/raid1/www/Hosts/bankrupt/TCR_Public/170125.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, January 25, 2017, Vol. 21, No. 24
Headlines
1201 N SWAN: Unsecured Creditors to Get $750 in 3 Distributions
23 FARMS LLC: Case Summary & 17 Largest Unsecured Creditors
AEP INDUSTRIES: S&P Raises CCR to 'BB-' on Acquisition by Berry
AIRXCEL INC: Moody's Assigns B2 Corp. Family Rating
AMERICAN APPAREL: Hires FTI Consulting for Restructuring Support
AMERICAN CONTAINER: Seeks April 21 Exclusivity Period Extension
AMERICAN POWER: Amends Employment Pacts to Shorten Benefit Period
APOLLO MEDICAL: Unit Chosen as Next Gen Accountable Care Org.
ARABELLA EXPLORATION: Taps Miller Johnson as Legal Counsel
ARABELLA EXPLORATION: Taps Ray Battaglia as Legal Counsel
ARRAY CANADA: S&P Assigns 'B' CCR on Good Market Position
AUTHENTIDATE HOLDING: Ex-Director Disagrees with 8-K Disclosure
BBQ BOSS: Seeks to Hire Long Law as Counsel
BEST WAY AUTO: Taps Horn & Associates as Counsel
BJS WHOLESALE: Moody's Affirms B2 Corp. Family Rating
BLUE STAR GROUP: U.S. Trustee Unable to Appoint Committee
BLYSS CONSULTING: Seeks to Hire Vogel Bach as Legal Counsel
BONNIE COPPLE: Martin Buying New Castle Property for $200K
CHESAPEAKE ENERGY: S&P Raises CCR to 'B-' on Improved Liquidity
CHESAPEAKE ENERGY: To Swap 18.8M Common Shares for Pref. Shares
CHICO HEALTH: Seeks to Hire Phil Rhodes as Local Counsel
CHINA FISHERY: Chapter 11 Trustee Seeks to Hire OCPs
CHINA SUNERGY: Grant Thornton Casts Going Concern Doubt
CIRCULATORY CENTER: Case Summary & 20 Largest Unsecured Creditors
COCOA EXPO SPORTS: Case Summary & 20 Largest Unsecured Creditors
COLONEL HOSPITALITY: Taps Durand & Associates as Legal Counsel
COMERCIAL CELTA: Hires Lugo Mender Law Firm as Attorney
CONGREGATION ACHPRETVIA: Proposes $3.58-Mil. of DIP Financing
CONNECT TRANSPORT: Committee to Hike GlassRatner Fee Budget
D.F.P. INC: U.S. Trustee Unable to Appoint Committee
DASEKE INC: Moody's Assigns 'B1' CFR & Rates New Term Loan 'B1'
DAVID SEMAS: MI-16 Buying Personal Property for $7.5 Million
DENNIS RAY JOHNSON: Taps Lewis Glasser as New Legal Counsel
DESERT FUN: U.S. Trustee Unable to Appoint Committee
DON GREEN: Andrewses Buying Suwannee Property for $450K
EL CID RESTAURANT: Taps Gabriel Del Virginia as Attorney
ELECTRICAL COMPONENTS: Moody's Affirms B2 CFR on Fargo Deal
ENERGY TRANSFER: Moody's Rates $2.2BB Secured Term Loan Ba2
ENERGY TRANSFER: S&P Assigns 'BB' Rating on $2.2BB Sr. Loan
EVANS & SUTHERLAND: Peter Kellogg Holds 32.8% Stake as of Jan. 18
EXAMWORKS GROUP: S&P Assigns 'B' Rating on 1st Lien Loan Facility
EXGEN TEXAS: Moody's Lowers Term Loan B to Caa1
FORBES ENERGY: Case Summary & 30 Largest Unsecured Creditors
FORBES ENERGY: Files Chapter 11, to Swap $280M Notes for Equity
GENE CHARLES: Seeks to Hire Sheehan & Nugent as Legal Counsel
GOLDEN MARINA: Auction of Greenfield Properties on April 3
GREAT BASIN: Has 151.2M Outstanding Common Shares as of Jan. 20
GREEN FUEL: Case Summary & 20 Largest Unsecured Creditors
HALLUCINATION MEDIA: Feb. 16 Plan Confirmation Hearing
HEADWATERS INC: S&P Puts 'BB-' CCR on CreditWatch Positive
HOLY NAZARENE DELIVERANCE: Maltz to Auction Brooklyn Property
INFOMOTION SPORTS: Liquidating Trustee Taps Madoff as Counsel
IOWA HEALTHCARE: McKesson Technologies Appointed to Committee
JANE O'BRIEN: Property Not Beneficial to Creditors, Examiner Says
JBL PROPERTIES: Seeks to Hire Vogel Bach as Legal Counsel
JKJ ELECTRIC: Seeks to Pay Meiselman on Contingent Fee Basis
JOSEPH HEATH: Zhang Buying Alexandria Property for $550K
KENT MANOR: Court Allows DIP Loan on Final Basis
LAPS ENTERPRISES: Seeks to Hire Merrill PA as Counsel
LEARNING TREE INT'L: BDO USA, LLP Casts Going Concern Doubt
LEXARIA BIOSCIENCE: Needs More Funds to Continue as a Going Concern
LIBERAL COMMONS: Seeks to Hire Eron Law as Legal Counsel
LIMITED STORES: Hires Donlin Recano as Claims & Noticing Agent
LIMITED STORES: Seeks Court Approval of $6-Mil. DIP Financing
LIMITLESS MOBILE: Telecycling Buying Warehouse Equipment for $73K
LNT SERVICES: Seeks to Hire S&L as Accountant
LOVE GRACE: Case Summary & 20 Largest Unsecured Creditors
LUVU BRANDS: Announces Preliminary Q2 Fiscal 2017 Results
MALLINCKRODT: FTC Settlement No Impact on Moody's Ba3 CFR
MCDERMOTT INT'L: Moody's Alters Outlook to Pos. & Affirms B1 CFR
MEDFORD TRUCKING: Jan. 26 Amended Disclosures Telephonic Hearing
MIAMI NEUROLOGICAL: Case Summary & 20 Largest Unsecured Creditors
MOBILESMITH INC: Board Member Randy Tomlin Assumes Chairman Role
MOBILESMITH INC: CEO Quits; Bob Dieterle Named as Replacement
MODULAR SPACE: Seeks to Hire KPMG as Tax Consultant
MONAKER GROUP: Amends Q3 2015 Form 10-Q to Correct Accounting Error
MOSAIC MANAGEMENT: Seeks to Hire Ricoh USA as Data Consultant
NEXTBT GROUP: Case Summary & 9 Unsecured Creditors
NICKLAS LLC: Hires Bennett Williams as Leasing Broker
NIKOLAOS GARBIDAKIS: Feb. 28 Hearing of Real Property Sale
NINE WEST: Moody's Lowers CFR to Caa3, Outlook Stable
NUKKLEUS INC: Rotenberg Meril Solomon Raises Going Concern Doubt
ONCOBIOLOGICS INC: Pankaj Mohan Reports 32.9% Stake as of Dec. 31
OPTIMA SPECIALTY: Wants $211.7-Mil. DIP Loan From DJJ Capital
OSBORN RESTAURANT: Voluntary Chapter 11 Case Summary
OSPREY UTAH: Taps Ryals Donaldson as Special Counsel
OVERSEAS SHIPHOLDING: Reaches Agreement with SEC on Tax Claims
PEABODY ENERGY: Discovery Capital Unloads Equity Stake
PEABODY ENERGY: Mangrove Partners Offers Alternative Plan
PEABODY ENERGY: Noteholders Seeks Appointment of Retail Committee
PHILADELPHIA HEALTH SYSTEM: U.S. Trustee Forms 4-Member Committee
PILOT TRAVEL: Moody's Rates New Secured Credit Facility "Ba1"
PINNACLE FOODS: Moody's Assigns Ba2 Rating to $2.4BB Term Loan
PINNACLE FOODS: S&P Assigns 'BB+' Rating on Proposed $2.262BB Loan
POSITIVEID CORP: Closes $200,000 SPA with Crossover Capital
PRECISE CORPORATE: U.S. Trustee Unable to Appoint Committee
PRECISION OPTICS: Hershey Reports 16.5% Equity Stake as of Jan. 20
PROMMIS HOLDINGS: 3rd Cir. Affirms Dismissal of Tidwell's Suit
QGOG ATLANTIC: Moody's Affirms Caa1 Rating on Sr. Global Notes
RAILYARD COMPANY: Trustee's Bid to Reject RBC Lease Granted
RESOLUTE ENERGY: Unit Inks Deal to Sell New Mexico Assets for $15M
RL ENTERPRISES: Case Summary & 6 Unsecured Creditors
ROCKFORD PRODUCTS: Asset Auction Scheduled for February 14-16
ROLLOFFS HAWAII: Trustee Taps Klevansky Piper as Legal Counsel
S-3 PUMP: Pacific Western Buying Collateral to Satisfy Claim
SCOTT A. BERGER: Intends to File Plan of Reorganization by April 3
SECURED ASSETS: Taps Dickson Realty as Real Estate Broker
SEPCO CORP: Seeks May 10 Extension of Plan Filing Deadline
SOLERA LLC: Moody's Alters Outlook to Neg on Incremental Debt
STONE ENERGY: Auction of Appalachia Assets Set for February 8
TARTAN CONTROLS: Chapter 15 Case Summary
THIRD COAST INDUSTRIAL: Taps Nelson M. Jones as Legal Counsel
TLC HEALTH: Can Get DIP Financing From Brooks Memorial Hospital
TRANSGENOMIC INC: Dissident Investor Defers Note Maturity Date
TRANSTAR HOLDING: Moody's Rates $69.7MM DIP Term Loan 'B1'
TRAVEL LEADERS: Upsized 1st Lien Loan No Impact on Moody's Ratings
TRINITY TEMPLE: Unsecureds to Get 9-100% Over 12-18 Months
TRONOX LTD: S&P Lowers CCR to 'B' on Weak Performance
TS WAXAHACHIE: Voluntary Chapter 11 Case Summary
U.S. EDGE: Committee Taps Casner & Edwards as Legal Counsel
UBK A LLC: Case Summary & 6 Unsecured Creditors
UNITED CONTINENTAL: S&P Assigns 'BB-' Rating on $500MM Sr. Notes
UP FIELDGATE: Seeks to Hire Latham Shuker as Legal Counsel
UP FIELDGATE: Taps Consulting CFO as Financial Advisor
VAPOR CORP: 10 Million Series A Warrants Validly Tendered
VECTOR GROUP: Moody's Rates $850MM Secured Notes Offering Ba3
VICON INDUSTRIES: BDO USA, LLP Raises Going Concern Doubt
VYCOR MEDICAL: Fountainhead Holds 55.7% Equity Stake as of Jan. 11
WILDHORSE RESOURCE: Moody's Assigns B3 Corp. Family Rating
WILDHORSE RESOURCE: S&P Assigns 'B' CCR; Outlook Stable
WK CAPITAL: Case Summary & 6 Unsecured Creditors
X K SPORTS: Atlantic 130 Buying Sterling Property for $1.3 Million
[*] GlassRatner Advisory & Capital Announces Strategic Alliance
[*] Jeffrey Cohen Joins Lowenstein Sandler's Bankruptcy Practice
*********
1201 N SWAN: Unsecured Creditors to Get $750 in 3 Distributions
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1201 N. Swan, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a disclosure statement referring to the
Debtor's plan of reorganization.
