x thereafter, as well as a minimum interest coverage
ratio requirement of 2.5x. Availability under the revolver could
be constrained by these covenants. Furthermore, at Summit's
option, the total leverage ratio can increase to 5.5x for the
270-day period following the declaration of a defined Acquisition
Period. Summit can also permanently increase its total leverage
ratio threshold to 5.5x, any time at its option, subject to the
inclusion of a 3.75x senior secured leverage ratio. As of
March 31, 2016, Summit was in compliance with the revolving credit
facility's financial covenants. Moody's expects Summit to maintain
compliance with these covenants but EBITDA cushion to the total
leverage ratio covenant is likely to tighten meaningfully when it
steps down to 5.0x in March 31, 2017.
An upgrade is possible if the company demonstrates progress towards
sustaining leverage around 4.5x and distribution coverage around
1.2x, while increasing EBITDA through further development of the
Utica assets. Summit also needs to adequately address the funding
structure of the significant deferred purchase price obligation due
in 2020. A ratings downgrade could be considered if the assets
from the recent drop down underperform, or if leverage exceeds 5.5x
on a sustained basis or distribution coverage drops below 1.1x.
Summit is primarily engaged in natural gas gathering and processing
in the Utica Shale, Williston Basin, Piceance/DJ Basins, Barnett
Shale, and Marcellus Shale.
The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.
SUNEDISON INC: Creditors Committee Taps Alvarez as Fin'l Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of SunEdison, Inc. and certain of its affiliates
seeks authority from the U.S. Bankruptcy Court for the Southern
District of New York to retain Alvarez & Marsal North America, LLC,
to serve as its financial advisors, nunc pro tunc to May 9, 2016.
The Creditors Committee also seeks approval of the terms of A&M's
employment and retention, including the proposed fee structure and
the related indemnity provisions, subject to the standards set
forth in Section 328 of the Bankruptcy Code.
As financial advisors, A&M will provide services to the Creditors
Committee, including:
(a) Assisting with the review and analysis of the Debtors'
"first day" orders and the budgets relating to those
orders;
(b) Assisting with a review of the Debtors' business models,
operations, liquidity, properties, assets and liabilities,
financial condition, and prospects;
(c) Assisting in the review of financial information
distributed by the Debtors to the Creditors Committee,
its advisors, and/or creditors and others, including, but
not limited to, cash flow projections and budgets, cash
receipts and disbursement analyses, and analyses of
various asset and liability accounts;
(d) Attending meetings with the Debtors, the Debtors' lenders
and creditors, the Creditors Committee, any other
official committees organized in these chapter 11 cases,
the United States Trustee, and other parties in interest,
as requested;
(e) Assisting with the review and analysis of the Debtors'
proposed key employee retention and other critical
employee benefit programs;
(f) Assisting in the review and/or preparation of information
and analysis necessary for the confirmation of a plan of
reorganization or liquidation in these chapter 11 cases;
and
(g) Rendering such other general business consulting or other
assistance as the Creditors Committee or its other
retained professionals may deem necessary, consistent with
the role of a financial advisor, that are not duplicative
of services provided by other professionals in these
chapter 11 cases.
The Creditors Committee informs the Court that A&M is not owed any
prepetition fees or expenses related to the Debtors.
Subject to approval by the Court, the Creditors Committee proposes
to employ and retain A&M to serve as the Creditors Committee's
financial advisor on these terms:
(a) A&M will be paid by the Debtors for the services of the
A&M Professionals at these hourly rates:
a. Managing Directors $775-$975
b. Senior Directors $675-$750
c. Directors $600-$650
d. Associates $450-$575
e. Analysts $375-$425
(b) In addition, A&M will be reimbursed for the reasonable
out-of-pocket expenses that A&M professionals incur in
connection with this engagement, such as travel, lodging,
third party duplications, messenger and telephone charges;
reasonable out-of-pocket expenses would include any
reasonable legal fees incurred for A&M's defense of this
Application, subject to Court approval.
(c) All of A&M's compensation and reimbursement of expenses
will be subject to review by the Court. A&M will file
interim and final fee applications for allowance of
compensation and reimbursement of out-of-pocket expenses
pursuant to Sections 330 and 331 of the Bankruptcy Code
and other laws and order;
(d) All advice (written or oral) provided by A&M to the
Creditors Committee in connection with this engagement
will be solely for the benefit and use of the Creditors
Committee in considering the matters to which this
engagement relates;
(e) From time to time, A&M may utilize the services of the
employees of its affiliates in the performance of services
hereunder. Such affiliates are wholly-owned by A&M's
parent company and certain employees. To the extent that
A&M uses the services of its affiliates in these cases,
A&M will ensure that the affiliates are subject to the
same conflict checks as required for A&M, and shall file
with the Court such disclosures required by Rule 2014 of
the Federal Rules of Bankruptcy Procedure;
(f) The Creditors Committee has agreed that neither A&M nor
any of its agents, representatives, members, or employees
will have any liability, whether direct or indirect, in
contract or tort or otherwise, to the Creditors Committee
for or in connection with the engagement of A&M
contemplated hereunder except for any such liability for
losses, claims, damages or liabilities incurred by the
Creditors Committee that are finally judicially determined
by the Court to have resulted from the gross negligence or
willful misconduct of A&M;
(g) As part of the overall compensation payable to A&M,
subject to clauses (i) and (j) below and the terms of the
order approving this Application, the Creditors Committee
has agreed to request that the Debtors indemnify A&M for
any claims arising from, related to, or in connection with
A&M's engagement and to request that this Court enter an
order approving such indemnification obligation;
(h) In addition, subject to clauses (i) and (j) below, in the
event that, at any time whether before or after
termination of the engagement, as a result of or in
connection with A&M's engagement and its personnel's role
hereunder, A&M is required to produce any of its personnel
(including former employees) for examination within such
party's possession or control pursuant to a subpoena or
other legal process, the Creditors Committee asks that the
Court approve the Debtors' obligation to reimburse A&M for
its out of pocket expenses, and to compensate A&M for the
time expended by its personnel based on the personnel's
then current hourly rate;
(i) The Debtors shall have no obligation to indemnify A&M for
any claim or expense that is either (i) judicially
determined (the determination having become final) to have
arisen from A&M's bad faith, gross negligence or willful
misconduct, or (ii) settled prior to a judicial
determination as to A&M's bad faith, gross negligence or
willful misconduct but determined by this Court, after
notice and a hearing pursuant to clause (j) below, to be
a claim or expense for which A&M is not entitled to
receive indemnity under the terms of this Application; and
(j) If, before the earlier of (i) entry of an order confirming
a chapter 11 plan in these cases (that order having become
a final order no longer subject to appeal) and (ii) the
entry of an order closing these chapter 11 cases, A&M
believes that it is entitled to the payment of any amounts
by the Debtors on account of the Debtors' indemnification,
contribution and/or reimbursement obligations described
above, including the advancement of defense costs, A&M
must file an application with this Court, and the Debtors
may not pay any such amounts to A&M before the entry of an
order by the Court approving the payment.
Ray Dombrowski, a Managing Director with Alvarez & Marsal North
America, LLC, assures the Court that A&M is not a "creditor" with
respect to any fees and expenses of any of the Debtors within the
meaning of Section 101(10) of the Bankruptcy Code and, hence, A&M
is eligible to represent the Creditors Committee under Section
1103(b) of the Bankruptcy Code.
The Court will commence a hearing on July 14, 2016, at 10:30 a.m.
(Eastern Time), to consider the Application. Objections are due on
July 7.
The Official Committee of Unsecured Creditors is represented by:
Matthew S. Barr, Esq.
Joseph H. Smolinsky, Esq.
Ronit J. Berkovich, Esq.
Jill Frizzley, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
E-mail: matt.barr@weil.com
joseph.smolinsky@weil.com
ronit.berkovich@weil.com
jill.frizzley@weil.com
About SunEdison, Inc.
SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
An official committee of unsecured creditors has been appointed in
the case. The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.
SUNEDISON INC: Maintains Equity Committee Is Not Needed
-------------------------------------------------------
SunEdison, Inc., and its affiliated debtors file with the U.S.
Bankruptcy Court for the Southern District of New York their
supplemental response to equity holders' statement regarding the
appointment of an official committee of equity security holders.
Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York -- jay.goffman@skadden.com -- says a movant seeking the
"extraordinary relief" of an equity committee must establish, among
other things, that the Debtor is not hopelessly insolvent and there
is a "substantial likelihood of a meaningful recovery." He argues
that the Equity Holders cannot show that the Debtors are not
hopelessly insolvent. He notes that the Brown Rudnick Statement is
devoid of any probative evidence on the subject of solvency.
