/raid1/www/Hosts/bankrupt/TCR_Public/161228.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, December 28, 2016, Vol. 20, No. 362
Headlines
399 LONE OAK: Names Margaret McClure as Counsel
ABE Q. MILLS: Wants Plan Filing Period Extended for 10 Days
ABENGOA KANSAS: Court Extends Plan Filing Period to March 6
ALTA MESA: To Redeem 9.625% Senior Notes due 2018
ASHBURY HILLSIDE: Trustee's Sale of Purcellville Property Approved
AUTHENTIDATE HOLDING: Lazarus Reports 8.5% Stake as of Dec. 21
BASIC ENERGY: Completes Prepackaged Restructuring, Exits Ch.11
BASIC ENERGY: Inks $164M Term Loan with U.S. Bank et al.
BASIC ENERGY: Obtains $75M Revolving Loan from BofA, Wells Fargo
BASIC ENERGY: Unveils New Management, Incentive Plan & Awards
BAVARIA YACHTS: Hires Chase CPA as Accountant
BCDG LP: Court Allows Cash Use on Final Basis Until Jan. 6
BENNU TITAN: Can Get DIP Loan, Use Cash on Interim Basis
BLAIR OIL: $1,000 Sale of KEJR-V Interests to Heartland Approved
BOWER CONTRACTING: Hires Kutner Brinen as Bankruptcy Counsel
BPS US HOLDINGS: Equity Panel Taps Houlihan as Financial Advisor
BPS US HOLDINGS: Equity Panel Taps McMillan as Canadian Co-Counsel
BREITBURN ENERGY: Seeks Plan Extension; Awaits Committee Proposal
BULLSEYE TRANSPORT: Taps Antonik Law Offices as Legal Counsel
CHARLES BRADLEY: Bunch & Brock Representing Gary C. Johnson, et al
CHINACAST EDUCATION: Seeks to Hire Klestadt as Legal Counsel
CHINACAST EDUCATION: Seeks to Hire Reid Collins as Special Counsel
CHOUDRIES INC: Trustee Seeks to Hire NAI CIR as Realtor
CHOUDRIES INC: Trustee Taps A. Everhart as Business Consultant
CLARK-CUTLER-MCDERMOTT: Taps Dexter Hofing for Pension Issues
COBALT INTERNATIONAL: Files $1 Billion Prospectus with SEC
CTI BIOPHARMA: Has $25.3M Net Financial Standing as of Nov. 30
DAVE 60 NYC: Hires Kenny Nachwalter as Special Litigation Counsel
DEPENDABLE AUTO: Wants to Get DIP Loan From ADESA, Use Cash
DIRECT MEDIA: Tetzlaff to Replace Tracy Firm as Legal Counsel
DOWLING'S PALACE: Hires Lohr & Associates as Counsel
ECOARK HOLDINGS: Greg Landis Resigns as Director
EDISON MISSION: EME Trust's Board Okays Final Net Cash Liquidation
FAIR HAVEN: Wants $1.22MM Sale of Shellfishing Biz to Norm Bloom
FLOUR CITY BAGELS: Execs Seek to Take Over 28 Locations
GILLESPIE OFFICE: Court Extends Plan Filing Period to March 31
GREATER ERIE INDUSTRIAL: Trustee Seeks OK for Sale of IP Property
GREATHOUSE RESTAURANTS: BNC Does Not Consent to Cash Use
HARBORVIEW TOWERS COUNCIL: Can Use Cash Collateral Until June 30
HEXION INC: Amends Credit Facility to Permit Notes Refinancing
ION GEOPHYSICAL: Has $20M "At-The-Market" Equity Offering Program
JACK ROSS: Wants Feb. 20 Exclusive Plan Filing Period Extension
JEFF BENFIELD: Has Until Jan. 24 to Use Cash Collateral
JUROMA PROPERTIES: Toz-Bel Proposes $100K Replacement Financing
LOPEK COMPANIES: Wants to Use BB&T, Comerica Cash Collateral
MOSAIC MANAGEMENT: Has Until Jan. 31 to File Chapter 11 Plan
MOSAIC MANAGEMENT: U.S. Trustee Unable to Appoint Committee
OAKFABCO INC: Wants Plan Filing Period Extended to Feb. 7
OPTIMA SPECIALTY: Seeks to Hire Garden City Group as Claims Agent
OTS CAPITAL: Court Allows Use of Touchmark National Bank Cash
PAROLE BESTGATE: Wants to Use Elizon DB Transfer Agent Cash
PASS BUSINESS: Hires Matthew Pepper as Counsel
PASS BUSINESS: Seeks to Hire Matthew Pepper as Legal Counsel
PEABODY ENERGY: Ch. 11 Exit Plan Reduces Debt By $6.6-Bil.
PETTY FUNERAL: Hires Petty Funeral as Accountant
PHOTO STENCIL: Hires Lathrop & Gage as Special Counsel
PICO HOLDINGS: Modified Employee Compensation Plan Released
PIONEER HEALTH: Seeks to Hire MRXE Capital as Real Estate Broker
RAHMANIA PROPERTIES: Seeks Feb. 28 Plan Filing Period Extension
RESHETAR REALTY: Seeks to Hire Douglas E. Estep as Accountant
ROMEO'S PIZZA: Hires Siegel & Siegel as Accountant
SCOTT A. BERGER: Has Until Jan. 11 to Use Cash Collateral
SEANERGY MARITIME: Jelco Delta Reports 70.6% Stake as of Dec. 21
SEATRUCK INC: Hires Fowler Burnett as Counsel
SHORELINE ENERGY: Creditors' Panel Hires Royston as Local Counsel
SK DENTAL: Hires Simbro & Stanley as Counsel
SMARTMALLOW FARMS: Hires Callaghan as Special Counsel
SOMERSET THOR: Hires Zimmel Associates as Realtor
STONE ENERGY: Hires Epiq as Claims and Noticing Agent
SUNEDISON INC: Seeks to Hire Brown Rudnick as Special Counsel
TEXAS PELLETS: Has Until Jan. 27 to File Reorganization Plan
TOWERSTREAM CORP: Board OKs Option Awards to Non-Exec. Employees
VALUEPART INCORPORATED: Hires FocalPoint as Investment Banker
VINH PHAT SUPERMARKET: Seeks OK of $1.2MM Insider Sale Under Plan
WA PORTFOLIO: Hires LaMonica Herbst as Counsel
WALTER BOOTH: Seeks to Hire Hennessey as Accountant
YU HUA LONG: Ch.11 Trustee Hires Levene Neale as Bankr. Counsel
[*] S&P Reviews Ratings on US HealthCare Business & Consumer Sector
[*] S&P Reviews Ratings on US Technology Services Sector
[*] S&P Revises Ratings on US Containers and Packaging Sector
[*] S&P Revises Ratings on US Gaming Sector
[*] S&P Revises Ratings on US Metals and Mining Sector
[*] S&P Revises Ratings on US Pharmaceutical Sector
[*] Sullivan Joins Windels' Bankruptcy & Creditors' Rights Group
*********
399 LONE OAK: Names Margaret McClure as Counsel
-----------------------------------------------
399 Lone Oak, Ltd. filed an ex-parte application to the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Margaret M. McClure as counsel under general retainer.
The Debtor requires counsel to:
-- give the Debtor legal advice with respect to the Debtor's
powers and duties as debtor-in-possession in the continued
operation of the Debtor's business and management of the
Debtor's property; and
-- perform all legal services for the debtor-in-possession
which may be necessary herein.
The counsel will be paid at these hourly rates:
Margaret M. McClure $400
Paralegal $150
Ms. McClure will also be reimbursed for reasonable out-of-pocket
expenses incurred.
10 Forestwood, Ltd., an affiliate of the Debtor, paid the counsel a
$25,000 retainer on December 5, 2016. The retainer balance consists
of $1,717 for the filing fee and $23,283 to be applied to services
rendered or expenses incurred in connection with representing the
debtor in the bankruptcy proceeding, subject to court approval.
Margaret M. McClure assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estate.
Ms. McClure can be reached at:
Margaret M. McClure, Esq.
909 Fannin, Suite 3810
Houston, TX 77010
Tel: (713) 659-1333
Fax: (713) 658-0334
E-mail: margaret@mmmcclurelaw.com
399 Lone Oak, Ltd., based in Houston, Tex., filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 16-36117) on December 5, 2016.
The Hon. Marvin Isgur presides over the case. Margaret Maxwell
McClure, Esq. serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by
Christopher J. Brown, president.
ABE Q. MILLS: Wants Plan Filing Period Extended for 10 Days
-----------------------------------------------------------
Abe Q. Mills Trucking Co. asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to extend its exclusive period for
filing a plan of reorganization and disclosure statement for an
additional 10 days.
The Debtor tells the Court that after filing its Petition, the
Debtor has engaged in the extensive study of its reorganization
potential, cash flow information and ability to service its major
secured creditor's secured claim. The Debtor further tells the
Court that as a result of the ongoing reviews, the Debtor has
preliminarily formulated a plan of reorganization and a disclosure
statement, but they are not in final form.
The Debtor contends that it does not seek the extension for
purposes of delay, but rather, to allow the Debtor an opportunity
to fully formulate and file its proposed Plan and Disclosure
Statement.
About Abe Q. Mills Trucking Co.
Abe Q. Mills Trucking Co. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Miss. Case No. 16-02068) on June 27,
2016. The petition was signed by Abe Q. Mills, president/director.
The Debtor is represented by Craig M. Geno, Esq., at the Law
Offices of Craig M. Geno, PLLC. The Debtor estimated assets at
$100,001 to $500,000 and liabilities at $500,001 to $1 million at
the time of the filing.
ABENGOA KANSAS: Court Extends Plan Filing Period to March 6
-----------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas extended Abengoa Bioenergy Biomass of Kansas,
LLC's exclusive periods for filing a plan of reorganization and
soliciting acceptances to the plan through March 6, 2017 and May 8,
2017, respectively.
Absent the extension, the Debtor's exclusive plan filing period
would have expired on December 6, 2016. The Debtor's exclusive
solicitation period was set to expire on February 6, 2017.
The Debtor previously sought the extension of its exclusive
periods, relating that the Court had approved the sale of
substantially all of its assets to Synata Bio, Inc. for a price of
$48,500,000. The Debtor further related that the Sale was
scheduled to close on December 8, 2016.
The Debtor told the Court that with the Sale almost complete, the
Debtor, together with its advisors, is now focused on developing a
Plan. The Debtor further told the Court that it sought to work
with the Official Committee of Unsecured Creditors and its
advisors, as well as other interested parties in the chapter 11
case, in order to attempt to consensually resolve any potential
issues with a proposed Plan, to save estate resources and wind down
the chapter 11 case in a timely and efficient fashion.
The Debtor contended that an extension of the Exclusivity Periods
would allow the Debtor to develop and take all the necessary steps
to implement the strategy that would result in the best outcome for
all stakeholders of the Debtor.
About Abengoa Bioenergy US
Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A., a Spanish company founded in 1941. The global
headquarters of Abengoa Bioenergy is in Chesterfield, Missouri.
With a total investment of $3.3 billion, the United States has
become Abengoa S.A.'s largest market in terms of sales volume,
particularly from developing solar, bioethanol, and water
projects.
Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range of
customers in the energy and environmental sectors. Abengoa is one
of the world's top builders of power lines transporting energy
across Latin America and a top engineering and construction
business, making massive renewable-energy power plants worldwide.
On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to
seek protection under Article 5bis of Spanish insolvency law, a
pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs. The Spanish company is facing a March 28, 2016,
deadline to agree on a viability plan or restructuring plan with
its banks and bondholders, without which it could be forced to
declare bankruptcy.
Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter
7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case
is Bankr. D. Neb. Case No. 16-80141. An order for relief has not
been entered, and no interim Chapter 7 trustee has been appointed
in the Involuntary Cases. The petitioning creditors are represented
by McGrath, North, Mullin & Kratz, P.C.
On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion. The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.
The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as
financial advisor, Lazard as investment banker and Prime Clerk LLC
as claims and noticing agent.
Abengoa Bioenergy Biomass of Kansas
On March 23, 2016, three subcontractors asserting disputed state
law lien claims against Abengoa Bioenergy Biomass of Kansas, LLC
filed an involuntary petition under chapter 7 of the Bankruptcy
Code. The case was converted to a case under chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 16-10446) on April 8,
2016.
In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the
request of Abengoa Bioenergy Biomass of Kansas to transfer its case
to the Bankruptcy Court for the District of Delaware where cases
involving its indirect parent companies and other affiliates are
pending. Judge Nugent said the facts and unique circumstances
surrounding the debtor and its known creditors do not warrant
transferring the case.
The Debtor is represented by Christine L. Schlomann, Esq., Richard
W. Engel, Jr., Esq., and Erin M. Edelman, Esq., at Armstrong
Teasdale LLP, Vincent P. Slusher, Esq., David E. Avraham, Esq., R.
Craig Martin, Esq., and Kaitlin M. Edelman, Esq., at DLA Piper LLP
(US).
Petitioning creditor Brahma Group, Inc. is represented by W. Rick
Griffin, Esq. -- wrgriffin@martinpringle.com -- and Samantha M
Woods, Esq. -- smwoods@martinpringle.com -- at Martin Pringle
Oliver Wallace & Bauer. Petitioning creditors CRB Builders LLC and
Summit Fire Protection Co. are represented by Robert M.Pitkin, Esq.
-- rPitkin@hab-law.com -- and Danne W Webb, Esq. –
dwebb@hab-law.com -- at Horn Aylward & Bandy LLC.
The Official Committee of Unsecured Creditors is represented in the
Kansas bankruptcy case by Adam L. Fletcher, Esq., Michelle
Manzoian, Esq., Alexis C. Beachdell, Esq., Michael A. VanNiel,
Esq., and Kelly S Burgan, Esq., at Baker & Hostetler LLP and Robert
L. Baer, Esq., at Cosgrove, Webb & Oman.
ALTA MESA: To Redeem 9.625% Senior Notes due 2018
-------------------------------------------------
Alta Mesa Holdings, LP issued a notice of redemption to redeem any
and all of the 9.625% Senior Notes due 2018 issued by the Company
and Alta Mesa Finance Services Corp. that remained outstanding
following the expiration of the Company's previously announced cash
tender offer that expired on Dec. 7, 2016.
In connection therewith, on Dec. 8, 2016, the Company caused to be
deposited, with Wells Fargo Bank, National Association, the Trustee
for the 9.625% Notes, funds sufficient to redeem any 9.625% Notes
remaining outstanding on Jan. 7, 2017. The redemption payment
deposit included approximately $69,925,000 of outstanding principal
at a redemption price of 100% of the face amount of the 9.625%
Notes, plus accrued and unpaid interest thereon to, but not
including, the Redemption Date. The 9.625% Notes, which bore
interest at 9.625% per year, were scheduled to mature on Oct. 15,
2018.
On Dec. 20, 2016, the Trustee executed a satisfaction and discharge
of the Indenture relating to the 9.625 Notes, dated as of Oct. 13,
2010, among the Company, Alta Mesa Finance Services Corp., the
subsidiary guarantors named therein and the Trustee. The
Satisfaction and Discharge, among other things, discharged the
Indenture and the obligations of the Company thereunder.
Notwithstanding the Satisfaction and Discharge, certain customary
provisions of the Indenture, including those relating to the
compensation and indemnification of the Trustee, will survive.
About Alta Mesa
Headquartered in Houston, Texas, Alta Mesa is a privately held
company engaged primarily in onshore oil and natural gas
acquisition, exploitation, exploration and production whose focus
is to maximize the profitability of its assets in a safe and
environmentally sound manner. The Company seeks to maintain a
portfolio of lower risk properties in plays with known resources
where the Company identifies a large inventory of lower risk
drilling, development, and enhanced recovery and exploitation
opportunities. The Company maximizes the profitability of its
assets by focusing on sound engineering, enhanced geological
techniques including 3-D seismic analysis, and proven drilling,
stimulation, completion, and production methods.
As of Sept. 30, 2016, Alta Mesa had $780.1 million in total assets,
$1.07 billion in total liabilities and a partners' deficit of
$298.0 million.
Alta Mesa reported a net loss of $131.8 million for the year ended
Dec. 31, 2015, following net income of $99.20 million for the year
ended Dec. 31, 2014.
* * *
In December 2016, Moody's Investors Service placed Alta Mesa
Holdings' 'Caa2' Corporate Family Rating (CFR) and 'Caa2-PD'
Probability of Default Rating (PDR) under review for
upgrade and assigned a 'Caa1' rating to the proposed offering of
$450 million of senior unsecured notes.
In December 2016, S&P Global Ratings said that it raised its
corporate credit rating on Alta Mesa Holdings to 'B-' from 'CCC+'.
"The upgrade follows Alta Mesa's announcement that it used the
proceeds from a recent preferred equity issuance to pay down its
second-lien debt and repay part of the revolving credit facility,"
said S&P Global Ratings' credit analyst Daniel Krauss.
ASHBURY HILLSIDE: Trustee's Sale of Purcellville Property Approved
------------------------------------------------------------------
Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized the sale by Kevin R. McCarthy, the
Chapter 11 Trustee for Ashbury Hillside, LLC, of approximately 64.5
acres, more or less, of undeveloped land along Ashbury Church Road,
Purcellville, Loudoun County, Virginia, to Highland Construction
Management Services, LP, for $410,000.
A hearing on the Motion was held on Dec. 20, 2016.
The sale is free and clear of the lien of Summit Community Bank,
Inc. (but the lien of Summit Bank will attach to the net sale
proceeds in an amount to be determined at a later date by consent
or Court Order) and the liens of any taxing authorities but subject
to the conservation easement of The Northern Virginia Conservation
Trust.
The Trustee will hold funds in escrow in order to pay Summit Bank a
percentage of the net proceeds from the sale of the Property at
closing in satisfaction of Summit Bank's lien against certain
parcels of the Property (but not as to any parcels that are not
part of the Property), such percentage to be determined at a later
date by consent or Court Order, and will pay any taxing authority
from the proceeds of the sale at closing an amount sufficient to
satisfy any tax liens against the Property.
The Trustee is authorized to pay from the proceeds of the sale
customary closing costs pursuant to the Contract or as is typical
for commercial real estate transactions within the Commonwealth of
Virginia.
About Ashbury Hillside
Three alleged creditors filed an involuntary Chapter 11 petition
for Ashbury Hillside, LLC (Bankr. E.D. Va. Case No. 15-11801) on
May 26, 2015.
The petitioning creditors are Joseph Bane, Jr., Warren R. Stein PC
and PSD, LLC. The creditors tapped as counsel David J. McClure,
Esq., at McClure & Bruggemann.
Kevin R. McCarthy, serves as the Chapter 11 trustee of the Debtor.
Stephen E. Leach, Esq., of Hirschler Fleisher P.C., represents the
Chapter 11 Trustee.
AUTHENTIDATE HOLDING: Lazarus Reports 8.5% Stake as of Dec. 21
--------------------------------------------------------------
Lazarus Management Company LLC and Justin B. Borus disclosed that
as of Dec. 21, 2016, they beneficially own 627,784 shares of common
stock, par value $0.001 per share, of Authentidate Holding Corp.,
representing 8.5 percent of the shares outstanding. Lazarus
Investment Partners LLLP also reported beneficial ownership of
626,951 common shares as of that date. A full-text copy of the
regulatory filing is available for free at:
https://is.gd/KYupg7
About Authentidate
Authentidate Holding Corp. and its subsidiaries provide secure
web-based revenue cycle management applications and telehealth
products and services that enable healthcare organizations to
increase revenues, improve productivity, reduce costs, coordinate
care for patients and enhance related administrative and clinical
workflows and compliance with regulatory requirements. The
Company's web-based services are delivered as Software as a Service
(SaaS) to its customers interfacing seamlessly with billing,
information and document management systems. These solutions
incorporate multiple features and security technologies such as
business-rules based electronic forms, intelligent routing,
transaction management, electronic signatures, identity
credentialing, content authentication, automated audit trails and
remote patient management capabilities. Both web and fax-based
communications are integrated into automated, secure and trusted
workflow solutions.
Authentidate reported a net loss of $9.7 million on $3.68 million
of total revenues for the year ended June 30, 2015, compared to a
net loss of $7.14 million on $5.55 million of total revenues for
the year ended June 30, 2014.
As of March 31, 2016, Authentidate had $55.2 million in total
assets, $11.5 million in total liabilities and $43.7 million in
total shareholders' equity.
EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company's recurring losses
from operations and negative cash flows from operations raise
substantial doubt about its ability to continue as a going concern.
BASIC ENERGY: Completes Prepackaged Restructuring, Exits Ch.11
--------------------------------------------------------------
Basic Energy Services, Inc. said the Company's First Amended Joint
Prepackaged Chapter 11 Plan became effective pursuant to its terms
and the Debtors emerged from their Chapter 11 Cases on Dec. 23,
2016.
The U.S. Bankruptcy Court for the District of Delaware on Dec. 9,
2016, entered an order approving the Prepackaged Plan.
Through its Prepackaged Plan, Basic equitized over $800 million of
unsecured debt, including accrued interest, eliminated over $60
million in annual cash interest, and raised $125 million of new
capital. Existing shareholders of record as of the close of
trading on December 23, 2016 will receive new common stock and
warrants in the reorganized Company. The Company believes its
substantially deleveraged balance sheet and capital infusion
position Basic for long-term success for the benefit of all of its
stakeholders.
"Today marks the completion of a restructuring and recapitalization
that allows the Company to move forward with a solid financial
foundation from which we expect to continue to strengthen our
business and grow," said Roe Patterson, Chief Executive Officer,
said in a statement on Friday. "We now have the financial
flexibility to continue to provide our customers with
industry-leading expertise and safe, efficient services. Basic is
thankful for the continued support of our employees, customers and
suppliers and for the support of our secured term loan lenders,
secured ABL lenders and unsecured bondholders. That support has
been integral to the successful outcome of the chapter 11
process."
The Company's new common stock (CUSIP number 06985P 209) has been
approved for listing on the New York Stock Exchange under the NYSE
ticker symbol "BAS," the same as the symbol for existing shares of
the Company's issued common stock (CUSIP number 06985P 100).
Trading in the New Common Shares on the NYSE was expected to
commence December 27. The Company's warrants will not be listed on
the NYSE or any other exchange at this time.
As of Sept. 30, 2016, Basic was considered to be in default on its
$100 million ABL Credit Facility. As such, the only amount
eligible under the borrowing base was the amounts associated with
the Company's letters of credit.
Registration Rights Agreement
On the Effective Date, the Company and certain holders party to the
backstop agreement with the Company or their affiliates of the
newly issued shares of common stock, par value $0.01, of the
Company executed a registration rights agreement, dated as of the
Effective Date. Pursuant to the Registration Rights Agreement,
among other things, Stockholders who collectively have beneficial
ownership of at least 5% of the New Common Shares originally issued
under the Prepackaged Plan (such Stockholders, the "Demand Holders"
and each a "Demand Holder"), calculated on a fully diluted basis
assuming the exercise of all Warrants, will have the right to
request the Company to file with the Securities and Exchange
Commission (the "SEC"), a registration statement on Form S-1 or S-3
of all or any portion of the Registrable Securities held by such
Demand Holder. Notwithstanding the foregoing, the Company shall be
required to conduct no more than two Registrations on Form S-1 for
each Large Demand Holder and no more than three for Small Demand
Holders in the aggregate; and an unlimited number of Registrations
on Form S-3 for all Holders. Any Demand Holder may request that any
offering conducted under Registration on Form S-1 or a Registration
on Form S-3 be underwritten.
Warrant Agreement
On the Effective Date, the Company entered into a warrant agreement
with American Stock Transfer & Trust Company, LLC, as warrant
agent. Pursuant to the terms of the Prepackaged Plan, the Company
will issue warrants, which in the aggregate, are exercisable to
purchase up to 2,066,627 New Common Shares.
In accordance with the Prepackaged Plan, the Company will issue
Warrants to the holders of the Existing Equity Interests, totaling
2,066,627 Warrants outstanding, exercisable until December 23,
2023, to purchase up to an aggregate of 2,066,627 New Common Shares
at an initial exercise price of $55.25 per share, subject to
adjustment as provided in the Warrant Agreement.
All unexercised Warrants will expire, and the rights of the
Warrantholder to purchase New Common Shares will terminate on
December 23, 2023 at 5:00 p.m., New York City time, which is the
seventh anniversary of the Effective Date.
Warrantholders are not entitled, by virtue of holding Warrants, any
rights of a Stockholder, including, but not limited to, the right
to vote, to receive dividends or other distributions, to exercise
any preemptive right or, except as otherwise provided in the
Warrant Agreement, to receive notice as Stockholders in respect of
the meetings of Stockholders or for the election of directors of
the Company or any other matter unless, until and only to the
extent such Warrantholder becomes a holder of record of New Common
Shares issued upon settlement of Warrants.
The number of New Common Shares for which a Warrant is exercisable,
and the exercise price per share of such Warrant are subject to
adjustment from time to time pursuant to the Warrant Agreement upon
the occurrence of certain events, including, but not limited to,
the issuance of a stock dividend to all holders of New Common
Shares, a subdivision, a combination or other reclassification of
the New Common Shares.
Upon the occurrence of a merger, consolidation, recapitalization,
reclassification, reorganization or business combination with
another entity, each Warrantholder will, subject to certain
exceptions, have the right to receive, upon exercise of a Warrant,
an amount of securities, cash or other property received in
connection with such event with respect to or in exchange for the
number of New Common Shares for which such Warrant is exercisable
immediately prior to such event; provided that in some cases, as
set out in the Warrant Agreement, the Company may distribute cash
only.
The Warrants generally only permit Warrantholders to exercise the
Warrants for a cash payment or a cashless exercise, unless the New
Common Shares are not listed on a national securities exchange as
of the applicable exercise date. A Warrantholder may elect to pay
cash to purchase the shares underlying the Warrant at the
then-applicable exercise price. If a Warrantholder elects to have a
cashless exercise, the Company will reduce the number of New Common
Shares issuable pursuant to the exercise of the Warrants, without
any cash payment therefor.
On the Effective Date, by operation of the Prepackaged Plan, all
agreements, instruments, and other documents evidencing, relating
to or connected with any equity interests of the Company, including
the outstanding shares of the Company's common stock, par value
$0.01 per share, issued and outstanding immediately prior to the
Effective Date (the "Old Common Shares"), and any rights of any
holder in respect thereof, were deemed cancelled, discharged and of
no force or effect.
The Company field with the Securities and Exchange Commission a
Form S-8 POS to deregister securities that remain unsold under
these Registration Statements:
-- Registration No. 333-210373, pertaining to the registration
of an additional 1,000,000 shares of the Company's common stock,
under its Sixth Amended and Restated Basic Energy Services, Inc.
2003 Incentive Plan, which was filed with the SEC on March 23,
2016; and
-- Registration No. 333-211561, pertaining to the registration
of an additional 1,000,000 shares of the Company's common stock,
under the 2003 Plan, which was filed with the SEC on May 24, 2016.
A copy of the Form S-8 POS is available at https://is.gd/if3E9d
On the Effective Date, by operation of the Prepackaged Plan, all
outstanding obligations under these notes issued by the Company and
the indentures governing such obligations were cancelled, except to
the limited extent expressly set forth in the Prepackaged Plan:
* 7.75% Senior Notes due 2019 (the "2019 Notes"), issued
pursuant to that certain Indenture dated as of February 15, 2011,
among the Company, as issuer, the guarantors named therein and
Wilmington Trust, National Association, as successor trustee; and
* 7.75% Senior Notes due 2022 (the "2022 Notes," and together
with the 2019 Notes, the "Unsecured Notes"), issued pursuant to
that certain Indenture dated as of October 16, 2012, among the
Company, as issuer, the guarantors named therein and Wilmington
Trust, National Association, as successor trustee.
On the Effective Date, the Company issued (i) 14,925,000 New Common
Shares to holders of the Unsecured Notes, (ii) 75,001 New Common
Shares to existing stockholders of Basic as of the Effective Date
and (iii) 10,825,620 New Common Shares for the deemed conversion of
convertible notes issuable in connection with a rights offering
contemplated by the Prepackaged Plan and completed pursuant
thereto. Pursuant to the Prepackaged Plan, Basic previously
intended to issue 9% PIK interest unsecured notes due 2019 in the
aggregate principal amount of $131,250,000 (the "New Convertible
Notes") on the Effective Date, which would have been mandatorily
convertible into New Common Shares upon the earliest to occur of:
(i) 36 months following the Effective Date; (ii) if, on any date
(the "Conversion Trigger Date") following the Effective Date, the
closing price per New Common Share during each of the preceding
consecutive 30 trading days has been greater than or equal to 150%
of the Plan Value (as defined in the Prepackaged Plan), the later
of the Conversion Trigger Date and the second anniversary of the
Effective Date; and (iii) the election to effect the conversion by
a vote of the holders of a majority of the New Convertible Notes.
However, the Prepackaged Plan provided that if no later than 5 p.m.
Prevailing Eastern Time on December 13, 2016, Basic was provided
with an irrevocable notice (such notice, a "Conversion Notice")
from parties that collectively would be entitled to receive a
majority of the New Convertible Notes (such parties, the "Requisite
Note Conversion Holders") of such holders' intent to exercise
certain conversion rights with respect to the New Convertible
Notes, such New Convertible Notes would be deemed converted to New
Common Shares of the reorganized Basic on the Effective Date.
On December 13, 2016, the Requisite Note Conversion Holders
provided Basic with a Conversion Notice, which was accepted by
Basic. Accordingly, the New Convertible Notes were deemed to have
been converted to New Common Shares on the Effective Date, and any
party that would have been entitled to receive New Convertible
Notes, in lieu of receiving such New Convertible Notes, instead
received a number of New Common Shares equal to the number of New
Common Shares such party would have received if the New Convertible
Notes were converted to New Common Shares on the Effective Date.
On the Effective Date, the Company reserved an additional (i)
approximately 2,066,627 New Common Shares for issuance upon the
potential exercise of the Warrants and (ii) 3,237,671 New Common
Shares for issuance under a Management Incentive Plan. On a fully
diluted basis, after the deemed conversion of the New Convertibles
Notes and assuming the issuance or exercise of all interests
expected to be issued on or after the Effective Date pursuant to
the Prepackaged Plan (including the Warrants and all awards
authorized under the MIP), the Company would have an aggregate of
31,129,919 New Common Shares issued and outstanding.
The Company relied on Section 1145(a)(1) of the Bankruptcy Code as
an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act") for the issuance of
the New Common Shares and the Warrants issued to holders of the Old
Common Shares or holders of Unsecured Notes, and the rights and the
New Common Shares issued upon the deemed conversion of the New
Convertible Notes issuable in the Rights Offering, other than
1,494,421 New Common Shares issuable to certain backstop parties in
the Rights Offering, which New Common Shares were issued pursuant
to the exemption from registration under Section 4(a)(2) of the
Securities Act.
Section 1145(a)(1) of the Bankruptcy Code exempts the offer and
sale of securities under a plan of reorganization from registration
under Section 5 of the Securities Act and state laws if three
principal requirements are satisfied:
* the securities must be issued under a plan of reorganization
by the debtor, its successor under a plan, or an affiliate
participating in a joint plan of reorganization with the debtor;
* the recipients of the securities must hold a claim against,
an interest in, or a claim for administrative expense in the case
concerning the debtor or such affiliate; and
* the securities must be issued either (a) in exchange for the
recipient's claim against, interest in or claim for administrative
expense in the case concerning the debtor or such affiliate or (b)
principally in such exchange and partly for cash or property.
A copy of the Warrant Agreement is available at
https://is.gd/lea0x7
Amendments to Articles of Incorporation, Bylaws
On the Effective Date, pursuant to the terms of the Prepackaged
Plan, the Company filed the Second Amended and Restated Certificate
of Incorporation with the office of the Secretary of State of
Delaware. Also on the Effective Date, and pursuant to the terms of
the Prepackaged Plan, the Company adopted the Second Amended and
Restated Bylaws.
A copy of the Second Amended and Restated Certificate of
Incorporation is available at https://is.gd/XNDFDW
A copy of the Second Amended and Restated Bylaws is available at
https://is.gd/P2Xs1F
About Basic Energy Services
North Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) --
http://www.basicenergyservices.com/-- provides well site services
essential to maintaining production from oil and gas wells. Basic
Energy Services, Inc. and 27 affiliated companies filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-12320) on
Oct. 25, 2016. The cases were assigned to Judge Kevin J. Carey.