Class 3 general unsecured claims are impaired under the Plan.
Holders of allowed Class 3 Claims will share pro rata in three $750
distributions. The first $750 distribution will be made on the
first business day of the first month, starting 30 days after the
Effective Date. The second $750 distribution will be distributed
120 days after the first payment. The third and final $750
distribution will be made 120 days after the second distribution.
Payments and distributions under the Plan will initially be funded
from the equity contribution of the Class 4 Equity Security
Holders. One of the LLC's that the Jean Marie Mentzer and William
Francis Mentzer Revocable Living Trust owns is in the process of
selling one of the houses it owns to Anna Mentzer using
conventional financing through U.S. Bank, NA. The Trust
anticipates netting in excess of $50,000 from the sale. The Sale
is scheduled to close by Feb. 15, 2017. This funding will be used
to pay plan payment and to fund the renovation of the certain
rental property located at 1201 North Swan Road, Tucson, Arizona.
Thereafter the plan payments will be generated by rents received
for the Property. The Debtor anticipates that after the renovation
it will be able to receive $650 per month from the small unit and
$950 per month from the more spacious 4 bedroom unit.
The Disclosure Statement is available at:
http://bankrupt.com/misc/azb16-09256-34.pdf
Headquartered in Tucson, Arizona, 1201 N. Swan, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No.
16-09256) on Aug. 11, 2016, estimating its assets and liabilities
at between $100,001 and $500,000 each. Kasey C. Nye, Esq., at
Kasey C. Nye, Lawyer, PLLC, serves as the Debtor's bankruptcy
counsel.
23 FARMS LLC: Case Summary & 17 Largest Unsecured Creditors
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Debtor: 23 Farms, LLC
8380 SE 110th St
Newberry, FL 32669-7406
Case No.: 17-10015
Chapter 11 Petition Date: January 20, 2017
Court: United States Bankruptcy Court
Northern District of Florida (Gainesville)
Judge: Hon. Karen K. Specie
Debtor's Counsel: Lisa Caryl Cohen, Esq.
RUFF & COHEN, P.A.
4010 Newberry Road, Ste. G
Gainesville, FL 32607
Tel: 352 / 376-3601
Fax: 352 / 378-1261
E-mail: LisaCohen@bellsouth.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joey D. Langford, II, managing member.
A copy of the Debtor's list of 17 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flnb17-10015.pdf
AEP INDUSTRIES: S&P Raises CCR to 'BB-' on Acquisition by Berry
---------------------------------------------------------------
S&P Global Ratings said that it has raised its corporate credit
rating on AEP Industries Inc. to 'BB-' from 'B' and removed all of
its ratings on the company from CreditWatch, where S&P placed them
with positive implications on Aug. 25, 2016. The outlook is
stable.
At the same time, S&P withdrew all of its ratings on AEP's debt
because it has been fully repaid.
Subsequently, S&P withdrew its corporate credit rating on AEP
Industries Inc.
"These actions follow the closing of Evansville, Ind.-based Berry
Plastics Group's $765 million acquisition of Montvale, N.J.-based
AEP Industries Inc.," said S&P Global credit analyst Daniel Lee.
Following the close of the transaction, S&P expects AEP to be fully
integrated into Berry's Engineered Materials operating segment.
Therefore, S&P has equalized its corporate credit rating on AEP
Industries with S&P's corporate credit rating on Berry Plastics.
In conjunction with the acquisition, AEP Industries' existing debt
was fully repaid. Therefore, S&P subsequently withdrew all of its
ratings on the company.
AIRXCEL INC: Moody's Assigns B2 Corp. Family Rating
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Moody's Investors Service assigned a first-time B2 corporate family
rating (CFR) and a B2-PD probability of default rating (PDR) to
Airxcel, Inc., a manufacturer of products for recreational vehicles
(RVs). Concurrently, Moody's assigned a B2 rating to the company's
proposed $300 million senior secured notes. The rating outlook is
stable.
The proceeds from the notes will be used to fund a dividend, to
refinance all existing debt and to cover fees and expenses. The new
capital structure will also consist of a $40 million ABL revolver
(not rated by Moody's), which will be undrawn at close.
"Financial leverage at 5.1 times pro forma for the transaction and
the acquisitions of MCD Innovations and Dicor Corporation (both
completed in September 2016) is high given the company's small
size, significant customer concentration and exposure to the
cyclical RV market," stated Moody's analyst Todd Robinson.
"However, Moody's expects stable end market demand will result in
low single digit earnings growth and that leverage will decline to
around 4.5 times over the next 12 to 18 months," continued Todd
Robinson.
The company's good liquidity profile also helps to alleviate
concerns. Moody's expects positive free cash flow generation, ample
availability under the revolver and no issues around the springing
fixed charge coverage covenant. However, Moody's believes that the
company may use cash and the revolver to fund small tuck-in
acquisitions.
Moody's assigned the following ratings:
Corporate Family Rating of B2
Probability of Default Rating of B2-PD
$300 million senior secured notes due 2022 at B2 (LGD4)
Stable outlook
All ratings are subject to review of final documentation.
RATINGS RATIONALE
Airxcel's B2 CFR reflects its high leverage, modest scale, high
customer concentration and significant exposure to the cyclical RV
market. While Moody's anticipates low single digit revenue and
earnings growth in the forecast period, profitability is subject to
significant deterioration during economic downturns, as was seen
with a 32% revenue decline between 2007 to 2009. However, the
rating is supported by the company's strong market position, high
margins and good liquidity. The company also has a presence in the
RV aftermarket, which provides stability given the existing fleet
of around 10 million RVs in the United States.
The stable outlook reflects Moody's expectation that modest growth
in end market demand will result in improving credit metrics over
the next 12 to 18 months. Combined with the company's good
liquidity profile, this helps to offset concerns around high
leverage and the cyclical end markets.
The rating could be downgraded if free cash flow significantly
deteriorates or if Moody's expects earnings to materially decline
due to weak end market demand or the loss of a material customer.
Specifically, if leverage increases to above 5.5 times or if free
cash flow to debt declines into the low single digits the rating
could be downgraded.
A rating upgrade is unlikely at the present time given the
company's modest scale, niche product offering, and the cyclical
nature of its end markets. If the company expands its scale and if
Moody's expects leverage to be sustained below 4 times while free
cash flow to debt exceeds 10% the rating could be upgraded.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
Airxcel manufactures products such as air conditioning and
ventilation systems, furnaces, water heaters, window coverings and
roofing membranes for RVs. The company also manufactures specialty
air conditioners, environmental control units and heat pumps for
the telecommunications, education and multi-tenant housing end
markets. The company generated about $397 million in revenue in the
twelve months ended September 30, 2016, pro forma for acquisitions.
Airxcel is owned by One Rock Capital Partners.
AMERICAN APPAREL: Hires FTI Consulting for Restructuring Support
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American Apparel, LLC, and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ FTI Consulting, Inc., to provide restructuring support for
the Debtors and Debtor-in-Possession, nunc pro tunc to November 29,
2016.
The Debtors require FTI to render these services:
Phase I: Statements and Schedules: advise and assist the
Debtors in the compilation, preparation and review of the Statement
of Financial Affairs and the Schedule of Assets and Liabilities as
required by the Bankruptcy Court.
Phase II: Other Financial Services: assist with such other
accounting and financial advisory services as requested by the
Debtors consistent with the role of a financial advisor and not
duplicative of services provided by other professionals.
The Debtors have agreed to pay FTI the proposed compensation in
the Engagement Letter:
a. For Statements and Schedules:
FTI will be paid a fixed fee of $100,000 for preparing
the Debtors' Statements and Schedules.
b. For Other Financial Services:
FTI will be paid at these hourly rates:
Senior Managing Directors $825-$995
Directors/Managing Directors $615-$815
Consultants/Senior Consultants $325-$596
Administrative/Paraprofessionals $130-$260
The Debtors agreed to a minimum fee of $300,000 for this phase of
the engagement.
Hourly fees incurred in connection with "Phase 2: Other Financial
Services" will be applied towards the Minimum Fee. In addition, in
the event that any of the Company’s international subsidiaries
retains FTI or any of its affiliates, 50% of the fees incurred in
connection with those matters shall be applied as a credit against
the Minimum Fee.
FTI shall only seek reimbursement for airfare equal to the lowest
cost direct flight, coach class.
Andrew Hinkelman, senior managing director of FTI Consulting, Inc.,
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.
FTI may be reached at:
Andrew Hinkelman
FTI Consulting, Inc.
One Front St Ste 1600
San Francisco, CA 94123
Tel: 415.283.4214
Fax: 415.283.4700
About American Apparel, LLC
American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United
States.
American Apparel and its affiliates filed for
chapter 11
protection in October 2015, confirmed a fully
consensual plan of reorganization in January 2016, and
substantially consummated that plan on Feb. 5,
2016. Unfortunately, the business turnaround plan upon which the
Debtors' plan of reorganization was premised failed.
American Apparel LLC, along with five of its affiliates,
again
sought bankruptcy protection (Bankr. D. Del. Lead Case
No.
16-12551) on Nov. 14, 2016, with a deal to sell the
assets. The petitions were signed by Bennett L. Nussbaum, chief
financial officer.
As of the bankruptcy filing, the Debtors estimated assets
and
liabilities in the range of $100 million to $500 million
each. As of the Petition Date, the Debtors had outstanding debt
in the aggregate principal amount of approximately $215 million
under their prepetition credit facility. Additionally, the Debtors
have guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, court
document shows.