Instead, he asserts, the Equity Holders decry an alleged lack of
accurate or current financial information, while proffering no
evidence suggesting they can ever meet their burden of proof.
The Equity Holders fare no better in showing that their interests
are not adequately represented, Mr. Goffman contends. He points
out that they offer no evidence that the recently installed,
independent and highly experienced Chief Restructuring Officer,
John Dubel, has any agenda even remotely inconsistent with the
interests of all relevant constituents.
Furthermore, Mr. Goffman says, the Equity Holders' unsubstantiated
ipse dixit that the Creditors Committee is interested only in
achieving their own recovery adds nothing; that generic assertion,
without more, would justify the appointment of an equity committee
in every Chapter 11 case.
"While the Brown Rudnick Statement is full of innuendo and
unfounded hyperbole, it is notably bereft of the type of probative
evidence warranting the requested relief. Accordingly, the Debtors
respectfully submit that an equity committee should not be
appointed in these cases," Mr. Goffman tells the Court.
About SunEdison, Inc.
SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.
The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
An official committee of unsecured creditors has been appointed in
the case. The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.
SWANN EQUIPMENT: Employs Clark Knies & Crenshaw as Accountants
--------------------------------------------------------------
Swann Equipment Company, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
Clark, Knies & Crenshaw, PLLC, as accountants for the Debtor.
The Debtor wishes to employ Clark as accountants and advisors to
assist it in keeping of books and records, in preparing tax
returns, and any other financial statements that may be required.
The Debtor will pay Clark a standard hourly rate and expenses, as
approved by the Court on notice. Coyle Clark will be employed as
accountant in this case and his hourly rate is $100. Mr. Clark may
also utilize other staff in the firm, whose hourly rate will be
$55.
Mr. Clark assures the Court that he represents no other entity in
connection with the bankruptcy case and does not hold or represent
an interest adverse to the Debtor or the estate within the meaning
of Section 327(a) of the Bankruptcy Code.
The Debtor is represented by:
Harold L. North, Jr., Esq.
Jeffrey W. Maddux, Esq.
Alexander C. McVeagh, Esq.
CHAMBLISS, BAHNER & STOPHEL, P.C.
Liberty Tower, Suite 1700
605 Chestnut St.
Chattanooga, TN 37450
Telephone: 423-756-3000
Facsimile: 423-508-1244
Email: hnorth@chamblisslaw.com
jmaddux@chamblisslaw.com
amcveagh@chamblisslaw.com
Swann Equipment Company, LLC (Bankr. E.D. Tenn. Case No. 16-11830)
filed a Chapter 11 Petition on May 6, 2016, and is represented by
Harold L North Jr., Esq., at Chambliss, Bahner & Stophel, P. C.
T C & PAM: Wants Plan Filing Period Extended to June 29
-------------------------------------------------------
T C & Pam Cummings STL Ministries asks the U.S. Bankruptcy Court
for the Northern District of Mississippi to extend the time period
in which the Debtor may file a Chapter 11 Plan and Disclosure
Statement for a period of 14 days until June 29, 2016.
The time period in which the Debtor may file a Chapter 11 Plan
expires on June 15, 2016, and the Debtor still has multiple issues
that must be resolved before finalizing a plan and disclosure
statement, including but not limited to obtaining the Court's
approval of a commercial lease/purchase agreement for the real
property of the Debtor located in West Point. Some of these issues
could have been resolved, but counsel for the Debtor has been out
of the office for the majority of the past two and a half weeks
because of his wife's hospitalization in Jackson, MS. Thus, the
Debtor's counsel requires additional time before completing a plan
and disclosure statement, but is not seeking the exclusive right to
do so.
The Debtor's counsel can be reached at:
Robert Gambrell, Esq.
GAMBRELL & ASSOCIATES, PLLC
101 Ricky D. Britt Blvd., Ste. 3
Oxford, MS 38655
Tel: (662) 281-8800
Fax: (662) 202-1004
E-mail: rg@ms-bankruptcy.com
T C & Pam Cummings STL Ministries filed Chapter 11 petition (Bankr.
N.D. Miss. Case No. 15-14241) on Nov. 27, 2015, and is represented
by Robert Gambrell, Esq., at Gambrell & Associates, PLLC.
TAWK DEVELOPMENT: Parties Agree to Stay Athene's Suit
-----------------------------------------------------
Judge Peggy A. Leen of the United States District Court for the
District of Nevada approved a joint stipulation filed by plaintiff
Athene Annuity and Life Company and defendants Michael S. Talbott,
Cindy Talbott, Scott Keller, Karen Keller, LeRoy Wilder, both
individually and as trustee of the LeRoy and Nancy Wilder Trust,
and the LeRoy and Nancy Wilder Trust to stay their action pursuant
to a settlement agreement entered in TAWK Developent, LLC's ongoing
bankruptcy action.
On May 27, 2016, the bankruptcy court entered an order approving a
settlement agreement, by and between Athene, the defendants, and
TAWK, pursuant to which TAWK agreed to, inter alia, within one
hundred twenty (120) days from March 30, 2016, pay Athene (1) all
principal then due and owing under the loan documents, (2) all
accrued nondefault interest then due and owing under the loan
documents, (3) all late charges then due and owing under the loan
documents, (4) all title fees incurred by Athene, and (5)
attorneys' fees in the amount of $562,500.
Pursuant to Section 7 of the aforementioned settlement agreement,
the parties to the case agreed to stay the proceedings until the
repayment deadline, which is July 28, 2016.
A full-text copy of Judge Leen's June 8, 2016 joint stipulation is
available at https://is.gd/3ows90 from Leagle.com.
The case is ATHENE ANNUITY AND LIFE INSURANCE COMPANY, Plaintiff,
v. MICHAEL S. TALBOTT; CINDY TALBOTT; SCOTT KELLER AND KAREN
KELLER, as individuals; LEROY WILDER, both individually and as
trustee of the LEROY AND NANCY WILDER TRUST; and the LEROY AND
NANCY WILDER TRUST, Defendants, Case No. 2:16-cv-00160-GMN-PAL (D.
Nev.).
Athene Annuity and Life Insurance Company is represented by:
Amy C. Quartarolo, Esq.
Kimberly Posin, Esq.
LATHAM & WAKINS LLP
355 South Grand Avenue
Los Angeles, CA 90071-1560
Tel: (213)485-1234
Fax: (213)891-8763
Email: amy.quartarolo@lw.com
kim.posin@lw.com
-- and --
Bart K Larsen, Esq.
Lisa J Zastrow, Esq.
KOLESAR & LEATHAM, CHTD.
400 S. Rampart Blvd., Suite 400
Las Vegas, NV 89145
Tel: (702)362-7800
Fax: (702-362-9472
Email: blarsen@klnevada.com
lzastrow@klnevada.com
Michael S. Talbott, Cindy Talbott, Leroy Wilder, Leroy Wilder,
Leroy and Nancy Wilder Trust are represented by:
Bryan M Viellion, Esq.
Jason M Gerber, Esq.
MARQUIS AURBACH COFFING
10001 Park Run Drive
Las Vegas, NV 89145
Tel: (702)382-0711
Fax: (702)382-5816
Email: bviellion@maclaw.com
jgerber@maclaw.com
Scott Keller, Karen Keller are represented by:
David M. Bennion, Esq.
Michael R. Kealy, Esq.
PARSONS BEHLE & LATIMER
3735 Howard Hughes Parkway, Suite 200
Las Vegas, NV 89169
Tel: (702)599-6000
Fax: (702)599-6001
Email: dbennion@parsonsbehle.com
mkealy@parsonsbehle.com
About Tawk Development
Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas. It filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
10584) on Jan. 14, 2011. Gerald M. Gordon, Esq., and Talitha Gray
Kozlowski, Esq., at Gordon Silver, in Las Vegas, Nevada,
represented the Debtor as counsel. The Debtor disclosed
$22,747,153 in assets and $21,263,119 in liabilities as of the
Chapter 11 filing.
Attorneys at Quarles & Brady LLP and Pisanelli Bice PLLC represent
Aviva Real Estate Investors (Falcon Landing), LLC, as counsel.
Aviva is the Debtor's principal secured creditor.
No offical committes have been appointed and no request for the
appointment of a trustee has been made.
TODD BRASSNER: Unsecureds to Get 100%; July 21 Plan Hearing Set
---------------------------------------------------------------
Todd Brassner's second amended plan of reorganization provides that
General Unsecured Claims, totaling $59,317, will be paid in full in
Cash on the Effective Date, plus interest at the Legal Rate as it
accrues from the Petition Date through the date of payment.