Together with the bankruptcy petition, the Debtors filed a fully
consensual Joint Prepackaged Chapter 11 Plan and Disclosure
Statement and began soliciting votes to accept or reject such
Prepackaged Plan and Disclosure Statement before the Petition Date.
The Debtors hired Richards, Layton & Finger, P.A. as Delaware
counsel; Weil Gotshal, as bankruptcy co-counsel; AP Services, LLC,
as crisis managers and to provide the Debtors with a Chief
Restructuring Officer and certain other officers and personnel;
Moelis and Company, as investment banker; Andrews Kurth Kenyon LLP,
as corporate counsel; and Epiq Bankruptcy Solutions, LLC, as
administrative advisor.
Counsel to the Prepetition Term Loan Lenders and certain of the
DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. were Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq.,
and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter
Anderson
& Corroon LLP.
Counsel to U.S. Bank National Association, as Prepetition Term
Loan
Agent and acting as administrative agent and collateral agent,
were
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank extended
a superpriority secured multiple delayed-draw term loan facility
to
the Debtors in an aggregate principal amount of $90 million.
Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent were James A. Markus, Esq., and Paul E.
Heath, Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht &
Tunnell LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.
An ad hoc group of holders that own or manage with the authority
to
act on behalf of the beneficial owners of the Company's 2019
Senior
Notes and the 2022 Senior Notes, consisted of:
-- Ascribe Capital LLC,
-- Brigade Capital Management, L.P.,
-- Silver Point Capital, L.P., and
-- other entities that may join such ad hoc group from
time to time.
Counsel to the Ad Hoc Group were Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.
BASIC ENERGY: Inks $164M Term Loan with U.S. Bank et al.
--------------------------------------------------------
Basic Energy Services, Inc. on Dec. 23, 2016, entered into an
Amended and Restated Term Loan Credit Agreement with a syndicate of
lenders and U.S. Bank National Association, as administrative agent
for the lenders, which amended and restated its existing term loan
credit agreement dated as of Feb. 17, 2016.
Under the Term Loan Agreement, on the Effective Date, (i) the
outstanding principal amount of Pre-Petition Term Loans of each
Pre-Petition Term Lender were exchanged for loans under the Term
Loan Agreement in an amount equal to such Pre-Petition Term
Lender's aggregate outstanding principal amount of Pre-Petition
Term Loans as of the Effective Date, as determined immediately
prior to such exchange and (ii) all accrued and unpaid interest on
such Pre-Petition Term Loans as of the Effective Date are deemed to
be accrued and unpaid interest on the Loans. Following such
exchange, the aggregate outstanding principal amount of the loans
under the Term Loan Agreement was $164,175,000.
Loans under the Term Loan Agreement bear interest at a rate per
annum equal to 13.50% and are payable quarterly. In addition, Basic
will be responsible for the applicable lenders' fees and Term Loan
Administrative Agent fees.
The Term Loan Agreement contains various covenants that, subject to
agreed upon exceptions, limit Basic's ability and the ability of
certain of Basic's subsidiaries to:
* incur indebtedness;
* grant liens;
* enter into sale and leaseback transactions;
* make loans, capital expenditures, acquisitions and
investments;
* change the nature of business;
* acquire or sell assets or consolidate or merge with or into
other companies;
* declare or pay dividends;
* enter into transactions with affiliates;
* enter into burdensome agreements;
* prepay, redeem or modify or terminate other indebtedness;
* change accounting policies and reporting practices;
* amend organizational documents; and
* use proceeds to fund any activities of or business with any
person that is the subject of governmental sanctions.
If an event of default occurs under the Term Loan Agreement, then
the administrative agent may, with the consent of the Required
Lenders, or shall, at the direction of, the Required Lenders (i)
declare any outstanding loans under the Term Loan Agreement to be
immediately due and payable and (ii) exercise on behalf of itself
and the lenders all rights and remedies available to it and the
lenders under the Loan Documents or applicable law or equity.
A copy of the Term Loan Agreement is available at
https://is.gd/UqwPbp
The Term Loan lenders are:
* RIVERSTONE VI BASIC HOLDINGS, L.P., as Lender
* WEST STREET ENERGY PARTNERS, L.P., as a Lender
* BALIUS CAYMAN L.P., as a Lender
* GOLDMAN, SACHS & CO., as Investment Advisor to certain
Lenders
* U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent
Term Loan Security Agreement
On the Effective Date, Basic entered into an Amended and Restated
Security Agreement with certain of its subsidiaries and the Term
Loan Administrative Agent. The Collateral under the Term Loan
Security Agreement includes (as defined therein): (a) all Chattel
Paper, all Collateral Accounts, all commercial tort claims, all
Contracts, all Deposit Accounts, all Documents, all Equipment, all
Fixtures, all General Intangibles, all Instruments, all
Intellectual Property, all Inventory, all Investment Property
(including without limitation the Pledged Equity and all Securities
Accounts), all Letter of Credit Rights, all Liquid Assets, all
Receivables, all Records, and all Supporting Obligations; (b) any
and all additions, accessions and improvements to, all
substitutions and replacements for and all products of or derived
from the foregoing; and (c) all Proceeds of the foregoing.
Under mortgages and deeds of trust, the Company and certain of its
subsidiaries previously granted to the Term Loan Administrative
Agent liens on a substantial portion of their real properties to
secure the Company's obligations under the Term Loan Agreement of
the Company in effect at the time of the filing of the Chapter 11
Cases. These liens continue to secure the obligations of Basic
under the Term Loan Agreement. The Company has also agreed to
provide to the Term Loan Administrative Agent liens on additional
real properties, subject to the terms and conditions of the Term
Loan Agreement.
A copy of the Term Loan Security Agreement is available at
https://is.gd/teCgDd
On the Effective Date, in connection with the ABL Credit Agreement
and the Term Loan Agreement, the Company entered into an
Intercreditor Agreement, with the ABL Administrative Agent, the
Term Loan Administrative Agent and the guarantors party thereto.
All capitalized terms not defined herein shall have the meaning
assigned to them in the Intercreditor Agreement.
The Intercreditor Agreement establishes various inter-lender terms,
including, without limitation, priority of liens, permitted actions
by each party, application of proceeds, exercise of remedies in the
case of a default, releases of Liens and limitations on the
amendment of the ABL Credit Agreement and the Term Loan Agreement
without the consent of the other party.
A copy of the Intercreditor Agreement is available at
https://is.gd/cOcquu
BANK OF AMERICA, N.A., as ABL Representative for and on behalf of
the ABL Secured Parties may be reached through:
Hance VanBeber, Senior Vice President
BANK OF AMERICA, N.A.
901 Main Street, 11th Floor
TX1-492-11-23
Dallas, TX 75202
Telecopy: (214) 209-1370
U.S. BANK NATIONAL ASSOCIATION, as Term Loan Representative for and
on behalf of the Term Loan Secured Parties, may be reached
through:
James A. Hanley, Vice President
CDO Trust Services
U.S. BANK NATIONAL ASSOCIATION
214 North Tyron Street, 27th Floor
Charlotte, NC 28202
Telephone: (302) 576-3714
Facsimile: (704) 335-4678
About Basic Energy Services
North Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) --
http://www.basicenergyservices.com/-- provides well site services
essential to maintaining production from oil and gas wells. Basic
Energy Services, Inc. and 27 affiliated companies filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-12320) on
Oct. 25, 2016. The cases were assigned to Judge Kevin J. Carey.
Together with the bankruptcy petition, the Debtors filed a fully
consensual Joint Prepackaged Chapter 11 Plan and Disclosure
Statement and began soliciting votes to accept or reject such
Prepackaged Plan and Disclosure Statement before the Petition Date.
The Debtors hired Richards, Layton & Finger, P.A. as Delaware
counsel; Weil Gotshal, as bankruptcy co-counsel; AP Services, LLC,
as crisis managers and to provide the Debtors with a Chief
Restructuring Officer and certain other officers and personnel;
Moelis and Company, as investment banker; Andrews Kurth Kenyon LLP,
as corporate counsel; and Epiq Bankruptcy Solutions, LLC, as
administrative advisor.
Counsel to the Prepetition Term Loan Lenders and certain of the
DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. were Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq.,
and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter
Anderson
& Corroon LLP.
Counsel to U.S. Bank National Association, as Prepetition Term
Loan
Agent and acting as administrative agent and collateral agent,
were
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank extended
a superpriority secured multiple delayed-draw term loan facility
to
the Debtors in an aggregate principal amount of $90 million.
Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent were James A. Markus, Esq., and Paul E.
Heath, Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht &
Tunnell LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.
An ad hoc group of holders that own or manage with the authority
to
act on behalf of the beneficial owners of the Company's 2019
Senior
Notes and the 2022 Senior Notes, consisted of:
-- Ascribe Capital LLC,
-- Brigade Capital Management, L.P.,
-- Silver Point Capital, L.P., and
-- other entities that may join such ad hoc group from
time to time.
Counsel to the Ad Hoc Group were Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.
* * *
The Debtors emerged from their Chapter 11 Cases on Dec. 23, 2016.
The Bankruptcy Court for the District of Delaware entered an order
approving their First Amended Joint Prepackaged Chapter 11 Plan on
Dec. 9.
Through its Prepackaged Plan, Basic equitized over $800 million of
unsecured debt, including accrued interest, eliminated over $60
million in annual cash interest, and raised $125 million of new
capital. Existing shareholders of record as of the close of trading
on December 23, 2016 will receive new common stock and warrants in
the reorganized Company. The Company believes that its
substantially deleveraged balance sheet and capital infusion
position Basic for long-term success for the benefit of all of its
stakeholders.
BASIC ENERGY: Obtains $75M Revolving Loan from BofA, Wells Fargo
----------------------------------------------------------------
Basic Energy Services, Inc. on Dec. 23, 2016, entered into a Second
Amended and Restated ABL Credit Agreement among:
-- the Company, as borrower,
-- Bank of America, N.A., as administrative agent for the
lenders, the collateral management agent, the swing line lender and
an l/c issuer,
-- Wells Fargo Bank, National Association, as a collateral
management agent and syndication agent,
-- Encina Business Credit, LLC, serves as documentation agent,
and
-- the financial institutions party thereto, as lenders
The ABL Credit Agreement provides for a $75 million revolving
credit loan facility with a $65 million letter of credit sublimit
and $10 million swing line sublimit.
BofA committed to provide $30 million of the credit revolver;
Encina, $25 million; and Wells Fargo, $20 million.
The ABL Credit Agreement requires the Company to repay to the
lenders the aggregate principal amount of all revolving credit
loans on the Effective Date. The Company may voluntarily prepay
loans under the ABL Credit Agreement, subject to customary notice
requirements and minimum prepayment amounts. The Company must
prepay loans under the ABL Credit Agreement if, for any reason, the
aggregate outstanding amount of all loans and letter of credit
obligations at any time exceed the Borrowing Base at such time. In
this event, the Company must immediately prepay revolving credit
loans, swing line loans and letter of credit borrowings in an
aggregate amount equal to the excess.
Loans under the ABL Credit Agreement bear interest, at the
Company's option, at a rate equal to either (i) the London
interbank offered rate plus a rate of 2.5% to 4.5% depending on the
Consolidated Leverage Ratio at the time of the determination or
(ii) a base rate equal to the highest of (a) the federal funds
rate, plus 0.50%, (b) the prime rate then in effect publicly
announced by Bank of America and (c) the Eurodollar Rate plus 1.0%,
the highest is then is added to a rate ranging from 1.5% to 3.5%
depending on the Consolidated Leverage Ratio at the time of the
determination.
The ABL Credit Agreement contains customary affirmative covenants,
including covenants regarding the payment of taxes and other
obligations, maintenance of insurance, reporting requirements and
compliance with applicable laws and regulations, and negative
covenants, including covenants limiting the ability of the Company
and its subsidiaries to, among other things, incur debt, grant
liens, make investments, make certain restricted payments, transact
with affiliates and sell assets. The ABL Credit Agreement further
requires that Basic maintain a Consolidated Fixed Charge Coverage
Ratio (as defined in the ABL Credit Agreement) of not less than
1.00 to 1.00 for any time period during which a Financial Covenant
Trigger Period (as defined in the ABL Credit Agreement) is in
effect.
The ABL Credit Agreement contains customary events of default that
include, among other things, payment defaults, cross defaults with
certain other indebtedness, violation of covenants, inaccuracy of
representations and warranties in any material respect, change in
control of the Company, judgment defaults, and bankruptcy and
insolvency events. If an event of default exists, the lenders may
require the immediate payment of all outstanding loans, and may
exercise certain other rights and remedies provided for under the
ABL Credit Agreement, the other loan documents and applicable law.
The acceleration of such obligations is automatic upon the
occurrence of a bankruptcy event of default.
A copy of the ABL Credit Agreement is available at
https://is.gd/MMPHG0
On the Effective Date, Basic entered into a Third Amended and
Restated Security Agreement with certain of its subsidiaries and
the ABL Administrative Agent. All capitalized terms not defined
herein shall have the meaning assigned to them in the ABL Security
Agreement. Under the ABL Security Agreement, the ABL
Administrative Agent was granted security interests in certain
collateral, including: (a) all Accounts; (b) all Specified ABL
Facility Priority Collateral; (c) all Deposit Accounts, Securities
Accounts and Commodity Accounts (excluding accounts that contain
only Proceeds of the Term Loan Priority Collateral or proceeds of
the Term Loan and the Term Loan Proceeds Collateral Account); (d)
all accessions to, substitutions for and replacements of the
foregoing; and (d) all Proceeds of the foregoing.
A copy of the ABL Security Agreement is available at
https://is.gd/5KOiOP
About Basic Energy Services
North Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) --
http://www.basicenergyservices.com/-- provides well site services
essential to maintaining production from oil and gas wells. Basic
Energy Services, Inc. and 27 affiliated companies filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-12320) on
Oct. 25, 2016. The cases were assigned to Judge Kevin J. Carey.
Together with the bankruptcy petition, the Debtors filed a fully
consensual Joint Prepackaged Chapter 11 Plan and Disclosure
Statement and began soliciting votes to accept or reject such
Prepackaged Plan and Disclosure Statement before the Petition Date.
The Debtors hired Richards, Layton & Finger, P.A. as Delaware
counsel; Weil Gotshal, as bankruptcy co-counsel; AP Services, LLC,
as crisis managers and to provide the Debtors with a Chief
Restructuring Officer and certain other officers and personnel;
Moelis and Company, as investment banker; Andrews Kurth Kenyon LLP,
as corporate counsel; and Epiq Bankruptcy Solutions, LLC, as
administrative advisor.
Counsel to the Prepetition Term Loan Lenders and certain of the
DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. were Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq.,
and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter
Anderson
& Corroon LLP.
Counsel to U.S. Bank National Association, as Prepetition Term
Loan
Agent and acting as administrative agent and collateral agent,
were
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank extended
a superpriority secured multiple delayed-draw term loan facility
to
the Debtors in an aggregate principal amount of $90 million.
Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent were James A. Markus, Esq., and Paul E.
Heath, Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht &
Tunnell LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.
An ad hoc group of holders that own or manage with the authority
to
act on behalf of the beneficial owners of the Company's 2019
Senior
Notes and the 2022 Senior Notes, consisted of:
-- Ascribe Capital LLC,
-- Brigade Capital Management, L.P.,
-- Silver Point Capital, L.P., and
-- other entities that may join such ad hoc group from
time to time.
Counsel to the Ad Hoc Group were Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.
* * *
The Debtors emerged from their Chapter 11 Cases on Dec. 23, 2016.
The Bankruptcy Court for the District of Delaware entered an order
approving their First Amended Joint Prepackaged Chapter 11 Plan on
Dec. 9.
Through its Prepackaged Plan, Basic equitized over $800 million of
unsecured debt, including accrued interest, eliminated over $60
million in annual cash interest, and raised $125 million of new
capital. Existing shareholders of record as of the close of trading
on December 23, 2016 will receive new common stock and warrants in
the reorganized Company. The Company believes that its
substantially deleveraged balance sheet and capital infusion
position Basic for long-term success for the benefit of all of its
stakeholders.
BASIC ENERGY: Unveils New Management, Incentive Plan & Awards
-------------------------------------------------------------
Basic Energy Services, Inc. unveiled a newly constituted Board of
Directors, effective in conjunction with the Company's emergence
from chapter 11:
* T.M. "Roe" Patterson - Mr. Patterson has 21 years of related
industry experience. He was named our President and Chief Executive
Officer and appointed as a Director in September 2013. From 2006 to
September 2013, Mr. Patterson worked for Basic in positions of
increasing responsibility. Prior to joining Basic, he was President
of TMP Companies, Inc. He was a Contracts/Sales Manager at
Patterson Drilling Company from 1996 to 2000.
* Timothy H. Day - Mr. Day is currently a private investor and
director of several private companies. Prior to this, Mr. Day
joined First Reserve in 2000 as a Vice President, served as
Managing Director since 2007 and Co-Head of Buyout since 2012 until
December 2015. Mr. Day currently serves as a director on the board
of Diamond S Shipping, TNT Crane & Rigging and TPC Group. Mr. Day
previously served as a Director of PBF Energy Inc. and Crestwood
Midstream Partners LP. Mr. Day has been named Chairman of the Board
of the Company.
* John Jackson - Mr. Jackson has served as Chief Executive
Officer of Spartan Energy Partners since March 2010. Prior to that,
from January 2008 through October 2009, Mr. Jackson was the
Chairman and CEO of Price Gregory Services, Inc. Mr. Jackson
currently sits on the board of directors of Seitel, Inc., Main
Street Capital Corp. and Cone Midstream. He has previously served
on the board of directors of Select Energy Services (2012 to 2015),
RSH Energy (2013 to 2014), Encore Energy Partners (2009 to 2011)
and Exterran Holdings, Inc. (2007 to 2009).
** James D. Kern - Mr. Kern has served as Managing Partner of
Majestic Ventures 1 LLC, a consulting and investment partnership
focused on early stage growth companies since May 2014. In
addition, Mr. Kern has served on the board of directors of
PlaySight Interactive Ltd. since May 2014. From 2010 to mid-2014,
Mr. Kern was a Managing Director at Nomura Securities, serving as
Head of Global Finance FIG and Specialty Finance Investment Banking
for the Americas.
* Samuel E. Langford - Since January 2015, Mr. Langford has
performed services as a consultant regarding upstream energy
investments, strategies and management. Previously, Mr. Langford
was employed by Newfield Exploration Co. as Senior Corporate
Advisor-Corporate Office. In addition to Newfield, Mr. Langford has
worked with Cockrell Oil & Gas, British Gas Exploration America,
Tenneco Oil Company, Tenneco Inc and Exxon USA in various technical
and managerial positions.
* Julio Quintana - Mr. Quintana served as the President and
Chief Executive Officer of Tesco Corporation (NASDAQ: TESO), from
2005 until his retirement in January 2015 and was a member of the
Tesco board from September 2004 to May 2015. Mr. Quintana brings 36
years of experience in various aspects of the oil and gas
exploration and production industry. He is currently member of the
board of Directors of SM Energy (NYSE:SM) and Newmont Mining
(NYSE:NEM). Mr. Quintana has also been a board member of Pipeline
Pressure Isolation LLC, a private company, since April 2016.
The Prepackaged Plan provides that the initial Board of Directors
will have a total of seven members. As of the Effective Date, six
of the seven member of the Board of Directors have been designated.
The Company anticipates that the remaining member of the Board of
Directors will be designated shortly after the Effective Date.
Mr. Patterson said, "Our newly constituted Board is comprised of a
diverse group of individuals with a range of backgrounds and
expertise, each of whom will bring fresh perspective to Basic. We
look forward to benefitting from their guidance as we embark on our
new beginning."
As of the Effective Date, these directors have been deemed to have
resigned from the Board in connection with the Company's emergence
from the Chapter 11 Cases and pursuant to the Prepackaged Plan:
William Chiles, Robert Fulton, Antonio Garza, Jr., James
D'Agostino, Jr., Kenneth Huseman, Thomas Moore, Jr., Steven Webster
and Sylvester Johnson, IV.
Prior to the departure of these directors, Mr. Webster served as
Chairman of the Board; Mr. Moore served as the Chairman of the
Audit Committee and sat on the Nominating and Governance Committee;
Mr. Johnson served as Chairman of the Nominating and Governance
Committee; Mr. Chiles served as the Chairman of the Compensation
Committee and sat on the Audit Committee; Mr. D'Agostino sat on the
Audit Committee and the Compensation Committee; Mr. Fulton sat on
the Nominating and Corporate Governance Committee; and Mr. Garza
sat on the Compensation Committee.
Management Incentive Plan
On the Effective Date, pursuant to the operation of the Prepackaged
Plan, the Basic Energy Services, Inc. Management Incentive Plan
became effective. The board of directors of the Company or the
Compensation Committee of the Board will administer the MIP. The
Committee has broad authority under the MIP to, among other things:
(i) select participants; (ii) prescribe the restrictions, terms and
conditions of all awards; (iii) determine the types of awards that
participants are to receive and the number of shares that are to be
subject to such awards; and (iv) establish the terms and conditions
of awards, including the price (if any) to be paid for the shares
or the award.
Persons eligible to receive awards under the MIP include employees
of the Company or any of its affiliates. The types of awards that
may be granted under the MIP include stock options, stock
appreciation rights, restricted stock, performance awards and other
forms of awards granted or denominated in New Common Shares.
The maximum number of New Common Shares that may be issued or
transferred pursuant to awards under the MIP is 3,237,671. If any
stock option or other stock-based award granted under the MIP is
cancelled, expired, forfeited, or otherwise terminated without
delivery of the New Common Shares for any reason, then the New
Common Shares retained by or returned to the Company will not be
deemed to have been delivered, as applicable and will be available
for future awards under the MIP.
As is customary in management incentive plans of this nature, each
share limit and the number and kind of shares available under the
MIP and any outstanding awards, as well as the exercise or purchase
prices of awards, and performance targets under certain types of
performance-based awards, are subject to adjustment in the event of
certain recapitalization, reclassification, stock dividend,
extraordinary dividend, stock split, reverse stock split or other
distribution with respect to the New Common Shares or any merger,
reorganization, consolidation, combination, spin-off or other
similar corporate change or any other change affecting the New
Common Shares.
Time-Based Restricted Stock Unit and Option Awards
On the Effective Date, the Compensation Committee approved grants
of (1) time-based restricted stock unit awards (the "RSUs") and
(ii) time-based stock option awards (the "Options" and together
with the RSUs the "Awards") to Basic's executive officers, under
the MIP based on management's recommendation and in accordance with
the Prepackaged Plan.
These Awards will vest annually in three equal installments, with
one-third vesting immediately, one-third on the first anniversary
of the Effective Date and one-third on the second anniversary the
Effective Date. These Awards comprise approximately one half of the
total long-term incentive compensation for each of Basic's
executive officers, including Basic's named executive officers,
contemplated by the Prepackaged Plan and the MIP. The remaining
approximate one half of the total long-term incentive compensation
to such executive officers is expected to be awarded pursuant to
the Prepackaged Plan under grants of performance-based restricted
stock units and options, which grants are expected to be awarded
within approximately 90 days of the Effective Date.
Once earned, the Awards will be forfeited by the grantee (a) if the
grantee's employment with Basic is terminated by Basic, unless
without cause, before the Awards are vested or (b) if the grantee
terminates his employment with Basic before the Awards are vested
for any reason other than (i) "Good Reason" or (ii) the death or
"Disability" of the grantee, as such terms are defined in the award
agreement. The grantee will vest in all rights to the Awards on the
earliest of (i) the dates set forth above; (ii) termination by
Basic without Cause; (iii) the death or Disability of the grantee;
or (iv) resignation for Good Reason.
Following the vesting date of the RSUs, the Company will deliver to
the grantee the number of New Common Shares equal to the aggregate
of RSUs that vest as of such date. The Company, however, in its
sole discretion will have the option to settle the RSUs in cash,
subject to applicable withholding taxes. Each RSU has dividend
equivalent rights, which dividend equivalent rights may be
accumulated and deemed reinvested in additional RSUs or may be
accumulated in cash, as determined by the Committee in its
discretion.
Subject to the agreement, the grantee may exercise all or any part
of the vested Options at any time prior to the earliest of these
events:
* the 10th anniversary of the date of the grant;
* the date that is twelve months following termination of the
grantee's service due to death or Disability;
* the date that is 90 days following termination of the
grantee's service other than death, Disability or Cause; or
* the date of termination of the grantee's termination for
Cause.
The exercise price of the Options issued on the Effective Date will
be the average of the high and the low trading prices of the New
Common Shares as reported on the New York Stock Exchange on the
first trading day after the Effective Date. The purchase price for
all Options will be the applicable exercise price multiplied by the
number of New Common Shares with respect to the Options being
exercised. The purchase price may be paid by cash or check; a
brokered cashless exercise; a net exercise by reducing the number
of New Common Shares otherwise deliverable upon the exercise; or
surrendered to the Company for transfer and valued by the Company
at the fair market value on the date of exercise.
A copy of the Time-Based Restricted Stock Unit Award Agreement is
available at https://is.gd/NVjqtq
A copy of the Time-Based Stock Option Award Agreement is available
at
https://is.gd/OApt6L
The number of RSUs and Options issuable to each of Basic's
executive officers under the applicable award agreements is set
forth:
Executive Officer Restricted Stock Units Stock Options
----------------- ---------------------- -------------
T.M. "Roe" Patterson
President, CEO and
Director 250,920 100,368
Alan Krenek
SVP, CFO, Treasurer
and Secretary 89,036 35,614
James Newman
SVP -Region Operations 89,036 35,614
William T. Dame
VP - Pumping Services 48,565 19,426
Eric Lannen
VP - Human Resources 24,283 9,713
John Cody Bissett
VP, Controller and
Chief Accounting Officer 24,283 9,713
Brett Taylor
VP - Manufacturing
and Equipment 32,377 12,951
Trampas Poldrack
VP - Safety and
Operations Support 24,283 9,713
Douglas B. Rogers
VP - Corporate Marketing 32,377 12,951
The Company filed with the Securities and Exchange Commission a
Form S-8 to register securities to be issued under the MIP. A copy
of the Form is available at https://is.gd/if3E9d
About Basic Energy Services
North Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) --
http://www.basicenergyservices.com/-- provides well site services
essential to maintaining production from oil and gas wells. Basic
Energy Services, Inc. and 27 affiliated companies filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-12320) on
Oct. 25, 2016. The cases were assigned to Judge Kevin J. Carey.
Together with the bankruptcy petition, the Debtors filed a fully
consensual Joint Prepackaged Chapter 11 Plan and Disclosure
Statement and began soliciting votes to accept or reject such
Prepackaged Plan and Disclosure Statement before the Petition Date.
The Debtors hired Richards, Layton & Finger, P.A. as Delaware
counsel; Weil Gotshal, as bankruptcy co-counsel; AP Services, LLC,
as crisis managers and to provide the Debtors with a Chief
Restructuring Officer and certain other officers and personnel;
Moelis and Company, as investment banker; Andrews Kurth Kenyon LLP,
as corporate counsel; and Epiq Bankruptcy Solutions, LLC, as
administrative advisor.
Counsel to the Prepetition Term Loan Lenders and certain of the
DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. were Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq.,
and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter
Anderson
& Corroon LLP.
Counsel to U.S. Bank National Association, as Prepetition Term
Loan
Agent and acting as administrative agent and collateral agent,
were
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank extended
a superpriority secured multiple delayed-draw term loan facility
to
the Debtors in an aggregate principal amount of $90 million.
Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent were James A. Markus, Esq., and Paul E.
Heath, Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht &
Tunnell LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.
An ad hoc group of holders that own or manage with the authority
to
act on behalf of the beneficial owners of the Company's 2019
Senior
Notes and the 2022 Senior Notes, consisted of:
-- Ascribe Capital LLC,
-- Brigade Capital Management, L.P.,
-- Silver Point Capital, L.P., and
-- other entities that may join such ad hoc group from
time to time.
Counsel to the Ad Hoc Group were Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.
* * *
Basic Energy's First Amended Joint Prepackaged Chapter 11 Plan
became effective pursuant to its terms and the Debtors emerged from
their Chapter 11 Cases on Dec. 23, 2016. The Bankruptcy Court
confirmed the Plan in an order dated Dec. 9.
BAVARIA YACHTS: Hires Chase CPA as Accountant
---------------------------------------------
Bavaria Yachts USA, LLLP seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Chase CPA, LLC as accountants.
The Debtor requires Chase CPA to:
(a) assist in preparing the schedules and financial documents
for the case;
(b) review the tax history of the Debtor and prepare federal
and state tax returns as may be required under 11 U.S.C.
728(b) and 26 U.S.C. 6012 (b)(3);
(c) make tax elections and represent the Debtor before taxing
authorities;
(d) compile, review and audit financial statements and any
other tax and/or accounting services which may be required
by the Debtor or its counsel in the best interests of the
estate and its creditors, including assistance with payroll
and monthly operating reports; and
(e) other work as may be indicated by the accounts analysis of
the records of the Debtor and the estate including but not
limited to, the analysis of the Debtor's records in support
of claims which may be brought by the Debtor under 11
U.S.C. sections 547, 548, 549, or other Code provisions;
and assistance in preparation of analysis, reconciliation's
and reports required of or by the Debtor.
The accountant will be paid at $200 per hour.
Chase CPA will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mark M. Chase assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
Chase CPA can be reached at:
Mark M. Chase
CHASE CPA, LLC
28 Moss Way
Cartersville, GA 30120
About Bavaria Yachts USA
Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Ga. Case No. 16-68583) on October 18,
2016. The petition was signed by Kenneth Feld, manager of Oddbody
LLC, the Debtor's general partner.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
BCDG LP: Court Allows Cash Use on Final Basis Until Jan. 6
----------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa approved the Stipulation between Debtor
BCDG, LP, Citizens Bank, N.A., and the Iowa Department of Revenue,
which allowed the Debtor to use cash collateral through Jan. 6,
2017.
The Debtor is indebted to Citizens Bank, N.A, in the original
principal amount of $6,724,109, pursuant to a secured promissory
note. The Debtor also guaranteed all the obligations of Brown
Customer Delight Group, Inc. to Citizens Bank, including the
obligations under a secured promissory note made by Brown Customer
Delight Group payable to Citizens Bank in the original principal
amount of $2,552,994.
The Debtor's indebtedness to Citizens Bank are secured by a
perfected security interest in and to the Debtor's personal
property.
The Iowa Department of Revenue, or the IDR, asserted that it holds
a security interest in all of the Debtor's assets. The IDR also
asserted that a portion of the cash held by the Debtor on the
Petition Date is being held in trust for the state of Iowa. The
IDR has a claim in the amount of $714,199, consisting of a secured
claim in the amount of $443,658 and a priority claim in the amount
of $259,012.
The approved 13-Week Budget covers the period beginning Nov. 18,
2016 through Feb. 16, 2017. The Budget provides for total
disbursements in the amount of $2,362,200.
Citizens Bank is granted a postpetition security interest to the
extent of any diminution in the value of its cash and non-cash
collateral in and upon all of the Debtor's post-petition assets.
Citizens Bank was also granted a claim pursuant to Sections 503(b)
and 507(b) of the Bankruptcy Code, which will have priority over
all other claims entitled to priority under Section 507(a)(1), with
the sole exception of the quarterly fees due to the United States
Trustee.
The Debtor was directed to make monthly adequate protection
payments to Citizens Bank in the amount of $91,900, beginning on
Nov. 28, 2016.
A full-text copy of the Stipulated Final Order, dated Dec. 19,
2016, is available at
http://bankrupt.com/misc/BCDGLP2016_1602263als11_62.pdf
Citizens Bank, N.A., can be reached at:
Gregory R. D. Clark
Executive Vice President
CITIZENS BANK, N.A.
Mail Stop: MCD 110
45 Dan Road
Canton MA 02021
E-mail: gregory.clark@citizensbank.com
Citizens Bank, N.A., is represented by:
Jeffrey D. Ganz, Esq.
RIEMER & BRAUNSTEIN LLP
Three Center Plaza
Boston, MA 02108
About BCDG, LP
BCDG, LP, d/b/a McDonald's, filed a chapter 11 petition (Bankr.