The Debtors have hired Laura Davis Jones, Esq. and James
E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as
counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and
Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley
Research Group, LLC as financial advisors; Houlihan Lokey as
investment banker; and Prime Clerk LLC, as claims and noticing
agent.
An Official Committee of Unsecured Creditors is represented
by
lawyers at Bayard P.A. and Cooley LLP.
AMERICAN CONTAINER: Seeks April 21 Exclusivity Period Extension
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American Container, Inc. asks the U.S. Bankruptcy Court for the
Western District of Tennessee to further extend the exclusive
period within which the Debtor has the exclusive right file a Plan
and Disclosure Statement through and including April 21, 2017.
The Debtor relates that it is selling surplus equipment and
vehicles that are not necessary for future operations. Because it
is uncertain of the prices to be obtained for this property, it
would be difficult for the Debtor to present a meaningful Plan and
Disclosure Statement at this time.
The Debtor further relates that it has employed an auction company
to sell these equipment that will not be necessary for operations,
and a Motion to Sell Free and Clear of Liens has been set for
hearing on February 7, 2017. An auction is expected to be conducted
on February 10, if the Motion is approved. However, the current
deadline to file the Plan and Disclosure Statement had expired on
January 20.
Further, the Debtor asserts that allowing the partial sale to move
forward would allow the Debtor to further evaluate and plan for a
sale of its remaining operating assets, including its building.
About American Container
American Container, Inc., filed a chapter 11 petition (Bankr. W.D.
Tenn. Case No. 16-26399) on July 15, 2016. The petition was signed
by Steve Harris, president. The Debtor is represented by Russel W.
Savory, Esq., at Beard & Savory, PLLC. The case is assigned to
Judge Paulette J. Delk. The Debtor disclosed total assets at $2.55
million and total debts at $4.30 million at the time of the
filing.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of American Container, Inc.
AMERICAN POWER: Amends Employment Pacts to Shorten Benefit Period
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American Power Group Corporation amended the employment agreements
with Maurice Needham, its chairman, Lyle E. Jensen, its president
and chief executive officer and Charles E. Coppa, its chief
financial officer and treasurer.
Maurice Needham
If the Company terminates Mr. Needhams's employment without cause
during the terms of the employment agreement and Mr. Needham
executes a release in favor of the Company, the Company will
provide Mr. Needham with continuation of his base salary and
benefits for a period of three months after termination. Prior to
the amendment, Mr. Needham was to receive twelve months of
payments.
Lyle E. Jensen
If the Company terminates Mr. Jensen's employment without cause
during the terms of the employment agreement and Mr. Jensen
executes a release in favor of the Company, the Company will
provide Mr. Jensen with continuation of his base salary and
benefits for a period of three months after termination. Prior to
the amendment, Mr. Jensen was to receive nine months of payments.
Charles E. Coppa
If the Company terminates Mr. Coppa's employment without cause
during the terms of the employment agreement and Mr. Coppa executes
a release in favor of the Company, the Company will provide Mr.
Coppa with continuation of his base salary and benefits for a
period of three months after termination. Prior to the amendment,
Mr. Coppa was to receive six months of payments.
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc. -- http://www.americanpowergroupinc.com/--
provides a cost-effective patented Turbocharged Natural Gas
conversion technology for vehicular, stationary and off-road mobile
diesel engines. American Power Group's dual fuel technology is a
unique non-invasive energy enhancement system that converts
existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time. The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent. The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures. Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.
American Power reported a net loss available to common stockholders
of $10.40 million on $1.86 million of net sales for the year ended
Sept. 30, 2016, compared to a net loss available to common
stockholders of $1.04 million on $2.95 million of net sales for the
year ended Sept. 30, 2015.
As of Sept. 30, 2016, American Power had $9.79 million in total
assets, $8.16 million in total liabilities and $1.62 million in
total stockholders' equity.
Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2016, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern.
APOLLO MEDICAL: Unit Chosen as Next Gen Accountable Care Org.
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Apollo Medical Holdings, Inc., announced that one of its
subsidiaries, APA ACO, Inc. has been selected to participate in the
Centers for Medicare & Medicaid Service's accountable care
organization model called the Next Generation ACO Model, advancing
the Administration's health care system goals and building on
experience from the Pioneer ACO Model and the Medicare Shared
Savings Program. Through this innovative Model, CMS will partner
with APA ACO, Inc. and other ACOs experienced in coordinating care
for populations of patients and whose provider groups are ready to
assume higher levels of financial risk and reward under this new
Advanced Alternative Payment Model. This is in accordance with the
Department of Health and Human Service's goal of tying 30 percent
of traditional, or fee-for-service, Medicare payments to
alternative payment models, such as ACOs, by the end of 2016, and
tying 50 percent of payments to these models by the end of 2018.
18 ACOs participated in the Next Generation ACO Model for the 2016
performance year, and 27 were selected by CMS for the 2017
performance year, bringing the total number of Next Generation ACOs
to 45. These organizations were selected through an open and
competitive process from a large applicant pool that included many
qualified organizations.
APA ACO, Inc. is jointly owned by ApolloMed and Network Medical
Management, both nationally recognized for high quality,
cost-efficient care and for being closely aligned with community
providers including hospitals, physician offices, ambulatory
diagnostic and surgical centers, skilled nursing facilities, rehab
services, mental health services, urgent care centers and home
health services.
"We are extremely pleased to have been chosen to participate in the
Next Generation ACO Model stemming from our years of experience in
providing high quality, cost-efficient, coordinated care in other
Medicare Shared Savings Program ACOs," stated Warren Hosseinion,
M.D., chief executive officer of Apollo Medical Holdings.
"ApolloMed and Network Medical Management consider this partnership
with CMS an important step towards advancing Alternative Payment
Models (APMs) of care that reward value over volume in care
delivery under Medicare Payment Reform (MACRA)."
APA ACO's provider network has significant experience coordinating
care for populations of patients through initiatives, including,
but not limited to, the Medicare Shared Savings Program and
alternative payment models. The NGACO Model organizations were
selected by fulfilling specific eligibility criteria outlined in
the Request for Applications found at the Next Generation ACO Model
web page.
The Next Generation ACO Model is part of the HHS's efforts to
create opportunities for providers to enter into alternative
payment models and meet the Secretary's goals announced on
Jan. 26, 2015, to move an increasing percentage of Medicare
payments into models that pay providers based on the quality of
care.
About Apollo Medical
Glendale, Calif.-based Apollo Medical Holdings, Inc. (OTCMKTS:AMEH)
-- http://www.apollomed.net/-- provides hospitalist services in
the Greater Los Angeles, California area.
Apollo Medical reported a net loss of $9.34 million on $44.0
million of net revenues for the year ended March 31, 2016, compared
with a net loss of $1.80 million on $33.0 million of net revenues
for the year ended March 31, 2015.
As of Sept. 30, 2016, Apollo Medical had $14.95 million in total
assets, $9.15 million in total liabilities, $7.07 million in
mezzanine equity, and a total stockholders' deficit of $1.28
million.
ARABELLA EXPLORATION: Taps Miller Johnson as Legal Counsel
----------------------------------------------------------
Arabella Exploration, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Miller Johnson.
Miller Johnson will serve as co-counsel with the Law Offices of Ray
Battaglia, PLLC, another law firm tapped by the Debtor to be its
legal counsel.
The services to be provided by Miller Johnson include:
(a) advising the Debtor regarding its rights, powers and
duties in the continued management and operation of its
financial affairs and property;
(b) assisting in the preparation of schedules and statement
of affairs;
(c) attending meetings and negotiating with representatives
of creditors;
(d) advising the Debtor regarding the conduct of its case;
(e) advising the Debtor on matters relating to the evaluation
of the assumption, rejection or assignment of unexpired
leases and executory contracts;
(f) taking all necessary actions to protect and preserve the
Debtor's estate, including negotiating and facilitating
the sale of estate assets, the prosecution of actions on
Debtor's behalf, the defense of any actions commenced
against the estate, negotiations concerning all
litigation in which the Debtor may be involved and
objections to claims filed against the estate;
(g) assisting in formulating and prosecuting a Chapter 11
plan and disclosure statement; and
(h) appearing before the bankruptcy court and the Office of
the U.S. Trustee.
The hourly rates charged by the firm are:
Members $300 - $495
Non-Associate Attorneys $300 - $495
Associates $190 - $300
Paralegals $155 - $195
The attorneys designated to represent the Debtor are:
John Piggins $460
Robert Wolford $420
David Hall $370
Rachel Hillegonds $300
John Piggins, Esq., disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Miller Johnson can be reached through:
John T. Piggins, Esq.
Robert D. Wolford, Esq.
Rachel L. Hillegonds, Esq.
Miller Johnson
P.O. Box 306
Grand Rapids, MI 49501-0306
Tel: (616) 831-1700
Email: pigginsj@millerjohnson.com
Email: wolfordr@millerjohnson.com
Email: hillegondsr@millerjohnson.com
About Arabella Exploration LLC
Arabella Exploration, LLC, an oil and natural gas company, filed a
voluntary petition for relief under chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 17-40120) on January 8, 2017. The
petition was signed by Charles (Chip) Hoebeke, manager.
The case is assigned to Judge Russell F. Nelms in Ft. Worth, Texas.
Charles Hoebeke of Rehmann Turnaround and Receivership serves the
Debtor's chief restructuring officer.
At the time of the filing, the Debtor estimated $1 million to $50
million in assets and liabilities. The Debtor did not include a
list of its largest unsecured creditors when it filed the petition.
ARABELLA EXPLORATION: Taps Ray Battaglia as Legal Counsel
---------------------------------------------------------
Arabella Exploration, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire the Law Offices of
Ray Battaglia, PLLC.
Battaglia will serve as co-counsel with Miller Johnson, another law
firm tapped by the Debtor to be its legal counsel. The firm will:
(a) take all necessary actions to protect and preserve the
Debtor's estate, including the negotiation of disputes in
which the Debtor is involved, and analysis and
preparation of objections to claims filed against the
bankruptcy estate;
(b) prepare court papers;
(c) assist in the preparation and negotiation of a bankruptcy
plan;
(d) challenge the extent, validity or priority of liens; and
(e) analyze or prosecute any Chapter 5 and other causes of
action.
The billing rate for Raymond Battaglia, Esq., a managing member of
the firm, is $450 per hour.
Mr. Battaglia 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:
Raymond W. Battaglia, Esq.
Law Offices of Ray Battaglia, PLLC
66 Granburg Circle
San Antonio, TX 78218
Tel: 210-601-9405
Fax: (210) 855-0126
Email: rbattaglialaw@outlook.com
About Arabella Exploration LLC
Arabella Exploration, LLC, an oil and natural gas company, filed a
voluntary petition for relief under chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 17-40120) on January 8, 2017. The
petition was signed by Charles (Chip) Hoebeke, manager.