The Debtor is an art collector/dealer. He owns the property at 721
5th Avenue Apt 50C, New York NY 10022. The Property is a
condominium apartment located in Trump Tower, which the Debtor has
owned for 20 years.
In the Debtor's opinion, the Property has a $2,500,000 value.
Nationstar Mortgage, as assignee of Bank of New York Mellon, holds
aNovember 20, 2013 judgment of foreclosure arising from a first
mortgage and has filed a proof of claim asserting $661,332.00 due
as of the filing date.
Under the Plan, the Claim will be paid in full in Cash of Allowed
Claim on the Effective Date, plus interest at the applicable rate
as it accrues from the Petition Date through the date of payment.
A redlined copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/nysb15-11513-0057.pdf
As reported by the Troubled Company Reporter on June 15, 2016,
Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York approved the disclosure statement
explaining Todd Brassner's second amended plan of reorganization
and fixed July 21, 2016, at 10:00 a.m., for the hearing to consider
confirmation of the Plan.
July 6 is fixed as the deadline for filing written objections to
confirmation of the Plan, memorandum of law and declaration in
support of Plan confirmation, and any assumption or rejection
notice. July 13 is fixed as the deadline for filing any replies
to
any timely Plan objection and objections to assumption, cure or
rejection of any executor contract or unexpired lease.
Todd Brassner (Bankr. S.D.N.Y. Case No. 15-11513) filed a Chapter
11 Petition on June 9, 2015.
TOSCANA PARTNERS: $1.675MM Sale to Pay Creditors in Full
--------------------------------------------------------
Toscana Partners, LLC, at a hearing on July 13, 2016, at 9:30 a.m.,
will ask the U.S. Bankruptcy Court for the District of Nevada to
approve the sale of the estate's interest in real property located
at northwest corner of 35th Avenue and Carver Road, Maricopa
County, Arizona.
The Debtor listed the property at issue as having an estimated
value of $1,675,000. The property consists of approximately 96.59
acres of land located west of Phoenix, Arizona, and a sewer line
easement that benefits the property.
The Debtor has continuously marketed the property for the last
several years. On May 23, 2016, North South Partners, LLC,
executed an Agreement and Purchase and Sale of Property to purchase
the Property for $1,675,000. Closing will occur within 5 business
days following the entry of a final order from the Court approving
the sale.
The commissions are estimated to be $100,500, based upon 6%
commission payable to Latigo Land & Capital, which is to be shared
with a cooperating real estate broker.
There are city and county real property tax arrears estimated to be
$802,940. The real property taxes will be paid by the Debtor
through escrow.
The purchase price is sufficient to satisfy 100% of the creditor
claims filed in the case. It is anticipated that there will be
funds remaining to pay to the Debtor.
Toscana Partners, LLC, sought Chapter 11 protection (Bankr. D. Nev.
Case No. 16-12253) on April 26, 2016. Hon. Mike K. Nakagawa is the
case judge. The Debtor disclosed $1.74 million in assets and $6.76
million in liabilities in its schedules. The petition was signed
by William Dyer, president.
The Debtor's attorney:
Timothy P. Thomas, Esq.
LAW OFFICE OF TIMOTHY P. THOMAS, LLC
1771 E. Flamingo Rd., Suite B-212
Tel: (702) 227-0011
Fax: (702) 227-0334
E-mail: tthomas@tthomaslaw.com
TOWER AUTOMOTIVE: Moody's Retains B1 CFR on Share Repurchase
------------------------------------------------------------
Tower International, Inc.'s share repurchase authorization is
credit negative but does not currently impact Tower Automotive
Holdings USA, LLC's B1 Corporate Family Rating nor stable rating
outlook.
Tower International, Inc. (the parent company of Tower Automotive
Holdings USA, LLC) headquartered in Livonia, Michigan, is a leading
integrated global manufacturer of engineered structural metal
components and assemblies primarily serving automotive original
equipment manufacturers. The company manufactures body-structure
stampings, frame and other chassis structures, as well as complex
welded assemblies, for small and large cars, crossovers, pickups
and SUVs. Revenues in 2015 approximated $2 billion.
TRUSTEES OF CONNEAUT LAKE: July 12 Hearing on Joint Plan
--------------------------------------------------------
Trustees of Conneaut Lake Park and the Taxing Authorities filed a
Joint Plan and Disclosure Statement on June 3, 2016.
The hearing to consider approval of the disclosure statement
explaining the Plan will be held on July 12, 2016, at 10:00 A.M.,
before the U.S. Bankruptcy Court for the Western District of
Pennsylvania.
July 5 is the last date to file and serve written objections to the
disclosure statement.
The Joint Plan provides: (a) for payment of the Allowed Secured Tax
Claims in full from land sale proceeds in 2016 and 2017; (b) for
payment of the Allowed Secured Non-Tax Claims from net available
land sale proceeds and with quarterly distributions funded by
operations, amortized over 20 years at 6.00% interest, with a
balloon payment on the 10th anniversary of the initial distribution
date; and (c) the potential that holders of Allowed Unsecured
Claims may receive a modest recovery that would not exist in a
liquidation of all of the Debtor's assets.
According to the Disclosure Statement, the Debtor estimates Allowed
Unsecured Claims to total $884,844.32:
A. Amount Debtor Scheduled
(Disputed and Undisputed) $ 884,844.32
B. Amount of Unscheduled
Unsecured Claims $1,844,845.95
-------------------
C. Total Claims Scheduled
or Filed $2,729.690.27
D. Amount Debtor Disputes $1,844,845.95
-------------------
E. Estimated Allowable
Unsecured Claims $ 884,844.32
The Debtor estimates a total of between $50,000 and $100,000 will
be distributed on account of Allowed Class 18 Claims between
October 2018 and July 2020. Based upon an estimated Allowed Class
18 Claim pool of approximately $900,000, the Debtor estimates a 5%
to 10% dividend will be made on account of Allowed Class 18 Claims.
The Reorganized Debtor, however, does not guarantee the amount nor
the timing of any Distribution to be made on account of Allowed
Class 18 Claims. Additionally, any default by the Reorganized
Debtor in payment of its DIP Loan obligations may result in a
cessation of payments on account of Class 18 Allowed Unsecured
Claims.
Following the transfer of Real Property into trust and the creation
of the Debtor in 1997, the Debtor ceased paying real estate taxes
on the Real Property. Since the Debtor did not act to have its
Real Property removed from the tax rolls, Crawford County, Sadsbury
Township, Summit Township and Conneaut School District -- Taxing
Authorities -- continued assessing and liening taxes against the
Real Property that now, total $1,167,000 in principal, interest,
fees, and charges, including attorney fees and costs.
The Taxing Authorities and the Debtor have been at odds with each
during this Chapter 11 Case. Following a meet and confer in
September 2015, when the parties were unable to find a consensual
path in the Chapter 11 Case, the Debtor withdrew its objection to
the Taxing Authorities' bid to terminate exclusivity in order to
provide creditors with a clear choice between liquidating the Park
and reorganizing the Park.
As a result, the Taxing Authorities filed a competing chapter 11
plan that sought to liquidate the entirety of the Debtor's Real
Property free and clear of all claims and interests, including the
charitable use restrictions.
Both the Debtor and the Taxing Authorities were ordered to amend
their competing disclosures statements and plans, and to mediation.
Following a second mediation session held on April 22, 2016, the
Debtor, the Taxing Authorities, the Office of the Attorney General
for the Commonwealth of Pennsylvania, and the Conneaut Lake Joint
Municipal Authority executed a term sheet pursuant to which the
parties agreed to propose a single plan of reorganization
containing the terms and conditions set forth in the Joint Plan of
Reorganization Dated as of June 3, 2016, as may be amended or
modified.
The Bankruptcy Court entered an Order of Court on December 22, 2015
holding that $478,260.00 of the Insurance Proceeds are payable to
the Taxing Authorities and the balance of the Insurance Proceeds
are payable to Park Restoration. The parties appealed the
Bankruptcy Court Order. On May 4, 2016, the District Court for the
Western District of Pennsylvania entered its order partially
reversing the Bankruptcy Court and awarding the full $611,000 of
the Insurance Proceeds to Park Restoration. The Taxing Authorities
have appealed the District Court Order to the Third Circuit Court
of Appeals. In lieu of continuing its appeal in the Insurance
Litigation, the Debtor intends to file an adversary action against
Park Restoration asserting damages for breach of the various Park
Restoration Agreements, including the Beach Club Management
Agreement, and to enjoin any disbursement of the Insurance Proceeds
to Park Restoration pending resolution of that adversary
proceeding.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pawb14-11277-0395.pdf
About Conneaut Lake Park
Conneaut Lake Park is a summer amusement resort, located in
Conneaut Lake, Pennsylvania.