S.D. Iowa Case No. 16-02263) on Nov. 18, 2016. The petition was
signed by Brown Customer Delight Group, Inc., general partner. The
Debtor is represented by Jeffrey D. Goetz, Esq., Chet A. Mellema,
Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave PC. The Debtor disclosed total assets at $6.70
million and total liabilities at $15.62 million.
The U.S. Trustee for Region 12 appointed three creditors to serve
on the Official Committee of Unsecured Creditors: TASS Enterprises,
Inc., Global Merchant Cash, Inc., and Mid Iowa McDonald's Operators
Group, Inc.
BENNU TITAN: Can Get DIP Loan, Use Cash on Interim Basis
--------------------------------------------------------
Judge Laurie Selber Silverstein authorized Gerald H. Schiff,
Chapter 11 Trustee of Bennu Titan LLC, to obtain post-petition
financing from Agent CLMG Corp. and Lender Beal Bank USA, and use
cash collateral, on an interim basis.
The Debtor is indebted to Beal Bank USA, as lender, and CLMG, as
agent, in the amount of $180,415,445 pursuant to a prepetition
facility, plus accrued and unpaid interest, fees, expenses, and
other obligations. The Prepetition Secured Parties were granted
liens and security interests that encumber substantially all of the
Debtor's assets.
Judge Silverstein acknowledged that it is necessary for the Chapter
11 trustee to make a payment for casualty insurance which is
immediately due. Judge Silverstein further acknowledged that the
insurance covers the Bennu Titan platform and is required by the
Office of the U.S. Trustee and the documents evidencing the
Pre-petition Secured Obligations. Judge Silverstein added that an
immediate need exists for the Chapter 11 Trustee to obtain funds
and liquidity in order to satisfy in full the costs and expenses of
administering the case and to preserve the value of the Estate
pending the Final Hearing.
The Chapter 11 Trustee was authorized to borrow up to an aggregate
principal amount of $1,500,000 under the Post-petition Facility.
The approved Budget covered a period of five weeks, beginning on
the week ending December 24, 2016 and ending on Jan. 21, 2017. The
Budget provided for total disbursements in the amount of
$1,183,549.
The post-petition collateral consists of all currently-owned or
after-acquired assets and property of the Debtor and its Estate,
including, among others, all prepetition collateral, the
multi-column, deep draft, floating drilling and production platform
commonly known as the Bennu Titan.
The Postpetition Facility and all other liabilities and obligations
of the Borrower under the Loan Documents will be entitled to
superpriority administrative claim status, and will also be
secured:
(a) by a lien on all assets of the Postpetition Borrower,
currently owned or after acquired, that was not otherwise subject
to any valid, enforceable, perfected and non-avoidable lien as of
Petition Date;
(b) by a junior lien on all assets of the Postpetition
Borrower, currently owned or after acquired, subject to a valid,
enforceable, perfected and non-avoidable lien as of Petition Date
that was permitted by the terms of the Prepetition Credit
Agreement; and
(c) by a senior priming lien on all assets of the Postpetition
Borrower, currently owned or after acquired, which Priming Lien
will prime all liens securing the Prepetition Credit Agreement and
any liens that are pari passu or junior thereto, and will also be
senior to any liens arising after the Petition Date in respect of
any liens to which the Priming Lien is senior.
The Prepetition Agent, for the benefit of the Prepetition Secured
parties was granted replacement liens, superpriority claims and
cash payment of:
(a) all accrued and unpaid interest on the Prepetition
Secured Obligations, and all other accrued and unpaid fees and
disbursements owing to the Prepetition Secured Parties under the
Prepetition Loan Documents and incurred prior to the Petition Date;
(b) when due, all principal amortization payments,
accrued but unpaid interest on the Prepetition Secured Obligations,
and all letter of credit, unused commitment and other fees owing by
the Debtor under the Prepetition Loan Documents; and
(c) to the extent allowed by the Bankruptcy Code, all
reasonable professional and advisory fees, costs and expenses of
the Prepetition Secured Parties incurred in connection with the
administration and monitoring of the Prepetition Loan Documents
and/or the Postpetition Facility subject to the notice and
objection provisions contained in the Court's Interim Order.
The Carve Out consists of:
(1) all fees required to be paid to the Clerk of the Court and
to the U.S. Trustee;
(2) all fees required to be paid to any Chapter 7 trustee
apppointed upon the conversion of the case to a case under Chapter
7 of the Bankruptcy Code, up to the amount of $50,000; and
(3) an amount equal to the unpaid professional fees and
expenses incurred by the Chapter 11 Trustee on or after the
Petition Date through the date upon which the Postpetition Agent
provides a written notice to counsel to the Chapter 11 Trustee that
the Maturity Date has occurred, plus $200,000.
A final hearing on the Debtor's Motion is scheduled on Jan. 19,
2017 at 3:00 p.m. The deadline for the filing of objections to the
Debtor's Motion is set on Jan. 12, 2017 at 4:00 p.m.
A full-text copy of the Interim Order, dated Dec. 22, 2016, is
available at
http://bankrupt.com/misc/BennuTitan2016_1611870lss_120.pdf
A full-text copy of the approved Budget, dated Dec. 22, 2016, is
available at
http://bankrupt.com/misc/BennuTitan2016_1611879lss_120_2.pdf
About Bennu Titan LLC
Bennu Titan LLC, formerly known as ATP Titan LLC, is part of a
business enterprise
engaged in the acquisition, exploration, development, and
production of oil and natural gas properties in the Gulf of
Mexico. It is a limited liability company formed in May 2010 as a
special purpose vehicle with one member, Bennu Titan Holdco LLC.
Bennu Holdco
has one member, Bennu Oil & Gas, LLC ("Bennu O&G"); and Bennu O&G
has one member,
Bennu Holdings, LLC ("Bennu Holdings").
Bennu Titan owns a multi-column, deep draft, floating drilling and
production
platform commonly known as Titan as well as two oil and gas export
pipelines and related rights of way.
Beal Bank USA and CLMG Corp. filed an involuntary Chapter 11
petition against Texas-based offshore drilling firm Bennu Titan LLC
f/k/a ATP Titan LLC (Bankr. D. Del. Case No. 16-11870) on Aug. 11,
2016. The court entered an order for relief on Sept. 9, 2016.
The Debtor is represented by William P. Bowden, Esq., at Ashby &
Geddes, P.A.
The petitioning creditors are represented by Michael J. Farnan,
Esq., and Joseph J. Farnan, Esq., at Farnan LLP and Thomas E.
Lauria, Esq., at White & Case LLP.
On Nov. 21, 2016, the U.S. Trustee nominated Gerald H. Schiff to
serve as the Chapter 11 Trustee and moved for an order approving
the appointment of Mr. Schiff as the Chapter 11 Trustee. On Nov.
23, 2016, the Court entered an order approving the appointment of
Mr. Schiff as the Chapter 11 Trustee.
No official committee of unsecured creditors has been appointed.
Proposed Counsel for the Chapter 11 Trustee:
SULLIVAN HAZELTINE ALLINSON LLC
William D. Sullivan
William A. Hazeltine
901 North Market Street, Suite 1300
Wilmington, DE 19801
Tel: (302) 428-8191
Fax: (302) 428-8195
E-mail: bsullivan@sha-llc.com
whazeltine@sha-llc.com
- and -
KELLY HART PITRE
Louis M. Phillips
Patrick (Rick) M. Shelby
One American Place
301 Main Street, Suite 1600
Baton Rouge, LA 70801-1916
Telephone: (225) 381-9643
Facsimile: (225) 336-9763
E-mail: louis.phillips@kellyhart.com
rick.shelby@kellyhart.com
BLAIR OIL: $1,000 Sale of KEJR-V Interests to Heartland Approved
----------------------------------------------------------------
Judge Thomas B. McNamara on Dec. 23, 2016, entered an order
authorizing Blair Oil Investment LLC to sell its 13.32859% working
interest in certain oil and gas leases with wells and production
equipment, oil and gas fixtures and personal property located
thereon (the "KEJR-V Interests.")
Such KEJR-V Interests are located in Washington County, Colorado.
A full-text copy of the Order is available for free at:
http://bankrupt.com/misc/cob15-15009_176_Sale_Ord_Blair_Oil.pdf
As reported in the Sept. 26, 2016 edition of the TCR, Blair Oil,
Jeffrey A. Weinman, Chapter 7 Trustee of the bankruptcy estate of
Peter H. Blair, filed a motion asking the Court to authorize the
sale of the KEJR-V Interests to to Heartland Oil and Gas Co.
("Heartland") for $1,000.
The Debtor has investigated the nature and extent of these KEJR-V
Interests. The Debtor owns approximately 117 other interests in
other oil and gas interests which the Debtor is not currently
working. Rather, other owners of interests are working these
wells. The Debtor receives regular dividends and incurs expenses
for the other interests.
As working oil and gas interests, the Debtor believes that these
KEJR-V Interests carry the potential for a significant risk to the
bankruptcy estate, including potential liability under the
Comprehensive Environmental Response, Compensation, and Liability
Act of 1980.
The Debtor desires to minimize the risks to the bankruptcy estate
and the potential for future liability. As a result, the Debtor as
determined that it is in the estate's and the creditors' best
interest to sell the KEJR-V Interests.
To that end, the Debtor and Heartland have entered into a Contract
of Sale for the KEJR-V Interests.
A copy of the Contract of Sale attached to the Motion is available
for free at:
http://bankrupt.com/misc/Blair_Oil_133_Sales.pdf
About Blair Oil Investments
Blair Oil Investments, LLC sought Chapter 11 protection (Bankr. D.
Col. Case No. 15-15009) May 7, 2015. The Debtor estimated assets
and liabilities in the range of $1 million to $10 million. The
Debtor tapped Harvey Sender, Esq., at Sender Wasserman Wadsworth,
P.C. as counsel.
Peter H. Blair filed his voluntary petition for relief under
Chapter 11 of the Bankruptcy Code also on May 7, 2015 (Case No.
15-15008). On Aug. 20, 2015, Mr. Blair's bankruptcy case was
converted to a case under Chapter 7. Jeffrey A. Weinman is the
Chapter 7 Trustee for Mr. Blair's bankruptcy estate. Mr. Blair's
bankruptcy estate is the holder of 100% of the membership of BOI.
BOWER CONTRACTING: Hires Kutner Brinen as Bankruptcy Counsel
------------------------------------------------------------
Bower Contracting, Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Colorado to employ Kutner
Brinen, P.C. as counsel.
The Debtor requires Kutner Brinen to:
(a) provide the Debtor with legal advice with respect ot its
powers and duties;
(b) aid the Debtor in the development of a plan of
reorganization under Chapter 11;
(c) file the necessary petitions, pleadings, reports, and
actions that may be required in the continued
administration of the Debtor's property under Chapter 11;
(d) take necessary actions to enjoin and stay until a final
decree herein the continuation of pending proceedings and
to enjoin and stay until a final decree herein the
commencement of lien foreclosure proceedings and all
matters as may be provided under 11 U.S.C. section 362; and
(e) perform all other legal services for the Debtor that may be
necessary herein.
Kutner Brinen will be paid at these hourly rates:
Lee M. Kutner $500
Jeffrey S. Brinen $400
Jenny M.F. Fujii $320
Keri L. Riley $260
Law Clerk $175
Paralegals $75
Kutner Brinen will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey S. Brinen, shareholder of Kutner Brinen, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
Kutner Brinen can be reached at:
Jeffrey S. Brinen, Esq.
KUTNER BRINEN, P.C.
1660 Lincoln Street, Suite 1850
Denver, CO 80264
Tel: (303) 832-2400
Fax: (303) 832-1510
E-mail: jsb@kutnerlaw.com
Bower Contracting, Inc., based in Mosca, Colo., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 16-21735) on December 2, 2016.
Hon. Thomas B. McNamara presides over the case. Jeffrey S. Brinen,
Esq. of Kutner Brinen, P.C. serves as bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by David R. Bower, president.
A list of the Debtor's two unsecured creditors is available for
free at http://bankrupt.com/misc/cob16-21735.pdf
BPS US HOLDINGS: Equity Panel Taps Houlihan as Financial Advisor
----------------------------------------------------------------
The official committee of equity security holders of BPS US
Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Houlihan Lokey Capital, Inc.
Houlihan will serve as financial advisor and investment banker to
the equity committee. The services to be provided by the firm
include:
(a) analyzing the business plans and forecasts of BPS US
Holdings and its affiliates, including Performance Sports
Group Ltd.;
(b) evaluating the Debtors' assets and liabilities;
(c) assessing the financial issues and options concerning the
sale of the Debtors, and any proposed Chapter 11 plan;
(d) reviewing the Debtors' financial and operating
statements;
(e) providing financial analyses which the equity committee
may require;
(f) assisting in the determination of a capital structure for
the Debtors;
(g) reviewing the Debtors' employee benefit programs;
(h) analyzing strategic alternatives available to the
Debtors;
(i) evaluating the Debtors' debt capacity in light of its
projected cash flows;
(j) assisting in the review, reconciliation, estimation,
settlement, and litigation of claims;
(k) assisting the equity committee in identifying potential
alternative sources of liquidity in connection with any
debtor-in-possession financing, bankruptcy plan or
otherwise;
(l) representing the equity committee in negotiations with
the Debtors and third parties; and
(m) providing testimony in court.
Houlihan will be paid a nonrefundable monthly cash fee of $125,000
and a $2.5 million fee earned upon the consummation of a
transaction.
Adam Dunayer, managing director of Houlihan, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Adam L. Dunayer
Houlihan Lokey Capital, Inc.
100 Crescent Ct., Suite 900
Dallas, TX 75201
Tel: 214.220.8470
Fax: 214.220.3808
About Performance Sports
Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER, MISSION,
MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are
distributed by sales representatives and independent distributors
throughout the world. In addition, the Company distributes its
hockey products through its Burlington, Massachusetts and
Bloomington, Minnesota Own The Moment Hockey Experience retail
stores.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors. The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.
The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.
* * *
The Bankruptcy Court for the District of Delaware and the Ontario
Superior Court of Justice have granted the Company approval of,
among other things, the bidding procedures and "stalking horse" bid
protections in connection with a "stalking horse" asset purchase
agreement, under which an acquisition vehicle to be co-owned by an
affiliate of Sagard Capital Partners, L.P. and Fairfax Financial
Holdings Limited, intends to acquire substantially all of the
assets of the Company and its North American subsidiaries for U.S.
$575 million in aggregate and assume related operating
liabilities.
Interested parties must submit qualified bids to acquire
substantially all of the assets of the Company no later than
January 25, 2017. The auction is set for January 30, 2017. A
final sale approval hearing is expected to take place shortly after
completion of the auction with the anticipated closing of the
successful bid to occur by the end of February 2017, subject to
receipt of applicable regulatory approvals and the satisfaction or
waiver of other customary closing conditions.
BPS US HOLDINGS: Equity Panel Taps McMillan as Canadian Co-Counsel
------------------------------------------------------------------
The official committee of equity security holders of BPS US
Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire McMillan LLP as Canadian co-counsel.
McMillan will provide "Canadian legal services" to the equity
committee in connection with the Chapter 11 cases filed by BPS US
Holdings and its affiliates, including Performance Sports Group
Ltd. in the United States.
The firm will also represent the committee in the Debtors' cases
filed under Canada's Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice (Commercial List), according to
court filings.
The hourly rates charged by the firm are:
Andrew Kent CAD$980
Jeffrey Levine CAD$570
Caitlin Fell CAD$510
Stephen Brown-Okruhlik CAD$420
Andrew Kent, Esq., disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Kent disclosed that his firm has not agreed to any variations or
alternatives to its billing arrangements.
Mr. Kent further disclosed that the equity committee has approved
the firm's proposed hourly billing rates and staffing plan.
McMillan can be reached through:
Andrew Kent, Esq.
McMillan LLP
Brookfield Place, Suite 4400
181 Bay Street
Toronto, ON
Canada M5J 2T3
Tel: 416.865.7000
Fax: 416.865.7048
Toll free: 1.888.622.4624
Email: info@mcmillan.ca
About Performance Sports
Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER, MISSION,
MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are
distributed by sales representatives and independent distributors
throughout the world. In addition, the Company distributes its
hockey products through its Burlington, Massachusetts and
Bloomington, Minnesota Own The Moment Hockey Experience retail
stores.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors. The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.
The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.
* * *
The Bankruptcy Court for the District of Delaware and the Ontario
Superior Court of Justice have granted the Company approval of,
among other things, the bidding procedures and "stalking horse" bid
protections in connection with a "stalking horse" asset purchase
agreement, under which an acquisition vehicle to be co-owned by an
affiliate of Sagard Capital Partners, L.P. and Fairfax Financial
Holdings Limited, intends to acquire substantially all of the
assets of the Company and its North American subsidiaries for U.S.
$575 million in aggregate and assume related operating
liabilities.
Interested parties must submit qualified bids to acquire
substantially all of the assets of the Company no later than
January 25, 2017. The auction is set for January 30, 2017. A
final sale approval hearing is expected to take place shortly after
completion of the auction with the anticipated closing of the
successful bid to occur by the end of February 2017, subject to
receipt of applicable regulatory approvals and the satisfaction or
waiver of other customary closing conditions.
BREITBURN ENERGY: Seeks Plan Extension; Awaits Committee Proposal
-----------------------------------------------------------------
Breitburn Energy Partners LP and its affiliated debtors ask the
U.S. Bankruptcy Court for the Southern District of New York to
extend the period during which the Debtors have the exclusive right
to file a chapter 11 plan through March 13, 2017, and to obtain
acceptances of the plan through May 12, 2017.
The Debtors relate that during the past several weeks they have
presented their long-term business plan to their constituencies and
continue to refine their Business Plan, which is the initial and
seminal element of any substantive chapter 11 plan negotiation
process.
In addition, during these past weeks, the Debtors have been
refining the terms of a proposed exit financing facility designed
to assure that the reorganized enterprise will have adequate
working capital for their business operations, which is a critical
element of the plan of reorganization process and also encompasses
a consensual resolution of the disposition of the approximate $455
million in hedge proceeds that are being held pursuant to Court's
orders approving the Debtors' post-petition financing facility.
The Debtors relate that early in November 2016, and before the
appointment of the Equity Committee, the Debtors have organized a
meeting among their first lien secured lenders, the holders of
their secured second lien notes and the Creditors' Committee, where
the Debtors proposed a preliminary chapter 11 plan term sheet,
including terms for proposed exit financing and a structure that
would mitigate to the maximum extent possible any cancellation of
debt income risk for the Debtors' unit holders.
The Debtors further relate that the meeting was constructive and
concluded with the Creditors' Committee agreeing to furnish a
counterproposal after its completion of certain additional due
diligence. The Creditors' Committee has yet to furnish its
counterproposal, but has repeatedly promised that it will be
forthcoming so that the plan negotiation process can continue.
Accordingly, the filing of a plan at this time simply is
premature.
A hearing on the Debtors' request for further extension of its
exclusive periods will be held on January 10, 2017 at 10:00 a.m.
Any responses or objections are due no later than January 3.
About Breitburn Energy
Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016,
listing assets of $4.71 billion and liabilities of $3.41 billion.
Breitburn Energy et al., are an independent oil and gas Partnership
engaged in the acquisition, exploitation and development of oil and
natural gas properties, Midstream Assets, and a combination
ofethane, propane, butane and natural gasolines that when removed
from natural gas become liquid under various levels of higher
pressure and lower temperature, in the United States. The Debtors
conduct their operations through Breitburn Parent's wholly-owned
subsidiary, Breitburn Operating LP, and BOLP's general partner,
Breitburn Operating GP LLC.
The cases are pending before the Honorable Stuart M. Bernstein.
The Debtors have engaged Weil Gotshal & Manges LLP as counsel,
Alvarez & Marsal North America, LLC as financial advisor, Lazard
Freres & Co. LLC as investment banker, and Prime Clerk LLC as
claims and noticing agent. Curtis, Mallet-Prevost, Colt & Mosle LLP
and Quinn Emanuel Urquhart & Sullivan, LLP serve as their conflicts
counsel. PricewaterhouseCoopers LLP has been retained as auditor
and tax advisor, while Coghlan Crowson LLP and Beck Redden LLP have
been retained as special counsel.
The U.S. trustee for Region 2 appointed three creditors of
Breitburn Energy Partners LP and its affiliates to serve on the
official committee of unsecured creditors, and on Nov. 15, the U.S.
Trustee appointed seven creditors of Breitburn Energy Partners LP
and its affiliated debtors to serve on the official committee of
unsecured creditors.
The committee retained Milbank, Tweed, Hadley & McCloy LLP as its
legal counsel. It retained Porter Hedges LLP as special counsel;
and Houlihan Lokey Capital, Inc., and Berkeley Research Group, LLC
as financial advisors.
In October 2016, Judge Bernstein directed the appointment of a
statutory committee of equity security holders.
BULLSEYE TRANSPORT: Taps Antonik Law Offices as Legal Counsel
-------------------------------------------------------------
Bullseye Transport, Inc. seeks approval nfrom the U.S. Bankruptcy
Court for the Southern District of Illinois to hire legal counsel.
The Debtor proposes to hire Antonik Law Offices to give advice
regarding its duties under the Bankruptcy Code and provide other
legal services related to its Chapter 11 case.
The hourly rates charged by the firm are:
Douglas Antonik $275
Associate Attorneys $150 - $250
Law Clerks $100
Paralegals $75 - $95
Douglas Antonik, Esq., disclosed in a court filing that his firm
does not hold or represent any interest adverse to the interest of
the Debtor's bankruptcy estate.
The firm can be reached through:
Douglas A. Antonik, Esq.
Antonik Law Offices
3405 Broadway - P.O. Box 594
Mt. Vernon, IL 62864
Phone: (618) 244-5739
Fax: (618) 244-9633
Email: antoniklaw@charter.net
About Bullseye Transport
Bullseye Transport, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 16-41133) on December
14, 2016. The petition was signed by Christopher S. Yearack,
president.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
CHARLES BRADLEY: Bunch & Brock Representing Gary C. Johnson, et al
------------------------------------------------------------------
Bunch & Brock, PSC, filed with the U.S. Bankruptcy Court for the
Eastern District of Kentucky on Dec. 26, 2016, a notice stating
that it has been retained for representation of multiple
individuals and entities in the Chapter 11 case of Charles R.
Bradley.
The Firm and its attorneys W. Thomas Bunch II, Esq., and Matthew B.
Bunch, Esq., have been retained by:
A. Gary C. Johnson and Mark V. Development, Inc., and Pilgrim
Energy, Inc.
c/o Gary C. Johnson
110 Caroline Avenue
P.O. Box 231
Pikeville, KY 41502-0231
B. Steven D. Combs, R.P. Combs, LLC, Combs Brothers Investment
Company, Robert P. Combs, and Michael Kehoe
c/o Steven D. Combs
175 Main Street
Pikeville, KY 41501-1147
C. Mark Bailey And G&F Development, Ltd
c/o Mark Bailey
P.O. Box 3098
Pikeville, KY 41502-3098
D. James W. Reynolds and Beverly P. Reynolds
P.O. Box 3112
Pikeville, KY 41502-3112
E. Robert E. Schindler, Lynette Schindler, Summer Street
Enterprises, Inc, and Summer Street 2, Inc.
c/o Robert E. Schindler
130 Scott Avenue
Pikeville, KY 41501-1216
F. Donald Lee Howard Sr., Janet P. Howard, Donald Lee
Howard Jr., Shannon b. Howard, Donald Lee Howard III
c/o Donald Lee Howard, Jr.
212 Forest Trail
Nicholasville, KY 40356-9150
G. Katherine Yeary
308 Keene Manor
Nicholasville, KY 40356
H. Burl w. Spurlock, Spurlock Operations, Llc And Spurlock
Royalty, LLC
c/o Burl W. Spurlock
311 N. Arnold Avenue, Suite 505
Prestonsburg, KY 41653
I. Michael P. Buchart, Sr., M.P. Buchart Investment Co., Inc.,
Buchart Children's Trust, And Energy Purchasing, Inc.
c/o Michael P. Buchart, Sr.
1017 Turkey Foot Road
Lexington, KY 40502-2712
J. Nora Jones
P.O. Box 246
Hi Hat, KY 41636-0246
H. Jack a. Justice And Licking Valley Gas, Inc.
c/o Jack Justice
P.O. Box 565
Betsy Lane, KY 41605-0565
The individuals and entities are partners in certain partnerships
managed by the Debtor and are parties-in-interest. All of them are
unsecured creditors.
The Firm can be reached at:
Matthew B. Bunch, Esq.
W. Thomas Bunch, II, Esq.
BUNCH & BROCK, PSC
271 West Short Street, Suite 805
Lexington, Kentucky 40507
Tel: (859) 254-5522
Fax: (859) 233-1434
E-mail: matt@bunchlaw.com
tom@bunchlaw.com
Charles R. Bradley sought Chapter 11 bankruptcy protection (Bankr.
E.D. Ky. Case No. 16-70693) on Oct. 21, 2016. Sara A Johnston,
Esq., at Delcotto Law Group PLLC, serves as the Debtor's bankruptcy
counsel.
CHINACAST EDUCATION: Seeks to Hire Klestadt as Legal Counsel
------------------------------------------------------------
Chinacast Education Corp. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire legal counsel
in connection with its Chapter 11 case.
The Debtor proposes to hire Klestadt Winters Jureller Southard &
Stevens, LLP to give legal advice regarding its duties under the
Bankruptcy Code, negotiate with creditors, assist in the
preparation of a bankruptcy plan, and provide other services.
The hourly rates charged by the firm are:
Partners $475 - $675
Associates $250 - $375
Paralegals $150
Tracy Klestadt, Esq., disclosed in a court filing that the firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Tracy L. Klestadt, Esq.
Joseph C. Corneau, Esq.
Klestadt Winters Jureller Southard & Stevens, LLP
200 West 41st Street, 17th Floor
New York, NY 10036
Phone: (212) 972-3000
Email: jcorneau@klestadt.com
Email: tklestadt@klestadt.com
About Chinacast Education
Chinacast Education Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13121) on November 9,
2016. The petition was signed by Douglas Woodrum, chief financial
officer.
The case is assigned to Judge Mary Kay Vyskocil.
At the time of the filing, the Debtor estimated its assets at $500
million to $1 billion and debts at $10 million to $50 million.
The Office of the U.S. Trustee has not yet appointed an official
committee of unsecured creditors.
CHINACAST EDUCATION: Seeks to Hire Reid Collins as Special Counsel
------------------------------------------------------------------
Chinacast Education Corp. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Reid Collins
Tsai LLP as its special counsel.
Reid Collins will represent the Debtor in three separate lawsuits,
including a case it filed against Justin Tang, former director, for
alleged breach of fiduciary duty.
The Debtor and Reid Collins agreed to a contingent fee basis for
compensation of the firm. Reid Collins will receive 40% of any
gross recovery in two of the lawsuits and 30% of the gross recovery
in the third lawsuit.
Gregory Schwegmann, Esq., disclosed in a court filing that his firm
does not represent any interest adverse to the Debtor or its
bankruptcy estate.
The firm can be reached through:
Gregory S. Schwegmann, Esq.
Reid Collins Tsai LLP
810 Seventh Avenue, Suite 410
New York, NY 10019
Main: 212.344.5200
Fax: 212.344.5299
About Chinacast Education
Chinacast Education Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13121) on November 9,
2016. The petition was signed by Douglas Woodrum, chief financial
officer.
The case is assigned to Judge Mary Kay Vyskocil.
At the time of the filing, the Debtor estimated its assets at $500
million to $1 billion and debts at $10 million to $50 million.
The Office of the U.S. Trustee has not yet appointed an official
committee of unsecured creditors.
CHOUDRIES INC: Trustee Seeks to Hire NAI CIR as Realtor
-------------------------------------------------------
The Chapter 11 trustee of Choudries, Inc. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Pennsylvania to
hire a realtor.
Lawrence Young, the court-appointed trustee, proposes to hire NAI
CIR to conduct a valuation of its real estate located at 11 North
Main Street, York New Salem, Pennsylvania.
The firm will be paid a fee of not less than $500 but not more than
$1,000, depending on the time involved and the difficulty of
obtaining information.
NAI CIR is a "disinterested party" as defined in section 101(14) of
the Bankruptcy Code, and does not represent or hold any interest
adverse to that of the Debtor's bankruptcy estate, according to
court filings.
The firm can be reached through:
William M. Gladstone
NAI CIR
1015 Mumma Road
Lemoyne, PA 17043
About Choudries Inc.
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.
On December 13, 2016, Lawrence V. Young was appointed as Chapter 11
trustee.
CHOUDRIES INC: Trustee Taps A. Everhart as Business Consultant
--------------------------------------------------------------
The Chapter 11 trustee of Choudries, Inc. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Pennsylvania to
hire a business consultant.
Lawrence Young, the court-appointed trustee, proposes to hire Alex
Everhart to provide consulting services necessary to the
reorganization of the Debtor's business, and pay him $250 for his
services.
Mr. Everhart disclosed in a court filing that he does not hold any
interest related to the administration of the Debtor's bankruptcy
estate.
Mr. Everhart maintains an office at:
Alex Everhart
P.O. Box 163
Dallastown, PA
About Choudries Inc.
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.
On December 13, 2016, Lawrence V. Young was appointed as Chapter 11
trustee.
CLARK-CUTLER-MCDERMOTT: Taps Dexter Hofing for Pension Issues
-------------------------------------------------------------
Clark-Cutler-McDermott Company, together with its affiliate CCM
Automotive Lafayette LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Massachusetts to employ Dexter
Hofing LLC as estate professional, nunc pro tunc to December 5,
2016.
CCM is a contributing employer to the National Retirement Fund,
which is a multi-employer defined benefit pension plan. The
Pension Plan provides retirement income to members of the Debtors'
union workforce.
Dexter Hofing will provide pension fund expert services in
connection with reviewing and evaluating the basis for the
withdrawal liability asserted in the Claim -- Phase I Work --
including but not limited to:
(a) reviewing the withdrawal liability calculation from the
Fund dated June 2, 2016 to determine if the Fund's
calculation of the withdrawal liability is accurate;
(b) reviewing the actuarial and funding assumptions, interest
rates, and other components underlying Fund's determination
of its unfunded vested benefits and the company's
withdrawal liability and opining on whether those
assumptions and other components are reasonable;
(c) estimating the liability that would have applied if the
Fund had not changed withdrawal liability assumptions
effective December 31, 2013;
(d) if Dexter Hofing determines the Fund's withdrawal liability
to be incorrect or the assumptions and other components of
the calculation to be unreasonable, assisting counsel in
preparing a request for review to challenge the assessment;
(e) discussing result of their review with counsel; and
(f) preparing a letter summarizing results of their review as
requested by counsel.
To the extent necessary, the Engagement Letter may be supplemented
by one or more addition Project Scope Documents whereby Dexter
Hofing would provide additional pension fund expert services --
Phase II Work -- including:
(a) preparation of an expert report;
(b) preparation for and testifying at in a deposition and/or at
trial; and
(c) preparation for and attending opposing expert's deposition.
Dexter Hofing will be paid according to this compensation and
expense structure:
(a) Phase I Fee. A nonrefundable fee equal to $7,500 fee (the
"Flat Fee") to be paid at the commencement of the
engagement, which will provide compensation for the Phase I
work;
(b) Phase II Fee. To the extent that the Debtors need to have
an expert report prepared and/or have an expert testify at
an evidentiary hearing in connection with the Claim
Objection, Dexter Hofing will be entitled to reimbursement
at an hourly rate, described below, for all reasonable and
reasonably documented work.
-- Hourly fee. To the extent Phase II work is needed,
Dexter Hofing's professionals will maintain a record of
all work completed and fees will be paid in half-hour
increments. The Phase II fees will be filed as a final
fee application for all fees earned once all work is
completed.
The 2016 hourly rates:
James Dexter $700
Mitchell Hofing $600
Seth Porciello $375
The 2017 hourly rates:
James Dexter $725
Mitchell Hofing $625
Seth Porciello $400
-- Costs. Dexter Hofing will be entitled to all reasonable
and reasonably documented out-of-pocket expenses
incurred in connection with services provided in the
engagement.
James B. Dexter, principal of Dexter Hofing, 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.
Dexter Hofing can be reached at:
James B. Dexter
Dexter Hofing LLC
45 Rockefeller Plaza, Suite 2000
New York, NY 10111
Tel: (212) 899-5307
About Clark-Cutler-McDermott Company
Automobile parts manufacturer Clark-Cutler-McDermott Company and
its subsidiary CCM Automotive Lafayette LLC filed chapter 11
petitions (Bankr. D. Mass. Lead Case No. 16-41188) on July 7, 2016.