The case is assigned to Judge Russell F. Nelms in Ft. Worth, Texas.
Charles Hoebeke of Rehmann Turnaround and Receivership serves the
Debtor's chief restructuring officer.
At the time of the filing, the Debtor estimated $1 million to $50
million in assets and liabilities. The Debtor did not include a
list of its largest unsecured creditors when it filed the petition.
ARRAY CANADA: S&P Assigns 'B' CCR on Good Market Position
---------------------------------------------------------
S&P Global Ratings said it assigned its 'B' long-term corporate
credit rating to Toronto-based in-store marketing services provider
Array Canada Inc. The outlook is stable.
At the same time, S&P Global Ratings assigned its 'B' issue-level
rating and '4' recovery rating to Array's proposed US$275 million
first-lien term loan, US$45 million delayed draw term loan, and
US$40 million revolver. The '4' recovery rating reflects the
expectation of average (30%-50%) recovery in the event of default.
"The ratings on Array reflect the company's good market position in
an otherwise fragmented North American cosmetic merchandising
market, along with its high debt leverage and ownership by a
financial sponsor," said S&P Global Rating credit analyst Nayeem
Islam.
The company provides in-store marketing services for cosmetic
retailers and brand manufacturers.
Array's weak business risk profile reflects the company's narrow
business focus and limited geographic and customer diversity,
partially offset by Array's good market position in an industry
with favorable growth prospects. The majority of earnings are
concentrated in the U.S. with significant customer concentration,
as the top three customers account for almost half of total
revenue. This is partially offset by favorable demand and industry
prospects of the underlying cosmetics market. S&P expects the
cosmetics industry will grow at mid-single-digit percentage
annually, given consumers' incessant quest for agelessness, as well
as rising wealth among millennials. Millennials are less loyal to
individual brands and more willing to experiment with new products.
Although their shopping is more heavily skewed toward online and
mobile devices, product sampling in retail stores also influences
their decisions on beauty product purchases. As a result, Array
should benefit from modest growth as retailers and cosmetic brands
continue to innovate their styles, products, and retail displays to
create differentiation and attract new customers.
"We classify Array as a container and packaging company, as its
products are used as advertising at the point of sale. However, we
recognize that Array differentiates itself from traditional
packaging companies through its value-added services, custom
product designs, and ability to meet short turnaround times of its
customers. We believe Array's service offerings and long-standing
client relationships ultimately translate into pricing power and
high margins. In addition, unlike other packaging companies,
Array's operations are relatively asset-light, and as such the
company's low capital expenditures support good conversion of
EBITDA into free cash flow," S&P said.
The stable outlook reflects S&P's view that Array will maintain a
S&P Global Ratings-adjusted debt-to-EBITDA ratio of about 5x-6x as
it organically expands its market position through new store wins
as well as updates to existing in-store merchandising solutions.
S&P expects the company to generate positive free cash flow
supported by its relatively high profit margins and low capital
intensity.
S&P could lower the rating if S&P Global Ratings-adjusted
debt-to-EBITDA ratio approaches 7x, which S&P believes would be
precipitated by more than 500 basis points of margin pressure
stemming from lower demand, or increased competition or operational
issues, coinciding with sustained negative free cash flow
generation.
Although unlikely in the near term, S&P could raise the rating if
debt leverage improves to the mid-to-low 4x area, and S&P become
convinced that the company is unlikely to make leveraging
transactions, such as debt-financed dividends or acquisitions.
AUTHENTIDATE HOLDING: Ex-Director Disagrees with 8-K Disclosure
---------------------------------------------------------------
Authentidate Holding Corp. has amended its current report on Form
8-K originally filed with the Securities and Exchange Commission on
Jan. 18, 2017, disclosing the resignation of Mr. Ronald C. Oklewicz
as a director of the Company. The Company revised the Current
Report in order to: (1) update certain information under the
Initial Form 8-K, and (2) file as an exhibit a letter received from
Mr. Oklewicz in response to the Form 8-K disclosure.
The Company received a letter from Mr. Oklewicz on Jan. 18, 2017,
stating that he disagreed with the Company's description in the
Initial Form 8-K of the circumstances regarding his resignation.
"I strongly disagree with the content of the 8k disclosure. The
disclosure contains misrepresentation of the facts and makes
unsubstantiated allegation, such as "my positions were more aligned
with those of Mr. Hersperger rather than the Company." This
allegation is simply not true. I have always upheld my duty of
loyalty to the Company. Any unpopular adversarial actions I may
have undertaken were to bring resolve to the many behavioral,
organizational and performance deficiencies facing management that
continue to go unresolved. My actions were solely focused on
strengthening value for all shareholders and never for the benefit
of one individual or group of shareholders" Mr. Oklewicz stated.
The Company disagrees with Mr. Oklewicz's statement in the Response
Letter that the Company's "disclosure contains misrepresentation of
the facts". The Company said it has no further comment on the
Response Letter at this juncture.
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.
BBQ BOSS: Seeks to Hire Long Law as Counsel
-------------------------------------------
BBQ Boss, LLC asks the U.S. Bankruptcy Court for the Northern
District of Alabama, Eastern Division, to approve the employment of
Harry P. Long as attorney.
Professional services to be rendered by counsel are:
a. To give legal advice with respect to his powers and duties
as Debtor-in-Possession;
b. To negotiate and formulate a plan of arrangement under
Chapter 11 which will be acceptable to the creditors;
c. To deal with secured lien claimants regarding arrangements
for payment of his debts and/or contesting the validity of same;
d. To prepare the necessary petition, answers,orders, reports
and other legal papers; and
e. To provide all other services which may be necessary.
Hourly basis for Mr. Long and for each other person expected to
perform work is $370 per hour. The Debtor-in-Possession proposes to
pay Mr. Long 75% of his regular hourly rate plus 100% of all
out-of-pocket expenses incurred by the attorney in the course of
the representation.
Mr. Long attests that he is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The Attorney can be reached through:
Harry P. Long, Esq.
THE LAW OFFICES OF HARRY P. LONG, LLC
P.O. Box 1468
Anniston, AL 36202
E-mail: ecfpacer@gmail.com
About BBQ Boss, LLC
BBQ Boss, LLC of Oxford, AL, filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Court (Bankr. N.D. Ala.
Case No. 17-40046) on January 12, 2017. The Debtor is represented
by Harry P. Long, Esq.
As of filing, the Debtor estimates less than $1 million in assets
and liabilities.
BEST WAY AUTO: Taps Horn & Associates as Counsel
------------------------------------------------
Best Way Auto & Truck Leasing, Inc asks the U.S. Bankruptcy Court
for the Middle District of Florida, Tampa Division, to approve the
employment of Ian Horn, Esq. of the law firm of Horn & Associates,
to represent the Debtor-in-Possession nunc pro tunc to December 19,
2016.
Professional services to be rendered by the firm are:
a. To give advice to the Debtor with respect to its powers,
rights and duties as a Debtor-in-Possession and the continued
management of his business operations and other financial affairs;
b. To advise and assist the Debtor in the preparation of its
petition, schedules, and statements of financial affairs, and in
any amendments to the same;
c. To advise the Debtor with respect to its responsibilities
in complying with the U.S. Trustee's Operating Guidelines and
Reporting requirements and with the rules of the Court;
d. To assist and advice the Debtor in connection with the
administration of the case;
e. To review and analyse the claims made by creditors in this
case, and negotiate with such creditors;
f. To prepare and prosecute litigation on behalf of the
Applicant;
g. To review any other legal documents necessary for the
administration of the case;
h. To advise and negotiate with respect to the sale of any or
all assets of the estate;
i. To represent the Debtor in negotiation with his creditors
in the preparation and proposal of a Plan of Reorganization;
j. To prepare and/or review all motions, applications,
adversary proceedings, orders, and other papers filed before the
Court;
k. To perform all other legal services that are in the best
interest of the estate and its creditors.
Ian Horn, Esq. declares that he and his law firm are "disinterested
persons" as required by 11 U.S.C. Section 327(a) and as defined by
11 U.S.C. Section 101(14).
Ian Horn, Esq. charges $400.00 per hour for his time. The time of
paraprofessionals and legal assistants in his office is billed at
rates from $100-$200 per hour, depending on the experience of the
individual and the nature of work.
The Firm can be reached through:
Ian Horn, Esq.
HORN & ASSOCIATES
P.O. Box 691
Brandon, FL 33509
Tel: (813) 545-1067
Fax: 813-689-5794
Email: IanHornLaw@gmail.com
About Best Way Auto & Truck Rental
Best Way Auto & Truck Rental, Inc of Tampa, FL, filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code
(Bankr. M.D. Fla. Case No. 16-10740) on December 19, 2016. The
petition was signed by John Keena, president/owner. The Debtor is
represented by Ian Horn, Esq. of Horn & Associates.
As of the bankruptcy filing date, Best Way Auto & Truck Rental
estimated under $50,000 in assets and $1 million to $10 million in
liabilities.
BJS WHOLESALE: Moody's Affirms B2 Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family of BJS
Wholesale Club, Inc. The outlook is stable.
"The affirmation considers the impact on BJS credit profile of the
newly-announced roughly $700 million debt-financed dividend that is
being paid to sponsor owners Leonard Green Partners and CVC Capital
Partners, which represents the third dividend totaling around $1.8
billion since the September 2011 close of the LBO," stated Moody's
Vice President Charlie O'Shea. "While this is a continuation of the
highly-aggressive financial policy, given the improvements in
operating performance and leverage reductions over the past couple
of years which have created some cushion in the rating, this new
dividend can be absorbed with no rating or outlook impact."
Issuer: BJS Wholesale Club Inc
Assignments:
1st Lien Senior Secured Term Loan, Assigned B3 (LGD4)
2nd Lien Senior Secured Term Loan, Assigned Caa2 (LGD5)
Affirmations:
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
1st Lien Senior Secured Term Loan B, Affirmed B3 (LGD4)
2nd Lien Senior Secured Term Loan, Affirmed Caa2 (LGD5)
Outlook Actions:
Outlook, Remains Stable
RATINGS RATIONALE
The B3 Corporate Family and Probability of Default ratings reflect
BJS strong competitive position in the geographies in which it has
chosen to operate, and the "annuity" features of its membership
program, which generates over $250 million in annual EBITDA.