Trustees of Conneaut Lake Park, Inc., filed a Chapter 11
bankruptcy petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie,
Pennsylvania, on Dec. 4, 2014. The case is assigned to Judge
Thomas P. Agresti.
The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
in Pittsburgh, as counsel. The Debtor estimated assets and debt of
$1 million to $10 million.
Trustees of Conneaut Lake Park filed for bankruptcy protection less
than 20 hours before the Crawford County amusement park was
scheduled to go to sheriff's sale for almost $930,000 in back taxes
and related fees.
UCI INTERNATIONAL: Seeks to Appoint Whittman as Representative
--------------------------------------------------------------
U.S. Bankruptcy Judge Mary F. Walrath has authorized UCI
International, LLC's Brian Whittman to act as the foreign
representative of UCI Holdings' estate in any judicial or other
proceeding in any foreign country, including New Zealand.
In connection with these chapter 11 cases, UCI Holdings intends to
commence recognition proceedings in New Zealand - akin to a chapter
15 proceeding under the Bankruptcy Code - to protect any and all
interests there and to ensure an orderly chapter 11 process. In
order for New Zealand courts to recognize these chapter 11 cases as
a "foreign proceeding," Brian Whittman, on behalf of UCI Holdings,
must make a showing to the New Zealand courts that he is authorized
to act for UCI Holdings in New Zealand proceedings.
Although the Debtors believe Section 11072 of the Bankruptcy Code
act as the foreign representatives of their own estates, in order
to avoid potential confusion or doubt regarding this authority, the
Debtors seek entry of an order under Section 1505 explicitly
authorizing Brian Whittman to act as the foreign representative of
UCI Holdings in any judicial or other proceeding in New Zealand.
About UCI International
UCI International, LLC, headquartered in Lake Forest, Ill.,
designs, manufactures, and distributes vehicle replacement parts,
including a broad range of filtration, fuel delivery systems, and
cooling systems products in the automotive, trucking, marine,
mining, construction, agricultural, and industrial vehicles
markets.
UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del.
Case No. 16-11355) on June 1, 2016. The Debtors are represented by
lawyers at Sidley Austin LLP. Alvarez & Marsal provides the
company with financial advice and Moelis & Company LLC is the
Debtors' investment banker. Garden City Group serves as the
Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee
for a $400-million issue of 8.625% Senior Notes Due 2019.
UCI INTERNATIONAL: Willkie & Morris Represent Noteholder
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
Willkie Farr & Gallagher LLP and Morris Nichols Arsht & Tunnell LLP
in connection with its representation in the Chapter 11 bankruptcy
cases of UCI International, LLC, et al., of an ad hoc group of
unaffiliated noteholders of the 8.625% senior unsecured notes
issued by UCI International, LLC, pursuant to that certain
indenture, dated as of Jan. 26, 2011, submitted with the U.S.
Bankruptcy Court for the District of Delaware a verified
statement.
On Jan. 13, 2016, the Noteholders retained Willkie to represent an
ad hoc group to represent it in connection with potential
restructuring discussions with UCI.2 The Ad Hoc Group presently is
comprised of (a) Blackrock Financial Management Inc., acting as an
investment advisor or manager of funds and accounts managed and
controlled by it and (b) certain funds/accounts managed by Credit
Suisse Asset Management, LLC.
The Noteholders or affiliates hold disclosable economic interests,
or act as investment advisors or managers to funds and accounts of
their respective subsidiaries that hold disclosable economic
interests, in relation to the Debtors.
Each of these members of the Ad Hoc Group has consented to the
Counsel's representation of the Ad Hoc Group. The Counsel does not
own a claim or interest in either the Debtors or their estates.
The Counsel does not represent or purport to represent any other
entities with respect to the Debtors' bankruptcy cases. In
addition, each Noteholder does not purport to act, represent, or
speak on behalf of any other entities in connection with the
Debtors' bankruptcy cases.
A list of the Noteholders and their disclosable economic interests
is available for free at:
http://bankrupt.com/misc/UCIINTERNATIONAL_146_rule2019.pdf
The Counsel for the Ad Hoc Group of Noteholders can be reached at:
WILLKIE FARR & GALLAGHER LLP
Matthew A. Feldman, Esq.
Paul V. Shalhoub, Esq.
Daniel I. Forman, Esq.
787 Seventh Avenue
New York, New York 10019
Tel: (212) 728-8000
Fax: (212) 728-8111
E-mail: mfeldman@willkie.com
pshalhoub@willkie.com
dforman@willkie.com
-- and --
MORRIS NICHOLS ARSHT & TUNNELL LLP
Robert J. Dehney, Esq.
Matthew B. Harvey, Esq.
1201 N. Market Street, 16th Floor
P.O. Box 1347
Wilmington, DE 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
E-mail: rdehney@mnat.com
mharvey@mnat.com
About UCI International
UCI International, LLC, headquartered in Lake Forest, Illinois,
designs, manufactures, and distributes vehicle replacement parts,
including a broad range of filtration, fuel delivery systems, and
cooling systems products in the automotive, trucking, marine,
mining, construction, agricultural, and industrial vehicles
markets.
UCI and its affiliates sought Chapter 11 protection (Bankr. D.
Del.
Case No. 16-11355) on June 1, 2016. The Debtors are represented
by
lawyers at Sidley Austin LLP. Alvarez & Marsal provides the
company with financial advice and Moelis & Company LLC is the
Debtors' investment banker. Garden City Group serves as the
Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee
for a $400-million issue of 8.625% Senior Notes Due 2019.
USA DISCOUNTERS: Wants Sept. 20 Exclusive Plan Filing Deadline
--------------------------------------------------------------
USA Discounters, Ltd., asks the U.S. Bankruptcy Court for the
District of Delaware to extend the plan filing period and
solicitation period through and including Sept. 20, 2016, and Nov.
18, 2016, respectively.
A hearing on the request is set for July 20, 2016, at 2:00 p.m.
prevailing Eastern time. Objections must be filed by July 5,
2016.
As this Court is aware, Colorado regulators initiated litigation
against USA Discounters in Colorado state court in lieu of
participating in the multi-state attorney general investigation.
USA Discounters has reached a settlement with the Colorado
regulators, which settlement will be memorialized in a proposed
final consent judgment that fully resolves the Colorado litigation.
The Debtors intend to file a motion, to be heard at the July 20
omnibus hearing in these Cases, seeking the Court's approval of the
consent judgment under Bankruptcy Rule 9019. In the interim,
pending the Court's consideration of the terms of the settlement,
the Colorado litigation, which was formerly scheduled for trial to
commence June 6, 2016, is being held in abeyance by the Colorado
state court.
The proposed consensual resolution of the Colorado litigation meets
the Court's mandate that the Debtors demonstrate progress in order
to substantiate a further extension of the Exclusive Periods.
Indeed, the prompt achievement of a settlement with the Colorado
regulators signals to creditors and parties in interest that the
Debtors are committed to working in good faith toward resolution of
the remaining open contingencies that have thus far stood in the
Debtors' path to prosecution of a Chapter 11 plan. Accordingly,
the Debtors respectfully submit that the requested extension of the
Exclusive Periods is warranted so that the Court may consider
approval of the proposed consent judgment, which fully and finally
resolves the pending Colorado regulatory litigation.
The Debtors have also made substantial progress toward resolution
of the ongoing investigations undertaken by the multi-state group
of attorney general offices. The Debtors expeditiously scheduled
and participated in a voluntary mediation with representatives of
the multi-state group, the Committee, and the Debtors' secured
lenders. After exchanging position papers about the issues, the
parties convened in Washington D.C. for a series of in-person
mediation sessions led by Alexia Morrison, a mediator with The
McCammon Group, Ltd.
The mediation was contentious and lengthy, covering three days. It
was also very productive, resulting in an agreement in principle
among the parties and the development of a settlement term sheet
that has been executed and mutually agreed to by USA Discounters
and the executive committee of the multi-state group. Work among
the parties is ongoing to formalize the complete terms of the
settlement, draft definitive documentation, and obtain necessary
internal approvals. The Debtors expect that the settlement will
also be supported by the Committee and by the secured lenders. The
Debtors' goal is for this potential settlement to be finalized by
mid-July so that it can be presented to the Court at an omnibus
hearing in August 2016. The Debtors anticipate providing the Court
with an update at the July 20 omnibus hearing regarding the status
and timeframe for resolution of this matter.