The petitions were signed by James T. McDermott, CEO. Judge
Christopher J. Panos presides over the case.
The Debtors are represented by Charles A. Dale, III, Esq., David
Mawhinney, Esq., and Mackenzie Shea, Esq., at K&L Gates LLP. The
Debtors tapped Conway MacKenzie Capital Advisors LLC as investment
banker; Sansiveri, Kimball & Co., LLP, as Tax Services Provider.
The Debtors each estimated assets of $10 million to $50 million and
debt of $10 million to $50 million at the time of the chapter 11
filings.
The Official Committee of Unsecured Creditors retained Mintz Levin
Cohn Ferris Glovsky and Popeo, P.C. as counsel to the Committee.
COBALT INTERNATIONAL: Files $1 Billion Prospectus with SEC
----------------------------------------------------------
Cobalt International Energy, Inc., filed with the Securities and
Exchange Commission a Form S-3 registration statement relating to
the offering of common stock, preferred stock, debt securities,
warrants, purchase contracts or units. The Company may offer and
sell these securities to or through one or more underwriters,
dealers and agents, or directly to purchasers, on a continuous or
delayed basis.
In addition, The First Reserve Funds and The Carlyle/Riverstone
Funds may from time to time offer and sell up to 71,374,919 shares
of the Company's common stock. The Company is registering these
shares of its common stock pursuant to a registration rights
agreement that it entered into with certain of the selling
securityholders. The selling securityholders may offer and sell
their shares of the Company's common stock in public or private
transactions, or both. These sales may occur at fixed prices, at
market prices prevailing at the time of sale, at prices related to
prevailing market prices, or at negotiated prices.
The aggregate initial offering price of all securities sold by the
Company will not exceed $1,000,000,000.
A full-text copy of the Form S-3 prospectus is available at:
https://is.gd/OCyc6V
About Cobalt
Cobalt International Energy, Inc. is an independent exploration and
production company with operations currently focused in the
deepwater U.S. Gulf of Mexico. In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field. The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development. The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.
The Company reported a net loss of $694.4 million in 2015, a net
loss of $510.8 million in 2014 and a net loss of $589.0 million
in 2013. As of Sept. 30, 2016, Cobalt had $3.68 billion in total
assets, $2.70 billion in total liabilities and $983.8 million in
total stockholders' equity.
* * *
S&P Global Ratings lowered its unsolicited corporate credit rating
on U.S.-based oil and gas exploration and production (E&P) company
Cobalt International Energy Inc. to 'D' from 'CC', as reported by
the TCR on Dec. 14, 2016.
CTI BIOPHARMA: Has $25.3M Net Financial Standing as of Nov. 30
--------------------------------------------------------------
CTI BioPharma Corp. or CTI Parent Company reported total estimated
and unaudited net financial standing of as of Nov. 30, 2016, of
$25.3 million. The total estimated and unaudited net financial
standing of CTI Consolidated Group as of Nov. 30, 2016, was $26.8
million.
CTI Parent Company trade payables outstanding for greater than 30
days were approximately $5.3 million as of Nov. 30, 2016. CTI
Consolidated Group trade payables outstanding for greater than 30
days were approximately $6.2 million as of Nov. 30, 2016.
During November 2016, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.
As of Nov. 30, 2016, there were no amounts overdue of a financial
or tax nature, or amounts overdue to social security institutions
or overdue to employees.
During the month of November 2016, the Company's common stock, no
par value, outstanding decreased by 8,957 shares. As a result, the
number of issued and outstanding shares of Common Stock as of Nov.
30, 2016, was 282,292,653.
A full-text copy of the press release is available for free at:
https://is.gd/kTI1JY
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $122.62 million on $16.11 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss
attributable to common shareholders of $96.0 million on $60.07
million of total revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, CTI Biopharma had $76.48 million in total
assets, $63.96 million in total liabilities and $12.51 million in
total shareholders' equity.
The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on its
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, and for the year ended
Dec. 31, 2014, regarding their substantial doubt as to the
Company's ability to continue as a going concern. The Company said
that although its independent registered public accounting firm
removed this going concern explanatory paragraph in its report on
our Dec. 31, 2015, consolidated financial statements, the Company
expects to continue to need to raise additional financing to fund
its operations and satisfy obligations as they become due.
According to the Company, the inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of its common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and the
Company cannot guarantee that it will not receive such an
explanatory paragraph in the future.
DAVE 60 NYC: Hires Kenny Nachwalter as Special Litigation Counsel
-----------------------------------------------------------------
Dave 60 NYC Inc. seeks authorization from the U.S. Bankruptcy Court
for the Southern District of New York to employ Kenny Nachwalter,
P.A. as Florida special litigation counsel effective July 27,
2016.
The Debtor requires Kenny Nachwalter to represent the Debtor with
respect to matters pending either in Florida state court or Florida
bankruptcy court.
Prior to the Petition Date, the Debtor initiated a litigation
against the Law Offices of Anthony Accetta and Anthony Accetta
(together, "Accetta") in Florida state court for the recovery of
certain fees that the Debtor expended that could be in excess of
$700,000 and accordingly are a significant asset of the Debtor's
estate. After the filing of its chapter 11 case, the Debtor sought
to remove the Accetta litigation to the Southern District of
Florida and then transfer it to the Bankruptcy Court. The Debtor's
removal and transfer requests are pending in front of the
Bankruptcy Court for the Southern District of Florida.
Accetta opposes the removal and has filed a motion to remand the
litigation; it also filed an opposition to the transfer of the
litigation to the Bankruptcy Court.
Because the action was initiated in Florida, and no attorneys at
Robinson Brog are admitted in Florida, the Debtor sought assistance
from Kenny Nachwalter to file the necessary documents in the
Bankruptcy Court for the Southern District of Florida.
Kenny Nachwalter had been previously retained to pursue the claims
against Accetta in the Florida State Court because of its extensive
litigation experience. After the Petition Date, Kenny Nachwalter
continued to represent the Debtor in Florida, by filing documents
in the Accetta litigation on the Debtor's behalf, including the
notice of removal, the transfer motion and pro hac vice motions for
the Debtor's attorneys at Robinson Brog. The Debtor's general
counsel cannot appear in these courts without the assistance of a
Florida lawyer. Accordingly, the Debtor requires experienced
Florida counsel to handle those matters pending, either in Florida
state court or Florida federal court, that general counsel cannot
take on.
Kenny Nachwalter will be paid at these hourly rates:
Stanley H. Wakshlaw $700
Deborah S. Corbishley $650
Kristie A. Norris, paralegal $185
Kenny Nachwalter will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Deborah S. Corbishey, an attorney at Kenny Nachwalter, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.
Kenny Nachwalter can be reached at:
Deborah S. Corbishey, Esq.
KENNY NACHWALTER, P.A.
1441 Brickell Ave #1100
Miami, FL 33131
Tel: (305) 373-1000
About Dave 60 NYC
Dave 60 NYC Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 16-12146) on July 27, 2016. Judge Michael E
Wiles presides over the case.
DEPENDABLE AUTO: Wants to Get DIP Loan From ADESA, Use Cash
-----------------------------------------------------------
Dependable Auto Shippers, Inc., DAS Global Services, Inc., and DAS
Government Services, LLC ask the U.S. Bankruptcy Court for the
Northern District of Texas for authorization to use the cash
collateral of ADESA, Inc., and obtain postpetition financing from
ADESA.
The Debtors intend to use the the proposed financing to be provided
by ADESA, and the cash collateral, to fund operations of the
Debtors and professional fees through the sale process for the
companies and to fund a liquidating trust following confirmation of
a plan of reorganization.
Debtor Dependable Auto Shippers, or DAS, obtained funding from
Independent Bankers Capital Fund II LP, or IBCF, and Paragon LLC,
which included $4.1 million in senior secured notes and preferred
shares being issued to IBCF and $1.2 million in secured notes and
preferred shares being issued to Paragon.
DAS entered into a factoring and security agreement with TBK Bank,
SSB, f/k/a Triupmh Savings Bank, SSB, d/b/a Triumph Commercial
Finance, also known as Triumph. Triumph took a lien on DAS's
assets and entered into a subordination agreement with IBCF and
Paragon. Triumph purchased DAS's receivables pursuant to the terms
of the Triumph Factoring Agreement. The Triumph Factoring Agreement
was paid in full on December 20, 2016.
The Debtors relate that the outstanding balance on the Triumph
Factoring Agreement was not more than $770,906, and that the
Triumph Loan has a small balance remaining that remains secured by
a single truck. The Debtors further relate that Triumph will
retain its first priority lien position on the Truck until the
Truck is sold and/or the Triumph Loan is paid in full.
IBCF and Paragon then infused an additional $3 million into the
company by purchasing Series B preferred equity.
ADESA a/k/a KARS Arrive, purchased IBCF and Paragon's notes without
equity interests. DAS and ADESA entered into a Promissory Note,
Credit Agreement and Security Agreement where ADESA loaned funds to
DAS for the satisfaction of the Triumph Loan and to fund DAS's
other expenses. As of the Petition Date, DAS owes ADESA
$1,070,960, plus interest, fees and expenses. ADESA holds a
first-priority lien position on all of the Debtors' assets with the
exception of the Truck.
The salient provisions of the DIP Facility, among others, are:
(1) Loan Commitment and Availability: A loan facility in the
amount of not more than $2,600,000.
(2) Interest Rate: 12% per annum.
(3) Priority: The Obligations are granted super-priority
administrative expense status, with priority over all costs and
expenses of administration of the Chapter 11 Case that are incurred
under any provision of the Bankruptcy Code, subject to the
Carve-Out. In addition, the DIP Lender is granted first priority
senior secured Liens on the collateral on a postpetition basis to
secure the Obligations.
(4) Payments: The Debtors have the right to repay Advances at
any time, provided that:
(i) Debtors will give DIP Lender irrevocable notice of
each prepayment by 11:00 a.m. prevailing Central time, not less
than two business days prior to the date of prepayment of a Loan;
and
(ii) all prepayments of Loans shall be in a minimum
amount equal to the lesser of $25,000 or the unpaid principal
amount of the Loans outstanding.
(5) Carve-Out: Consists of:
(a) all fees required to be paid to the Clerk of the
Court and to the U.S. Trustee plus interest; and
(b) to the extent allowed by the Bankruptcy Court at any
time, and subject to the Budget, all accrued and unpaid fees,
disbursements, costs and expenses of professionals or professional
firms retained by Debtor and any official committee of creditors
accrued or incurred at any time before or on the date and time of
the delivery by the DIP Lender of a Carve-Out Trigger Notice,
whether allowed by the Court prior to or after delivery of a
Carve-Out Trigger Notice, plus fees, costs, and expenses incurred
by the aforementioned professionals after the date of the Carve-Out
Trigger Notice in an amount not to exceed $50,000 in the
aggregate.
As adequate protection for any diminution in value incurred by
ADESA through the Debtor's use of cash collateral, the Debtors
will:
(1) maintain the value of their business as a going-concern;
(2) provide ADESA with replacement liens on currently-owned
and after-acquired cash derived from ADESA's cash collateral; and
(3) provide super-priority administrative claims to ADESA
equal to any diminution in value of ADESA's collateral.
As protection for providing the DIP Facility, the Debtors propose
to provide ADESA with a super-priority lien on all assets of the
Debtors and a super-priority administrative claim on all assets of
the Debtors.
A full-text copy of the Debtor's Motion, dated Dec. 21, 2016, is
available at
http://bankrupt.com/misc/DependableAuto2016_34858bjh11_10.pdf
Dependable Auto Shippers, Inc., DAS Global Services, Inc., and DAS
Government Services, LLC are represented by:
D. Michael Lynn, Esq.
John Y. Bonds, III, Esq.
Joshue N. Eppich, Esq.
BONDS ELLIS EPPICH SCHAFER JONES LLP
420 Throckmorton Street, Suite 1000
Fort Worth, TX 76102
Telephone: (817) 405-6900
About Dependable Auto Shippers
Dependable Auto Shippers, Inc.'s (“DAS”) history dates back to
1954 when Sam
London formed Dependable Car Travel Services in the heart of New
York City. In 1990, DAS became a full-service vehicle
transportation carrier, and over the years, grew into a fleet of
auto carriers, created a network of more than 97 storage facilities
and created a proprietary web presence. In 2004, DAS' transport
fleet peaked at 122 trucks.
Dependable Auto Shippers, Inc., and related entities DAS Global
Services, Inc., and DAS Government Services, LLC filed chapter 11
petitions (Bankr. N.D. Tex. Case Nos. 16-34855-11, 16-34857-11, and
16-34858-11) on Dec. 21, 2016.
The Debtors are represented by D. Michael Lynn, Esq., John Y.
Bonds, III, Esq., and Joshua N. Eppich, Esq., at Bonds Ellis Eppich
Schafer Jones LLP.
DIRECT MEDIA: Tetzlaff to Replace Tracy Firm as Legal Counsel
-------------------------------------------------------------
Direct Media Power, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire a new legal
counsel.
The Debtor proposes to hire Tetzlaff Law Offices, LLC to give legal
advice regarding its duties under the Bankruptcy Code, prepare a
bankruptcy plan, assist in reviewing and resolving claims, and
provide other legal services. The firm will replace the Debtor's
former counsel The Tracy Firm, Ltd.
The attorneys and paralegals expected to represent the Debtor and
their hourly rates are:
Neal Wolf Partner $650
Paul Deese Associate $225
Diane Wolski Legal Assistant $150
Other Tetzlaff associates who may provide legal services to the
Debtor will be paid an hourly rate of $225.
Tetzlaff is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Neal L. Wolf, Esq.
Paul H. Deese, Esq.
Tetzlaff Law Offices, LLC
227 W. Monroe Street, Suite 3650
Chicago, IL 60606
Tel: (312) 574-1000
Fax: (312) 574-1001
Email: nwolf@tetzlafflegal.com
Email: pdeese@tetzlafflegal.com
About Direct Media Power
Established in 2010 and located Wood Dale, Illinois, Direct Media
Power, Inc., also known as DMP Teleservices, Inc., is a large
privately owned liquidator of unsold prime commercial radio
airtime nationwide.
Direct Media Power sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 16-36934) on Nov. 21, 2016. Judge Timothy A. Barnes is
assigned to the case. The petition was signed by Dean Tucci,
president.
The Debtor estimated assets of $100,000 to $500,000 and $1 million
to $10 million in debt.
The Debtor tapped Adam S. Tracy, Esq., at The Tracy Firm, Ltd., as
counsel.
DOWLING'S PALACE: Hires Lohr & Associates as Counsel
----------------------------------------------------
Dowling's Palace, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Lohr &
Associates, Ltd. as counsel.
The Debtor requires Lohr & Associates to:
(a) provide the Debtor with legal advice with respect to its
powers and duties as the Debtor and Debtor-in-Possession;
(b) prepare on behalf of the Debtor necessary applications,
answers, orders, reports, and other legal papers;
(c) represent the Debtor in defense of any proceedings
instituted to reclaim property to obtain relief from the
automatic stay under section 362(a) of the Bankruptcy Code;
(d) assist the Debtor in the preparation of schedules,
statements of financial affairs and any amendments thereto,
which the Debtor may be required to file in this case;
(e) assist the Debtor in the preparation of a plan or
reorganization and disclosure statement;
(f) assist the Debtor with any potential sales of its assets
pursuant to section 363 of the Bankruptcy Code; and
(g) perform all other legal services for the Debtor which may
be necessary herein.
Lohr & Associates will be paid at these hourly rates:
Robert J. Lohr II, managing member $300
Mary Jo Gilsdorf, of counsel $250
Leslie Graham, paralegal $100
Lohr & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Lohr & Associates received a $7,500 retainer from the Debtor. Prior
to the petition date, Lohr & Associates drew down $4,217 from the
retainer for bankruptcy preparation fees and expenses incurred
prior to the filing, including the filing fee for initiating this
case.
Robert J. Lohr II, managing member of Lohr & Associates, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.
Lohr & Associates can be reached at:
Robert J. Lohr, II, Esq.
LOHR & ASSOCIATES, LTD.
1246 West Chester Pike, Suite 312
West Chester, PA 19382
Tel: (610) 701-0222
Fax: (610) 431-2792
E-mail: bob@lohrandassociates.com
Dowling's Palace Inc., based in Philadelphia, Pa., filed a Chapter
11 petition (Bankr. E.D. Pa. Case No. 16-18356) on December 5,
2016. The Hon. Ashely M. Chan presides over the case. Robert J.
Lohr, II, Esq. of Lohr & Associates, Ltd., serves as bankruptcy
counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by Stacey L. Dowling, president.
The Debtor listed North Philadelphia Financial Partnership
as its sole unsecured creditor, holding a claim of $37,000.
ECOARK HOLDINGS: Greg Landis Resigns as Director
------------------------------------------------
Greg Landis resigned as a member of the Board of Directors and as
secretary and treasurer of the Ecoark Holdings, Inc. on Dec. 16,
2016. Mr. Landis advised the Company that his resignation was in
order to return to his CPA practice and not in connection with any
disagreement with the Company on any matter relating to its
operations, policies or practices.
The Company's board of directors will begin a search to seek a
replacement for Mr. Landis.
About Ecoark Holdings
Ecoark Holdings, Inc., is a technology solutions company. The
Company offers technologies to fight waste in operations,
logistics, and supply chains worldwide. It provides pallet-level
time and temperature tracking, pre-cool prioritization and
monitoring, pallet routing, real-time in-transit monitoring, remote
visibility, and quality management solutions. The Company also
offers Point Clouds, which creates two dimensional (2d) and three
dimensional (3d) digital replications; High definition (HD) photos,
a 360 degree rotational bubble image from various project
perspectives; 2d Plans that plan and elevates views in CAD/PDF; and
3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as
provides training and consultation services on laser scan and/or
creates 2d as-builts or 3d models.
For the six months ended June 30, 2016, Ecoark reported a net loss
of $8.09 million following a net loss of $5.23 million for the six
months ended June 30, 2015.
As of Sept. 30, 2016, Ecoark had $20.48 million in total assets,
$10.75 million in total liabilities and $9.72 million in total
stokholders' equity.
"The Company raised $17,347 additional capital in a private
placement subsequent to the reverse merger transaction on March 24,
2016...The Company's ability to raise additional capital through
future equity and debt securities issuances is unknown. Obtaining
additional financing, the successful development of the Company's
contemplated plan of operations, ultimately, to profitable
operations are necessary for the Company to continue operations.
The ability to successfully resolve these factors raises
substantial doubt about the Company's ability to continue as a
going concern," the Company stated in its quarterly report for the
period ended June 30, 2016.
"The Company raised $17,320 of additional capital, net of expenses,
in a private placement subsequent to the reverse merger transaction
on March 24, 2016...The Company's ability to raise additional
capital through future equity and debt securities issuances is
unknown. Obtaining additional financing, the successful
development of the Company's contemplated plan of operations,
ultimately, to profitable operations are necessary for the Company
to continue operations. The ability to successfully resolve these
factors raises substantial doubt about the Company's ability to
continue as a going concern," the Company stated in its quarterly
report for the period ended Sept. 30, 2016.
EDISON MISSION: EME Trust's Board Okays Final Net Cash Liquidation
------------------------------------------------------------------
EME Reorganization Trust on Dec. 26, 2016, disclosed that its board
of managing trustees has approved a final net cash liquidation
distribution of $0.00908 per beneficial interest (the
"Distribution"). The Distribution will be paid on December 29,
2016 to all holders of record of beneficial interests as of such
date. Immediately prior to the distribution, there will be
3,853,697,304 issued and outstanding beneficial interests of the
Trust.
Payment Date: December 29, 2016
Net Distribution Amount: $0.00908 per beneficial interest
The Distribution is being made out of the remaining funds of the
EME Reorganization Trust and constitutes the final distribution to
be made by the EME Reorganization Trust. The distribution shall be
effectuated through a mandatory redemption all beneficial interests
in the EME Reorganization Trust. As a result of the mandatory
redemption, all beneficial interests in the EME Reorganization
Trust shall be cancelled in exchange for the proceeds of the final
liquidation distribution.
The gross amount of the distribution will be approximately $41.17
million. After taking into account certain fees payable to
Bluescape Advisors LLC, which were previously approved by the
Bankruptcy Court, and certain wind-down related costs and expenses,
the net distribution to holders of beneficial interests will be
approximately $34.99 million.
Following the final distribution, the total aggregate gross
recovery to unsecured creditors under the Third Amended Joint
Chapter 11 Plan of Reorganization (with Technical Modifications)
for Edison Mission Energy and certain of its subsidiaries (the
"Plan") will be approximately $3.631 billion, representing a 94.2%
gross recovery.
EME Reorganization Trust was formed in connection with the
confirmation and consummation of the Plan. The Plan became
effective on April 1, 2014. The primary purpose of the EME
Reorganization Trust is to resolve claims, liquidate remaining
assets and make distributions as appropriate to holders of its
beneficial interests.
About Edison Mission
Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating and
selling energy and capacity from independent power production
facilities. EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.
EME was formed in 1986 and is an indirect subsidiary of Edison
International. Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the United
States.
EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on
Dec. 17, 2012.
EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.
The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion
in total assets, $6.68 billion in total liabilities and $1.48
billion in total equity.
In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094 as
of the Petition Date.
The Debtors, other than Camino Energy Company, are also represented
by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth
A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York.
Debtor Camino Energy Company is represented by David A. Agay,
Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in
Chicago, Illinois.
Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation Services
is acting as restructuring advisor. GCG, Inc., is the claims and
notice agent.
An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP. The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.
EME's Joint Plan of Reorganization was confirmed on March 11, 2014.
The Plan provides for: (a) the sale to NRG Energy, Inc. and NRG
Energy Holdings, Inc. of substantially all of EME's assets for
approximately $2.635 billion, subject to certain adjustments
provided in the Acquisition Agreement, and assumption of so-called
PoJo Leases, as modified; (b) a settlement with Edison
International -- EIX -- and certain EME noteholders pursuant to
which EME will emerge from bankruptcy free of liabilities but will
remain an indirect wholly-owned subsidiary of EIX; and (c) the
transfer of substantially all remaining assets and liabilities of
EME that are not otherwise discharged in the bankruptcy or
transferred to NRG to the Reorganization Trust. Once consummated,
the Plan will result in recoveries of over 80% for holders of
unsecured claims against EME and payment in full in cash of claims
against EME's subsidiaries. The Plan was declared effective on
April 1, 2014.
FAIR HAVEN: Wants $1.22MM Sale of Shellfishing Biz to Norm Bloom
----------------------------------------------------------------
Fair Haven Clam & Lobster Co., LLC ("FHC&L"), and CAAMM Properties
LLC ("CAAMM") filed with the U.S. Bankruptcy Court for the District
of Connecticut a motion to sell five parcels of real property,
three fishing vessels, and personal property relating to the
shellfishing business pursuant to an offer that has been received
from and negotiated with Norm Bloom & Son, LLC.
The Debtors have filed a separate motion seeking approval of a
"stalking horse" agreement contained within the purchase and sale
documents and proposed bidding procedures for any higher and better
bids.
The Debtors seek authority to sell all the personal and real
property of these estates for a total price of $1,220,000 to Norm
Bloom & Son, LLC, a Connecticut limited liability company, pursuant
to terms and conditions as set forth in the Sales Procedures Motion
and the Asset Purchase Agreement and Contract of Sale appended
thereto. Among those terms is the Proposed Buyer's commitment to
lease back to the Debtor one vessel through March 1, 2017, for the
sum of $10, to allow the Debtors to implement its agreement with
State of Connecticut to continue harvesting shellfish on its former
leased grounds per the compromise previously approved the court.
The Debtors believe the offer presents a good opportunity to
maximize value to creditors.
Moreover, the shellfishing business has struggled with lengthy
weather and equipment problems resulting in significant periods
without income. Due to depressed income and other reasons FHC&L
has been unable to preserve its last remaining shellfishing seabed
lease with the State of Connecticut. Consequently, a liquidation
plan is a prudent strategy in the Debtors' best business judgment
and the proposed sale is therefore appropriate to facilitate a
prompt resolution of the estates. Any period of inactivity of
FHC&L's equipment risks deterioration and expensive repairs. The
Debtors' physical plant includes high daily electrical costs to
circulate thousands of gallons of water, to heat water in lines to
maintain circulation and avoid freezing and broken pipes, and to
protect the vital and expensive main engines and pump engines on
the vessels, among other things. Even careful shutdown and
winterization of the facilities is estimated to cost $25,000 and to
depress sale values due to the extra costs associated with renewal
of operations. These facts support a valid business justification
for a prompt sale under Section 363 of the Bankruptcy Code.
Moreover, the specifics of the proposed sale provides for use of
one-half of the deposit by the Debtors as a loan for immediate use
by the Debtors, including the maintenance of the facility and
assets, pending closing.
Real property to be sold is titled in the name of CAAMM. These
are:
* 263 Front Street, New Haven, CT,
* 265 Front Street, New Haven, CT,
* 269 Front Street, New Haven, CT,
* 520 Quinnipiac Avenue, New Haven, CT, and
* 524 Quinnipiac Avenue, New Haven, CT.
Personal property to be sold belongs to FHC&L. These are:
(a) Commercial fishing vessels, specifically:
i. 45' clam and lobster boat, named the "Rock and Roll,"
with 490 HP diesel Engine;
ii. 42' clam and lobster boat, named the "Michael &
Christopher," with 580 HP diesel engine;
iii. 42' clam and lobster boat, named the "Angela Marie,"
with 600 HP Detroit diesel engine;
(b) Fishing equipment, including: Spear pump, 2 spear winches,
dredges, cable and blocks, gas heaters for boats, hardware,
shovels, rakes, and brooms;
(c) Two clam sorting machines;
(d) Walk-in cooler;
(e) 10,000 gallon lobster tank system with full refrigeration
and pump system;
(f) Rope, rubber bands, lobster pot rope, filters, oil,
hydraulic fluid, hoses, nuts and bolts;
(g) Office furniture and equipment, such as desks, chairs, file
cabinets, credenza, computers, printer and fax machine;
(h) All of Seller's rights under warranties, indemnities and all
similar rights against third parties to the extent related to any
Purchased Assets;
(i) All insurance benefits, including rights and proceeds,
arising from or relating to the Purchased Assets;
(j) Originals, or where not available, copies, of all books and
records, including, but not limited to, machinery and equipment
maintenance files, operating manuals.
The Debtors submit that the proposed sale provides significant
benefit to the estates.
The proposed sale provides fair recovery for creditors holding
secured clams. Unsecured claimants of each estate also stand to
benefit from the transaction in conjunction with an agreement
reached with Debtors' primary secured creditor, KeyBank, N.A., as
successor to the interests of First Niagara Bank, N.A. KeyBank is
the first mortgage holder on four of the five CAAMM properties, and
its interest in those properties, after payment of senior real
property tax and water and sewer charges, consumes the entire value
of those properties. Accordingly, the Debtors requested and believe
they have obtained agreement with KeyBank for a 10 percent carve
out from the CAAMM properties in which KeyBank has an interest. In
addition, the Debtors believe they have reached an agreement with
KeyBank regarding valuation allotments on its first priority
secured interest in the personal property assets of FHC&L. The
agreed valuation of the bank's collateral in FHC&L assures
significant value for administrative expense and unsecured claims
in that estate. The value for unsecured claims in FHC&L also
benefits the CAAMM estate because it holds a claim against FHC&L
constituting about 25% of the total allowed claims against FHC&L.
(CAAMM's percentage of the FHC&L unsecured creditor class is
subject to change upon resolution of other possible issues
including objections that may be filed against certain other claims
in FHC&L which could potentially increase CAAMM's percentage.)
Thus Debtors believe the proposed sale significantly benefits
creditors of both estates.
The Debtors seek authorization to sell the Real Property and the
Personal Property free and clear of the interests, claims and liens
in same of the Respondents. The Debtors assert that each
Respondent either consents to the sale or is an entity that could
be compelled, in a legal or equitable proceeding, to accept a money
satisfaction of its interest.
The Debtors have filed the Sales Procedures Motion which provides
for a fair and public auction process should any third party offer
a higher and better bid for the Personal Property and the Real
Property. Thus, the Debtors seek to sell same to the proposed
buyer Norm Bloom & Son, LLC, or the highest bidder as may be
approved by the court, for the sum of $1,220,000 or such other
higher bid that may be approved.
A full-text copy of the Sale Motion is available at:
http://bankrupt.com/misc/ctb16-30623_131_Sale_M_Fair_Haven.pdf
About FHC&L and CAAMM
Fair Haven Clam & Lobster Co., LLC ("FHC&L") is in the business of
shellfishing and cultivating and harvesting shellfish. FHC&L owns
boats and equipment utilized in its business and CAAMM Properties
LLC ("CAAMM") owns real estate where offices, tanks, sorters and
refrigeration equipment are housed and docks affixed to the real
estate provide moorage for the fishing vessels. CAAMM and FHC&L
are Connecticut limited liability companies and each company is
owned 100% by the same sole member, Michael Fraenza.
The FHC&L case was commenced by the filing of a voluntary petition
under chapter 12 on April 22, 2016. CAAMM filed its voluntary
petition under chapter 11 on the same date and said cases are now
jointly administered (Bankr. D. Conn. Case No. 16-30623). The
FHC&L proceeding was converted to a chapter 11 proceeding on Sept.
22, 2016.
Both Debtors have continued in possession of their property and
management of their business affairs as Debtors in Possession
throughout these proceedings.
CAAMM Properties, LLC, is represented by:
Dean W. Baker, Esq.
LAW OFFICE OF DEAN W. BAKER
195 Church Street
New Haven, CT 06510
Telephone: (203) 777-5666
Facsimile: (203) 773-1427
E-mail: Dean@bohonnon.com
Fair Haven Clam & Lobster Co., LLC, is represented by:
Carl T. Gulliver, Esq.
COAN, LEWENDON, GULLIVER & MILTENBERGER, LLC
495 Orange Street
New Haven, CT 06511
Telephone: (203) 624-4756
Facsimile: (203) 865-3673
E-mail: cgulliver@coanlewendon.com
FLOUR CITY BAGELS: Execs Seek to Take Over 28 Locations
-------------------------------------------------------
Katy Stech, writing for The Wall Street Journal Pro Bankruptcy,
reported that executives at Bruegger's Bagels are urging a
bankruptcy judge to let them take over its largest franchise, a
chain of 28 locations in upstate New York, and to reject a purchase
offer from a lender that it says lacks experience in the breakfast
food industry.
According to the report, in court papers, Bruegger's Bagels
officials asked Judge Paul Warren to approve its $1.95 million
offer for the franchised chain, whose locations from Albany to
Rochester serve about 40,000 bagels a day.
Under its offer, Bruegger's Bagels officials agreed to spend about
$2 million on store renovations and pay some of the chain's $4.5
million debt to Bridge Funding Group Inc., the report related.
They also argued that a competing purchase offer involving the
chain's lender, Canal Mezzanine Partners II LP, would put the
locations' financial health at risk, the report further related.
"[Canal Mezzanine Partners] has no experience in the fast-casual
breakfast industry other than its recent stint as the accidental
operator of the bakeries," Bruegger's Bagels officials said in
court papers, the report said. "[It] will face a barrage of
expenses it does not have the funds to address, including necessary
advertising and marketing expenses in order to establish its new
brand in the region and renovations to improve the bakeries."
Under the competing bid, Canal Mezzanine Partners would be part of
a corporation called FCB Acquisition Company LLC that would
purchase the chain with $5 million in cash, the report said. Canal
Mezzanine Partners would also give up the right to collect about
$3.7 million owed from a February 2013 deal, the report added.
Under the Canal Mezzanine Partners' offer, the Bruegger's Bagels
name would be wiped off the locations, the report noted.
About Flour City Bagels, LLC
Headquartered in Fairport, New York, Flour City Bagels, LLC,
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items. In 1993, it opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries. It employs 425 people.
Flour City Bagels sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debt in the range of $10 million
to $50 million. Kevin Coyne, the manager, signed the petition.
Judge Paul R. Warren is assigned to the case.
The Debtor is represented by Stephen A. Donato, Esq., and Camille
W. Hill, Esq., at Bond, Schoeneck & King, PLLC, and Harry W.
Greenfield, Esq., Jeffrey Toole, Esq., and Heather E. Heberlein,
Esq., at Buckley King.