Ratings also consider the company's aggressive sponsor-driven
financial policy, which when factoring in the currently
contemplated approximately $700 million distribution, will result
in a total of around $1.8 billion in extractions since the close of
the LBO, or roughly 3 times the original investment. The stable
outlook reflects Moody's expectation that BJS will deploy
effectively all of its free cash flow to debt reduction, which will
bring leverage down to the mid 6 times range over the next 12-24
months. Given the company's highly-aggressive financial policy, an
upgrade is unlikely in the near term. Over time, an upgrade could
occur if BJS's financial policy tempers such that the company can
meaningfully reduce its leverage via application of free cash flow,
with a level below 6.5 times necessary for consideration to be
given to an upgrade, with interest coverage as measured by
EBITA/interest sustained above 1.5 times. Ratings could be
downgraded if there are additional debt-financed extractions of
equity much beyond the contemplated $700 million, liquidity
weakens, or if its credit metrics deteriorate such that
EBITA/interest begins to approach 1 time.
The principal methodology used in these ratings was Retail Industry
published in October 2015.
BJS's Wholesale Club, Inc., based in Westborough, Massachusetts, is
a leading warehouse club retailer, with 212 locations in 15 states.
Annual revenues are approximately $12.4 billion. The company was
taken private in September 2011 in a leveraged transaction by
affiliates of Leonard Green Partners ("LGP") and CVC Capital
Partners ("CVC") for around $3 billion.
BLUE STAR GROUP: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Jan. 23 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Blue Star Group, Inc. and its
affiliates.
Blue Star Group, Inc., Barwood, Inc., Checker Transportation
Company, Inc., City Lease, Inc., Fleet Tech, Inc., and Silver
Spring Transportation Company, each filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code on December 20,
2016. The petitions were signed by Lee Barnes, president.
On December 22, 2016, the U. S. Bankruptcy Court for the District
of Maryland granted the Debtors' motion seeking to have these cases
jointly administered with Blue Star Group, Inc. serving as the lead
case (Case No.: 16-26548-TJC). The case is assigned to Judge Thomas
J. Catliota.
The Debtors are represented by Alan M. Grochal, Esq., Marissa K
Lilja, Esq., and Joseph Michael Selba, Esq. of Tydings & Rosenberg,
LLP.
As of December 31, 2015, the Debtors and certain non-debtor driver
partners had approximately $4.5 million in assets and approximately
$5.4 million in liabilities. The Debtors have 57 employees.
In its petition, Blue Star Group listed under $50,000 in assets and
under $10 million in liabilities. Barwood Inc. listed under $10
million in assets, and under $500,000 in liabilities. Fleet Tech
listed under $100,000 in both assets and liabilities.
BLYSS CONSULTING: Seeks to Hire Vogel Bach as Legal Counsel
-----------------------------------------------------------
Blyss Consulting Group Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire legal counsel.
The Debtor proposes to hire Vogel Bach & Horn, LLP to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.
Vogel Bach will be paid an hourly rate of $225 for its services.
Eric Horn, Esq., 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:
Eric H. Horn, Esq.
Shirin Movahed, Esq.
Vogel Bach & Horn, LLP
1441 Broadway, 5th Floor
New York, NY 10018
Tel. (212) 242-8350
Fax (646) 607-2075
Email: ehorn@vogelbachpc.com
About Blyss Consulting Group
Blyss Consulting Group Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13384) on December
5, 2016. The petition was signed by Jonathan Einhorn, president.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
BONNIE COPPLE: Martin Buying New Castle Property for $200K
----------------------------------------------------------
Bonnie Copple asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania to authorize the sale of the real property
located at 3459 Tuscarora Drive, New Castle, Pennsylvania, to Jay
Martin for $200,000.
The Debtor is the co-owner of Property. Her spouse and co-owner of
the Property, Patrick Copple, consents and joins in the Motion for
Sale.
The Debtor has received an offer to purchase the Property as set
forth in the Purchase and Sale Agreement dated Dec. 5, 2016 from
the Buyer, an adult individual, or his assigns. The Debtor has
executed the Purchase and Sale Agreement for the purchase price of
$200,000. The Real Property is being sold as-is, where-is.
A copy of the Purchase and Sale Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Bonnie_Copple_66_Sales.pdf
The Respondents which may hold liens, claims and encumbrances
against the Property are: (i) Internal Revenue Service; (ii)
Commonwealth of Pennsylvania Department of Revenue; (iii) Lawrence
County Tax Office; (iv) Commonwealth of Pennsylvania Department of
Community and Economic Development; (v) Huntington National Bank;
(vi) First National Bank of PA; (vii) Metal Services, LLC; (viii)
Phoenix Services, LLC; (ix) Reed Oil Co.; (x) Capital One Bank
USA.
The liens, claims and encumbrances will be transferred to the
proceeds of the sale, if and to the extent that they may be
determined to be valid liens against the Property in accordance
with their validity and priority.
The Debtor believes that the proposed sale is fair and reasonable
and acceptance and approval of the same is in the best interest of
the Estate. Accordingly, the Debtor asks that the Court enter an
Order approving the sale of the Property free and clear of all
liens, claims and encumbrances.
Counsel for the Debtor:
Robert O Lampl, Esq.
John P. Lacher, Esq.
David L. Fuchs, Esq.
Ryan J. Cooney, Esq.
960 Penn Avenue, Suite 1200
Pittsburgh, PA 15222
Telephone: (412) 392-0330
Facsimile: (412) 392-0335
E-mail: rlampl@lampllaw.com
Bonnie Copple sought Chapter 11 protection (Bankr. W.D. Pa. Case
No. 16-22564) on July 11, 2016. The Debtor tapped Robert O Lampl,
Esq., as counsel.
CHESAPEAKE ENERGY: S&P Raises CCR to 'B-' on Improved Liquidity
---------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Oklahoma
City-based exploration and production company Chesapeake Energy
Corp. to 'B-' from 'CCC+, and removed the ratings from CreditWatch
with positive implications where S&P placed them on Dec. 6, 2016.
The rating outlook is positive.
Chesapeake Energy has completed concurrent tenders for its senior
unsecured and contingent convertible notes. The tenders helped
address near-term debt maturities and puts, improving expected
liquidity. Core ratios are expected to meaningfully improve in
2017.
S&P also raised its issue-level ratings on the company's senior
secured first- and second-lien debt to 'B+' from 'B', and removed
the ratings from CreditWatch, where S&P placed them with positive
implications on Dec. 6, 2016. The recovery ratings remain '1',
indicating S&P's expectation for very high (90%-100%) recovery of
principal in the event of a payment default.
S&P also raised the ratings on the senior unsecured debt, including
the debt issues that have not been subject to a distressed
exchange, to 'CCC' from 'CCC-' and removed them from CreditWatch
with positive implications. The recovery ratings remain '6',
indicating S&P's expectation for negligible (0%-10%) recovery of
principal in the event of a payment default.
At the same time, S&P also raised the issue-level ratings on the
company's senior unsecured debt issues that had been subject to a
distressed exchange to 'CCC' from 'D'.
S&P's 'D' rating on Chesapeake's preferred stock is not affected.
"The upgrade of Chesapeake to 'B-' reflects our assessment of the
company's improved liquidity profile and financial measures," said
S&P Global Ratings credit analyst Paul Harvey. "In addition, the
positive outlook assumes that this trend will continue, with our
expectation that credit measures will continue to strengthen over
the next 12-18 months such that average funds from operations to
debt could exceed 12% on a sustained basis," he added.
Chesapeake successfully executed several capital market
transactions and asset sales in 2016 to improve both its liquidity
and financial performance. Notably these transactions include the
company's conveyance of its Barnett Shale assets to Total S.A.,
which should raise estimated cash flows by $200 million to
$300 million annually through 2019 and significantly reduce
estimated gathering, processing, and transportation costs.
Nevertheless, Chesapeake faces meaningful near-term negative free
cash flows under S&P's base case assumptions, including crude oil
prices of $50 per barrel in 2017 and 2018, and natural gas prices
of $3.00 per mmBtu over that same period.
The positive outlook reflects both the progress Chesapeake made
addressing both its high debt leverage and onerous maturity
schedule, and the potential that S&P could raise the rating over
the next year if it continues to lower debt leverage and maintain
adequate liquidity. Nevertheless, S&P expects negative free cash
flow under its base case assumptions as Chesapeake returns to less
constrained spending levels and seeks to regain production growth,
which could limit near-term improvement in core financial measures
and liquidity if it fails to meet expected operational
performance.
S&P could return the rating outlook to stable if it expects
debt/EBITDA to exceed 6.5x and FFO/debt below 7%, both likely if
natural gas and crude oil prices fall below our assumptions.
Additionally, this could occur if operational performance falls
below expectations such that negative free cash flow results in
weakening debt leverage measures.
S&P could raise ratings if it expects Chesapeake to meet cost and
production forecasts in 2017, resulting in FFO/debt trending above
12% on a sustained basis, while maintaining adequate liquidity.
This would likely require Chesapeake to meet the mid- to low-end of
its cost guidance, $11 per barrel of oil equivalent (boe) to
$13/boe, and production between 532,000 boe/day and 550,000
boe/day.
CHESAPEAKE ENERGY: To Swap 18.8M Common Shares for Pref. Shares
---------------------------------------------------------------
Chesapeake Energy Corporation entered into privately negotiated
purchase and exchange agreements as of Jan. 19, 2017, under which
the Company has issued or has agreed to issue an aggregate of
18,791,301 shares of the Company's common stock, par value $0.01
per share, in exchange for (i) 150,948 shares of 5.00% Cumulative
Convertible Preferred Stock (Series 2005B), (ii) 95,600 shares of
5.75% Cumulative Convertible Preferred Stock, and (iii) 82,429
shares of 5.75% Cumulative Convertible Preferred Stock (Series A).
The Company may engage in similar transactions in the future but is
under no obligation to do so.
Pursuant to Section 3(a)(9) of the Securities Act of 1933, as
amended, the Common Stock issued in the Exchange Transactions was
issued to existing security holders of the Company and no
commission or other remuneration will be paid or given for
soliciting the exchanges. Other exemptions may apply.
About Chesapeake Energy
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States. The company also owns oil and natural gas marketing and
natural gas gathering and compression businesses.
As of Sept. 30, 2016, Chesapeake had $12.52 billion in total
assets, $13.45 billion in total liabilities and a total deficit of
$932 million.
Chesapeake reported a net loss available to common stockholders of
$14.85 billion for the year ended Dec. 31, 2015, compared to net
income available to common stockholders of $1.27 billion for the
year ended Dec. 31, 2014.