The Debtors respectfully submit that the completion of a three-day
mediation, the achievement of an agreement in principle among the
parties, and the execution of a settlement term sheet, all of which
was accomplished within weeks of the April 26 hearing, represent
exactly the type of real progress toward resolution of the
multi-state investigation that the Court called upon the Debtors to
demonstrate in order to merit a third extension of the Exclusive
Periods. This progress has required substantial efforts by the
Debtors and their professionals; mediating, negotiating, and
formalizing a comprehensive settlement in a highly-contested
regulatory dispute among the Debtors and thirty-two state attorney
general offices, and attempting to garner support for that
settlement from the Committee and the secured lenders, is a feat
that is not easily accomplished on any timeframe. The expeditious
progress the Debtors have made since the April 26 hearing amply
justifies the requested extension of the Exclusive Periods so that
the Debtors may finalize and seek the Court's approval of a
settlement agreement with the multi-state group, which is an
effective pre-condition for the prosecution of a confirmable
Chapter 11 plan.
As the Court observed at the April 26 hearing, the disputes and
potential litigation between the Committee and the secured lenders
represents another open issue, the resolution of which may be
necessary for the confirmation of a consensual plan in these
cases.
Since the April 26 hearing, the parties have restarted settlement
negotiations and have recently exchanged further draft term sheets.
The Debtors remain optimistic that a global resolution will be
reached, which should facilitate the filing and prosecution of a
consensual chapter 11 plan soon after the multi-state settlement is
considered by the Court.
The Debtors' counsel can be reached at:
Laura Davis Jones, Esq.
James E. O'Neill, Esq.
Colin R. Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Tel: (302) 652-4100
Fax: (302) 652-4400
E-mail: ljones@pszjlaw.com
joneill@pszjlaw.com
crobinson@pszjlaw.com
-- and --
Lee R. Bogdanoff, Esq.
Michael L. Tuchin, Esq.
Whitman L. Holt, Esq.
Sasha M. Gurvitz, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Tel: (310) 407-4023
Fax: (310) 407-9090
E-mail: lbogdanoff@ktbslaw.com
mtuchin@ktbslaw.com
wholt@ktbslaw.com
sgurvitz@ktbslaw.com
Counsel for Wells Fargo Bank, N.A., as prepetition agent, can be
reached at:
Blank Rome LLP
Attn: Regina Stango Kelbon, Esq.
1201 Market Street, Suite 800
Wilmington, DE 19801
E-mail: kelbon@blankrome.com
-- and --
Blank Rome LLP
Attn: Kevin J. Baum, Esq.
One Logan Square, 130 North 18th Street
Philadelphia, PA 19103-6998
E-mail: baum@blankrome.com
Counsel for the Official Committee of Unsecured Creditors can be
reached at:
Klehr Harrison Harvey Branzburg LLP
919 North Market Street, Suite 1000
Wilmington, DE 19801
Attn: Domenic E. Pacitti, Esq.
E-mail: dpacitti@klehr.com
-- and --
Kelley Drye & Warren LLP
101 Park Avenue
New York, NY 10178
Attn: Eric Wilson, Esq.
Jason R. Adams, Esq.
E-mail: ewilson@kelleydrye.com
jadams@kelleydrye.com
USA Discounters, LTD, Defendant, is represented by Christopher
Price Butler, Esq. -- Ford & Harrison, LLP, pro hac vice, Loren J.
Beer, Esq. -- Ford & Harrison, LLP, pro hac vice & Tiffany D.
Downs, Esq. -- Ford & Harrison, LLP.
Timothy W. Dorsey, Defendant, is represented by Christopher Price
Butler, Ford & Harrison, LLP, pro hac vice, Loren J. Beer, Ford &
Harrison, LLP, pro hac vice & Tiffany D. Downs, Ford & Harrison,
LLP.
About USA Discounters
USA Discounters, Ltd., was founded in May 1991. In the City of
Norfolk, Virginia, under the name USA Furniture Discounters, Ltd.
It sold goods through two groups of stores -- one group of
specialty retail stores operating under the "USA Living" brand,
typically in standalone locations, and seven additional retail
stores operating under the "Fletcher's Jewelers" brand, typically
in major shopping malls.
USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.
USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.
The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc.,
serves as its financial advisor.
VERSO CORP: AIM Wants Claims Allowed Solely for Voting Purposes
---------------------------------------------------------------
AIM Development (USA) LLC and American Iron & Metal LP ask the U.S.
Bankruptcy Court for the District of Delaware to temporarily allow
their claims solely for purposes of voting on the Third Amended
Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy
Code filed by Verso Corporation and its affiliated debtors.
On March 31, 2016, the Debtors filed their second omnibus motion to
reject certain executory contracts, which sought authority to,
inter alia, reject certain contracts with AIM Development and AIM
LP.
Joseph H. Huston, Jr., Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware -- jhh@stevenslee.com -- says that over the past several
weeks, the Debtors and AIM have exchanged document requests,
negotiated a protective order governing discovery regarding the
Rejection Motion, and begun the review and production of documents
in connection therewith. He notes that while the parties are
working toward an evidentiary hearing on June 17, 2016, it is
unlikely that all evidentiary issues pertaining to the Rejection
Motion will be resolved by a final order before the confirmation
hearing.
By this Motion, AIM asks the Court to enter an order temporarily
allowing (a) Claim No. 3215 as a Class 8 General Unsecured Claim
against Verso Paper in the amount of $1, (b) Claim No. 3306 as a
Class 8 General Unsecured Claim against Verso Corp. in the amount
of $6.8 million, and (c) Claim No. 3307 as a Class 8 General
Unsecured Claim against Verso Corp. in the amount of $6.8 million;
in each case, solely for purposes of voting on the Plan (and
without prejudice to AIM's ability to prove the amount of the AIM
Claims for purposes of Plan distributions).
The Court will commence a hearing on June 23, 2016, at 10:00 a.m.,
to consider the Motion.
AIM Development (USA) LLC and American Iron & Metal LP are
represented by:
Joseph H. Huston, Jr., Esq.
STEVENS & LEE, P.C.
919 North Market Street, Suite 1300
Wilmington, DE 19801
Telephone: (302) 425-3310
Facsimile: (610) 371-7972
E-mail: jhh@stevenslee.com
- and -
Robert J. Keach, Esq.
Lindsay K. Zahradka, Esq.
BERNSTEIN, SHUR, SAWYER & NELSON
100 Middle Street, P.O. Box 9729
Portland, ME 04104-5029
Telephone: (207) 774-1200
Facsimile: (207) 774-1127
E-mail: rkeach@bernsteinshur.com
lzahradka@bernsteinshur.com
The Debtors are represented by:
George Davis, Esq.
Andrew Parlen, Esq.
O'MELVENY & MYERS, LLP
Times Square Tower
7 Times Square
New York, NY 10036
E-mail: gdavis@omm.com
aparlen@omm.com
- and -
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
E-mail: merchant@rlf.com
collins@rlf.com
The Official Committee of Unsecured Creditors is represented by:
Kenneth A. Rosen, Esq.
Eric S. Chafetz, Esq.
LOWENSTEIN SANDLER, LLP
1251 Avenue of the Americas
New York, NY 10020
E-mail: krosen@lowenstein.com
echafetz@lowenstein.com
- and -
Sharon L. Levine, Esq.
Paul Kizel, Esq.
LOWENSTEIN SANDLER, LLP
65 Livingston Avenue
Roseland, NJ 07068
E-mail: slevine@lowenstein.com
pkizel@lowenstein.com
- and -
Thomas M. Horan, Esq.
Ericka F. Johnson, Esq.
WOMBLE CARLYLE SANDRIDGE & RICE, LLP
222 Delaware Avenue, Suite 1501
Wilmington, DE 19801
E-mail: thoran@wcsr.com
erjohnson@wcsr.com
The U.S. Trustee is represented by:
Jane Leamy, Esq.
OFFICE OF THE UNITED STATES TRUSTEE
FOR THE DISTRICT OF DELAWARE
844 King St., Suite 2207
Lockbox 35
Wilmington, DE 19801
E-mail: jane.m.leamy@usdoj.gov
The Informal Committee of Holders of Verso First Lien Debt is
represented by:
Gregory A. Bray, Esq.
Thomas R. Kreller, Esq.