The Debtor retained Phoenix Management Services, LLC as financial
advisor; Phoenix Capital Resources as investment banker; Insero &
Co. CPAs, LLP as accounting services provider; and Kittel Branagan
& Sargent as tax consultant.
The Official Committee of Unsecured Creditors of Flour City
Bagels,
LLC, retained Kane Russell Coleman & Logan PC as counsel, Gordorn
&
Schaal, LLP as local counsel, and Corporate Recovery Associates,
LLC, as business and financial advisor for the Committee.
GILLESPIE OFFICE: Court Extends Plan Filing Period to March 31
--------------------------------------------------------------
Judge August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada extended Gillespie Office and Systems Furniture,
Inc.'s exclusive periods for filing a plan and soliciting
acceptances to the plan, through March 31, 2017 and June 1, 2017,
respectively.
The Debtor previously sought the extension of its exclusive
periods, relating that one of the events which propelled into
bankruptcy court was the Ronni Council Litigation, which was a
claim brought in the Clark County Eight Judicial District Court,
styled "Ronni Council, et al. v. Gillespie Office and Systems
Furniture, LLC, et al., Case No. A-14-696265. The Debtor further
related that the Court had granted Ronni Council relief from stay
on May 31, 2016 in order to proceed with trial in the Council
Litigation, which was subsequently concluded in November 2016.
The Debtor said that a verdict was reached in the Ronni Council
Litigation on November 18, 2016, with judgment awarded against the
Debtor in total amounts of $3,700,000. The Debtor anticipated that
Ronni Council may request for additional awards, and the Debtor
also intended to seek for reduction or set aside the verdict, and
as such, settlement discussions were also contemplated.
The Debtor told the Court that the bankruptcy attorney for Ronni
Council, on December 8, 2016, had suggested that the Debtor seek an
additional extension of exclusivity in order for post-trial motions
to be concluded given that the course of the Debtor's
reorganization could be affected by the magnitude of the Ronni
Council claim.
The Debtor believed that it would be in the best interest of the
Debtor, its creditors and the estate to delay proposal of a plan in
order for the parties to be able to continue their settlement
discussions, as well as for post-trial motions to be heard.
The Debtor also told the Court that while no plan has yet been
proposed, the Debtor has made progress in its reorganization
efforts, was current in its payment of post-petition obligations,
has generated post-petition profits, and was proceeding towards
drafting a confirmable plan of reorganization. The Debtor
contended that the the Plan would be greatly influenced by the
developments in the Ronni Council Litigation over the next 60-75
days, and thus, the Debtor needed the requested exclusivity
extension.
About Gillespie Office and Systems Furniture, Inc.
Gillespie Office and Systems Furniture, Inc., does business as A&B
Printing, located at 2908 South Highland Drive, Set. B, Las Vegas,
Nevada. The Company has been providing printing and mailing
services to customers in the Las Vegas since 1979.
Gillespie Office and Systems Furniture filed a Chapter 11
bankruptcy petition (Bankr. D. Nev. Case No. 16-11943) on April 11,
2016. The petition was signed by Kathleen L. Gillespie, president.
The Debtor is represented by Zachariah Larson, Esq., at Larson &
Zirzow. The Debtor estimated assets and liabilities at $500,001 to
$1 million at the time of the filing.
GREATER ERIE INDUSTRIAL: Trustee Seeks OK for Sale of IP Property
-----------------------------------------------------------------
The American Bankruptcy Institute, citing Jim Martin of Go Erie,
reported that the former International Paper Co. property in Erie
could soon have a new owner as Joseph Spero, bankruptcy trustee for
the Greater Erie Industrial Development Corp., is seeking the
approval of U.S. Bankruptcy Court Judge Thomas P. Agresti to sell
more than 65 acres held by GEIDC to the Enterprise Development
Center of Erie County for $800,000.
According to the report, the Enterprise Development Center, a
nonprofit economic development organization led by Rick Novotny,
who is also executive director of both the Erie County
Redevelopment Authority and the City of Corry Redevelopment
Authority, plans to buy the property, address some environmental
problems related to iron contamination and then sell it to SB3 LLC,
which is owned by Erie businessman Samuel "Pat" Black III, owner of
Hero BX biodiesel plant.
The report related that as a nonprofit, the Enterprise Development
Center, will be in a position to obtain government funding that
should cover 75 percent of the cost of environmental remediation,
Novotny said.
In this case, Novotny said, SB3 was in the process of buying the
GEIDC property out of bankruptcy when the environmental problems
were discovered, the report further related.
The proposed sale would include a 15.4-acre parcel that's known as
the Dunn Brick Yard; three parcels, totaling 49.3 acres, that make
up the South Yard and 0.3 acres of residential property in the
North Yard, the report said.
In a motion filed Monday, Spero wrote: "Although the Debtor valued
the subject property at $928,300, the Trustee believes that the
offer of $800,000 for the subject real estate is fair and should be
accepted as this is the highest and best offer he has received to
date," the report said.
The former International Paper properties were among those owned by
GEIDC, which filed for Chapter 7 bankruptcy, or liquidation, on
April 22. GEIDC was among the affiliates of umbrella organization
DevelopErie, which remains in operation.
GREATHOUSE RESTAURANTS: BNC Does Not Consent to Cash Use
--------------------------------------------------------
BNC National Bank gave notice to the U.S. Bankruptcy Court for the
District of Arizona that it did not consent to debtor Greathouse
Restaurants, LLC's use of cash collateral.
BNC National Bank relates that it asserts an interest in and to any
and all cash collateral arising out of its valid, perfected, first
priority lien and security interests in all equipment, fixtures,
inventory, accounts, instruments, chattel paper and general
intangibles of the Debtor located at 5020 West Baseline Road, Ste.
123, Laveen, Arizona, and previously located at 4747 East Bell
Road, Phoenix, Arizona.
BNC National Bank further relates that it also has a valid,
perfected, first priority lien and security interest in collateral
related to the Property collateral including but not limited to
accessions, replacements, additions, products, produce, rents,
monies, payments, proceeds, records and data.
BNC tells the Court that it does not consent to the use of its cash
collateral for any purpose and demands that all cash collateral be
turned over to it or sequestered subject to further order of the
Court. BNC National Bank further tells the Court that it will work
with the Debtor in good faith to determine whether BNC National
Bank and the Debtor can reach an agreement regarding the use of
cash collateral. BNC National Bank asserts that it does not
consent to the use of the cash collateral at this time.
A full-text copy of BNC National Bank's Notice, dated December 19,
2016, is available at
http://bankrupt.com/misc/GreathouseRestaurants2016_216bk14015bmw_13.pdf
BNC National Bank is represented by:
W. Scott Jenkins, Jr., Esq.
Alissa Brice Castañeda, Esq.
QUARLES & BRADY LLP
Renaissance One
Two North Central Avenue
Phoenix, AZ 85004-2391
About Greathouse Restaurants
Greathouse Restaurants, LLC, d/b/a Greathouse Sports Grill, filed a
chapter 11 petition (Bankr. D. Ariz. Case No. 16-14015) on Dec. 12,
2016. The petition was signed by Arthur D. Greathouse, managing
member. The Debtor is represented by Andrew M. Ellis, Esq., at
Andrew M. Ellis Law, PLLC. The case is assigned to Judge Brenda
Moody Whinery. The Debtor estimated assets at $0 to $50,000 and
liabilities at $1 million to $10 million at the time of the filing.
HARBORVIEW TOWERS COUNCIL: Can Use Cash Collateral Until June 30
----------------------------------------------------------------
Judge James F. Schneider of the U.S. Bankruptcy Court for the
District of Maryland authorized the Council of Unit Owners of the
100 Harborview Drive Condominium to use cash collateral through
June 30, 2017.
The Debtor owes Howard Bank $7,821,824, as of March 9, 2016. The
debt is secured by a perfected first priority security interest in
all of the Debtor’s assets including without limitation accounts,
general intangibles, chattel paper, Assessments, fixtures,
equipment and furniture, along with the proceeds of such assets.
The approved Budget for the year 2017, provides for total operating
expenses in the amount of $4,822,104.
Howard Bank was granted a first priority post-petition security
interest and lien in, to and against all assets of the Debtor which
are or have been acquired, generated or received by the Debtor
subsequent to the Petition Date. Howard Bank was also granted a
post-petition security interest in the DIP Accounts, and all funds
on deposit therein, subject to the terms of the Debtor’s account
agreement with the DIP Account Banks.
The Debtor was directed to maintain casualty insurance of the
collateral and to name Howard Bank as a loss payee on all insurance
policies insuring the collateral.
A further hearing on the Debtor's continued use of cash collateral
is scheduled on June 22, 2017 at 10:00 a.m. The deadline for the
filing of objections to the Debtor's continued use of cash
collateral is set on June 16, 2017 at 5:00 p.m.
A full-text copy of Order, dated Dec. 21, 2016, is available at
http://bankrupt.com/misc/HarborviewTowers2016_1613049_231.pdf
Howard Bank is represented by:
Michael D. Nord, Esq.
Lisa Bittle Tancredi, Esq.
Keith M. Lusby, Esq.
GEBHARDT & SMITH LLP
One South Street, Suite 2200
Baltimore, MD 21202
Telephone: (410) 385-5072
E-mail: mnord@gebsmith.com
ltancredi@gebsmith.com
klusby@gebsmith.com
About Council of Unit Owners of the
100 Harborview Drive Condominium
Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016.
The petition was signed by Dr. Reuben Mezrich, president. The
Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar,
Sweeney & Mulrenin, LLC. Judge James F. Schneider is assigned to
the case. The Debtor estimated assets and liabilities at $10
million to $50 million.
HEXION INC: Amends Credit Facility to Permit Notes Refinancing
--------------------------------------------------------------
Hexion Inc. entered into an amendment agreement, among Hexion LLC,
the Company, certain subsidiaries of the Company, the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent on Dec. 21, 2016. The Amendment Agreement amended
and restated the Company's amended and restated asset-based
revolving credit facility with modifications to, among other
things, permit the refinancing of the Company's 8.875% Senior
Secured Notes due 2018 with new first-priority senior secured
notes, new senior secured notes and/or other secured or unsecured
indebtedness.
In addition, under the ABL Facility, certain Lenders agreed to
provide extended revolving facility commitments in an aggregate
principal amount of approximately $350 million with a maturity date
of Dec. 5, 2021, subject to the completion of certain conditions,
including, among other things, the refinancing of a portion of the
Senior Secured Notes. Upon the effectiveness of the Extended ABL
Facility Commitments, the existing commitments will be terminated
and the size of the ABL Facility will be reduced from $400 million
to $350 million. The Dec. 5, 2021, maturity date of the Extended
ABL Facility Commitments is also subject to certain early maturity
triggers based on the maturity date and outstanding principal
amount of certain series of the Company's secured notes. There can
be no assurance that the Extended ABL Facility Commitments will
become effective on the terms currently contemplated, or at all.
Certain of the Lenders and their respective affiliates have in the
past engaged, and may in the future engage, in transactions with
and perform services, including commercial banking, financial
advisory and investment banking services, for the Company and its
affiliates in the ordinary course of business for which they have
received or will receive customary fees and expenses.
About Hexion Inc.
Hexion Inc., formerly known as Momentive Specialty Chemicals, Inc.,
headquartered in Columbus, Ohio, is a producer of thermoset resins
(epoxy, formaldehyde and acrylic). The Company is also a supplier
of specialty resins for inks and specialty coatings sold to a
diverse customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.
Hexion reported a net loss attributable to the Company of $40
million on $4.14 billion of net sales for the year ended Dec. 31,
2015, compared to a net loss attributable to the Company of $223
million on $5.13 billion of net sales for the year ended Dec. 31,
2014. As of Sept. 30, 2016, Hexion had $2.18 billion in total
assets, $4.59 billion in total liabilities and a total deficit of
$2.41 billion.
* * *
The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Momentive
Specialty by one notch to 'CCC+' from 'B-'. "The downgrade
follows MSC's significant use of cash in the first half of 2014 and
our expectation that lackluster cash flow from operations and
elevated capital spending will cause free operating cash flow to be
significantly negative in 2014 and 2015," said Standard & Poor's
credit analyst Cynthia Werneth.
As reported by the TCR on Dec. 15, 2014, Moody's Investors Service
lowered the Corporate Family Rating of Momentive to 'Caa1' from
'B3'. "Due to elevated leverage, heavy capital spending on new
capacity in 2014 and 2015, and the lack of meaningful improvement
in financial performance, Moody's have lowered Momentive
Specialty's rating," stated John Rogers, senior vice president at
Moody's.
ION GEOPHYSICAL: Has $20M "At-The-Market" Equity Offering Program
-----------------------------------------------------------------
ION Geophysical Corporation announced it has filed a prospectus
supplement under which it may sell up to $20,000,000 of its common
stock through an "at-the-market" equity offering program. ION
intends to use the net proceeds from sales under the ATM Program
for general corporate purposes. The timing of any sales will
depend on a variety of factors to be determined by ION.
The shares will be offered through Evercore ISI as a sales agent
and/or principal. Sales of common stock, if any, will be made from
time to time in negotiated transactions at market prices prevailing
at the time of a sale or at negotiated prices, or as otherwise
agreed with the sales agent, and, as a result, sale prices may
vary.
The Company has filed a prospectus supplement relating to the ATM
Program with the U.S. Securities and Exchange Commission to the
prospectus contained in its existing shelf registration statement
on Amendment No.1 to Form S-3 (file no. 333-213769) for the
offering of common stock described in this communication. Sales
under the ATM Program will be made pursuant to the prospectus and
prospectus supplement. "At-the-market" offerings, as defined in
Rule 415 under the Securities Act of 1933, as amended, include
sales made directly on or through the New York Stock Exchange, or
another market for ION's common stock, and sales made through a
market maker other than on an exchange.
About ION Geophysical
Headquartered in Delaware, ION Geophysical is a global,
technology-focused company that provides geoscience technology,
services and solutions to the global oil and gas industry. The
Company's offerings are designed to allow oil and gas exploration
and production companies to obtain higher resolution images of the
Earth's subsurface during E&P operations to reduce their risk in
exploration and reservoir development.
ION Geophysical reported a net loss of $25.15 million in 2015, a
net loss of $127.5 million in 2014 and a net loss of $246.51
million in 2013.
As of Sept. 30, 2016, Ion Geophysical had $359.7 million in total
assets, $299.2 million in total liabilities and $60.47 million in
total equity.
* * *
As reported by the TCR on Oct. 10, 2016, S&P Global Ratings raised
the corporate credit rating on ION Geophysical Corp. to 'CCC+' from
'SD'. The rating action follows ION's partial exchange of its
8.125% notes maturing in 2018 for new 9.125% second-lien notes
maturing in 2021.
In May 2016, Moody's Investors Service affirmed ION Geophysical's
'Caa2' Corporate Family Rating, and affirmed and appended its
Probability of Default Rating (PDR) at 'Caa2-PD/LD'.
JACK ROSS: Wants Feb. 20 Exclusive Plan Filing Period Extension
---------------------------------------------------------------
Jack Ross Industries, LLC -- dba Big Shot Indoor Range and as Jack
Ross Ammunition --asks the U.S. Bankruptcy Court for the District
of Nevada to extend its exclusive periods to file and obtain
confirmation of its Plan of Reorganization through February 20,
2017.
Without an extension, the Debtor's exclusive period to file a Plan
of Reorganization would have expired on December 22, 2016.
The Debtor explains it is working to stabilize its operations and
improve profitability. The Debtor further tells the Court that it
is proceeding diligently in its efforts, and believes it will be
able to formulate an acceptable plan of reorganization within the
extension of time requested herein. The Debtor contends that it
requires further time to prepare adequate information and formulate
a plan of reorganization.
About Jack Ross Industries, LLC
Jack Ross Industries, LLC, based in Reno, NV, filed a Chapter 11
petition (Bankr. Bankr. D. Nev. Case No. 16-51053) on August 24,
2016. The petition was signed by Christopher Parker, managing
member. The Debtor is represented by Alan R. Smith, Esq., at the
Law Offices of Alan R. Smith. The case is assigned to Judge Bruce
T. Beesley. The Debtor disclosed $168,100 in assets and $1.06
million in liabilities.
No official committee of unsecured creditors has been appointed in
the case.
JEFF BENFIELD: Has Until Jan. 24 to Use Cash Collateral
-------------------------------------------------------
J. Craig Whitley of the U.S. Bankruptcy Court for the Western
District of North Carolina authorized Jeff Benfield Nursery, Inc.,
to use cash collateral on an interim basis.
The Debtor is authorized to use cash collateral for ordinary and
necessary business expenses, beginning on Dec. 14, 2016 through the
date of the final hearing on Jan. 24, 2017 at 9:30 a.m.
The approved Budget provided for total operating expenses in the
amount of $399,620 for the month of December 2016, and $251,642 for
the month of January 2017.
The Debtor's Lenders are granted valid, attached, choate,
enforceable, perfected and continuing security interests in, and
liens upon all post-petition assets of the Debtor of the same
character and type, to the same extent and validity as the liens
and encumbrances of the Lenders attached to the Debtor's assets
pre-petition.
The Debtor is directed to provide a budget-to-actual cash usage
comparison report to the Lenders and the Bankruptcy Administrator
on or before Jan. 18, 2017.
A full-text copy of the Interim Order, dated Dec. 21, 2016, is
available at
http://bankrupt.com/misc/JeffBenfield2016_1640375_151.pdf
About Jeff Benfield Nursery, Inc.
Headquartered in Marion, North Carolina, Jeff Benfield Nursery,
Inc., operates a commercial wholesale nursery, growing trees,
shrubs, and similar agricultural products on approximately 1,000
acres in McDowell and Avery Counties. The Debtor, which was formed
in 1989, has 30 regular employees and additional seasonal workers.
Jeff Benfield Nursery, Inc. filed a chapter 11 petition (Bankr.
W.D.N.C. Case No. 16-40375) on Aug. 26, 2016. The petition was
signed by Jeffrey L. Benfield, president. The case is assigned to
Judge J. Craig Whitley. The Debtor is represented by Richard S.
Wright, Esq., at Moon Wright & Houston, PLLC. The Debtor estimated
assets at $10 million to $50 million and liabilities at $1 million
to $10 million at the time of the filing.
The Company previously sought bankruptcy protection in 2009 (Case
No. 09-40311), and its plan of reorganization was confirmed in an
order entered on June 10, 2010.
JUROMA PROPERTIES: Toz-Bel Proposes $100K Replacement Financing
---------------------------------------------------------------
Debtor Toz-Bel, LLC, asks the U.S. Bankruptcy Court for the
District of New Jersey to authorize its principals, Julio Maldonado
and Rosa Chacon, to obtain postpetition replacement financing.
Toz-Bel is a restaurant that serves Ecuadorian and Italian cuisine
since April 2010. Toz-Bel also holds a liquor license. Mr.
Maldonado is the managing member of Toz-Bel, and Ms. Chacon is a
member of Toz-Bel. Toz-Bel is located at 14 Belmont Avenue,
Belleville, New Jersey 07109. Toz-Bel has four employees including
Ms. Chacon.
On Dec. 13, 2016, the Court approved postpetition DIP Financing
between Julio Maldonado/Rosa Chacon and Inez Jacqueline Vazquez
Estrella (the "Inez Loan") for $100,000 ("DIP Financing"). The
$100,000 was to be utilized to fund the first tranche of a certain
settlement between the Debtors and secured creditor, Tozzo Belmont,
Inc.
("Tozzo-Belmont").
Unfortunately, through no fault of the Debtor, the Inez Loan could
not be
consummated. The settlement with Tozzo-Belmont required payment of
$100,000 by
Dec. 17, 2016. Since the Debtor's principals, Julio Maldonado and
Rosa Chacon (the
"Principals") and the Debtor were unable to obtain the Inez Loan,
they hastily obtained $100,000 in certified funds from the
Lenders (the "Replacement Loan"). The Lenders are friends and
family of the Principals.
The Debtor seeks an order authorizing nunc pro tunc approval of the
Replacement Loan on the same terms and conditions as the Inez Loan.
Specifically, the Debtor wants Mr. Maldonado and Ms. Chacon to
obtain a postpetition replacement loan from:
LENDER AMOUNT
------ ------
Luis Andrade $8,000
Fany J. Chacon $8,000
Hugo B. Bravo $8,500
Moca Transport Corp. $8,500
Jaime R. Chacon $8,500
Juan L. Maldonado $9,000
Olga Maldonado $9,500
Pacheco Construction Company Inc. $10,000
Maria L. Torres $10,000
Julio Torres $10,000
Luis G. Chacon Molina $10,000
The Debtor asks the Court to grant the Lenders a second mortgage
and security interest in and on real property owned by Debtor
Juroma Properties, located at 14 Belmont Avenue, Belleville, New
Jersey.
The Court had previously approved postpetition DIP Financing
between Julio Maldonado/Rosa Chacon and Inez Jacqueline Vazquez
Estrella for $100,000. The Debtor relates that the $100,000 was to
be utilized to fund the first tranche of a certain settlement
between the Debtors and secured creditor, Tozzo Belmont, Inc.
The Debtor tells the Court that through no fault of the Debtor, the
Inez Loan could not be consummated. The Debtor further tells the
Court that the settlement with Tozzo-Belmont required payment of
$100,000 by Dec. 17, 2016.
The Debtor contends that since Debtor's principals, Julio Maldonado
and Rosa Chacon and the Debtor were unable to obtain the Inez Loan,
they hastily obtained $100,000 in certified funds from the Lenders.
The Debtor further contends that the Lenders are friends and
family of the Principals.
The Replacement Loan, in the amount of $100,000, will be repaid
through the Plan of Reorganization, and in accordance with the
following terms, among others:
(1) any and all claims against Lenders or assets that secure
the Replacement Loan pursuant to 11 U.S.C. Section 506(c) will be
waived by the Debtor and the estate; and
(2) Lenders will be paid at zero percent interest through
operations or upon refinancing of the Property.
The Debtor relates that it has contacted and negotiated with
potential lenders for financing on an unsecured basis to no avail.
The Debtor further relates that it has made sufficient efforts to
obtain unsecured credit. The Debtor asserts that it is not seeking
to prime Tozzo-Belmont but simply replace Tozzo-Belmont with new
financing.
A full-text copy of the Debtor Toz-Bel, LLC's Verified Application,
dated Dec. 22, 2016, is available at
http://bankrupt.com/misc/JuromaProperties2016_1617985vfp_131_1.pdf
About Juroma Properties
Juroma Properties, LLC and its affiliated debtors filed chapter 11
petitions (Bankr. D.N.J. Lead Case No. 16-17985) on April 26, 2016.
The petitions were signed by Julio Maldonado, member. The Debtors
are represented by David L. Stevens, Esq., at Scura, Wigfield,
Heyer & Stevens. Juroma Properties, LLC estimated assets at $0 to
$50,000 and liabilities at $500,001 to $1 million at the time of
the filing.
LOPEK COMPANIES: Wants to Use BB&T, Comerica Cash Collateral
------------------------------------------------------------
Lopek Companies, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Dallas for authorization to use cash
collateral.
The Debtor is indebted to BB&T in the amount of approximately
$116,494, and Comerica Bank, in the amount of approximately
$72,000.
BB&T asserts that it is secured by a first priority lien on and
security interest in substantially all of the Debtor's personal
property. Comerica Bank asserts that it is secured by a second
priority lien on and security interest in substantially all of the
Debtor's personal property.
The Debtor tells the Court that in the normal course of business,
it uses cash on hand and cash flow from operations to fund working
capital, capital expenditures, fuel, materials, supplies, and other
general corporate purposes. The Debtor further tells the Court
that an inability to use the funds during the chapter 11 cases
would cripple its business operations.
The Debtor's proposed Budget provides for total expenses in the
amount of $86,435 for the period Dec. 19, 2016 to Dec. 30, 2016.
The Debtor proposes to grant its Secured Lenders additional and
replacement security interests and liens on the Debtor's personal
property, to the extent that the Secured Lenders may hold valid,
perfected and unavoidable security interests in the Prepetition
Collateral.
A full-text copy of the Debtor's Motion, dated Dec. 19, 2016, is
available at
http://bankrupt.com/misc/LopekCompanies2016_1634818sgj11_8.pdf
BB&T can be reached at:
BB&T
c/o Weltman, Wienber & Reis Co., LPA
323 W. Lakeside Avenue
Suite 200
Cleveland, OH 44113-1009
E-mail: sfink@weltman.com
jstallworth@weltman.com
Comerica Bank can be reached at:
COMERICA BANK
Attn: Jackie Florindi - Commercial Loan
39200 Six Mile Road, MC7578
Livonia, MI 48152
E-mail: igflorindi@comerica.com
About Lopek Companies
Lopek Companies, LLC, and HD Retail Repair LLC are in the business
of facilities maintenance for retail outlets. HDRR provides
facilities maintenance services to all Home Depot stores
nationwide. Lopek provides facilities maintenance services to
several local dealerships.
HD Retail and Lopek Companies filed Chapter 11 petitions (Bankr.
N.D. Tex. Case No. 16-34817 and 16-34818) on Dec. 16, 2016. The
petitions were signed by Kevin Loper, president. The cases are
assigned to Judge Stacey G. Jernigan. The Debtors have requested
joint administration of their Chapter 11 cases.
The Debtors are represented by Roberth Thomas DeMarco, Esq., at
DeMarco Mitchell, PLLC.
Lopek Companies estimated assets at $0 to $50,000 and liabilities
at $1 million to $10 million at the time of the filing.
MOSAIC MANAGEMENT: Has Until Jan. 31 to File Chapter 11 Plan
------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida extended Mosaic Management Group, Inc., Mosaic
Alternative Assets Ltd., and Paladin Settlements, Inc.'s exclusive
periods for filing a chapter 11 plan and soliciting acceptances to
the plan through January 31, 2017 and March 1, 2017, respectively.
The Debtors previously sought the extension of their plan filing
period to January 2, 2017, and their exclusive solicitation period
to February 1, 2017.
The Debtors related that since the Petition Date, the Debtors have
changed management and legal counsel, have been focusing on
stabilizing their businesses, have attempted to arrange post-
petition financing, and, most of all, have spent a substantial
amount of time and money preventing the Debtors' Policies from
lapsing.
The Debtors also related that the most significant unresolved
contingency which has precluded Debtors from completing a
negotiation of a plan of reorganization has been the Debtors'
ceaseless attempts to obtain a long-term, sustainable financing
facility to fund the Debtors as debtors-in-possession and the
Debtors' ongoing premium obligations.
The Debtors told the Court that they were working collaboratively
with the Committee, the U.S. Trustee, and numerous investor
representatives on all issues that have arisen in the chapter 11
cases, specifically, the Parties conducted two formal conferences
to consensually discuss reorganization strategy and post-petition
financing. Accordingly, the Debtors would also be filing a motion
for post-petition financing with a prospective lender that has the
support of the active parties-in-interest in these Chapter 11
cases, including the Committee and investor representatives.
The Debtors noted that they had recently filed amended schedules
and statements of financial affairs in each case. The Debtors said
that they had asked the Court to extend the bar dates to January
30, 2017 since the original claims bar date has expired on November
29, 2016. The Debtors asserted that having the additional time to
file a plan and disclosure statement would enable them to analyze
the claims as they are filed.
About Mosaic Management Group, Inc.
Mosaic Management Group, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Lead
Case No. 16-20833) on Aug. 4, 2016. The petitions were signed by
Charles Thomas Ryals, president and chief executive officer. Judge
Erik P. Kimball presides over the case. The Debtors were
represented by Leslie Gern Cloyd, Esq., at Berger Singerman LLP.
Mosaic Management Group, Inc. estimated assets at $0 to $50,000 and
liabilities at $50,000 to $100,000. Mosaic Alternative Assets Ltd.
estimated assets at $50 million to $100 million and liabilities at
$1 million to $10 million.
The Troubled Company Reporter, on Sept. 16, 2016 reported that the
Debtor hired Tripp Scott, P.A. as its legal counsel.
The Debtors employ Longevity Asset Advisors, LLC as consultant and
sales agent; GlassRatner Advisory & Capital Group, LLC, as their
financial advisors and accountants; and Erwin Legal PLC, as special
counsel.
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23
appointed four creditors of Mosaic Alternative Settlements, Inc.,
(MASI) to serve on the official committee of unsecured creditors.
The MASI committee hired Furr and Cohen, P.A. as its legal counsel,
and hire Genovese, Joblove & Battista, P.A., as special counsel.
The following creditors of Mosaic Alternative Assets, Ltd. were
appointed to serve on the Official Committee of Unsecured
Creditors: Michael I. Shields, Alvaro A. Teixeira Vargas, Reto A.
Brunschwiller, Angelo D. Gonzalez, and Theler AG.
MOSAIC MANAGEMENT: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases of Mosaic Management Group Inc.
and Paladin Settlements, Inc. as of Dec. 23, according to a court
docket.
About Mosaic Management Group
Mosaic Management Group, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Lead
Case No. 16-20833) on Aug. 4, 2016. The petitions were signed by
Charles Thomas Ryals, president and chief executive officer. Judge
Erik P. Kimball presides over the case. The Debtors were
represented by Leslie Gern Cloyd, Esq., at Berger Singerman LLP.
Mosaic Management Group, Inc. estimated assets at $0 to $50,000 and
liabilities at $50,000 to $100,000. Mosaic Alternative Assets Ltd.
estimated assets at $50 million to $100 million and liabilities at
$1 million to $10 million.
The Troubled Company Reporter, on Sept. 16, 2016 reported that the
Debtor hired Tripp Scott, P.A. as its legal counsel.
The Debtors employ Longevity Asset Advisors, LLC as consultant and
sales agent; GlassRatner Advisory & Capital Group, LLC, as their
financial advisors and accountants; and Erwin Legal PLC, as special
counsel.
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23
appointed four creditors of Mosaic Alternative Settlements, Inc.,
(MASI) to serve on the official committee of unsecured creditors.
The MASI committee hires Furr and Cohen, P.A. as its legal counsel,
and hire Genovese, Joblove & Battista, P.A., as special counsel.
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Dec. 8,
2016, appointed three creditors of Mosaic Alternative Assets, Ltd.,
(MAAL) to serve on the official committee of unsecured creditors.
The U.S. Trustee, on Dec. 14, appointed two more creditors to serve
on the committee of investor creditors in the Chapter 11 case of
MAAL.
OAKFABCO INC: Wants Plan Filing Period Extended to Feb. 7
---------------------------------------------------------
Oakfabco, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Illinois to extend its exclusive periods for filing a
chapter 11 plan and soliciting acceptances to the plan, through
February 7, 2017 and April 7, 2017, respectively.
The Debtor currently has until December 31, 2017 to file a chapter
11 plan, and until February 28, 2017, to solicit acceptances to the
plan.
The Debtor is the policyholder under various insurance policies
that provide coverage for Asbestos Claims. Among the issuers of
such insurance are:
(i) First State Insurance Company, New England Reinsurance
Company, and Twin City Fire Insurance Company, collectively known
as Hartford;
(ii) Affiliated FM Insurance Company; and
(iii) American Casualty Company, Continental Casualty Company
and Columbia Casualty Company, collectively known as CNA.
After years of covering the Debtor’s defense and indemnity costs
relating to the Asbestos Claims, the Settling Insurers advised the
Debtor prior to the Petition Date that coverage for defense costs
was or soon would be exhausted. Apart from insurance or insurance
settlement proceeds, the Debtor had no resources to defend any
Asbestos Claims. As a result, in consultation with its counsel,
the Debtor determined that it was in its best interests and those
of its asbestos-related creditors to monetize its remaining
insurance and commence its Chapter 11 Case to effect a fair and
efficient distribution to those creditors.
The Debtor conducted negotiations with the Settling Insurers prior
to filing its Chapter 11 Case. Those negotiations resulted in
three Insurance Settlement Agreements with the Settling Insurers
that, among other things, monetize the policies issued by the
Settling Insurers in the aggregate amount of $17,333,079.
The Debtor envisions a multi-step process to resolve existing
personal asbestos personal injury claims:
(a) On September 11, 2015, the Debtor filed three motions
seeking orders authorizing and approving the Insurance Settlement
Agreements.