* * *
As reported by the TCR on Dec. 8, 2016, S&P Global Ratings placed
its ratings on Chesapeake Energy, including its 'CCC+' issuer
credit rating, on CreditWatch with positive implications.
CHICO HEALTH: Seeks to Hire Phil Rhodes as Local Counsel
--------------------------------------------------------
Chico Health Imaging, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to hire Phil Rhodes
Law Corp. as local counsel.
The Debtor tapped the firm because of its experience in the field
of bankruptcy and business reorganizations in the Eastern District
of California.
The hourly rates charged by the firm are:
Shareholders $350
Associates $300
Paraprofessionals $150
Phil Rhodes, Esq., the attorney designated to represent the Debtor,
will be paid an hourly rate of $350.
Phil Rhodes Law Corp. is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Phil Rhodes, Esq.
Phil Rhodes Law Corp.
P.O. Box 2911
Fair Oaks, CA 95628
Tel: 916-295-1222
Email: pjrhodes@philrhodeslaw.com
About Chico Health Imaging
Chico Health Imaging LLC, a California limited liability company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E. D. Calif. Case No. 17-20247) on January 16, 2017. The case is
assigned to Judge Christopher D. Jaime.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
CHINA FISHERY: Chapter 11 Trustee Seeks to Hire OCPs
----------------------------------------------------
William Brandt, Jr., the Chapter 11 trustee for CFG Peru
Investments Pte. Limited (Singapore), has filed a motion seeking
approval from the U.S. Bankruptcy Court for the Southern District
of New York to retain professionals used in the ordinary course of
business.
The request, if granted, would allow the trustee to retain
"ordinary course professionals" without filing separate employment
applications, and pay them 100% of their fees and expenses. Each
OCP's fees, excluding costs and disbursements, will be capped at
$150,000 per month on a rolling three-month basis.
Mr. Brandt currently seeks to retain Grau Abogados, a Peru-based
law firm, to serve as his local counsel. In the event the trustee
identifies additional OCPs, he will file a notice with the
bankruptcy court.
The court had earlier issued an order approving the retention of
OCPs for China Fishery Group Limited (Cayman) and its affiliated
debtors except CFG Peru, according to court filings.
About China Fishery Group
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. The petition was
signed by Ng Puay Yee, chief executive officer.
The cases are assigned to Judge James L. Garrity Jr.
At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.
Howard B. Kleinberg, Esq., Edward J. LoBello, Esq. and Jil
Mazer-Marino, Esq. of Meyer, Suozzi, English & Klein, P.C. serve
as legal counsel. The Debtors have tapped Goldin Associates, LLC,
as financial advisor and RSR Consulting LLC as restructuring
consultant.
On November 10, 2016, William Brandt, Jr. was appointed as
Chapter 11 trustee for CFG Peru Investments Pte. Limited
(Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher &
Flom LLP serves as the trustee's bankruptcy counsel.
CHINA SUNERGY: Grant Thornton Casts Going Concern Doubt
-------------------------------------------------------
China Sunergy Co., Ltd., filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F, disclosing a
net loss of $79.99 million on $441.83 million of total revenues for
the fiscal year ended December 31, 2015, compared to a net loss of
$56.49 million on $341.11 million of total revenues for the fiscal
year ended December 31, 2014.
Grant Thornton states that the Group's losses from operations,
negative cash flow from operations, and negative working capital
raise substantial doubt about its ability to continue as a going
concern.
The Company's balance sheet at December 31, 2015, showed total
assets of $577.88 million, total liabilities of $760.27 million,
and a stockholders' deficit of $182.39 million.
A full-text copy of the Company's Form 20-F is available at:
https://is.gd/6NG3Ca
Nanjing, China-based China Sunergy Co., Ltd., (OTCMKTS:CSUNY) --
http://www.csun-solar.com/-- manufactures and sells solar cell and
solar module products that convert sunlight into electricity for a
variety of uses. Currently, the Company's principal end-products
are solar modules in different sizes and with varying power
outputs.
CIRCULATORY CENTER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Circulatory Center of West Virginia, Inc.
300 Capel Harbour Drive
Pittsburgh, PA 15238
Case No.: 17-20211
Nature of Business: Health Care
Chapter 11 Petition Date: January 20, 2017
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Judge: Hon. Gregory L. Taddonio
Debtor's Counsel: Robert O Lampl, Esq.
ROBERT O LAMPL, ATTORNEY AT LAW
960 Penn Avenue, Suite 1200
Pittsburgh, PA 15222
Tel: 412-392-0330
Fax: 412-392-0335
E-mail: rol@lampllaw.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tom Certo, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/pawb17-20211.pdf
COCOA EXPO SPORTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cocoa Expo Sports Center, LLC
500 Friday Road
Cocoa, FL 32926
Case No.: 17-00441
Chapter 11 Petition Date: January 23, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: David R McFarlin, Esq.
FISHER RUSHMER, PA
390 N Orange Avenue, Suite 2200
Orlando, FL 32801
Tel: 407-843-2111
E-mail: dmcfarlin@fisherlawfirm.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Jeffrey C. Unnerstall, managing member.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Air Resources International $32,680
Bank of Washington $467,005
200 W Main Street
Washington, MO
63090
Brevard County Tax Property Taxes $212,537
Collector
BSE Consultants, Inc. Trade Debt $155,869
City Electric Supply Company $337,596
6827 N Orange
Blossom Trail, Suite 2
Orlando, FL 32810
Endurances Services Limited Trade Debt $12,459
Firetronics, Inc. Trade Debt $13,919
Fortiline Waterworks $16,812
Hanson Trade Debt $20,533
Holiday Inn Express & Suites Trade Debt $10,682
Littlejohn Engineering Assoc Trade Debt $27,760
M&M Electric of CFL, Inc $21,274
Middlesex Paving, LLC $275,372
10801 Cosmonaut, Blvd
Orlando, FL 32824
Smith & Associates Trade Debt $128,157
South Milhausen, PA Trade Debt $24,544
Southern Fire Protection $27,723
Sysco Central $15,009
Florida, Inc
UDF XIV SPE B, LLC $3,098,280
216 W Ohio Street, 5th Floor
Chicago, IL 60654
Univ Engineering Sciences Trade Debt $11,270
Urban Development $7,229,320
Fund XXIII
216 W Ohio Street, 5th Floor
Chicago, IL 60654
COLONEL HOSPITALITY: Taps Durand & Associates as Legal Counsel
--------------------------------------------------------------
Colonel Hospitality, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Durand & Associates, PC to give legal
advice regarding its duties under the Bankruptcy Code, prepare a
bankruptcy plan, and provide other legal services.
Daniel Durand, III, Esq., the attorney designated to represent the
Debtor, will be paid an hourly rate of $300.
Mr. Durand disclosed in a court filing that he does not hold or
represent any interest adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
Daniel C. Durand, III, Esq.
Durand & Associates, PC
522 Edmonds Lane, Suite 101
Lewisville, TX 75067
Tel: 972-221-5655
Fax: 972-221-9569
Email: durand@durandlaw.com
Email: stephanie@durandlaw.com
About Colonel Hospitality
Colonel Hospitality, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Texas Case No. 17-30100) on January
3, 2017. The petition was signed by Teja S. Khela, owner.
The case is assigned to Judge Barbara J. Houser.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
COMERCIAL CELTA: Hires Lugo Mender Law Firm as Attorney
-------------------------------------------------------
Comercial Celta Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ the Law Firm of
Lugo Mender Group, LLC as legal representative.
The Debtor will rely on the law firm for general legal counseling
services in connection with the bankruptcy petition.
Lugo Mender will be paid at these hourly rates:
Wigberto Lugo Mender $300
Associate Staff Attorney $175
Legal and Financial Assistants $100
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lugo Mender received a retainer in this case in the amount of
$5,000, which sum, upon information and belief, was generated by
the Quinoy Realty Corp. from its regular income operations and
activities.
Wigberto Lugo Mender, principal of Lugo Mender, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
The firm can be reached at:
Wigberto Lugo Mender, Esq.
LUGO MENDER GROUP LLC
100 Carr. 165 Suite 501
Guaynabo, P.R. 00968-8052
Tel: (787) 707-0404
Fax: (787) 707-0412
E-mail: lugo@lugomender.com
Comercial Celta Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 17-00080) on January 10, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Wigberto Lugo Mender, Esq.
CONGREGATION ACHPRETVIA: Proposes $3.58-Mil. of DIP Financing
-------------------------------------------------------------
Congregation Achpretvia Tal Chaim Shar Hayushor, Inc., asks the
U.S. Bankruptcy Court for the Southern District of New York for
authorization to obtain postpetition financing on a super-priority
basis from 163 E 69 DIP Lender, LLC in an amount of up to
$3,575,000.
The Debtor's property is currently subject to a contract to sell
for $9.75 million to 163 East 69 Realty LLC, though that contract
is the subject of ongoing litigation to determine its
enforceability.
The Debtor relates that notwithstanding the need for the dispute
between East 69 Realty and the Debtor to be resolved, the Debtor
still requires funds to:
(i) administer its chapter 11 case;
(ii) issue and maintain its real property; and
(iii) have a source of funds to demonstrate feasibility of its
plan of reorganization which allows it to emerge from chapter 11.
The Debtor further relates that regardless of the outcome of the
litigation, it will unfortunately not continue to use the Property
subsequent to its emergence from chapter 11.
The Debtor contends that only issues for it will be:
(i) the identity of the purchaser of the property;
(ii) whether the property will be sold for $9.75 million under
the existing contract of sale; or
(iii) whether the Debtor will be able to sell the property for
its fair market value which the Debtor believes is more than $9.75
million.
The Debtor further contends that in any case, the sale will
generate sufficient funds to satisfy the proposed DIP Financing to
be provided by the Lender.
The Debtor tells the Court that as of the Petition Date, it had
only one consensual secured obligation, a mortgage held by
Mautner-Glick Profit Sharing Trust, which filed a proof of claim in
the amount of $396,950.00. The Debtor further tells the Court that
it has not acknowledged the validity of the Mautner-Glick Profit
Sharing Trust Claim and believes it may have defenses and offsets
to such claim, which it will raise at the appropriate time.
The Debtor says that the other secured claim against the Property
is real property taxes, which continue to accrue. The Debtor
further says that the New York City Department of Finance filed a
claim in the amount of $142,769. The Debtor adds that the
prepetition and postpetition real estate taxes and other municipal
liens total approximately $311,709.