MILBANK, TWEED, HADLEY & MCCLOY, LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
E-mail: gbray@milbank.com
tkreller@milbank.com
- and -
Dennis F. Dunne, Esq.
Samuel A. Khalil, Esq.
Steven Z. Szanzer, Esq.
MILBANK, TWEED, HADLEY & MCCLOY, LLP
28 Liberty Street
New York, NY 10005-1413
E-mail: skhalil@milbank.com
ddunne@milbank.com
sszanzer@milbank.com
The Ad Hoc NewPage Term Lender Group is represented by:
Keith H. Wofford, Esq.
ROPES & GRAY, LLP
1211 Avenue of the Americas
New York, NY 10036-8704
E-mail: keith.wofford@ropesgray.com
- and -
Stephen Moeller-Sally, Esq.
ROPES & GRAY, LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
E-mail: ssally@ropesgray.com
Citibank, N.A., is represented by:
Brian M. Resnick, Esq.
Darren S. Klein, Esq.
Davis Polk & Wardwell, LLP
450 Lexington Avenue
New York, NY 10017
E-mail: brian.resnick@davispolk.com
darren.klein@davispolk.com
Credit Suisse AG, as administrative agent and collateral agent
under the Debtors' prepetition cash flow revolving facility, is
represented by:
Jennifer Hagle, Esq.
SIDLEY AUSTIN LLP
555 West Fifth Street
Los Angeles, CA 90013
E-mail: jhagle@sidley.com
NewPage Prepetition ABL Agent and Barclays Bank PLC are represented
by:
Sarah Pierce, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
One Rodney Square
Wilmington, DE 19899-0636
E-mail: sarah.pierce@skadden.com
Barclays Bank PLC, as administrative agent and collateral agent
under the NewPage DIP ABL Facility and NewPage DIP Term Facility,
is represented by:
Shana A. Elberg, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
4 Times Square
New York, NY 10036
E-mail: shana.elberg@skadden.com
Credit Suisse AG, as administrative agent and collateral agent
under the Debtors' prepetition cash flow revolving facility, is
represented by:
Sean M. Beach, Esq.
Robert S. Brady, Esq.
YOUNG, CONWAY, STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
E-mail: sbeach@ycst.com
rbrady@ycst.com
About Verso Corporation
Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications. It employs approximately 5,200
personnel.
Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016.
The petitions were signed by David Paterson, the president and
CEO.
The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.
The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.
VERSO CORP: May Assume Amended Purchase Agreement With Catalyst
---------------------------------------------------------------
Verso Corporation and its affiliated debtors sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to assume, as amended, the asset purchase agreement
entered into with Catalyst Paper Operations Inc. and certain
agreements with Catalyst that are ancillary to the APA.
The Debtors also seek authority to settle claims between Catalyst
and the Debtors on the terms provided in the Amended Agreements.
The Debtors plan to release claims between Catalyst and the Debtors
on the terms embodied in the Amended Agreements with no exchange of
money between the parties. The Amended Agreements include:
* the APA, as amended by that Second Amendment to Asset
Purchase Agreement, dated as of June 2, 2016;
* the Transition Services Agreement, dated as of January 7,
2015, between NewPage Corporation and Catalyst, as amended
by that First Amendment to Transition Services Agreement,
dated as of June 2, 2016;
* the Amended and Restated Supply Agreement relating to pulp
for use at the Biron Mill, dated as of June 2, 2016, between
NewPage Wisconsin System Inc. and Catalyst;
* the Amended and Restated Supply Agreement relating to wood
for use at the Biron Mill, dated as of June 2, 2016, between
NewPage Wisconsin and Catalyst; and
* the Amended and Restated Supply Agreement relating to pulp
made at the Rumford Mill, dated as of June 2, 2016, between
NewPage and Catalyst.
After several weeks of extensive arm's length negotiations related
to the Debtors' proposed rejection of the Agreements, the Debtors
and Catalyst have reached a reasonable resolution of complex and
difficult issues that, if litigated to conclusion, would be
expensive and time-consuming and could complicate the plan
confirmation process. From the outset, the Debtors say, the
proposed rejection of the Agreements presented several challenging
issues: specifically, the Department of Justice expressed concern
over the antitrust implications of rejecting the Agreements and the
scope and amount of the parties' claims against each other was
uncertain.
In light of these complications and the risks attendant to the
Debtors achieving their business goals of modifying the Agreements,
the Debtors tell the Court that they have determined that
assumption of the Amended Agreements -- which reflect significantly
more favorable economic terms for the Debtors and a release of all
claims between the Debtors and Catalyst (except those preserved in
the Amended Agreements) -- is in the best interest of the Debtors,
their estates, and all stakeholders.
About Verso Corporation
Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications. It employs approximately 5,200
personnel.
Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016.
The petitions were signed by David Paterson, the president and
CEO.
The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.
The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.
The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.
VERTELLUS SPECIALTIES: Seeks to Implement KEIP, KERP
----------------------------------------------------
Vertellus Specialties Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware:
-- to implement a performance-based key employee incentive
plan, for nine key executives; and
-- to implement a key employee retention plan for 20
non-executive key employees.
The Debtors also ask the Court to grant administrative expense
priority status to all payments they made pursuant to the KEIP and
KERP.
The Debtors submit that approval of the performance-based KEIP and
the KERP fully aligns the interests of the Participants with the
interests of the Debtors' constituencies in maximizing the returns
on any sale and restructuring transaction while simultaneously
maintaining the Debtors' operations during this critical time and
throughout the pendency of these Chapter 11 cases.
The KEIP Participants are:
1. Richard Preziotti (President, Chief Executive Officer);
2. Philip Gillespie (Vice President, Chief Financial Officer);
3. Jeremy Steinfink (President of Vertellus Specialty
Materials);
4. Anne Frye (Vice President, General Counsel);
5. John Andrews (Vice President, Strategy and Business
Development);
6. John Washuta (Vice President, Global Operations and Supply
Chain);
7. Linda Hicks (Vice President, Global Technology);
8. Jeff Czarnecki (Vice President, Sales);
9. Bentley Park (President of Vertellus Agriculture and
Nutrition).
Upon the occurrence of a restructuring transaction, provided that
certain requirements are met, the KEIP Participants will be
entitled to receive these amounts:
* Richard Preziotti - $1,000,000
* Jeremy Steinfink - $650,000
* Philip Gillespie - $550,000
* Anne Frye - $550,000
* John Andrews - $300,000
* John Washuta - $300,00
* Jeff Czarnecki - $300,000
* Linda Hicks - $300,000
* Bentley Park - $300,000
The Company will pay to each Participant a bonus amount (the "KERP
Bonus Amount") in a cash lump sum ranging from 20% to 40% of the
KERP Participant's base salary, depending on the KERP Participant's
tier level.
* Tier I: 40% of base salary
* Tier II: 30% of base salary
* Tier III: 20% of base salary
The Company will establish a pool of $400,000 solely for the
purposes of providing incentive compensation to the Company's
non-executive employees during the Company's restructuring efforts.
Of these amounts, no more than $40,000 may be awarded to any
single employee. The determination to provide the compensation
will be made by the Chief Executive Officer, or other person(s) as
he may delegate, in his/their sole discretion.
A hearing will be held on June 28, 2016, at 11:00 a.m. EDT, to
consider the request. Objections are due on June 21.
About Vertellus
Vertellus Specialties Inc. is a global specialty chemicals company
focused on the manufacture of ingredients used in pharmaceuticals,
personal care, nutrition, agriculture, and a host of other market
areas affected by trends favoring "green" technologies and
chemistries.
Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc.
and several affiliates filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on
May 31, 2016. Judge Christopher S. Sontchi presides over the
case.
Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A.
Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq.,
at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel.
Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman
at FTI Consulting, Inc., is the Debtors' chief restructuring
officer. Kurtzman Carson Consultants is the Debtors' claims and
noticing agent.
The Debtors estimated their assets at between $100 million and $500
million and debts at between $500 million and $1 billion.
The petitions were signed by Anne Frye, vice president, secretary
and general counsel.
VERTELLUS SPECIALTIES: Wants to Sell Substantially All Assets
-------------------------------------------------------------
Vertellus Specialties Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for an order:
(a) approving procedures applicable to the sale of
substantially all of the Debtors' assets;
(b) approving Stalking Horse Protections;
(c) approving procedures related to the assumption and
assignment of certain executory contracts and unexpired
leases;
(d) approving the form and manner of notice thereof;
(e) authorizing the sale of assets free and clear of all
liens, claims, encumbrances and other interests, except as
provided in an Asset Purchase Agreement; and
(f) approving the assumption and assignment of certain of the
Debtors' executory contracts and unexpired leases related
thereto.