(b) The Debtor intends to seek confirmation of a chapter 11
liquidating plan that will provide for the establishment of a
liquidating trust that will review, resolve, and if appropriate,
pay asbestos personal injury claims. Pursuant to the plan, the
liquidating trust will assume liability for all existing asbestos
personal injury claims and receive an assignment of assets, which
will include the Settlement Proceeds from the Insurance Settlement
Motions that are approved by the Court and the Debtor’s insurance
rights against non-settling insurers that may have obligations to
the Debtor.
(c) Following confirmation of the plan, the liqudating trust,
pursuant to certain trust distribution procedures to be
established, will use its newly-acquired assets to assess, resolve,
and if appropriate, pay asbestos personal injury claims in a fair
and efficient manner.
The Debtor relates that the Court had set the CNA Settlement Motion
for evidentiary hearing commencing on June 6, 2017. The Debtor
further relates that with respect to the Hartford Settlement
Motion, Hartford was directed to file a motion for partial summary
judgment on the issue of the maximum potential amount for which it
could be liable under its policies with the Debtor. The Debtor
adds that the motion has now been fully briefed and taken under
advisement.
The Debtor contends that it does not appear that the Court will
rule upon either of the CNA or Hartford Settlement Motions until
sometime in 2017.
The Debtor's Motion is scheduled for hearing on December 27, 2016
at 10:00 a.m.
About Oakfabco, Inc.
Oakfabco, Inc, formerly known as Kewanee Boiler Corporation, has
not manufactured boilers since 1988 when it sold its Kewanee boiler
business in an 11 U.S.C. Section 363 sale to Coppus Engineering
Corporation. In early 2009, it sold all of its remaining assets.
The Debtor has no employees, and, Frederick W. Stein is the
Debtor's sole officer and director. The Debtor's sole remaining
asset is its insurance, and it has no known liabilities other than
asbestos claims.
In January 1970, Kewanee Boiler Corp, then a newly-formed Illinois
Corporation, acquired the assets and debt of American Standard,
Inc.'s commercial boiler manufacturing division known as "Kewanee
Boiler." The boilers manufactured and sold by Kewanee Boiler were
insulated with asbestos.
Oakfabco sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
16-27062) on Aug. 7, 2015, to resolve its remaining asbestos
claims. The petition was signed by Frederick W. Stein, president.
Stephen T. Bobo, Esq., Aaron B. Chapin, Esq., Paul M. Singer, Esq.,
Luke A. Sizemore, Esq., and Joseph D. Filloy, Esq., at Reed Smith
LLP, serves as counsel to the Debtor.
The Debtor estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 11, appointed four members to the
Asbestos Claimants' Committee in the Chapter 11 bankruptcy case of
Oakfabco Inc.: Vince Holajn, William E. Gallet, Kristin Leigh Hart,
and Michael Batchelor. The Asbestos Claimants' Committee is
represented by Frances Gecker, Esq., at FrankGecker LLP.
The Debtor tapped Logan & Company, Inc. as its claims and noticing
agent, and Alan D. Lasko and Associates, P.C. as its tax
accountant.
The Asbestos Claimants' Committee retained Henry Booth and Colin
Gray to provide insurance professional services.
OPTIMA SPECIALTY: Seeks to Hire Garden City Group as Claims Agent
-----------------------------------------------------------------
Optima Specialty Steel Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Garden City Group, LLC
as claims and noticing agent.
The services to be provided by the firm include overseeing the
distribution of notices, and the processing and docketing of proofs
of claim filed in the Chapter 11 cases of Optima and its
affiliates.
The hourly rates charged by the firm are:
Administrative/Mailroom/Claims Control $45 - $55
Project Administrators $70 - $85
Project Supervisors $95 - $110
Graphic Support & Technology Staff $100 - $200
Project Managers/Senior Project Managers $125 - $175
Directors and Asst. Vice-Presidents $200 - $295
Vice-Presidents and above $295
Craig Johnson, assistant vice-president for operations at Garden
City, disclosed in a court filing that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Craig Johnson
Garden City Group, LLC
1985 Marcus Ave.
Lake Success, NY 11042
Phone: (800) 327-3664
About Optima Specialty Steel
Optima Specialty Steel, Inc. and its affiliates filed separate
Chapter 11 bankruptcy petitions on December 15, 2016: Optima
Specialty Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle
Corporation (Bankr. D. Del. 16-12790); The Corey Steel Company
(Bankr. D. Del. 16-12791); KES Acquisition Company (Bankr. D. Del.
16-12792); and Michigan Seamless Tube LLC (Bankr. D. Del.
16-12793). The petitions were signed by Mordechai Korf, chief
executive officer. At the time of filing, the Debtor had assets
and liabilities estimated at $100 million to $500 million each.
Optima Specialty Steel, Inc. and its affiliates are independent
manufacturers of specialty steel products. Their manufacturing
facilities are located in the United States, and each of the
compsnies' operating units have operated in the steel industry for
more than 50 years. At the time of the bankruptcy filing, the
Debtors collectively employ more than 900 people.
The Debtors are represented by Dennis A. Meloro, Esq., Greenberg
Traurig, LLP, Wilmington, DE. The Debtors tapped Ernst & Young
LLP as their accountant.
No request has been made for the appointment of a trustee or
examiner and the U.S. Trustee has not yet appointed an official
committee of unsecured creditors.
OTS CAPITAL: Court Allows Use of Touchmark National Bank Cash
-------------------------------------------------------------
Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized OTS Capital Partners, LLC
to use cash collateral from December 20, 2016 until the
confirmation of a plan or the mutual agreement of Touchmark
National Bank, the Debtor, and the United States Trustee.
Touchmark National Bank, which asserts a claim in the approximate
amount of $2,835,000, consented to the Debtor's use of cash
collateral.
The Debtor owns and operates a firearm store and practice range
located at 775 Highway 42 North, McDonough, Georgia. The Debtor
contends that its cash revenue generated from the Business may
constitute Touchmark National Bank's cash collateral.
Judge Craig acknowledged that an immediate need exists for the
Debtor to obtain use of the cash collateral to fund critical
business operations.
The approved Budget covers the months of November 2016 through
April 2017. The Budget provides for total payroll in the amount of
$159,600, total administrative expenses in the amount of $4,300,
total development expenses in the amount of $3,000, and total
facilities in the amount of $69,000.
The Debtor was directed to make monthly adequate protection
payments to Touchmark National Bank in the amount of $19,201,
beginning on December 30, 2016.
Touchmark National Bank was granted a valid and properly perfected
first priority security interest on all the Debtor's property
acquired after the Petition Date, of the same nature, kind or
character as Touchmark National Bank's pre-petition collateral.
A full-text copy of the Final Consent Order, dated December 21,
2016, is available at
http://bankrupt.com/misc/OTSCapital2016_1670357lrc_42.pdf
Touchmark National Bank is represented by:
Doug D. Ford, Esq.
QUIRK & QUIRK, LLC
300 Century Springs West
6000 Lake Forrest Drive, NW
Atlanta, GA 30328
Telephone: (770) 490-0626
About OTS Capital Partners, LLC
OTS Capital Partners, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 16-70357) on Nov. 11, 2016. The petition was signed
by Dan C. Fort, authorized representative. The Debtor is
represented by William A. Rountree, Esq., Macey, Wilensky &
Hennings, LLC. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities.
PAROLE BESTGATE: Wants to Use Elizon DB Transfer Agent Cash
-----------------------------------------------------------
Parole Bestgate LLC asks the U.S. Bankruptcy Court for the District
of Maryland for authorization to use cash collateral.
The Debtor owns and operates a commercial office building located
in Annapolis, Maryland and holds an interest in a related leasing
business.
Elizon DB Transfer Agent LLC asserts that the Debtor owes it
$6,946,849.49 as of October 15, 2016, plus accrued interest and
attorneys' fees. As security and collateral for the repayment of
the debt, the Debtor granted Elizon DB Transfer Agent a certain
payment guaranty which is secured by, among other things, an
Indemnity Deed of Trust, Assignments of Leases, Rents and
Contracts, Security Agreement and Fixture Filing, which generally
includes substantially all of the Debtor's assets.
The Debtor contends that it does not have any currently available
source of funds other than the cash collateral with which to
operate its business.
The Debtor tells the Court that it has negotiated a cash collateral
agreement with Elizon DB Transfer Agent, which permits the Debtor
to use cash collateral from December 1, 2016 through February 28,
2017.
The cash collateral agreement grants Elizon DB Transfer Agent:
(a) continuing liens and security interests in the
pre-petition collateral on the same terms and conditions provided
under the Pre-petition Agreements; and
(b) replacement liens and security interests in and against
all property that would have constituted prepetition collateral but
for the commencement of the cases generated or acquired on and
after the petition date; and
(c) certain post-petition liens.
A full-text copy of the Debtor's Motion, dated Dec. 21, 2016, is
available at
http://bankrupt.com/misc/ParoleBestgate2016_1611840_128.pdf
About Parole Bestgate LLC
Parole Bestgate LLC owns and operates a commercial office building
located in Annapolis, Maryland.
James Joseph Sokolis filed an involuntary Chapter 11 petition for
Parole Bestgate LLC (Bankr. D. Md. Case No. 16-11840) on Feb. 17,
2016. The case is assigned to Judge David E. Rice. On March 29,
2016, the Court entered an order for relief in the Chapter 11
case.
The Debtor is represented by Michael J. Lichtenstein, Esq. and
Megan A. Raker, Esq. at Shulman, Rogers, Gandal, Pordy & Ecker,
P.A. of Potomac, MD.
PASS BUSINESS: Hires Matthew Pepper as Counsel
----------------------------------------------
Pass Business Terminal, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Matthew L. Pepper, Attorney at Law as counsel to the Debtor.
Pass Business requires Pepper to:
a. assist the Debtor in analyzing, prosecuting claims against
the estate by third parties;
b. prepare and file such pleadings as are necessary to resolve
the estate's claims from third parties;
c. conduct appropriate examinations of witnesses, claimants
and other parties in interest in connection with such
litigation;
d. represent the Debtor in any adversary proceedings and other
proceedings before the Court and in any other judicial or
administrative proceeding in which the claims described
herein may be affected; and
e. perform any other legal services that may be appropriate in
connection with the prosecution of the litigation.
Pepper will be paid at the hourly rate of $175.
Pepper will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matthew L. Pepper, member of Matthew L. Pepper, Attorney at Law,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Pepper can be reached at:
Matthew L. Pepper, Esq.
MATTHEW L. PEPPER, ATTORNEY AT LAW
25211 Grogans Mill Road, Suite 450
The Woodlands, TX 77380
Tel: (281) 367-2266
Fax: (281) 292-6072
About Pass Business
Pass Business Terminal, LLC, filed a chapter 11 petition (Bankr.
S.D. Miss. Case No. 16-51767) on Oct. 11, 2016 disclosing under $1
million in both assets and liabilities. The petition was signed by
Roger L. Caplinger, owner. The Debtor is represented by Matthew
Louis Pepper, Esq., at Matthew Perry, Attorney at Law.
PASS BUSINESS: Seeks to Hire Matthew Pepper as Legal Counsel
------------------------------------------------------------
Pass Business Terminal, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Mississippi to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to hire Matthew Louis Pepper, Esq., to give
legal advice regarding its duties under the Bankruptcy Code,
analyze claims of creditors, conduct examinations, and provide
other legal services. He will be paid an hourly rate of $175.
Mr. Pepper is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
Mr. Pepper maintains an office at:
Matthew Louis Pepper, Esq.
25211 Grogans Mill Road, Suite 450
The Woodlands, TX 77380
Phone: (281) 367-2266
Fax: (281) 292-6072
About Pass Business Terminal
Pass Business Terminal, LLC, filed a chapter 11 petition (Bankr.
S.D. Miss. Case No. 16-51767) on Oct. 11, 2016. The petition was
signed by Roger L. Caplinger, owner. The Debtor is represented by
Matthew Louis Pepper, Esq., at Matthew Perry, Attorney at Law. The
Debtor estimated assets and liabilities at $500,001 to $1 million
at the time of the filing.
PEABODY ENERGY: Ch. 11 Exit Plan Reduces Debt By $6.6-Bil.
----------------------------------------------------------
Peabody Energy Corporation, et al., filed with the U.S. Bankruptcy
Court for the Eastern District of Missouri a joint plan of
reorganization and accompanying disclosure statement, which will
reduce the Debtors' debt burden by over $6.6 billion, a necessary
step for the Company's financial health given the volatile industry
in which the Company operates.
The Plan will provide creditors with recoveries, funded in large
part by a $1.5 billion first lien exit facility, subject to being
upsized as described herein, a $750 million rights offering
available to holders of Allowed Second Lien Notes Claims in Class 2
and Allowed General Unsecured Claims in Class 5B (General Unsecured
Claims against the Encumbered Guarantor Debtors) as of the Record
Date, and a $750 million direct investment by the Noteholder
Co-Proponents and certain additional creditors who become party to
the Rights Offering Backstop Commitment Agreement and the Private
Placement Agreement.
The First Lien Lender Co-Proponents have agreed that holders of
First Lien Lender Claims will backstop the Exit Facility to ensure
consummation of the Plan by agreeing to take up to $1.5 billion in
take-back paper, subject to certain restrictions, and on the
principal terms and conditions in the event the Debtors are unable
to raise a $1.5 billion Exit Facility prior to the Effective Date.
Similarly, the Ad Hoc Group of Second Lien Noteholders has agreed
that, in the Debtors' sole discretion, in partial satisfaction of
their Claims, the Second Lien Noteholders may receive $450 million
in cash, $450 million of first lien debt on the same terms as the
Exit Facility, or $450 million of new second lien notes on the
material terms and conditions set forth in the Plan.
Finally, the Noteholder Co-Proponents and other parties to the
Rights Offering Backstop Commitment Agreement have agreed to
backstop the $750 million Rights Offering and invest through the
$750 million Private Placement in order to ensure that the Debtors
raise the $1.5 billion that will be necessary to consummate the
Plan.
Holders of General Unsecured Claims are impaired and will be
treated as follows:
* Each holder of Class 5A (PEC), estimated to total $3.944
billion to $4.219 billion, will receive its Pro Rata share of $[3]
million plus any Additional PEC Cash.
* Each holder of Class 5B (Encumbered Guarantor Debtors),
estimated to total $3.960 billion to $4.160 billion, will receive
the holder's Pro Rata share of (1) the Pro Rata Split as of the
Effective Date of the Reorganized PEC Common Stock (which will be
(x) subject to the dilution from the LTIP Shares, the Preferred
Equity and the Penny Warrants and (y) issued after giving effect to
the issuance of the Rights Offering Shares, the issuance of any
Incremental Second Lien Shares, the issuance of any Premium Shares,
the issuance of any Rights Offering Disputed Claims Reserve Shares
and the reservation and deemed issuance of shares of Reorganized
PEC Common Stock for issuance upon the conversion of the Preferred
Equity); and (2) the Pro Rata Split as of the Record Date of the
Rights Offering Equity Rights; provided, however, that any holder
of a General Unsecured Claim against one of the Encumbered
Guarantor Debtors that is not Allowed as of the Record Date will
not participate in the Rights Offering, and instead, if and when
the holder's Claim becomes Allowed, will receive an amount of
Rights Offering Disputed Claims Reserve Shares with a value equal
to the holder's pro rata share of the Rights Offering Equity Rights
Value.
* Holder of Class 5C (Gold Fields Debtors), estimated to total
$3.929 billion to $5.289 billion, will receive each holder's Pro
Rata share of the Gold Fields Liquidating Trust Units.
* Holder of Class 5D (Gib 1), estimated to total $0, will
receive no recovery.
* Holder of Class 5E (Unencumbered Debtors), estimated to total
$16.5 million to $214.1 million, will receive Cash in the amount of
the holder's Allowed Claim, less any amounts attributable to late
fees, postpetition interest or penalties.
Pursuant to the PSA, the Restructuring must be implemented in
accordance with the following milestones:
* By no later than December 22, 2016, the Debtors were required
to file (a) the Plan; (b) the Disclosure Statement; (c) a motion
seeking approval of the Private Placement Agreement and the Rights
Offering Backstop Commitment Agreement; and (d) a motion seeking
approval of the Disclosure Statement that complies with section
1125 of the Bankruptcy Code;
* By no later than January 11, 2017, the Debtors are required to
file a motion seeking approval of a commitment letter or an
engagement letter with one or more reputable financial institutions
acceptable to the Debtors pursuant to which the Lead Arrangers
shall have provided commitments for the Exit Facility in a
principal amount of not less than $1.5 billion or agreed to use
commercially reasonable efforts to arrange for commitments for the
Exit Facility in a principal amount of not less than $1.5 billion;
* By no later than January 31, 2017, an order approving the
Private Placement Agreement and the Rights Offering Backstop
Commitment Agreement (including approval of the fees set forth
therein in connection with the Private Placement Agreement and the
Rights Offering Backstop Commitment Agreement as allowed
Administrative Expense Claims under section 503(b) of the
Bankruptcy Code shall have been entered by the Bankruptcy Court);
* By no later than January 31, 2017, an order approving the
Disclosure Statement and the commencement of solicitation for the
Plan shall have been entered by the Bankruptcy Court; and
* By no later than five (5) days after the date scheduled for
the Confirmation Hearing by the Bankruptcy Court in the Disclosure
Statement Order, the Confirmation Hearing shall have been
commenced;
* By no later than April 15, 2017, the Effective Date shall have
occurred.
The Debtors are the co-proponents of the Plan together with several
groups representing the Debtors' significant creditor
constituencies. The Creditor Co-Proponents consist of:
* Citibank, N.A., in its capacity as agent under that certain
revolving credit facility and that certain term loan facility
issued pursuant to that certain Amended and Restated Credit
Agreement, dated as of September 24, 2013, and certain lenders
under the First Lien Credit Agreement who are signatures of the
Plan Support Agreement, dated December 22, 2016;
* Contrarian Capital Management, L.L.C.; PointState Capital
Management, LP; Panning Capital Management, LP; and South Dakota
Investment Council; and
* Elliott Management Corporation; Discovery Capital Management;
and Aurelius Capital Management, LP.
In the aggregate, the Creditor Co-Proponents hold approximately:
(A) 30.75% in amount of First Lien Lender Claims;5 (B) 33.79% in
amount of the Second Lien Notes;6 and (C) 38.19% in amount of the
Unsecured Senior Notes.
The American Bankruptcy Institute, citing Tracy Rucinski of
Reuters, reported that lenders with $3.1 billion of secured debt
will receive a full recovery in the form of cash and debt. Under a
complex distribution scale, investors holding other forms of
secured and unsecured debt will receive below par in a mixture of
cash, debt or stock in the company when it emerges from bankruptcy,
Reuters pointed out.
"The plan charts Peabody's course forward and reflects an enormous
amount of work by the company and multiple creditor groups to
advance a proposal that has broad consensus, maximizes the value of
the enterprise and paves the way for a sustainable future," the
Reuters report cited Peabody Chief Executive Glenn Kellow as saying
in a statement.
The plan does not provide any recovery for shareholders, who are
likely to oppose it, the report said. Shareholders such as hedge
fund Mangrove Partners have argued that rising coal prices created
value for equity holders, who normally lose their investment in a
bankruptcy, the report added.
A hearing to consider approval of the Disclosure Statement will be
held on January 26, 2017, at 10:00 a.m., Central Time. Objections
are due January 20.
A full-text copy of the Disclosure Statement dated December 22,
2016, is available at
http://bankrupt.com/misc/mieb16-42529-1821.pdf
About Peabody Energy Corporation
Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company. As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia. The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine
in Australia. In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.
Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.
At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.
On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code. The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
(Bankr. E.D. Mo. Case No. 16-42529).
As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.
The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.
The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors. The Committee retained Morrison
& Foerster LLP as counsel, Spencer Fane LLP as local counsel,
Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel,
Blackacre LLC as its independent expert, and Berkeley Research
Group, LLC, as financial advisor.
PETTY FUNERAL: Hires Petty Funeral as Accountant
------------------------------------------------
Petty Funeral Homes, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Alabama to employ Ann C. Brooks,
CPA, PA as accountant to the Debtor.
Petty Funeral requires Petty Funeral to prepare income tax returns
and handle miscellaneous accounting matters.
Petty Funeral will be paid at these hourly rates:
Partners $150
Staff Accountants $75
Clerical Staff $25
Petty Funeral will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ann C. Brooks, member of Ann C. Brooks, CPA, PA, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Petty Funeral can be reached at:
Ann C. Brooks
ANN C. BROOKS, CPA, PA
9302 N Century Blvd.
Century, FL 32535
Tel: (850) 256-2999
About Petty Funeral
Petty Funeral Homes, LLC, filed a chapter 11 petition (Bankr. S.D.
Ala. Case No. 16-00454) on Feb. 16, 2016. The petition was signed
by Joe Max Petty, managing member. The case is assigned to Judge
Jerry Oldshue, Jr. The Debtor estimated assets of $500,000 to $1
million and debts of $1 million to $10 million. The Debtor is
represented by Irvin Grodsky, Esq.
The U.S. Bankruptcy Court for the Southern District of Alabama on
April 15, 2016, issued an order appointing three creditors of Petty
Funeral Homes, LLC to serve on the official committee of unsecured
creditors. The committee members are: (1) Gulf Coast Wilbert, (2)
Gulf Coast Signet, and (3) Joyce Petty, Representative.
PHOTO STENCIL: Hires Lathrop & Gage as Special Counsel
------------------------------------------------------
Photo Stencil, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Colorado to employ Lathrop & Gage LLP as
special counsel to the Debtor.
Photo Stencil requires Lathrop & Gage to assist and advise with
respect to the prosecution and defense of a patent application by
the Debtor..
Lathrop & Gage will be paid at these hourly rates:
Curtis A. Vock, Partner $580
Doug Link, Associate $245
Marie Delaney, Patent Agent $230
Janet Price, Paralegal $205
Lathrop & Gage holds an unsecured claim in the amount of
$10,837.50, which is comprised of fees in the amount of $8,575.50
and costs of $2,250. On June 16, 2016, Lathrop & Gage received a
payment from the Debtor of $5,700, which $3,581.50 was applied as
payment for intellectual property related legal services that
Lathrop & Gage provided pre-petition. The remaining $2,118.50 has
been retained by Lathrop & Gage as a retainer.
Lathrop & Gage will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Curtis A. Vock, member of Lathrop & Gage LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Lathrop & Gage can be reached at:
Curtis A. Vock, Esq.
LATHROP & GAGE LLP
4845 Pearl East Circle, Suite 201
Boulder, CO 80301
Tel: (720) 931-3000
Fax: (720) 931-3001
About Photo Stencil
Photo Stencil, LLC, filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 16-16897) on July 12, 2016. The petition was signed by
Eric Weissman, CEO. The Debtor is represented by Lee M. Kutner,
Esq., at Kutner Brinen, P.C. The case is assigned to Judge Michael
E. Romero. The Debtor estimated assets of $1 million to $10 million
and debts of $10 million to $50 million at the time of the filing.
PICO HOLDINGS: Modified Employee Compensation Plan Released
-----------------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses. PICO has $662 million in assets and $426 million
in shareholder equity. Central Square Management LLC and River Road
Asset Management LLC collectively own more than 11% of PICO. Other
activists at http://ReformPICONow.com/(RPN) have taken to the
Internet to advance the shareholder cause.
PICO Holdings has released details of its New Compensation Plan.
The New Comp Plan employs a Bonus Pool calculation that is roughly
similar to the Legacy Comp Plan with three differences:
gross invested capital will now be netted from the sales
proceeds,
30% of the Bonus will be awarded in Restricted Stock Units,
and
12% of the Bonus Pool will go to PICO manager designates.
Under the Legacy Comp Plan, CEO Max Webb and CFO John Perri were to
receive 5% of the Net Gain based on carrying value. Under the New
Comp Plan, they will receive 8.75% of the Net Gain, based on gross
invested capital.
The bloggers state, "The New Comp Plan's inclusion of gross
invested capital looks better. It might benefit shareholders. Or it
might benefit CEO Max Webb, CFO John Perri and their manager
designees. PICO owners may have been better off if the Legacy Comp
Plan remained intact.
When assets that have been subject to large impairments are sold
for significant premiums, Messrs. Webb and Perri get less, because
gross invested capital acts as a high water mark. But when
unimpaired or slightly impaired assets are sold for large premiums,
Messrs. Webb and Perri will receive a windfall under the New Comp
Plan."
The bloggers remind readers that former CEO John "The Juicer" Hart
said that under the Legacy Comp Plan, which captured 20% of Net
Gain, Executives could receive $20 million in Bonus. Messrs. Webb
and Perri would have received $5 million of that amount.
"Under the New Comp Plan, using Juicer's $20 million estimate,
Messrs. Webb, Perri and their manager designates would receive
almost $9 million in Bonus -- or 80% more than under the Legacy
Comp Plan.
Messrs. Webb and Perri each earn about half a million dollars
yearly, when benefits are included. If the Net Gain evolves as
Juicer speculated:
Mr. Webb could receive $7 million over the next four years, or
$1.7 million per year ($6,730 per workday); and
Mr. Perri could receive $5 million over the next four years, or
$1.2 million per year ($4,800 per workday).
This brings us to a harsh question: are shareholders better off
terminating Messrs. Webb and Perri? It would cost PICO $2 million
to terminate both men today, plus another $1 million for
replacements. Juicer estimates Messrs. Webb and Perri could receive
around $12 million in compensation and bonus over the next 4
years.
Are Messrs. Webb and Perri worth $9 - $10 million to PICO
shareholders?"
The New Comp Agreement does not improve base compensation from the
perspective of shareholders. That both Messrs. Webb and Perri will
maintain their previous compensation gets no golf clap from us --
both men were handsomely compensated given PICO's market cap, the
nature of its assets, the performance of its stock and its
ever-shrinking and simplifying future.
Over the last six years, while PICO owners have suffered losses of
around 70%, Mr. Webb has received $5,815,828 in total compensation
-- an average of $969,667 annually. Mr. Perri has received
$3,680,604 in total compensation -- an average of $613,434
annually. While PICO owners have been punched at every turn, these
men have been luxuriously compensated.
PICO will shrink and simplify in the future. The New Comp Agreement
does not correlate compensation with asset balance or asset mix. As
these men steward a smaller, simpler asset base with a contracting
market capitalization, they will each be paid, when benefits are
included, over a half-million dollars annually."
The bloggers are most displeased by the lack of chronological
incentive in the New Comp Plan. "Under the New Comp Plan, there is
no time value to money. There is little in the New Comp Plan that
encourages Executives or Directors to expedite asset sales. The
RSUs don't provide shares for 3 years, so Messrs. Webb and Perri
are incentivized to start that clock ticking. But this is small
beer compared to half a million dollars in annual compensation.
We are surprised at this omission. It violates Finance 101. It goes
against demands made in numerous 13-D filings. It ignores wishes
expressed on earnings calls and at the 2016 Annual Meeting. It
disregards over one year of RPN publications. Why the Board has
defied shareholders on this matter is unknown. More on this at the
end of today's post."
The bloggers rhetorically ask, "Where Are The PICO Shareholders'
Yachts?
On an absolute basis, the New Comp Plan is not 'good' for PICO
shareholders. If presented in the average American Boardroom, it
would be thrown in the trash faster than you can say 'Harquahala
Valley.' We believe that Messrs. Webb and Perri are
over-compensated, both via base comp and the Bonus Plan. We think a
million dollars a year for two guys to liquidate a water portfolio
is high. In the not-too-distant future, once UCP is sold and a big
water property is sold, Messrs. Webb and Perri will run a
micro-water enterprise and they will be earning the same collective
million dollars a year. To us, this is not economically rational.
We view the lack of a time value of money mechanism to be the New
Comp Plan's biggest weakness. There are certain aspects of the RSUs
that encourage expeditious progress, but they are incremental. We
hoped for something far stronger.
As one PICO observer stated: "If the Board intended to
expeditiously monetize assets and return capital to shareholders,
why didn't it include a time value of money component?"
It is a fair question.
In less than 3 weeks, the window for 2017 Director Nominations
opens. We will see how other shareowners feel about the New Comp
Plan. There are inarguable improvements, but there remains the
potential for less than full maximization of value at PICO. Time
will tell."
PIONEER HEALTH: Seeks to Hire MRXE Capital as Real Estate Broker
----------------------------------------------------------------
Pioneer Health Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to hire a
real estate broker.
Pioneer Health proposes to hire MRXE Capital Markets in connection
with the sale of a real property located at 167 Moore Road, Kind,
North Carolina.
In the event of a sale of the property, MRXE will receive a
commission on the date the title of the property is transferred, or
if certain conditions are satisfied, on the date the closing is
scheduled to occur:
(1) 3% of the purchase price if below par
(2) 4% of the purchase price if sold for par
(3) 5% of the purchase price if sold over par
"Par" means the amount Pioneer Health's lender is owed and is
stated to be $1.9 million, according to court filings.
Michael Bennett of MRXE disclosed in a court filing that his firm
does not represent any interest adverse to Pioneer Health and its
affiliates.
The firm can be reached through:
Michael Bennett
MRXE Capital Markets
220 N. Green St
Chicago, IL 60607
Phone: 312.882.2200
Email: michael@mrxecm.com
About Pioneer Health Services
Pioneer Health Services, Inc., and its debtor-affiliates, including
Medicomp Inc., filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016.
Pioneer Health Services of Early County, LLC, filed a Chapter 11
case on April 8, 2016. The cases are administratively consolidated.
The petitions were signed by Joseph S. McNulty III, president.
The Debtors provide healthcare services to rural communities, and
own and manage rural critical access hospitals.
Judge Hon. Neil P. Olack presides over the Debtors' cases.
The Law Offices of Craig M. Geno PLLC serves as the Debtors'
counsel, Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., to act as
special counsel.
Pioneer Health Services estimated $10 million to $50 million in
both assets and liabilities.
Henry Hobbs, Jr., acting U.S. trustee for Region 5, on April 19
appointed three creditors of Pioneer Health Services, Inc. to serve
on the official committee of unsecured creditors. The committee
hired Arnall Golden Gregory LLP as counsel, and GlassRatner
Advisory & Capital Group LLC as financial advisor.
RAHMANIA PROPERTIES: Seeks Feb. 28 Plan Filing Period Extension
---------------------------------------------------------------
Rahmania Properties LLC asks the U.S. Bankruptcy Court for the
Eastern District of New York to extend its exclusive periods for
filing a plan of reorganization and soliciting acceptances to the
plan through February 28, 2017 and April 28, 2017.
Absent an extension, the Debtor's exclusive plan filing period
would have expired on December 21, 2016. The Debtor's exclusive
solicitation period is set to expire on February 20, 2017.
The Debtor tells the Court that it should be granted the requested
extensions so that it will have sufficient time to formulate, file,
and confirm a plan of reorganization.
The Debtor relates that it has made significant progress towards
reorganization. It further relates that one of the Debtor’s
main goals was to resolve all issues with its lender 74th Street
Funding, Inc. The Debtor and 74th Street Funding were able to
transition from an interim cash collateral stipulation to a final
cash collateral stipulation which was entered on September 26,
2016. The Debtor continues to operate pursuant to the final cash
collateral stipulation.
The Debtor contends that it has resolved all issues with respect to
the claim of 74th Street Funding, and that they were able to come
to a consensual resolution of 74th Street Funding’s claim against
the Debtor without further litigation. The Debtor further contends
that 74th Street’s claim was fixed in the amount of $3,600,000 as
of August 31, 2016 with the Debtor making adequate protection
payments in the amount of $22,500. The Debtor added that the
stipulation also requires that 74th Street Funding’s claim be
paid by September 30, 2017. The stipulation memorializing the
settlement was entered on October 18, 2016.
The Debtor tells the Court that upon resolution of its claims with
74th Street, the Debtor is now primarily focused on seeking a
resolution of the litigation pending against the Debtor by Mohammed
M. Rahman, also known as M. Rahman, with respect to an alleged 50%
ownership interest in the Debtor. To that end, counsel to the
Debtor and counsel to M. Rahman have met in person to discuss the
parameters of a potential settlement. Pending an exchange of
additional documents and information, the Debtor's counsel hopes to
continue discussions with M. Rahman’s counsel to hopefully obtain
a consensual settlement of all claims between the parties. The
Debtor believes that this is the last hurdle towards the Debtor's
filing of a plan.