The material terms, among others, of the DIP Facility are:
(a) Multi-Draw Unsecured Term DIP Facility: The DIP Facility
will be in the maximum principal amount of $3,575,000. The Maximum
Commitment would be available as a multi-draw term credit facility
to be used for the benefit of the Debtor. Of the Maximum
Commitment, $536,250 will not be available to be borrowed by the
Debtor, but as an interest reserve for the Lender.
(b) Interest Rates: Base Rate: 15%; Default Interest Rate:
18%
(c) Maturity Date: 12 months from the Closing Date. The DIP
Facility may not be prepaid during the first 180 days subsequent to
the Closing Date of the DIP Facility.
(d) Collateral and Priority: The DIP Obligations shall be
unsecured. Lender is granted a superpriority administrative
expense claim pursuant to Section 364(c)(1) of the Bankruptcy Code.
Lender will be entitled to the full protections of Section 364(e)
of the Bankruptcy Code with respect to debts, obligations, and
other rights created or authorized under the DIP Facility and
Financing Orders.
(e) Carve-Out: Consists of United States Quarterly Fees;
Interim and Final Fees and Expenses of the Debtor's professionals.
The proposed DIP Budget provides for total Closing Costs in the
amount of $3,575,000m which consists of Draw Request Items in the
amount of $2,910,105 and Prepaid Payments in the amount of
$536,250, among others.
A full-text copy of the Debtor's Motion, dated Jan. 13, 2017, is
available at
http://bankrupt.com/misc/CongregationAchpretvia2016_1610092mew_85.pdf
A full-text copy of the Debtor's proposed Budget, dated Jan. 13,
2017, is available at
http://bankrupt.com/misc/CongregationAchpretvia2016_1610092mew_85_4.pdf
A full-text copy of the Loan Agreement, dated Jan. 13, 2017, is
available at
http://bankrupt.com/misc/CongregationArchpretvia2016_1610092mew_85_1.pdf
About Congregation Achpretvia Tal
Chaim Shar Hayushor, Inc.
Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., owns the
real property and improvements located at 163 East 69th Street, New
York, New York. The property is improved by a four-story
brownstone townhouse which was previously used by the Congregation
as its synagogue. The property is currently subject to a contract
to sell for $9.75 million to 163 East 69 Realty LLC, although that
contract is the subject of ongoing litigation to determine its
enforceability.
Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in Brooklyn,
New York, filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016. The petition was
signed by Harold Friedlander, vice president. Judge Michael E.
Wiles presides over the case. The Congregation listed total assets
of $18 million and total liabilities of $472,502.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck P.C., serves as the Debtor's counsel. The Debtor
also hired David G. Samuels, Esq., at Duval and Stachenfeld LLP,
and Charles E. Simpson, Esq. and Kyle Martin, Esq., at Windels Marx
Lane & Mittendorf, LLP as its special not-for-profit counsel.
CONNECT TRANSPORT: Committee to Hike GlassRatner Fee Budget
-----------------------------------------------------------
The official committee of unsecured creditors of Connect Transport
LLC and Murphy Energy Corp. seeks court approval to increase the
budget for payment of fees of its financial advisor.
In a filing with the U.S. Bankruptcy Court for the Northern
District of Texas, the committee proposes an increase in its
budget to pay GlassRatner Advisory & Capital Group, LLC from
$50,000 to $75,000.
The committee had initially proposed to pay the firm on an hourly
basis subject to a budget of $50,000 in total hourly fees,
excluding expenses.
About Connect Transport
Privately-held Connect Transport, LLC, provides transportation,
storage, producer, and marketing services for crude oil, natural
gas liquids, and condensates.
Connect Transport and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 16-33971) on
Oct. 4, 2016.
The affiliated debtors are Big Rig Tanker, L.L.C., MG Rolling Stock
Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc.,
Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy
Terminals, LLC, and Connect Terminals, LLC (Case Nos. 16-33972 to
16-33979).
Connect Transport estimated assets of $500,000 to $1 million and
liabilities of $50 million to $100 million. Murphy Energy Corp.
estimated $100 million to $500 million in both assets and
liabilities.
The Debtors tapped Dykema Cox Smith as legal counsel. Houlihan
Lokey Capital, Inc., serves as the Debtors' investment banker while
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.
The U.S. Trustee has formed an Official Committee of Unsecured
Creditors. The Committee retained McCathern, PLLC, as counsel.
The Committee also retained GlassRatner Advisory & Capital Group,
LLC, as financial advisor.
D.F.P. INC: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of D.F.P. Inc. as of Jan. 23,
according to a court docket.
D.F.P., Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 16-75604) on December 4, 2016, disclosing under
$1 million in both assets and liabilities. The Debtor is
represented by Michael G. McAuliffe, Esq., at the Law Office of
Michael G. McAuliffe.
DASEKE INC: Moody's Assigns 'B1' CFR & Rates New Term Loan 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
("CFR") and a B1-PD Probability of Default Rating to Daseke, Inc.,
an open deck transportation company that has entered into an
agreement to merge with Hennessy Capital Acquisition Corp. II
("HCAC"), a special purpose acquisition company. Concurrently,
Moody's assigned a B1 rating to the company's proposed $350 million
senior secured term loan that it plans to arrange to help fund
repayments of existing indebtedness and additional acquisitions.
The rating outlook is stable.
RATINGS RATIONALE
The B1 CFR of Daseke considers the company's position as a leading
provider of open deck transportation and logistics services, the
well-established operational track record of Daseke's group
companies and Moody's expectation of positive, yet modest, free
cash flow and moderate financial leverage. At the same time, the
rating takes into account Daseke's thin operating margins and the
company's exposure to end-markets that are correlated with cyclical
industrial production and construction spending in North America.
Through its group of individually branded and managed operating
companies, Daseke provides open deck transportation services using
flatbed trailers as well as specialized open deck trailers for
heavy haul, over-dimensional and high value freight. Each of
Daseke's group companies has a well-established operational track
record that spans decades, evidenced by long-standing relationships
with large industrial customers. Since its inception in 2008,
Daseke has grown substantially through acquisitions, a strategy
that management continues to pursue given the fragmentation in the
open deck transportation sector. As the number of Daseke's
operating companies continues to grow, the effectiveness of the
current decentralized management structure may become more
difficult to attain.
Moody's expects Daseke to increase operating margins to
approximately 4% in 2017, calculated on a Moody's adjusted basis.
Margins were compressed in 2016 due to pressure on freight rates
resulting from weakness in several of the markets that Daseke
serves. Further, Moody's anticipates debt/EBITDA to be at 3 times,
a level that is very supportive of the B1 CFR, while EBIT/Interest
is expected to be weak at only 1.3 times.
Moody's considers Daseke's liquidity to be good (SGL-2). Free cash
flow is expected to be modestly positive in 2017, but could soften
in 2018 if fleet investments pick-up from currently moderate levels
of approximately 7% to 9% of revenues. Moody's expects free cash
flow to be sufficient to fund repayments on equipment term debt in
2017. Additional sources of liquidity are provided by (i) a $70
million asset-based revolving credit facility, (ii) a $100 million
delayed draw facility that is included in the new term loan, and
(iii) a cash balance that is assumed to be at least $60 million at
closing of the merger with HCAC.
The new $350 million senior secured term loan due 2024 that Daseke
plans to arrange is rated B1, in line with the B1 CFR. This
reflects the very sizeable proportion of the capital structure that
this obligation represents, relative to the higher ranking
asset-based revolving credit facility and other obligations in
Moody's Loss-Given-Default analysis.
The stable rating outlook is predicated on Moody's expectation of
trucking capacity that is gradually becoming more balanced in 2017,
alleviating pressure on freight rates.
The ratings could be upgraded if Daseke substantially strengthens
its market position, enhances its operating margins to at least
7.5% and demonstrates ample positive free cash flow while
maintaining adequate investments in its fleet, such that retained
cash flow minus capex-to-debt would be consistently 5% or more.
Debt/EBITDA of 2.5 times or less and EBIT/Interest of at least 2.5
times would also support a ratings upgrade.
The ratings could be downgraded if Moody's expects that Daseke is
unable to increase its operating margins to at least 4.0%,
affecting Daseke's ability to generate consistently positive free
cash flow. In addition, ratings could be pressured if debt/EBITDA
increases to 4 times or if EBIT/Interest approaches 1.0 time.
Tightening liquidity and sizeable acquisitions at a time of
deteriorating end-market demand could also weaken the ratings.
Assignments:
Issuer: Daseke, Inc.
Corporate Family Rating, Assigned at B1
Probability of Default Rating, Assigned at B1-PD
Speculative Grade Liquidity Rating, Assigned at SGL-2
350 Million Senior Secured Term Loan B due 2024, Assigned at B1
(LGD4)
Outlook, Assigned at Stable
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 2013.
Daseke, Inc., headquartered in Addison, TX, is a leading provider
of open deck transportation and logistics services. Revenues in
2015 were $679 million. Daseke, Inc. has entered into an agreement
to merge with Hennessy Capital Acquisition Corp. II, a special
purpose acquisition company that is listed on Nasdaq under the
symbol HCAC.
DAVID SEMAS: MI-16 Buying Personal Property for $7.5 Million
------------------------------------------------------------
David M. Semas and Susan O. Semas ask the U.S. Bankruptcy Court for
the District of Nevada to authorize the sale of personal property
to MI-16, LLC for $7,500,000, subject to overbid.
A hearing on the Motion is set for Feb. 22, 2017 at 2:00 p.m.
On April 6, 2015, the Court entered its Order Confirming Debtors'
Second Amended Plan of Reorganization, As Amended ("Continuation
Order"). As a result of the Confirmation Order, the assets of the
bankrupt estate revested in the Debtors upon Plan confirmation,
thereby making them Revested Debtors.
Revested Debtor David Semas previously scheduled a 20% ownership
interest ("Semas Ownership") in Metalast International, LLC
("MILLC"), a Nevada limited liability company, and Revested Debtor
David Semas also scheduled a claim against MILLC for unpaid wages,
bonuses and promissory notes payable ("Semas Claims").
Unbeknownst to Revested Debtor David Semas, during the course of
the State Court receivership of MILLC, the Receiver changed the
name of MILLC to MI94, LLC, a Nevada limited liability company.
While the assets of MILLC/MI94 were purchased by certain parties
pursuant to a State Court Order, the ownership of MILLC/MI94 did
not change. Additionally, Revested Debtor David Semas is the owner
of the Metalast Trademark, also as previously scheduled with the
Court.