The Debtors assert that they have determined, after extensive
diligence and in consultation with their advisors and key
stakeholders that maximizing the value of the Debtors' estates is
best accomplished through the sale, free and clear of liabilities,
of substantially all of their assets.
The Debtors entered into that certain asset purchase agreement,
dated May 31, 2016, with Valencia Bidco LLC, a special purpose
entity established to hold and bid the secured claims of the
Prepetition Term Lenders under that certain Credit Agreement by and
among Vertellus Specialties Inc., as borrower, VSI Holdings, as a
loan party and Vertellus Agriculture & Nutrition Specialties LLC,
Vertellus Health & Specialty Products LLC, Vertellus Performance
Materials Inc., Vertellus Specialties PA LLC, Vertellus Specialties
MI LLC, Rutherford Chemicals LLC, Tibbs Avenue Company and Solar
Aluminum Technology Services (d/b/a S.A.L.T.S.), each as subsidiary
guarantors, Wilmington Trust, as successor administrative agent and
collateral agent and the lenders from time to time party thereto
and the Debtor-In-Possession Credit Agreement evidencing the DIP
Facility, pursuant to which the Stalking Horse Purchaser will
acquire the Purchased Assets on the terms and conditions specified
therein.
The sale transaction contemplated by the Stalking Horse Agreement
will be subject to competitive bidding. Pursuant to the terms of
the Stalking Horse Agreement, the Stalking Horse Purchaser has
agreed to purchase the Purchased Assets in exchange for a credit
bid in the amount of $453,835,616 of the Obligations (as defined in
the Stalking Horse Agreement) under the Term Loan Agreement and the
DIP Credit Agreement and the assumption of certain liabilities.
The Stalking Horse Purchaser, in making this offer, has relied upon
the agreement by the Debtors to seek the Court's approval of
reimbursement of the Stalking Horse Purchaser's reasonable fees,
costs and expenses incurred in connection with the negotiation of
the Stalking Horse Agreement and the transactions contemplated
thereby through the date of termination and a break-up fee of 3% of
the Stalking Horse Purchase Price, and in reasonable expectation
that the Court would grant that relief.
The Debtors propose these dates and deadlines:
* Entry of Bidding Procedures Order: June 27, 2016;
* Assumption/Assignment and Cure Objection Deadline: August 8,
2016;
* Sale Objection Deadline: August 12, 2016;
* Bid Deadline: August 15, 2016;
* Auction Date: August 18, 2016; and
* Sale Hearing: August 23, 2016.
A copy of the Sale Motion can be accessed for free at:
http://bankrupt.com/misc/VertellusSpecialties_SaleMotion.pdf
The Debtors are represented by:
Stuart M. Brown, Esq.
Kaitlin M. Edelman, Esq.
DLA PIPER LLP (US)
1201 North Market Street, Suite 2100
Wilmington, DE 19801
Telephone: (302) 468-5700
Facsimile: (302) 394-2341
E-mail: stuart.brown@dlapiper.com
kaitlin.edelman@dlapiper.com
- and -
Richard A. Chesley, Esq.
Daniel M. Simon, Esq.
David E. Avraham, Esq.
DLA PIPER LLP (US)
203 N. LaSalle Street, Suite 1900
Chicago, IL 60601
Telephone: (312) 368-4000
Facsimile: (312) 236-7516
E-mail: richard.chesley@dlapiper.com
daniel.simon@dlapiper.com
david.avraham@dlapiper.com
About Vertellus
Vertellus Specialties Inc. is a global specialty chemicals company
focused on the manufacture of ingredients used in pharmaceuticals,
personal care, nutrition, agriculture, and a host of other market
areas affected by trends favoring "green" technologies and
chemistries.
Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc.
and several affiliates filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on May
31, 2016. Judge Christopher S. Sontchi presides over the case.
Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A.
Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq.,
at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel.
Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman
at FTI Consulting, Inc., is the Debtors' chief restructuring
officer. Kurtzman Carson Consultants is the Debtors' claims and
noticing agent.
The Debtors estimated their assets at between $100 million and $500
million and debts at between $500 million and $1 billion.
The petitions were signed by Anne Frye, vice president, secretary
and general counsel.
VIVA INVESTMENTS: Exclusive Plan Filing Deadline Moved to Aug. 22
-----------------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of Viva
Investments Limited Liability Company, the period by which the
Debtor has exclusive right to file a plan of reorganization by 90
days, through and including Aug. 22, 2016, and the period by which
the Debtor has exclusive right to solicit acceptances of a plan by
90 days, through and including Oct. 24, 2016.
As reported by the Troubled Company Reporter on May 25, 2016, the
Debtor is currently in negotiations with secured creditors, and
said negotiations will have a material effect on the creditors'
plan treatment; therefore, the Debtor requires additional time to
file a plan. In addition, the Debtor still has two outstanding
issues with regard to the Mil Run Court properties on which
SunTrust holds liens, and needs to resolve these issues before a
complete disclosure statement can be filed.
Palm Beach Gardens, Florida-based VIVA Investments Limited
Liability Company filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-11753) on Jan. 29, 2015, listing
$1.19 million in total assets and $1.95 million in total
liabilities. The petition was signed by Sriram Srinivasan,
manager.
Judge Paul G. Hyman, Jr., presides over the case.
Aaron A Wernick, Esq., at Furr & Cohen serves as the Debtor's
bankruptcy counsel.
WARREN RESOURCES: Bankr. Plan Filed, July 25 Hearing Set
--------------------------------------------------------
BankruptcyData.com reported that Warren Resources filed with the
U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and
related Disclosure Statement.
According to the Disclosure Statement, "The primary purpose of the
Plan is to effectuate the restructuring of the Debtors' capital
structure by, reducing their overall indebtedness and improving
free cash flow. Presently, the Debtors have a substantial amount of
indebtedness outstanding under various secured and unsecured debt
issuances in an amount of approximately $486.3 million, and other
obligations to various third parties. If the Debtors are not able
to consummate the Restructuring, the Debtors will likely have to
formulate an alternative plan or liquidate, and the Debtors'
financial condition will likely be further materially adversely
affecte. Pursuant to the Restructuring: (i) Allowed Administrative
Expenses, Professional Fee Claims, Priority Tax Claims, Other
Priority Claims and Other Secured Claims shall be paid in full or
reinstated on the later of the Effective Date and the date of their
allowance. (ii) Class 1A claims of the First Lien Lenders will be
converted into 82.5% of the equity (subject to dilution by the
Management Incentive Plan) in the Reorganized Debtors and the New
First Lien Facility. Additionally, at the Plan Sponsor's option,
the amount outstanding under the DIP Credit Agreement may be rolled
into the New First Lien Facility. (iii) Class 2A claims of the
Second Lien Lenders, the Senior Notes Claims, and the claim of
Citrus Energy (if allowed as a general unsecured claim, and if so
allowed in an amount less than $8.5 million) into the remaining
17.5% of the equity (subject to dilution by the Management
Incentive Plan) in the Reorganized Debtors, pro rata based on the
amount of their respective claims. (iv) Unsecured Claims in Class
2B will receive cash or an unsecured note (in each case without
interest) in an amount equal to the same economic recovery provided
to the holders of allowed Class 2A claims."
The Court scheduled a July 25, 2016 hearing to consider the
Disclosure Statement, according to the report.
About Warren Resources
Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves. It is primarily focused on the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.
The Debtors listed total assets of $230 million and total debt of
$545 million.
Warren Resources, Inc., Warren E&P, Inc., Warren Resources of
California, Inc., Warren Marcellus LLC, Warren Energy Services, LLC
and Warren Management Corp. each filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead
Case No. 16-32760) on June 2, 2016.
The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC
as investment banker, Deloitte Transactions and Business Analytics
LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as
claims, balloting and noticing agent.
Judge Marvin Isgur has been assigned the cases.
WEX INC: Moody's Affirms Ba3 Corporate Family Rating
----------------------------------------------------
Moody's Investors Service affirmed WEX Inc.'s Ba3 Corporate Family
Rating and Ba3 senior unsecured debt rating. Moody's also assigned
Ba3 ratings to WEX's proposed $470 million revolver, $445 million
term loan A, and $1.21 billion term loan B. The rating outlook
remains negative.