About Rahmania Properties LLC
Rahmania Properties LLC, owns and operates a mixed-use property
located at 40-32/34/36 74th Street, Queens, New York. Rahmania
Properties filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
15-43971) on August 28, 2015. The petition was signed by Mohammed
A. Rahman, president. Judge Elizabeth S. Stong presides over the
case. The Debtor is represented by Arnold Mitchell Greene, Esq.,
at Robinson Brog Leinwand Greene Genovese & Gluck P.C. The Debtor
disclosed $6.8 million in assets and $3.3 million in liabilities.
RESHETAR REALTY: Seeks to Hire Douglas E. Estep as Accountant
-------------------------------------------------------------
Reshetar Realty, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to hire an accountant.
The Debtor proposes to hire Douglas E. Estep, P.A. to prepare tax
returns, review its books and records, report on any potential
avoidance actions, and provide other accounting services.
The firm will be paid an hourly rate of $150.
Douglas Estep disclosed in a court filing that his firm does not
hold any interest adverse to the Debtor or its bankruptcy estate.
The firm can be reached through:
Douglas E. Estep
Douglas E. Estep, P.A.
193 Christiana Road
New Castle, DE 19720
Phone: (302) 322-4621
About Reshetar Realty
Reshetar Realty, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 16-17899) on November 10, 2016. Edmond
M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP serves
as bankruptcy counsel.
The Debtor says assets and liabilities are both below $1 million.
ROMEO'S PIZZA: Hires Siegel & Siegel as Accountant
--------------------------------------------------
Romeo's Pizza Express, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Siegel & Siegel, LLC as accountant to the Debtor.
Romeo's Pizza requires Siegel & Siegel to:
a. prepare and review of monthly financial statements;
b. quickbooks review, reconciliation, approval and
maintenance;
c. update of monthly bank statements and online downloads;
d. review, analysis, & entry of payroll reports, analyze all
general ledger accounts, preparation and review of monthly
financial statements;
e. analyse and reconcile of bank accounts & merchant accounts
for the month;
f. analyse of monthly collections and deposits;
g. monitor and analyse of weekly cash flow requirements;
h. implement, monitor and analyse of Food & Beverage Cost
systems;
i. implement inventory controls and inventory
monitoring/review;
j. monthly preparation and filing of sales tax return; and
k. quarterly payroll tax return reconciliation and other
miscellaneous accounting services.
Siegel & Siegel will be paid a flat fee of $300 per week.
Siegel & Siegel will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael Siegel, member of Siegel & Siegel, LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Siegel & Siegel can be reached at:
Michael Siegel
SIEGEL & SIEGEL, LLC
1 Pennsylvania Plaza, Suite 2414
New York, NY 10110
Tel: (212) 721-5300
About Romeo's Pizza Express
Romeo's Pizza Express, Inc., filed a chapter 11 petition (Bankr.
S.D. Fla. Case No. 16-24817) on Nov. 1, 2016. The petition was
signed by Antonio Manglaviti, president and managing partner. The
Debtor is represented by Malinda L. Hayes, Esq., at Markarian Frank
White-Boyd & Hayes. The Debtor estimated assets and liabilities at
$500,001 to $1 million at the time of the filing.
SCOTT A. BERGER: Has Until Jan. 11 to Use Cash Collateral
---------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Scott A. Berger, M.D., P.A. to use
cash collateral on an interim basis until Jan. 11, 2017.
The Debtor's secured creditor is granted a postpetition security
interest and lien, of the same validity, extent and priority as the
secured creditor's prepetition security interests in the secured
creditor's prepetition collateral and to all proceeds from the
disposition of any of the cash collateral, and any and all of its
goods, property, assets and interests in property in which the
secured creditor held a lien or security interest prior to the
petition date, and their proceeds.
The adequate protection provided to creditors will be subject and
subordinate to the fees due to the Court or the United States
Trustee.
A status conference on the Debtor's Motion is scheduled on Jan. 11,
2017 at 2:00 p.m.
A full-text copy of the Interim Order, dated Dec. 21, 2016, is
available at
http://bankrupt.com/misc/ScottABerger2016_1619155epk_95.pdf
About Scott A. Berger, M.D., P.A.
Scott A. Berger, M.D., PA, a/k/a Pain Management Consultants of
South Florida, a/k/a Pain Management Consultants of West Boca,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 16-19155) on June 29, 2016. The petition was signed by Scott
A. Berger, MD, director. The Debtor is represented by Tarek K.
Kiem, Esq., at Rappaport Osborne Rappaport & Kiem, PL. The case is
assigned to Judge Erik P. Kimball. The Debtor estimated assets at
$100,000 to $500,000 and debt at $1 million to $10 million at the
time of the filing.
SEANERGY MARITIME: Jelco Delta Reports 70.6% Stake as of Dec. 21
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Jelco Delta Holding Corp. disclosed that as of
Dec. 21, 2016, it beneficially owns 43,649,230 shares of common
stock of Seanergy Maritime Holdings Corp. representing 70.6 percent
of the shares outstanding. Comet Shipholding Inc. also reported
beneficial ownership of 853,434 common shares and Claudia Restis
reported beneficial ownership of 44,502,664 common shares.
A full-text copy of the regulatory filing is available at:
https://is.gd/aMxFE3
About Seanergy
Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities. The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels. Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.
For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Seanergy had US$203.60 million in total
assets, US$184.45 million in total liabilities and US$19.15
million in stockholders' equity.
Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company reports a working capital deficit
and estimates that it may not be able to generate sufficient cash
flow to meet its obligations and sustain its continuing operations
for a reasonable period of time, that in turn raise substantial
doubt about the Company's ability to continue as a going concern.
SEATRUCK INC: Hires Fowler Burnett as Counsel
---------------------------------------------
Seatruck, Inc., seeks authority from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Fowler Burnett, P.A. as
counsel to the Debtor.
Seatruck, Inc. requires Fowler Burnett to:
a. provide advice to the Debtor with respect to its powers and
duties as a debtor-in-possession and the continued
management of its financial affairs;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and the rules of the Court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings and other legal documents as may be necessary
in the administration of the case;
d. represent the Debtor in negotiation with its creditors in
the preparation and confirmation of a plan of
reorganization; and
e. protect the interests of the Debtor in all matters
reasonably pending before the Court.
Fowler Burnett will be paid at these hourly rates:
Eric A. Rosen $450
Joshua Kligler $225
Paralegals $150
Fowler Burnett will be paid a retainer in the amount of $35,000.
Fowler Burnett will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric A. Rosen, member of Fowler Burnett, P.A., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Fowler Burnett can be reached at:
Eric A. Rosen, Esq.
FOWLER BURNETT, P.A.
515 N. Flagler Drive, Suite 2100
West Palm, FL 33401
Tel: (561) 802-9044
About Seatruck, Inc.
SeaTruck, Inc., filed a chapter 11 petition (Bankr. S.D. Fla. Case
No. 16-26397) on Dec. 9, 2016. The petition was signed by Jared
Schatz, president. The case is assigned to Judge Raymond B. Ray.
The Debtor disclosed total assets at $2.17 million and total
liabilities at $3.75 million. The Debtor is represented by Eric A.
Rosen, Esq., at Fowler White Burnett, P.A.
SHORELINE ENERGY: Creditors' Panel Hires Royston as Local Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Shoreline Energy
LLC, et al., seeks authorization from the U.S. Bankruptcy Court for
the Southern District of Texas to retain Royston Rayzor Vickery &
Williams, LLP as local counsel to the Committee.
The Committee requires Royston to:
(a) advise the Committee of its rights, duties, and powers in
the Chapter 11 Cases;
(b) assist, advise, and represent the Committee in its
consultation with the Debtors relative to the
administration of the Chapter 11 Cases;
(c) assist, advise, and represent the Committee in
investigating and analyzing the Debtors' assets and
liabilities, investigating the extent and validity of
liens and participating in and reviewing any proposed
asset sales or dispositions;
(d) attend meetings and negotiate with the representatives of
the Debtors and secured creditors and other parties in
interest;
(e) assist and advise the Committee in its examination,
investigation, and analysis of the conduct of the Debtors'
affairs;
(f) assist the Committee in the review, analysis, and
negotiation of any plan of reorganization or liquidation
that may be filed and to assist the Committee in the
review, analysis, and negotiation of the disclosure
statement accompanying any plan of reorganization or
liquidation;
(g) assist the Committee in the review, analysis, and
negotiation of any financing or funding agreements;
(h) take all necessary actions to protect and preserve the
interests of unsecured creditors, including, without
limitation, the prosecution of actions on behalf of the
Committee, negotiations concerning all litigation in which
the Debtors are involved, and review and analysis of all
claims filed against the Debtors' estates;
(i) generally prepare on behalf of the Committee all necessary
motions, applications, answers, orders, reports, and
papers in support of positions taken by the Committee;
(j) appear, as appropriate, before this Court, the Appellate
Courts, and other courts in which matters may be heard and
to protect the interests of the Committee before said
Courts and the United States Trustee;
(k) perform such other legal services as may be required or
deemed to be in the interests of the Committee; and
(l) perform all other necessary legal services in these
Chapter 11 Cases.
Royston will be paid at these hourly rates:
Partners $350
Of Counsel $350
Associates $250
Paraprofessionals $150
Royston will be subject to a fee cap of $15,000.
Royston will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin P. Walters, member of Royston Rayzor Vickery & Williams, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
are not creditors, equity security holders or insiders of the
Debtor; (b) have not been, within two years before the date of the
filing of the Debtor's chapter 11 petition, directors, officers or
employees of the Debtor; and (c) do not have an interest materially
adverse to the interest of the estate or of any class of creditors
or equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.
Royston can be reached at:
Kevin P. Walters, Esq.
ROYSTON RAYZOR VICKERY & WILLIAMS, LLP
1600 Smith Street, Suite 5000
Houston, TX 77002
Tel: (713) 224-8380
About Shoreline Energy
Headquartered in Houston, Texas, oil and gas exploration and
production company Shoreline Energy LLC and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 16-35571) on November 2, 2016. The petitions
were signed by Randy E. Wheeler, vice-president and secretary.
Judge David R. Jones presides over the case. Jones Day serves as
counsel to the Debtors. Imperial Capital, LLC, is the Debtors'
investment banker. Prime Clerk LLC is the Debtors' claims and
noticing agent.
The Debtors estimated assets and liabilities at between $100
million and $500 million each.
The Office of the U.S. Trustee appointed three creditors to serve
on the official committee of unsecured creditors. The Committee
hires Royston Rayzor Vickery & Williams, LLP as local counsel.
SK DENTAL: Hires Simbro & Stanley as Counsel
--------------------------------------------
SK Dental, LLC, seeks authority from the U.S. Bankruptcy Court for
the District of Arizona to employ Simbro & Stanley, PLC as counsel
to the Debtor.
SK Dental requires Simbro & Stanley to:
a. file a Chapter 11 reorganization and evaluate the Debtor's
financial condition;
b. review worksheets;
c. prepare schedules and petition for filing the Chapter 11
proceeding;
d. represent the Debtor in any related administrative
proceedings;
e. represent the Debtor in the removal or filing of adversary
proceedings and any contested matters;
f. prepare and present the Debtor's plan of reorganization.
Simbro & Stanley will be paid at these hourly rates:
Attorneys $500
Legal Assistant $150
Simbro & Stanley will be paid a retainer in the amount of $25,000.
Simbro & Stanley will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Edwin B. Stanley, member of Simbro & Stanley, PLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Simbro & Stanley can be reached at:
Edwin B. Stanley, Esq.
SIMBRO & STANLEY, PLC
8767 East Via de Commercio, Suite 107
Scottsdale, AZ 85258-3374
About SK Dental
SK Dental, LLC based in Goodyear, AZ, filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 16-14057) on December 14, 2016. The Hon.
Eddward P. Ballinger Jr. presides over the case. Edwin B. Stanley,
at Simbro & Stanley, PLC, to serve as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Karun Gaba,
managing member.
SMARTMALLOW FARMS: Hires Callaghan as Special Counsel
-----------------------------------------------------
Smartmallow Farms, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Alabama to employ the Law Office
of Christopher A. Callaghan, LLC as special counsel to the Debtor.
Smartmallow Farms requires Callaghan to represent the Debtor in the
pending lawsuit in the Circuit Court of Baldwin County, Alabama
syled Smartmallow Farms, LLC vs. Rudy Koch and Carle Koch, Case
Number 05-CV-2015-900819.
Callaghan will be paid at the hourly rate of $250.
Callaghan will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Christopher A. Callaghan, member of the Law Office of Christopher
A. Callaghan, LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Callaghan can be reached at:
Christopher A. Callaghan, Esq.
LAW OFFICE OF CHRISTOPHER A. CALLAGHAN, LLC
2033 W 1st St, Suite 3
Gulf Shores, AL 36542
Tel: (251) 285-3425
About Smartmallow Farms
Smartmallow Farms, LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D. AL. Case No. 16-02735) on August 12, 2016. Irvin
Grodsky, P.C. represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Timothy
Hogan, managing member.
SOMERSET THOR: Hires Zimmel Associates as Realtor
-------------------------------------------------
Somerset Thor Building Realty Holding, L.P., seeks authority from
the U.S. Bankruptcy Court for the District of New Jersey to employ
Zimmel Associates as realtor to the Debtor.
Somerset Thor requires Zimmel Associates to auction and appraise
the Debtor's real property known as 3 lots , 3421 Route 22, located
at Branchburg, NJ, 2 lots vacant, 1 lot contains 64,000 sq. ft.,
and office building.
Zimmel Associates will be paid a commission of 3% of the sale
price.
David Zimmel, member of Zimmel Associates, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Zimmel Associates can be reached at:
David Zimmel
ZIMMEL ASSOCIATES
1090 King Georges Post Road
Edison, NJ 08837
About Somerset Thor
Somerset Thor Building Realty Holdings, LP, based in Morristown,
NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-12660)
on February 11, 2013. The Novalyn L. Winfield presides over the
case. Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, PA, to
serve as bankruptcy counsel.
In its petition, the Debtor estimated $1,000,001 to $10,000,000 in
both assets and liabilities. The petition was signed by Lawrence S.
Berger, president of general partner and authorized agent.
STONE ENERGY: Hires Epiq as Claims and Noticing Agent
-----------------------------------------------------
Stone Energy Corporation, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Epiq
Bankruptcy Solutions, LLC as claims, noticing, solicitation and
administrative agent to the Debtor.
Stone Energy requires Epiq to:
(a) prepare and serve required notices and documents in the
Chapter 11 Cases in accordance with the Bankruptcy Code,
the Bankruptcy Rules, and the Bankruptcy Local Rules in
the form and manner directed by the Debtors and the
Court, including, if applicable, (i) notice of the
commencement of the Chapter 11 Cases and the initial
meeting of creditors (if any) under section 341(a) of the
Bankruptcy Code, (ii) notice of any claims bar date, (iii)
notices of transfers of claims, notices of objections to
claims and objections to transfers of claims, (iv) notices
of any hearings on a disclosure statement and confirmation
of the Debtors' chapter 11 plan, including under
Bankruptcy Rule 3017(d), (v) notice of the effective date
of any chapter 11 plan, and (vi) all other notices,
orders, pleadings, publications, and other documents as
the Debtors and the Court may deem necessary or
appropriate for an orderly administration of these Chapter
11 Case;
(b) prepare and file or cause to be filed with the Clerk an
affidavit or certificate of service for all notices,
motions, orders, other pleadings, or documents served
within seven (7) business days of service that includes
(i) either a copy of the notice served or the docket
number(s) and title(s) of the pleading(s) served, (ii) a
list of persons to whom it was mailed (in alphabetical
order) with their addresses, (iii) the manner of service,
and (iv) the date served;
(c) assist the Debtors with administrative tasks in the
preparation of their bankruptcy Schedules of Assets and
Liabilities ("Schedules") and Statements of Financial
Affairs ("Statements"), if such Schedules and Statements
are required by the Court, including (as needed): (i)
coordinating with the Debtors and its advisors regarding
the Schedules and Statements process, requirements,
timelines and deliverables; (ii) creating and maintaining
databases for maintenance and formatting of Schedules and
Statements data; (iii) coordinating collection of data
from the Debtors and their advisors; and (iv) providing
data entry and quality assurance assistance regarding
Schedules and Statements;
(d) assist the Debtors in managing the claims reconciliation
and objection process;
(e) maintain (i) a list of all potential creditors, equity
holders, and other parties in interest, and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002 and those parties that have filed a
notice of appearance pursuant to Bankruptcy Rule 9010;
(f) if a claims bar date is established, furnishing a notice
to all potential creditors of the last date for filing
proofs of claim and a form for filing a proof of claim,
after such notice and form are approved by the Court, and
notifying potential creditors of the existence, amount,
and classification of their respective claims as set forth
in the Schedules , which may be effected by inclusion of
such information (or the lack thereof, in cases where the
Schedules indicate no debt due to the subject party) on a
customized proof of claim form provided to potential
creditors;
(g) maintain a post office box or address for the purpose of
Receiving claims and returned mail, and processing all
mail received;
(h) process all proofs of claim received, including those
received by the Clerk's office, and checking said
processing for accuracy, and maintaining the original
proofs of claim in a secure area;
(i) maintain the official claims registers for the Debtors
(the "Claims Registers") on behalf of the Clerk and upon
the Clerk's request, providing the Clerk with certified,
duplicate unofficial Claims Registers; and specifying in
each of the Claims Registers the following information for
each claim docketed: (i) the claim number assigned; (ii)
the date received; (iii) the name and address of the
claimant and agent, if applicable, who filed the claim;
(iv) the amount asserted; (v) the asserted
classification(s) of the claim (e.g., secured, unsecured,
priority, etc.) and (vi) any disposition of the claim;
(j) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
(k) record all transfers of claims and providing any notices
of such transfers as required by Bankruptcy Rule 3001(e);
(l) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Epiq, not
less than weekly;
(m) upon completion of the docketing process for all claims
received to date for each case, turning over to the Clerk
copies of the Claims Registers for the Clerk's review
(upon the Clerk's request);
(n) monitor the Court's docket for all notices of appearance,
Address changes, and claims-related pleadings and orders
filed, and making necessary notations on and changes to
the Claims Registers;
(o) assist in the dissemination of information to the public
and responding to requests for administrative information
regarding the cases, as directed by the Debtors and the
Court, including through the use of a case website and
call center;
(p) thirty days prior to the close of these Chapter 11
Cases, to the extent practicable, requesting that the
Debtors submit to the Court a proposed order dismissing
Epiq and terminating Epiq's services upon completion of
its duties and responsibilities and upon the closing of
these Chapter 11 Cases;
(q) within seven days' notice to Epiq of entry of an order
closing the Chapter 11 Cases, providing to the Court the
final versions of the Claims Registers as of the date
immediately before the close of these Chapter 11 Cases;
(r) at the close of these Chapter 11 Cases, boxing and
transporting all original documents, in proper format, as
provided by the Clerk's office, to (i) the Federal
Archives Record Administration, located at Central Plains
Region, 200 Space Center Drive, Lee's Summit, Missouri
64064 or (ii) any other location requested by the Clerk's
Office;
(s) coordinate publication of certain notices in periodicals
and other media;
(t) to the extent necessary, distributing claim
acknowledgement cards to creditors having filed a proof of
claim or interest, as applicable;
(u) provide balloting, solicitation and tabulation services,
including preparing ballots, producing personalized
ballots, assisting in the production of solicitation
materials, tabulating creditor ballots on a daily basis,
preparing a certification of voting results, and providing
court testimony with respect to balloting, solicitation,
and tabulation matters;
(v) provide state-of-the-art call center facility and
services, including (as needed): (i) creating of
frequently asked questions, call scripts, escalation
procedures and call log formats; (ii) recording automated
messaging; (iii) training call center staff; and (iv)
maintaining and transmitting call log to the Debtors and
their advisors;
(w) create and maintain a public access website setting forth
Pertinent case information and allowing access to
electronic copies of proofs of claim or proofs of
interest;
(x) provide the Debtors with consulting and computer software
Support regarding the reporting and information management
requirements of the bankruptcy administration process;
(y) educate and train the Debtors in the use of support
software, as necessary;
(z) generate, assist with and provide strategic communications
advice, strategy and expertise, as needed;
(aa) if requested by the Debtors, acting as disbursing agent
in connection with the distributions required under a
confirmed chapter 11 plan; and
(bb) provide such other claims processing, noticing and
related administrative services as may be requested from
time to time by the Debtors.
Epiq will be paid a retainer in the amount of $25,000. Epiq will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Kate Mailloux, member of Epiq Bankruptcy Solutions, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) are not
creditors, equity security holders or insiders of the Debtor; (b)
have not been, within two years before the date of the filing of
the Debtor's chapter 11 petition, directors, officers or employees
of the Debtor; and (c) do not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.
Epiq can be reached at:
Kate Mailloux
EPIQ BANKRUPTCY SOLUTIONS, LLC
777 Third Avenue, Twelfth Floor
New York, NY 10017
Tel: (212) 225-9200
About Stone Energy
Stone Energy Corp. is an independent oil and natural gas
exploration and production company headquartered in Lafayette,
Louisiana with additional offices in New Orleans, Houston and
Morgantown, West Virginia. Stone is engaged in the acquisition,
exploration, development and production of properties in the Gulf
of Mexico and Appalachian basins.
Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases. The Debtors hired
Latham & Watkins LLP as general counsel, Porter Hedges LLP as local
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.
SUNEDISON INC: Seeks to Hire Brown Rudnick as Special Counsel
-------------------------------------------------------------
SunEdison, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire Brown Rudnick LLP as its
special counsel.
The firm will assist SunEdison and its affiliates investigate
potential claims against TerraForm Power, Inc. and several other
companies, and pursue and resolve those claims before the
bankruptcy court.
The hourly rates charged by the firm range from $355 to $1,360 for
attorneys and from $285 to $420 for paraprofessionals. The
attorneys expected to represent the Debtors and their hourly rates
are:
Robert Stark $1,240
Steven Levine $1,100
Danielle D'Aquila $685
Robert Stark disclosed in a court filing that his firm does not
hold or represent any interest adverse to the Debtors or their
bankruptcy estates.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Stark disclosed that the firm did not agree to a variation of its
standard or customary billing arrangement for the engagement.
Mr. Stark further disclosed that the firm and the Debtors are
currently working on a budget and staffing plan.
The firm can be reached through:
Robert J. Stark, Esq.
Danielle D'Aquila, Esq.
Seven Times Square
New York, NY 10036
Tel: (212) 209-4800
Fax: (212) 209-4801
-- and --
Steven B. Levine, Esq.
Sunni P. Beville, Esq.
One Financial Center
Boston, MA 02111
Tel: (617) 856-8200
Fax: (617) 856-8201
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors retained Ernst &Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc. also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
TEXAS PELLETS: Has Until Jan. 27 to File Reorganization Plan
------------------------------------------------------------
Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas extended Texas Pellets, Inc., et al.'s exclusive
periods for filing a plan of reorganization and soliciting
acceptances to the plan through January 27, 2017 and March 28,
2017, respectively.
The Debtors previously sought the extension of their exclusivity
periods, relating that the international scope of their operations
complicates their Bankruptcy Cases since the Debtors must interact
regularly with European personnel and customers. The Debtors
further related that they were investigating investment and sale
processes involving a number of international players.
The Debtors contended that they were actively exploring
reorganization and restructuring options, including a sale, in
close consultation with their DIP Lender, UMB Bank, National
Association, and the Committee in order to maximize value for the
Debtors' creditors and their estates.
The Debtors further contended that their investment banker,
Guggenheim Securities, LLC was actively conducting a marketing and
diligence process with prospective investors and purchasers. The
Debtors submitted that these efforts have generated letters of
intent, and the Debtors were reviewing the statements as they
evaluate their various prospects. The Debtors were expecting to
file papers seeking the Court's approval of either a sale or
investment process by next month.
Limited objections were filed by the Unsecured Creditor's Committee
and MFC Commodities, GmbH, each setting forth no objection to the
Debtor's request for the exclusivity extension, but objecting
solely to the selective termination of exclusivity as to the
Debtor's primary lender, UMB Bank, in its capacity as Bond
Trustee.
Judge Parker held that the Debtor's Motion had no legal or
equitable basis to justify their selective termination of
exclusivity. He further held that the proposal offends a basic
sense of fairness and equal treatment supported by the Bankruptcy
Code, and improperly weaponizes the discretionary privilege
afforded to a debtor to seek an exclusivity extension from the
Court.
About Texas Pellets, Inc.
Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016.
The petition was signed by Anna Katherin Leibold, president and
chief executive officer.
German Pellets Texas, LLC, also based in Woodville, Texas, filed a
Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April
30, 2016. The petition was signed by Peter H. Leibold, its chief
executive officer.
The cases have been jointly administered under Texas Pellets' case.
Judge Bill Parker presides over the cases.
The Debtors employ William Steven Bryant, Esq., at Locke Lord LLP
as their legal counsel; Searcy & Searcy, P.C. as local/conflicts
co-counsel; and Guggenheim Securities, LLC as investment banker.
Bryan M. Gaston, and the firm Opportune, LLP, serve as the Debtors'
Chief Restructuring Officer.
No trustee or examiner has been appointed in these Bankruptcy
Cases. An official committee of unsecured creditors was appointed
on May 17, 2016.
TOWERSTREAM CORP: Board OKs Option Awards to Non-Exec. Employees
----------------------------------------------------------------
In recognition of past service to Towerstream Corporation and to
incentivize future performance, the Compensation Committee of the
Board of Directors authorized the award of options to non-executive
employees in varying amounts for the purchase of up to a total of
1,055,500 common shares at an exercise price of $0.24 per share for
a period of ten years. Those options vest 50% upon the date of
issuance and 12.5% over the next four quarterly anniversary dates.
The issuance of these securities was deemed to be exempt from the
registration requirements of the Securities Act of 1933, as
amended, by virtue of Section 4(2) thereof, as a transaction by an
issuer not involving a public offering.
On Dec. 18, 2016, the Company adjusted monthly cash compensation
for its independent directors to $5,000 per month effective
Dec. 1, 2016 (restoring such compensation to pre-April 2016 levels
when the Company instituted a temporary reduction to $2,083 per
month), and authorized a one-time cash award of $25,000 to William
J. Bush, an independent director, as compensation for Mr. Bush's
efforts in implementing the Company's restructuring plans.
Also on Dec. 18, 2016, the Compensation Committee of the Board of
Directors authorized the creation of a compensation pool for
members of the Board, senior management, and key employees in the
event of a sale of the Company or all or substantially all of its
assets for gross proceeds equal to or exceeding $50 million. The
Board in its sole discretion shall determine if and how to allocate
payout amounts up to an aggregate of 10% of such gross proceeds in
cash, kind, or a combination of the foregoing among individual
recipients after a review of the specific facts and circumstances
in the event of such a sale. The Company has not entered into any
definitive agreements relating to the sale of the Company or its
assets.
About Towerstream Corporation
Towerstream Corporation (NASDAQ:TWER) offers broadband services in
12 urban markets including New York City, Boston, Los Angeles,
Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle,
Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater
Providence area.
The Company reported a net loss of $40.5 million in 2015, a net
loss of $27.6 million in 2014 and a net loss of $24.8 million in
2013.
As of Sept. 30, 2016, Towerstream had $36.76 million in total
assets, $43.18 million in total liabilities and a total
stockholders' deficit of $6.42 million.
VALUEPART INCORPORATED: Hires FocalPoint as Investment Banker
-------------------------------------------------------------
Valuepart, Incorporated, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to employ FocalPoint
Securities, LLC as investment banker to the Debtor.
Valuepart, Incorporated requires FocalPoint to:
(a) identify and obtain recapitalization for the Debtor's
operating financial needs to refinance the Debtor's pre-
petition date obligations to its secured lender; and
(b) possible sale, merger or acquisition of the Debtor's
business and assets (the "Services");
(c) familiarize with all business operations, assets,
financial condition and prospects of the Debtor related to
the Services;
(d) evaluate the Debtor's debt capacity in light of its
projected cash flows and assist in the determination of an
appropriate capital structure for the Debtor;
(e) advise the Debtor in analyzing its strategic alternatives
and structuring and effecting the financial aspects of any
Transaction;
(f) design, after first consulting with both the Debtor and
its counsel, the appropriate process to effect and
initiate any Transaction, including an analysis of the
various alternatives and, if appropriate, the lenders and
investors ("Counterparties") to be contacted for the
Transaction (including, without limitation, a financing);
(g) prepare any appropriate financial models, financial
analysis, or marketing materials necessary to initiate and
effect any Transaction, including those to be provided to
Counterparties in conjunction with any Transaction;
(h) solicit interest from Counterparties in any Transaction,
but only after first providing the Debtor advance written
notice of Counterparties to be solicited and providing the
Debtor copies of all solicitation materials sent to such
Counterparties;
(i) assist the Debtor and its other professionals in reviewing
and evaluating the terms of any proposed Transaction and,
if directed, negotiating the terms thereof;
(j) advise the Debtor on the risks and benefits of considering
a transaction with respect to the Debtor's intermediate
and long-term business prospects and strategic
alternatives to maximize the business enterprise value of
the Debtor;
(k) determine a range of values for the Debtor and any
securities or debt instruments that the Debtor offers or
proposes to offer in connection with a Transaction;
(l) assist or participate in negotiations with parties in
interest, including any current or prospective creditors
of, holders of equity in, or claimants against the Debtor
and their respective representatives in connection
with a Transaction;
(m) advise the Debtor and provide reports with respect to, and
attend, meetings of the Debtor's directors and officers
and its committees, creditor groups, official
constituencies and other interested parties, as necessary;
and
(n) provide relevant testimony in the Bankruptcy Court with
respect to any Transaction.
FocalPoint will be paid at these hourly rates:
A) Whether or not a Transaction is proposed or consummated,
FocalPoint shall receive a nonrefundable advisory fee, in
advance, of $20,000 per month during the term of
FocalPoint's engagement ("Monthly Advisory Fee"). The first
Monthly Advisory Fee shall be paid upon the approval of
FocalPoint's engagement by the Bankruptcy Court and shall
be pro-rated for the number of days remaining in the month
in which FocalPoint was engaged. Thereafter, a Monthly
Advisory Fee of $20,000 shall be earned due and payable on
each monthly anniversary of the date of FocalPoint's
engagement.
B) FocalPoint shall earn a completion fee ("Completion Fee")
equal to $500,000, payable upon (i) the closing of a
Transaction and (ii) the confirmation and effectiveness of
a chapter 11 plan of reorganization. For purposes of this
Completion Fee, a "Transaction" refers to any possible
financing, financial restructuring and recapitalization,
provided, however, that the Completion Fee will not exceed
five percent (5%) of the value of any such financing,
financial restructuring or recapitalization.
C) In the event that the Company pursues a sale, merger and
Acquisition transaction, FocalPoint shall earn a sale fee
("Sale Fee") to be paid upon the closing of any sale,
merger and/or acquisition transaction equal to 2% of the
value of such sale, merger and acquisition transaction;
provided, however, that such Sale Fee shall never be less
than $500,000 on any individual sale, merger and
acquisition transaction.
FocalPoint will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Fixler, member of FocalPoint Securities, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) are not
creditors, equity security holders or insiders of the Debtor; (b)
have not been, within two years before the date of the filing of
the Debtor's chapter 11 petition, directors, officers or employees
of the Debtor; and (c) do not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.
FocalPoint can be reached at:
Michael Fixler
FOCALPOINT SECURITIES, LLC
11150 Santa Monica Blvd., Suite 1550
Los Angeles, CA 90025
Tel: (310) 405-7000
Fax: (310) 405-7077
About Valuepart, Incorporated
ValuePart, Incorporated is a Chicago-based distributor of high
quality, competitively priced, aftermarket replacement parts for
off-highway earthmoving equipment manufacturers such as
Caterpillar, Case, Komatsu, Deere, International, Bobcat and
Hitachi, along with many others. The Debtor operates from 8
locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia,
Vancouver and Toronto, and employs approximately 70 employees.
Although headquartered in Vernon Hills, Illinois, the Debtor's
largest distribution center is located in Dallas, Texas.
ValuePart filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-34169), on Oct. 27, 2016. The petition was signed by Isa
Passini, vice president. The case is assigned to Judge Harlin
DeWayne Hale. At the time of filing, the Debtor estimated both
assets and liabilities at $10 million to $50 million.
The Debtor is represented by Marcus Alan Helt, Esq., Mark C. Moore,
Esq. and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP. The
Debtor's Restructuring Advisor is CR3 Partners, LLC; and the
Debtor's Claims and Noticing Agent is Upshot Services LLC.