Affirmations:
-- Corporate Family Rating, Affirmed at Ba3
-- $400 Million Senior Unsecured Notes, Affirmed at Ba3
Assignments:
-- $470 Million Senior Secured Revolving Credit Facility,
Assigned at Ba3
-- $445 Million Senior Secured Term Loan A, Assigned at Ba3
-- $1.21 Billion Senior Secured Term Loan B, Assigned at Ba3
Outlook Action:
-- Outlook, Remains at Negative
RATINGS RATIONALE
The ratings affirmation reflects WEX's strong market position in
its core fleet payment solutions business, which will be further
strengthened by its acquisition of ElectronicFunds Source LLC
("EFS"), as well as the company's attractive operating margins and
strong profitability. The ratings also reflects WEX's strong and
stable asset quality metrics related to its charge card
receivables, which comprise more than 60% of the company's tangible
asset base. Balancing these positive factors are a number of credit
challenges which include the company's higher financial leverage
resulting from the acquisition, fleet revenue dependence on gas and
diesel fuel prices, and weak capital position due to its negative
tangible equity position.
The outlook continues to be negative, reflecting the integration
risks of the EFS acquisition as well as the company's tolerance for
materially increasing leverage when making acquisitions. Upon
completion of the EFS acquisition, the company projects that
leverage will increase, with corporate debt to company-reported
bank covenant EBITDA increasing to more than 4.5x from 3.0x as of
30 June 2015. This is the second large acquisition for the company
in two years with both acquisitions being financed largely with
debt. As a result, WEX's bank covenant debt / EBITDA ratio has
increased well above both its historic average as well its target
range of 2.0x to 3.0x, a credit negative.
The outlook could return to stable once the company-reported bank
covenant debt / EBITDA declines below 4.00x, the new acquisition is
successfully integrated, the company's liquidity reaches and is
expected to remain above $350 million, and the company has at least
a 20% cushion in its financial covenants.
The ratings could be downgraded in the event that company-reported
bank covenant debt / EBITDA increases above 5.0x and is expected to
remain at such level for three or more quarters, or if
company-reported bank covenant debt / EBITDA rises above 5.5x. A
weakening of profitability whereby net income / assets fell below
2.0% or declining asset quality with charge-offs rising above 0.50%
would also put downward pressure on the ratings.
Given the negative outlook, an upgrade is currently unlikely.
WHISTLER ENERGY II: Bristow, Schlumberger Named Committee Members
-----------------------------------------------------------------
Henry G. Hobbs, Jr., acting U.S. trustee for Region 5, on June 13
appointed Bristow U.S. LLC and Schlumberger Technology Corp. to
serve on the official committee of unsecured creditors of Whistler
Energy II, LLC.
The committee is now composed of:
(1) Adriatic Marine, LLC
Attn: Anthony Cibilich, Manager
201 Raceland St.
Raceland, LA 70394
(2) Bristow U.S. LLC
Attn: Joleigh Hulin
4605 Industrial Dr.
New Iberia, LA 70560
(3) C & G Boats
Attn: Neil Vincent, CFO
1000 Commission Blvd.
Lafayette, LA 70508
(4) Premier Fluids
Attn: Stuart Breckon, Director
1035 Dairy Ashford, Suite 320
Houston, TX 77079
(5) Pyramid Tubular Products L.P.
Attn: Ken Richmond, CFO
2 Northpoint Dr., Suite 610
Houston, TX 77060
(6) Schlumberger Technology Corporation
Attn: Donald E. Burell, Regional Credit Manager
1325 S. Dairy Ashford
Houston, TX 77077
(7) Tesco Offshore Services Inc.
Attn: C. Brendan Cummings, Deputy General Counsel
11330 Clay Road, Suite 350
Houston, TX 77041
The bankruptcy watchdog appointed Adriatic Marine, C & G Boats,
Premier Fluids, Pyramid Tubular, and Tesco Offshore on June 7,
court filings show.
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 Whistler Energy II
Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC,
Scientific Drilling, and Patterson Services, Inc., filed an
involuntary Chapter 11 petition against alleged debtor, Houston,
Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No.
16-10661) on March 24, 2016. Judge Jerry A. Brown presides over
the case. The Petitioners are represented by Stewart F. Peck,
Esq., who has an office in New Orleans, Louisiana.
WILLIAMS CONTRACTING: Taps Sodoma Law as Bankruptcy Counsel
-----------------------------------------------------------
Williams Contracting, LLC dba diggpros, asks for authority from the
U.S. Bankruptcy Court for the Western District of North Carolina to
employ the law firm of Sodoma Law, P.C., as bankruptcy counsel for
this Chapter 11 case.
The Firm will:
(i) provide legal advice concerning the responsibilities as a
Chapter 11 debtor-in-possession and the continued
management of the business;
(ii) negotiate, prepare, and pursue confirmation of a Chapter
11 plan and approval of disclosure statement, and all
related reorganization agreements and documents;
(iii) prepare all necessary motions, applications, reports,
orders, objections and the like associated with
prosecuting the Chapter 11 case;
(iv) preparation and the appearance in Bankruptcy Court to
protect the Debtor's best interests;
(v) preform all other legal services for the Debtor which may
become necessary in this Chapter 11 case; and
(vi) prosecute and defend the Debtor in all adversary
proceedings related to the base case.
The Firm will be paid at these hourly rates:
John C. Woodman, Esq. $250
Brittany Griffin, Paralegal $125
Kris Euchner, Staff $50
John C. Woodman, Esq., at the Firm, assures the Court that the Firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.
The Firm can be reached at:
John C. Woodman, Esq.
Sodoma Law, P.C.
211 East Boulevard
Charlotte, NC 28203
Tel: (704) 442-0000
E-mail: jwoodman@sodomalaw.com
Formed on July 23, 2010, and headquartered in Union County, North
Carolina, Williams Contracting, LLC dba diggpros s a single-member
limited liability company that preforms digging and drenching
services for both commercial businesses and construction sites as
well as residential homeowners. The Debtor has five W-2 employees
and one independent contractor.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
W.D.N.C. Case No. 16-30814) on May 17, 2016. John C. Woodman,
Esq., at Sodoma Law serves as the Debtor's bankruptcy counsel.
WINEBOW GROUP: S&P Outlook Still Neg on Continued Soft Performance
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating to
U.S.-based Winebow Group LLC. The outlook is negative.
At the same time, S&P affirmed the 'B' issue-level rating on the
$230 million first-lien loan due 2021 and the 'CCC+' issue-level
rating on the $130 million second-lien loan due 2021. The recovery
ratings are unchanged at '3' and '6', respectively. The '3'
recovery rating reflects S&P's expectations for meaningful recovery
(at the lower end of the 50% to 70% range) and the '6' recovery
rating reflects S&P's expectations for negligible (0% to 10%)
recovery.
The ratings reflect the company's soft performance after the merger
between Winebow and The Vintner Group in 2014, specifically
integrating the overlapping pre-merger environment of the Northeast
wholesale business and related brand losses in the region, in
addition to a generally weak macroeconomic environment, which
affected on-premise customers--the largest component of Winebow's
fine wine customer base. These factors resulted in total adjusted
debt levels that are weaker than S&P expected. S&P estimates
EBITDA and cash flow ratios will remain weak, including core
leverage ratios of debt to EBITDA above 8x, funds from operations
(FFO) to debt below 12%, and interest coverage below 2x over the
next 12 months.
"The company has been working on improving its cost structure,
including facility and office consolidation, which has helped to
maintain operating margins," said S&P Global Ratings credit analyst
Stephanie Harter. "Still, we don't expect leverage to improve
significantly until 2017, with increased distribution in existing
states leading to some cash flow improvement to be used towards
debt repayment."
The negative outlook reflects S&P's expectation that the improved
operating executing will be modest, which will continue to delay
meaningful credit measure improvement. It also reflects S&P's
forecast for modest free cash flow levels, which might not permit
the company to reduce leverage to S&P's prior expectations of
closer to 7x until well into calendar 2017. S&P could lower its
rating if the company cannot achieve its growth prospects, or if
the company suffers additional brand distribution losses. To avoid
a lower rating, S&P expects adjusted leverage to improve below 8x
and interest coverage to approach 2x over the next several
quarters.
S&P would revise the outlook to stable if the company accelerates
improvements in operating performance and leverage declines closer
to 7x. S&P believes this could occur if the company continues to
integrate recent acquisitions while acquiring additional
distribution rights thereby permitting it to leverage its lower
cost base with higher sales volumes. S&P estimates
mid-single-digit percentage sales growth could lead to about a
100-basis-point increase in gross margin would result in total
adjusted leverage of about 7x.
*********
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
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Copyright 2016. All rights reserved. ISSN: 1520-9474.
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