The Office of the U.S. Trustee appointed the following creditors to
serve on the Official Committee of Unsecured Creditors: Federal
Mogul, Kunshan Taiheiya Precision Machinery, Pukdoo Industrial Co.,
Ltd, and Modena Parts S.R.L.
VINH PHAT SUPERMARKET: Seeks OK of $1.2MM Insider Sale Under Plan
-----------------------------------------------------------------
Vinh Phat Supermarket, Inc., filed with the Bankruptcy Court a
motion seeking an order:
(i) approving the sale of substantially all of the Debtor's
assets under and in conjunction with its Chapter 11 plan of
reorganization, and
(ii) authorizing the assumption and assignment of the unexpired
lease for the supermarket located at 6105 Stockton Boulevard, and
the assumption and assignment of the Debtor's rights to occupy and
use the warehouse space located at 5892 Lemonhill Avenue,
Sacramento, California.
On Dec. 8, 2016, the Debtor filed a Plan of Reorganization, which
provides for payments to creditors to be funded from cash on hand
and by the sale of the business assets of the Debtor. The hearing
on confirmation of the Plan is scheduled for Jan. 24, 2017, at
10:30 a.m.
In conjunction with and in order to effectuate the Plan, the Debtor
has negotiated an Asset Purchase Agreement with a stalking horse
purchaser Aloha Hawaii Supermarket, Inc.
Aloha Hawaii is owned by shareholders Joseph Cantrelle, Jr., Eric
Vong and Aaron Ly, which are the children of Vinh Phat shareholders
Suying Paskett, Sau Vong and Cham LY, respectively. Eric Vong is
also a current general manager of the supermarket owned and run by
the Debtor, and a member of the Debtor's Board of Directors. Thus,
Aloha Hawaii is an insider.
The principal terms of the APA are:
* APA Parties: Seller: Vin Phat Supermarket, Inc.; and
Buyer: Aloha Hawaii Supermarket, Inc.
* Purchase Price: (1) $425,782 in cash plus (2) $350,000 payable
pursuant to an unsecured promissory note bearing interest at an
annual rate equal to the short term applicable federal rate and
providing for 12 equal quarterly payments of principal and interest
commencing o the first day of the calendar quarter; plus (3) the
value of the Debtor's inventory, estimated to be in excess of
$450,000.
* Assumption of Contracts: The Supermarket Lease and the
Debtor's right to use the Warehouse are proposed to be assigned to
the Proposed Purchaser pursuant to Sec. 365 of the Bankruptcy
Code.
* Bid Protections: In the event there is a higher bid than the
Proposed Purchaser, the Proposed Purchaser will be entitled to
expense reimbursement up to a maximum of $50,000 and a break-up fee
equal to 1.5% of the Purchase Price.
* Deposit: $85,266.
In order to ensure that any sale is for fair and reasonable
consideration, the Debtor obtained court approval to employ Murphy
Business and Financial to serve as business broker and to provide
valuation and asset marketing services. The Murphy Firm prepared a
Broker's Opinion of Market Value estimating a business selling
price of $851,565 for the assets proposed to be sold in the APA.
Although the final purchase price proposed in the APA will depend
on the inventory count, based on the Debtor's estimate of the value
of the inventory, the purchase price proposed in the APA is
approximately $1.2 million. As the proposed purchase price excess
the Broker's Opinion of the value of the assets by more than
$300,000, the Debtor believes the consideration proposed in the APA
is fair and reasonable.
A full-text copy of the Motion is available at:
http://bankrupt.com/misc/caeb16-24672-194_Sale_M_Vinh_Phat.pdf
About Vinh Phat Supermarket
Vinh Phat Supermarket, Inc., operates an Asian supermarket located
at 6105 Stockton Boulevard, Sacramento, California, with recent
monthly sales of approximately $1.3 million to $1.4 million, and
has 60 employees. The supermarket is operated pursuant to a lease
with Good Faith Building, LLC, which expires in the fall of 2018.
Vinh Phat Supermarket is owned by shareholders Sau Vong, Suying
Plaskett, Cham LY and Muoi Lam, as trustee.
Vinh Phat Supermarket filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 16-24672) on July 18, 2016. The petition was signed by
Eric Vong, board member/authorized individual. Judge Christopher
M. Klein presides over the case. In its petition, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities.
The Debtor tapped Jamie P. Dreher, Esq., at Downey Brand LLP, as
its bankruptcy counsel; and Gonzales & Sisto LLP as its accountant.
WA PORTFOLIO: Hires LaMonica Herbst as Counsel
----------------------------------------------
WA Portfolio LLC, seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ LaMonica Herbst &
Maniscalo, LLP as counsel to the Debtor.
WA Portfolio requires LaMonica Herbst to:
(a) provide legal advice with respect to the Debtor's powers
and duties as a debtor-in-possession in accordance with
the provisions of the Bankruptcy Code in the continued
operation of its business and the management of its
property;
(b) prepare, on behalf of the Debtor, all necessary schedules,
applications, monthly operating reports, if necessary,
motions, answers, orders, reports, adversary proceedings
and other legal documents required by the Bankruptcy Code
and Federal Rules of Bankruptcy Procedure;
(c) perform all other legal services for the Debtor that may
be necessary in connection with the Debtor's attempt to
reorganize its affairs under the Bankruptcy Code; and
(d) assist the Debtor in the development and implementation of
a plan of reorganization.
LaMonica Herbst will be paid at these hourly rates:
Partners $595
Associates $415
Para-professionals $175
LaMonica Herbst will be paid a retainer in the amount of $30,000.
LaMonica Herbst will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jordan Pilevsky, member of LaMonica Herbst & Maniscalo, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
LaMonica Herbst can be reached at:
Jordan Pilevsky, Esq.
LAMONICA HERBST & MANISCALO, LLP
3305 Jerusalem Avenue
Wantagh, NY 11793
Tel: (516) 826-6500
About Olympia Office
Olympia Office LLC, based in Cedarhurst, NY, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 16-74892) on October 20, 2016.
The petition was signed by Sung II Han, vice president. Judge
Alan
S. Trust presides over the case.
In its petition, Olympia Office estimated $10 million to $50
million in both assets and liabilities.
Olympia Office's affiliates WA Portfolio LLC, Mariners Portfolio
LLC and Seahawk Portfolio LLC sought Chapter 11 protection (Bankr.
E.D.N.Y. Case Nos. 16-75515 to 16-75517) on November 28, 2016.
The
petitions were signed by Scott G. Switzer, chief operating
officer.
Judge Robert E. Grossman presides over the case of WA Portfolio.
The two other cases are assigned to Judge Trust.
At the time of the filing, the three Olympia affiliates estimated
their assets at $10 million to $50 million and debts at $50
million
to $100 million.
Jordan Pilevsky, Esq., at Lamonica Herbst & Maniscalco LLP, serves
as bankruptcy counsel.
WALTER BOOTH: Seeks to Hire Hennessey as Accountant
---------------------------------------------------
Walter H. Booth Clause 4 Trust seeks approval from the U.S.
Bankruptcy Court for the District of New Hampshire to hire an
accountant.
The Debtor proposes to hire Kimberly Hennessey, a certified public
accountant employed with Hennessey & Vallee, PLLC, to prepare its
tax returns and provide other services related to its Chapter 11
case.
The fee to prepare the tax returns each year ranges from $500 to
$1,500.
Ms. Hennessey disclosed in a court filing that she does not have
connections with any creditor of the Debtor.
Hennessey can be reached through:
Kimberly A. Hennessey
Hennessey & Vallee, PLLC
125 North State Street
Concord, NH 03301
Phone: (603) 225-0941
About Walter H. Booth Clause 4 Trust
Walter H. Booth Clause 4 Trust filed a chapter 11 petition (Bankr.
D.N.H. Case No. 16-11598) on Nov. 16, 2016. The petition was
signed by Stephen W. Booth, trustee. The Debtor is represented by
Eleanor W. Dahar, Esq., at Victor W. Dahar Professional
Association. The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.
YU HUA LONG: Ch.11 Trustee Hires Levene Neale as Bankr. Counsel
---------------------------------------------------------------
Timothy J. Yoo, the Chapter 11 Trustee of Yu Hua Long Investments
LLC, seeks authority from the U.S. Bankruptcy Court for the Central
District of California to employ Levene Neale Bender Yoo & Brill,
LLP as general bankruptcy counsel to the Trustee.
Yu Hua Long requires Levene to:
a. advise the Trustee with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
Office of the United States Trustee (the "OUST) as they
pertain to the Debtor and the Trustee;
b. advise the Trustee with regard to certain rights and
remedies of its bankruptcy estate and the rights, claims
and interests of creditors;
c. represent the Trustee in any proceeding or hearing in the
Bankruptcy Court involving its estate unless the Trustee is
represented in such proceeding or hearing by other special
counsel;
d. conduct examinations of witnesses, claimants or adverse
parties and represent the Trustee in any adversary
proceeding or state court litigation except to the extent
that any such adversary proceeding or state court
litigation is in an area outside of LNBYB's expertise or
which is beyond LNBYB's staffing capabilities;
e. prepare and assist the Trustee in the preparation of
reports, applications, pleadings and orders including, but
not limited to applications to employ professionals,
interim statements and operating reports, lease pleadings,
financing and cash collateral pleadings, pleadings
respecting the use, sale or lease of property outside the
ordinary course of business, status reports, objections to
claims, plan and disclosure statement matters and other
matters relating to the case;
f. represent the Debtor with regard to obtaining use of debtor
in possession financing and/or cash collateral including,
but not limited to, negotiating and seeking Bankruptcy
Court approval of any debtor in possession financing and
cash collateral pleading or stipulation and preparing any
pleadings relating to obtaining use of debtor in possession
financing and cash collateral;
g. assist the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization
and the preparation and approval of a disclosure statement
in respect of the plan;
h. investigate, evaluate, and prosecute objections to claims
as may be appropriate; and
i. perform any other services which may be appropriate in
Levene 's representation of the Trustee during the
bankruptcy case.
Levene will be paid at these hourly rates:
Philip A. Gasteier $575
Jeffrey S. Kwong $335
Paralegal $250
Levene will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Philip A. Gasteier, member of Levene Neale Bender Yoo & Brill, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
are not creditors, equity security holders or insiders of the
Debtor; (b) have not been, within two years before the date of the
filing of the Debtor's chapter 11 petition, directors, officers or
employees of the Debtor; and (c) do not have an interest materially
adverse to the interest of the estate or of any class of creditors
or equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.
Levene can be reached at:
Philip A. Gasteier, Esq.
LEVENE NEALE BENDER YOO & BRILL, LLP
10250 Constellation Boulevard, Suite 1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Fax: (310) 229-1244
About Yu Hua Long
Yu Hua Long Investments LLC filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 16-22745) on September 26, 2016, disclosing
under $1 million in both assets and liabilities.
[*] S&P Reviews Ratings on US HealthCare Business & Consumer Sector
-------------------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings in the U.S. health care business and consumer
services sector for speculative-grade corporate issuers that were
labeled as "under criteria observation" (UCO) after publishing its
revised recovery ratings criteria on Dec. 7, 2016. With S&P's
criteria review complete, it is removing the UCO designation from
these ratings and are revising issue-level and recovery ratings as
appropriate.
This release pertains to rated companies in the U.S. health care
business and consumer services sector. The ratings list below is
arranged alphabetically by issuer and identifies the debt
instruments with ratings changes.
As an overview, S&P is revising the issue-level ratings on five
rated debt issues in the U.S. health care business and consumer
services sector, reflecting one upgrade and four affirmations. In
the case of the upgrade, the revision to the issue-level rating
resulted from a revision to the recovery rating on the debt
instrument.
In addition, S&P is revising the recovery rating to '3' from '4' on
two rated debt instruments in the U.S. health care business and
consumer services sector as a result of S&P's new criteria. Since
these revisions do not result in issue-level ratings changes, S&P
is affirming the issue-level ratings for the affected issues.
These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in S&P's
assessment of the corporate credit ratings for issuers of the
affected debt issues.
RATINGS LIST
Issue Ratings Raised, Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
To From
Explorer Holdings Inc.
Goldcup Merger Sub Inc.
Subordinated B- CCC+
Recovery rating 5L 6
Issue Ratings Affirmed, Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
To From
Air Medical Group Holdings Inc.
Senior secured B B
Recovery rating 3L 4H
CHG Healthcare Services Inc.
Senior secured B B
Recovery rating 3H 4H
Issue Ratings Affirmed; Recovery Ratings Unchanged
Air Medical Group Holdings Inc.
Senior unsecured CCC+
Recovery rating 6
Explorer Holdings Inc.
Goldcup Merger Sub Inc.
Senior Secured B
Recovery Rating 3H
[*] S&P Reviews Ratings on US Technology Services Sector
--------------------------------------------------------
S&P Global Ratings said that it has reviewed several of its
recovery and issue-level ratings in the U.S. technology services
sector for speculative-grade corporate issuers that were labeled as
"under criteria observation" (UCO) after publishing its revised
recovery ratings criteria on Dec. 7, 2016. With S&P's criteria
review complete, it is removing the UCO designation from these
ratings and are revising issue-level and recovery ratings as
appropriate.
"We are revising the issue-level ratings on 10 rated debt issues,
reflecting seven upgrades and three downgrades. In all but one
case, the revision to the issue-level rating resulted from a
revision to the recovery rating on the debt instrument. In one
case, the recovery rating on the secured debt is unchanged and the
issue-level revision results because we now cap issue-ratings at
'BBB-' for issuers rated 'BB' and 'BB+', regardless of our recovery
ratings. This change deemphasizes the weight recovery plays in
up-notching issue ratings for issuers near the investment-grade
threshold, since recovery is a smaller component of credit risk
when default risk is more remote and because recovery prospects may
be less predictable and more variable for these issuers. This
revision does not reflect a change in our assessment of the
company's default risk, which is indicated by our corporate credit
rating, or our opinion of recovery given default, which is
indicated by our recovery ratings," S&P said.
In addition, S&P is revising recovery ratings to '3' from '4' on
eight rated debt instruments. Since these revisions do not result
in issue-level ratings changes, S&P is affirming the issue-level
ratings for the affected issues.
These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.
RATINGS LIST
Issue Ratings Raised; Recovery Ratings Revised Due To Revised
Recovery Rating
Criteria For Speculative-Grade Corporate Issuers
To From
AF Borrower LLC
Senior Secured B+ B
Recovery Rating 2L 3L
Senior Secured B- CCC+
Recovery Rating 5L 6
EagleView Technology Corp.
Senior Secured B+ B
Recovery Rating 2H 3H
j2 Global Inc.
Senior Unsecured BB- B+
Recovery Rating 5L 6
Vencore Inc.
Senior Secured B+ B
Recovery Rating 2L 3H
Issue Rating Lowered; Recovery Rating Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
To From
Artel LLC
Senior Secured CCC+ B-
Recovery Rating 3L 2H
Issue Rating Lowered; Recovery Rating Unchanged Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
To From
Cardtronics Inc.
Senior Secured BBB- BBB
Recovery Rating 1 1
Issue Ratings Affirmed; Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
To From
APX Group Inc.
Senior Secured B B
Recovery Rating 3H 4H
Central Security Group Inc.
Senior Secured CCC CCC
Recovery Rating 3H 4H
Interface Security Systems LLC
Interface Security Systems Holdings Inc.
Senior Secured CCC+ CCC+
Recovery Rating 3L 4H
Monitronics International Inc.
Senior Secured B- B-
Recovery Rating 3H 4H
Issue Rating Affirmed; Recovery Expectation Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
To From
FleetCor Technologies Operating Co. LLC
Senior Secured BB+ BB+-
Recovery Rating 3H 3L
Issue Ratings Affirmed; Recovery Ratings Unchanged
APX Group Inc.
Senior Unsecured CCC+ CCC+
Recovery Rating 6 6
Cardtronics Inc.
Senior Unsecured BB+ BB+
Recovery Rating 3L 3
Central Security Group Inc.
Senior Secured CCC CCC
Recovery Rating 6 6
EagleView Technology Corp.
Senior Secured CCC+ CCC+
Recovery Rating 6 6
Interface Master Holdings Inc.
Senior Unsecured CCC- CCC-
Recovery Rating 6 6
j2 Global Inc.
Senior Unsecured BB BB
Recovery Rating 3H 3H
Monitronics International Inc.
Senior Unsecured CCC CCC
Recovery Rating 6 6
Vencore Inc.
Senior Secured CCC+ CCC+
Recovery Rating 6 6
[*] S&P Revises Ratings on US Containers and Packaging Sector
-------------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings in the U.S. containers and packaging sector for
speculative-grade corporate issuers that were labeled as "under
criteria observation" (UCO) after publishing its revised recovery
ratings criteria on Dec. 7, 2016. With S&P's criteria review
complete for the majority of companies in the sector, it is
removing the UCO designation from these ratings and are revising
issue-level and recovery ratings as appropriate.
This release pertains to rated companies in the U.S. containers and
packaging sector. The ratings list below is arranged
alphabetically by issuer and identifies the debt types with rating
changes. In addition to the changes and affirmations mentioned
below, S&P will review its recovery and issue-level ratings on
Crown Holdings Inc. and Silgan Holdings Inc. separately.
As an overview, S&P is lowering the issue-level ratings on six
rated debt issues in the U.S. containers and packaging sector. In
four of the six cases, the revision of the issue-level rating
resulted from a revision to the recovery rating on the debt
instrument.
In the remaining two cases, the recovery ratings on the secured
debt remain unchanged and the issue-level rating changes because
S&P now caps issue-level ratings at 'BBB-' for issuers rated 'BB'
and 'BB+', regardless of S&P's recovery ratings. This change
deemphasizes the weight recovery plays in up-notching issue-level
ratings for issuers near the investment-grade threshold, since
recovery is a smaller component of credit risk when default risk is
more remote and because recovery prospects may be less predictable
and more variable for these issuers. This revision does not
reflect a change in S&P's assessment of the company's default risk,
which is indicated by S&P's corporate credit rating, or its opinion
of recovery given default, which is indicated by S&P's recovery
ratings.
These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.
RATINGS LIST
Issue Ratings Lowered; Recovery Ratings Unchanged Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
To From
Graphic Packaging International Inc.
Senior secured
$1.25 bil revolver bank ln due 2019 BBB- BBB
Recovery rating 1 1
$1 bil term A bank ln due 2019 BBB- BBB
Recovery rating 1 1
Issue Ratings Lowered; Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
Consolidated Container Co. LLC
Senior secured
$370 mil term bank ln due 2019 B B+
Recovery rating 2L 1
Consolidated Container Finance Inc.
Senior secured
$370 mil term bank ln due 2019 B B+
Recovery rating 2L 1
W/S Packaging Group Inc.
Senior secured
$40 mil bank ln due 2018 CCC CCC+
Recovery rating 3L 2H
$236 mil bank ln due 2019 CCC CCC+
Recovery rating 3L 2H
Issue Ratings Affirmed; Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
Viskase Cos. Inc.
Senior secured
$275 mil term B bank ln due 2021 B B
Recovery rating 3L 4H
Issue Ratings Affirmed; Recovery Ratings Unchanged Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
Collotype International Holdings Pty Ltd
Senior secured
$40 mil revolver bank ln due 2019 BB+
Recovery rating 1
Consolidated Container Co. LLC
Senior secured
$80 mil 2nd-lien bank ln due 2020 CCC
Recovery rating 6
Senior unsecured
$275 mil 10.125% sr unsecd nts due 2020 CCC
Recovery rating 6
Consolidated Container Finance Inc.
Senior unsecured
$275 mil 10.125% sr unsecd nts due 2020 CCC
Recovery rating 6
Graphic Packaging International Inc.
Senior unsecured
$250 mil 4.875% nts due 2022 BB+
Recovery rating 3L
$300 mil sr nts due 2024 BB+
Recovery rating 3L
$425 mil sr nts due 2021 BB+
Recovery rating 3L
Multi-Color Corp.
Senior secured
$460 mil US revolver bank ln due 2019 BB+
Recovery rating 1
Senior unsecured
$250 mil 6.125% sr nts due 2022 B+
Recovery rating 5L
[*] S&P Revises Ratings on US Gaming Sector
-------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings in the U.S. gaming sector for most
speculative-grade corporate issuers that were labeled as "under
criteria observation" (UCO) after publishing its revised recovery
ratings criteria on Dec. 7, 2016. With S&P's criteria review
complete, it is removing the UCO designation from these ratings and
are revising the issue-level and recovery ratings as appropriate.
This release pertains to rated companies in the U.S. gaming sector.
The ratings list below is arranged alphabetically by issuer and
identifies the debt instruments with ratings changes.
As an overview, S&P is revising the issue-level ratings on six
rated debt issues, reflecting four upgrades and two downgrades. In
each case, the revision to the issue-level rating resulted from a
revision to the recovery rating on the debt instrument.
In addition, S&P is revising the recovery rating to '4' from '3' on
one rated debt instrument in the U.S. gaming sector, as a result of
S&P's new criteria. Since this revision does not result in an
issue-level rating change, S&P is affirming the issue-level rating
on the affected issue.
These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any changes in its
assessment of the corporate credit ratings on issuers of the
affected debt issues.
RATINGS LIST
Issue Ratings Raised, Recovery Ratings Revised Due to Revised
Recovery Rating Criteria for Speculative-Grade Corporate Issuers
To From
Jacobs Entertainment Inc.
Senior secured first lien debt (2 issues) BB- B+
Recovery rating 1 2H
Seminole Hard Rock Entertainment Inc.
Senior secured BBB- BB+
Recovery rating 1 2H
Sugarhouse HSP Gaming Prop. Mezz. L.P.
Senior secured CCC+ CCC
Recovery rating 5H 6
Issue Ratings Lowered, Recovery Ratings Revised Due to Revised
Recovery Rating Criteria for Speculative-Grade Corporate Issuers
Caesars Entertainment Resort Properties LLC
Senior secured second lien notes CC CCC-
Recovery rating 5L 4H
Chester Downs and Marina LLC
Senior secured CCC CCC+
Recovery rating 2L 1
Issue Ratings Affirmed; Recovery Ratings Revised Due To Revised
Recovery Criteria For Speculative-Grade Corporate Issuers
Rivers Pittsburgh Borrower L.P.
Senior secured debt
$415 million first-lien notes due 2021 B B
Recovery rating 4H 3L
Issue Ratings Affirmed, Recovery Ratings Unchanged
Caesars Entertainment Resort Properties LLC
Senior secured first lien debt CCC+
Recovery rating 1
Jacobs Entertainment Inc.
Second-lien term loan CCC+
Recovery rating 6
Rivers Pittsburgh Borrower L.P.
Senior secured priority revolver BB-
Recovery rating 1
Seminole Hard Rock Entertainment Inc.
Senior unsecured BB-
Recovery rating 5L
Wynn Las Vegas
Senior secured BB
Recovery rating 2L
[*] S&P Revises Ratings on US Metals and Mining Sector
------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings in the U.S. metals and mining downstream and
upstream sectors for speculative-grade corporate issuers that were
labeled as "under criteria observation" (UCO) after publishing its
revised recovery ratings criteria on Dec. 7, 2016. With S&P's
criteria review complete, it is removing the UCO designation from
these ratings and are revising issue-level and recovery ratings as
appropriate.
This release pertains to rated companies in the U.S. metals and
mining downstream and upstream sectors. The ratings list below is
arranged alphabetically by issuer and identifies the debt
instruments with ratings changes.
As an overview, S&P is revising the issue-level ratings on 13 rated
debt issues in the U.S. metals and mining downstream and upstream
sectors, reflecting five upgrades and eight downgrades. In each
case, the revision to the issue-level rating resulted from a
revision to the recovery rating on the debt instrument.
In addition, S&P is revising the recovery rating to '3' from '4' on
three rated debt instruments in the U.S. metals and mining
downstream and upstream sectors, as a result of S&P's new criteria.
Since these revisions do not result in issue-level ratings
changes, S&P is affirming the issue-level ratings for the affected
issues.
These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.
Ratings List
Issue Ratings Raised, Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
To From
Bowie Resource Partners LLC
Senior secured (first lien) B CCC+
Recovery rating 1 3H
Senior secured (second lien) CCC CCC-
Recovery rating 5L 6
Cliffs Natural Resources Inc.
Senior secured (second-lien) B- CCC+
Recovery rating 2L 3L
U.S. Silica Co.
Senior secured B+ B
Recovery rating 2H 3H
Westmoreland Coal Co.
Senior secured B B-
Recovery rating 4L 5H
Issue Ratings Lowered, Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
Allegheny Ludlum Corp.
Senior unsecured B+ BB-
Recovery rating 2H 1
Boart Longyear Management Pty Ltd.
Senior secured B- B
Recovery rating 2L 1
Senior unsecured CCC CCC+
Recovery rating 5L 4L
Century Aluminum Co.
Senior secured B+ BB-
Recovery rating 2H 1
Hi-Crush Partners L.P.
Senior secured B B+
Recovery rating 2L 1
MRC Global (US) Inc.
Senior secured B B+
Recovery rating 3H 2L
Preferred Proppants LLC
Senior secured CCC CCC+
Recovery rating 3H 2L
Stillwater Mining Co.
Senior unsecured BB- BB
Recovery rating 2H 1
Issue Ratings Affirmed, Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
Global Brass and Copper Inc.
Senior secured BB- BB-
Recovery rating 3H 4H
Hecla Mining Co.
Senior unsecured B- B-
Recovery rating 3H 4H
International Wire Group Inc.
Senior secured B B
Recovery rating 3H 4H
Issue Ratings Affirmed, Recovery Expectations Revised Due To
Revised Recovery Rating Criteria For Speculative-Grade Corporate
Issuers
Allegheny Technologies Inc.
Senior unsecured B B
Recovery rating 3L 3H
Issue Ratings Affirmed, Recovery Rating Unchanged Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
Cliffs Natural Resources Inc.
Senior secured (first-lien) B
Recovery rating 1
Senior unsecured CCC-
Recovery rating 6
Oxbow Carbon LLC
Oxbow Calcining LLC
Senior secured (first lien) BB
Recovery rating 2H
Senior secured (second lien) B+
Recovery rating 5H
Oxford Mining Co. LLC
Senior secured B
Recovery rating 3H
[*] S&P Revises Ratings on US Pharmaceutical Sector
---------------------------------------------------
S&P Global Ratings said that it has reviewed most of its recovery
and issue-level ratings in the U.S. pharmaceutical sector for
speculative-grade corporate issuers that were labeled as "under
criteria observation" (UCO) after publishing its revised recovery
ratings criteria on Dec. 7, 2016. With S&P's criteria review
complete, it is removing the UCO designation from these ratings and
are revising issue-level and recovery ratings as appropriate.
This release pertains to rated companies in the U.S pharmaceutical
sector. The ratings list below is arranged alphabetically by
issuer and identifies the debt instruments with rating changes. As
an overview, S&P is revising the issue-level ratings on 11 rated
debt issues in the U.S. health care services sector, reflecting
five upgrades and six affirmations. In the case of the upgrades,
S&P is revising the recovery rating to '2' from '3', on three rated
debt instruments and to a '5' from a '6', on two rated debt
instruments in the U.S. pharmaceutical sector, as a result of our
new criteria.
In addition, S&P is revising the recovery ratings on two rated debt
instruments in the U.S. pharmaceutical sector, as a result of S&P's
new criteria. S&P is also changing the recovery expectations range
on two other rated debt instruments in the sector. Since these
revisions do not result in issue-level ratings changes, S&P is
affirming the issue-level ratings for the affected issues.
These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.
RATINGS LIST
Issue Ratings Raised, Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers
To From
Akorn Inc.
Senior secured BB- B+
Recovery rating 2H 3L
Albany Molecular Research Inc.
Senior unsecured B- CCC+
Recovery rating 5L 6
Arbor Pharmaceuticals LLC
Senior secured BB BB-
Recovery rating 2L 3L
DPx Holdings B.V.
Senior unsecured B- CCC+
Recovery rating 5H 6
Sucampo Pharmaceuticals Inc.
Senior secured B+ B
Recovery rating 2H 3H
Issue Ratings Affirmed, Recovery Ratings Revised Due To Revised
Recovery
Rating Criteria For Speculative-Grade Corporate Issuers
To From
Lantheus Medical Imaging Inc.
Senior secured B B
Recovery rating 3H 4L
Mallinckrodt CB LLC
Mallinckrodt International Finance S.A.
Senior unsecured BB- BB-
Recovery rating 3H 4L
Issue Ratings Affirmed, Recovery Expectations Revised Due To
Revised Recovery
Rating Criteria For Speculative-Grade Corporate Issuers
To From
Albany Molecular Research Inc.
Senior secured B B
Recovery rating 3H 3L
DPx Holdings B.V.
Senior secured B B
Recovery rating 3H 3L
Issue Ratings Affirmed, Recovery Ratings Unchanged Due To Revised
Recovery
Rating Criteria For Speculative-Grade Corporate Issuers
Mallinckrodt CB LLC
Mallinckrodt International Finance S.A.
Senior secured BB+
Recovery rating 1
Mallinckrodt International Finance S.A.
Senior unsecured B
Recovery rating 6
[*] Sullivan Joins Windels' Bankruptcy & Creditors' Rights Group
----------------------------------------------------------------
Windels Marx Lane & Mittendorf, LLP recently announced the hire of
James M. Sullivan, as a Partner in the firm's Bankruptcy and
Creditors' Rights practice group.
At Windels Marx, Mr. Sullivan will focus on corporate
restructuring, distressed situations, and complex commercial
disputes. He acts as outside general counsel to a number of his
clients in a broad range of industries, representing them in
connection with a host of transactions and litigation matters,
including corporate, M&A, finance, real estate, employment,
litigation, and other matters. On the transactional side, he
counsels borrowers and lenders in matters involving corporate and
acquisition financing. He also appears before numerous federal and
state courts throughout the country on these matters.
Managing Partner, Robert J. Luddy, said: "James and his practice
are a great fit for our form on a number of levels. His experience
in international insolvencies in particular complements our
existing practice mix and clients. We are delighted to have James
join the firm."
A significant portion of Mr. Sullivan's practice also involves an
international component, counseling foreign businesses from Europe,
Asia and South America in connection with US transactions and
business disputes, as well as in contested matters and
international insolvencies. Some of the international insolvencies
in which Mr. Sullivan has been involved include Parmalat, Daewoo,
Refco, Lehman, Fairfield, and Petroplus.
"I am very enthusiastic about the opportunity to join Windels
Marx's Bankruptcy and Creditor's Rights team," said Mr. Sullivan.
"This will be a great chance to help expand and broaden the
practice group across various industries, while using excellent
resources that are already available at the firm, both in their New
York and New Jersey offices."
Prior to joining Windels Marx, Mr. Sullivan was Partner at Moses &
Singer's Business Reorganization, Bankruptcy and Creditors' Rights
practice group for six years, where he guided clients through the
complexities of corporate restructuring and bankruptcy, as well as
distressed situations and complex commercial disputes. He brings a
wealth of experience representing creditors' committees, corporate
debtors, banks, secured and unsecured creditors, trustees and
distressed investors in large Chapter 11 cases, where he has
handled a range of cases for his clients in litigation, trial and
mediation. Before Moses & Singer, Mr. Sullivan was at Arent Fox
and McDermott Will & Emery.
Listed as a New York Super Lawyers(R), Mr. Sullivan is rated AV
Preeminent™ in his field by Martindale-Hubbell. He has been
described by one client as "a smart lawyer who understands business
issues and is always on his clients' side."
Mr. Sullivan is a member and an officer in the Insolvency section
of the International Bar Association, as well as a registered
mediator at the United States Bankruptcy Court for the Eastern and
Southern Districts of New York. He received his J.D. from
Georgetown University Law Centre and his B.A from Boston College.
Mr. Sullivan can be reached at:
James M. Sullivan
Partner
Windels Marx Lane & Mittendorf, LLP
New York, NY
Tel: (212) 237-1170
Fax: (212) 262-1215
Cell: (201) 741-4235
E-mail: jsullivan@windelsmarx.com
About Windels Marx
With offices in New York, New Jersey and Connecticut, Windels Marx
Lane & Mittendorf, LLP -- http://www.windelsmarx.com/-- is a
full-service law firm formed in the mid-nineteenth century. Today,
Windels represents domestic and international clients in banking
and finance, energy and environment, government and tobacco
interests, healthcare, hospitality, insurance, manufacturing, real
estate, technology and intellectual property and transportation.
*********
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
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affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***