The Revested Debtors have received an offer from the Buyer, a
Nevada limited liability company, for (i) the purchase of the Semas
Claims, including the surrender and release of any claim for unpaid
wages, bonuses and/or promissory notes payable held by Revested
Debtor David Semas against MILLC and/or MI94; (ii) for the purchase
of the Semas Ownership; and (iii) for the purchase of the Metalast
Trademark, for the total sum of $7,500,000, payable upon these
terms and conditions:
a. Within 30 days from approval of this Motion by the Court, the
Buyer will pay the sum of $100,000 to the bankrupt estate of the
Revested Debtors, to be applied to the outstanding
post-confirmation attorney's fees owed to Harris Law Practice, LLC
(estimated at $50,000) and to Hoy Chrissinger Kimmel, PC (estimated
at $50,000). Additionally, the Buyer will pay $25,000 to Metalast
International, Inc. and $25,000 will be paid to Metalast, Inc.,
which entities, in exchange for payment of these monies, will amend
their articles of incorporation to change their names so that the
companies no longer utilize the term "Metalast" as part of the
corporate names;
b. Revested Debtor David Semas will transfer and assign all
rights to the Metalast Trademark to MI-16, including the right to
defend the pending Petition For Cancellation now pending with the
United States Patent and Trademark Office Before the Trademark
Trial and Appeal Board ("TTAB") in Case No. 92064833. Due to the
fact that a Motion for Partial Summary Judgment is pending before
the United States District Court, on Jan. 18, 2017, David M. Semas,
in Pro Se filed a motion before TTAB under Rule 2.117(a) Suspension
of Proceeding, seeking to suspend the Petition for Cancellation of
the Metalast Trademark that was filed by the Meilings on Nov. 16,
2016;
c. Within 30 days of entry of the Court Order approving the
sale, the Buyer's offer to purchase will be evidenced by execution
of a Senior Secured Promissory Note in the stated principal amount
of $7,350,000, coupled with execution of a Security Agreement
joined with a filed UCC-1, and after payment of the initial
non-refundable $150,000, the principal amount of $7,350,000 will
accrue interest at the rate of 6% per annum and will be all due and
payable within 3 years from the date of funding of the initial
deposit, or within 10 days of receipt of a settlement or court
award in the class action law suit that has been filed in the
United States District Court, captioned as Jerry Alexander, et al.
v. Dean Meiling, Madylon Meiling, James Proctor, Janet Chubb,
Chemeon Surface Technology, LLC, Metalast Surface Technology, LLC,
D&M-MI, LLC, DSM Partners, Ltd., Meiling Family Partners, Ltd., and
Meridian Advantage; Case No. 3:16-cv-00572-MMD-VPC ("Investor
Litigation"). Upon approval of the Motion by the Court, and
payment of the non-refundable down payment by the Buyer, the Buyer
will seek to become a member of the proposed Class in the Investor
Litigation; and
d. Until such time as the $150,000 down payment is paid,
Revested Debtors will retain the right to terminate the transaction
at their sole and complete discretion, notwithstanding Court
approval of the proposed sale. Further, Revested Debtors reserve
the right to sell the Metalast Trademark to a third party for any
amount of cash or consideration as they deem reasonable, subject to
Court approval, in which case the Buyer may still purchase the
Semas Claims.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/David_Semas_518_Sales.pdf
There is ample justification for approving the proposed sale. The
Metalast Trademark and Revested Debtor David Semas' potential
interest in and claims against MILLC/MI94 are the estate's largest
remaining non-exempt assets. The sale of these assets may provide
sufficient proceeds to make payment to the remaining allowed
general unsecured creditors estimated at $2,500,000 to $3,000,000
over the life of the confirmed Plan, and will eliminate ongoing
legal expenses to the Revested Debtors in defending Revested Debtor
David Semas' ownership of the Metalast Trademark. While it is
anticipated that the Meilings will object to the proposed sale, the
ultimate transfer of assets to a third party will resolve trademark
issues as they relate to Revested Debtors, and will allow for
closure of the long-running Chapter ll case after the Senior
Secured Promissory Note is paid.
The Revested Debtors ask that the proposed sale proceed forward
subject to overbid(s) in open Court, however, the potential
overbidding buyer would only be purchasing the Metalast Trademark,
and would not acquire the Semas Ownership interest in MILLC/MI94,
nor would it acquire any claims of Revested Debtor David Semas for
unpaid wages/bonuses and promissory notes payable from MILLC/MI94.
Further, as the overbidding buyer would only be acquiring the
Metalast Trademark, that overbidder would be required to pay the
entire purchase price to the Revested Debtors within 5 days of
entry of the Court Order approving the sale. Any overbid must
exceed the estimated value of the Metalast Trademark of $2,350,000,
by at least 5%, with bids thereafter to be made in increments to be
established by the Court. Further, any potential overbidder(s)
must provide written proof of funds available to consummate the
transaction to the Revested Debtors' attorney at least 24 hours
prior to the scheduled hearing for approval of the sale, and must
also concurrently provide a cashier's check payable to the Client
Tmst Account of Harris Law Practice, LLC for a minimum amount of
$150,000.
The Revested Debtors ask that the Court approve the proposed sale
of personal property to MI-16 and find the a good faith purchaser
and is protected by the "safe harbor" provisions contained in 11
U.S.C Section 363(h).
The Revested Debtors ask that the Court order that the proposed
sale of the Semas Claims, the Semas Ownership and the Metalast
Trademark not be subject to the 14-day stay provisions of Fed. R.
Bankr. P. 6004(h).
The Purchaser can be reached at:
Marc Harris and Jeffrey M. Mackinen
CO-Managers
MI-16, LLC
P.O. Box 1311
Minden, NV 89423
Counsel for the Revested Debtors:
Stephen Harris, Esq.
HARRIS LAW PRACTICE LLC
6151 Lakeside Drive, Suite 2100
Reno, NV 89511
Telephone: (775) 786-7600
E-Mail: steve@harrislawreno.com
About David and Susan Semas
On Dec. 11, 2013, individual debtors David M. Semas and Susan O.
Semas filed a voluntary petition for relief under Chapter 11 of
the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 13-52337).
On April 6, 2015, the Court entered an order confirming the
Debtors' Second Amended Plan of Reorganization, as amended. The
assets of the bankrupt estate have revested in the Debtors upon
Plan Confirmation.
DENNIS RAY JOHNSON: Taps Lewis Glasser as New Legal Counsel
-----------------------------------------------------------
Dennis Johnson, II seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to hire a new legal
counsel.
Mr. Johnson proposes to hire Lewis, Glasser, Casey & Rollins, PLLC
to replace Hoyer, Hoyer and Smith PLLC, which is being eyed by
Thomas Fluharty, the court-appointed Chapter 11 trustee, to serve
as his special counsel in the Debtor's bankruptcy case.
According to the Debtor, Christopher S. Smith, Esq., at Hoyer Hoyer
and Smith, joins in the application and seeks entry of an order
engaging and substituting Ann R. Starcher, Esq., and the law firm
of Lewis Glasser, as the Debtor's counsel and permitting Mr. Smith
and his firm to withdraw as the Debtor's counsel.
Lewis Glasser has received a retainer of $20,000 paid from
non-debtor, third-party funds. The retainer will be credited
against all post-petition fees and expenses incurred by the firm,
according to court filings.
Lewis Glasser has not represented any creditor or party-in-interest
in Mr. Johnson's bankruptcy case and does not hold any adverse
interest, according to court filings.
Lewis Glasser can be reached through:
Ann R. Starcher, Esq.
Spencer D. Elliott, Esq.
Lewis, Glasser, Casey & Rollins, PLLC
Suite 700, BB&T
P.O. Box 1746
Charleston, WV 25326
Phone: (304) 345-2000
About Dennis Ray Johnson
Dennis Ray Johnson, II, filed a Chapter 11 petition (Bankr. S.D.
W.Va. Case No. 16-30227) on May 9, 2016, and was represented by
Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC. In
January 2017, Mr. Johnson tapped Lewis Glasser Casey & Rollins PLLC
as new counsel.
Mr. Johnson is a businessman with ownership interests in at least
10 entities. He operates various rental real estate entities and
coal associated operations. Mr. Johnson is a member of each of the
following debtor companies -- Appalachian Mining and Reclamation,
LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing,
LLC, Green Coal, LLC, Joint Venture Development, LLC, Little
Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc.,
Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services,
LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC
-- and has filed a motion asking the Bankruptcy Court to jointly
administer the bankruptcy cases. Mr. Johnson is also a guarantor of
the debt for most of the companies.
Mr. Johnson operated as a debtor-in-possession until Thomas
Fluharty was appointed Chapter 11 trustee on November 7, 2016.
DESERT FUN: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Desert Fun Foods LLC as of Jan.
23, according to a court docket.
Desert Fun is represented by:
Daniel J. Rylander, Esq.
Daniel J. Rylander, P.C.
2701 East Speedway Blvd., Suite 203
Tucson, AZ 85716
Phone: 520-299-4922
Email: ecf@robrylaw.com
About Desert Fun Foods
Desert Fun Foods LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-14236) on December 19,
2016. The petition was signed by Frank Shane Folsom, managing
member.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
DON GREEN: Andrewses Buying Suwannee Property for $450K
-------------------------------------------------------
Don Green Farms, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Florida to authorize the sale of interest in
real property in Dixie County located at 97 SE 241st Street,
Suwannee, Florida, to Ronald and Janet Andrews for $450,000,
subject to higher and better offers.
Debtor Donald R. Green and his wife, Elaine Green, own the Property
jointly. Mrs. Green has consented to the sale of the Property.
Furthermore, partition of the Property among the estate and such
co-owners is impracticable; sale of the estate's undivided interest
in such Property would realize significantly less for the estate
than sale of such Property free of the interests of such co-owners;
the benefit to the estate of a sale of the Property free of the
interests of co-owners outweighs the detriment, if any, to such
co-owners; and the Property is not used in the production,
transmission, or distribution, for sale, of electric energy or of
natural or synthetic gas for heat, light, or power.
On Oct. 4, 2016, the Trustee received an "as is" written offer for
the sale of Property ("Contract") from the Purchasers for a total
purchase price of $450,000. Under the terms of the Contract,
subject to Court approval, the Debtor and his wife will sell the
Property to the Purchasers for $375,000, with the Purchasers paying
an additional $75,000 for the personal property located on the
Property. The Purchasers have extended the offer to March 15,
2017. The Purchasers have deposited into escrow with the closing
agent the amount of $10,000.
The Debtor believes the Purchasers' offer represents the highest
and best offer for the Property. However, the Contract is
expressly subject to higher and better offers. The Property is
being sold "as is, where is" with no warranties of any kind
express, implied or otherwise, free and clear of all liens, claims
and encumbrances, with all liens, claims and encumbrances to attach
to the proceeds of the sale to the same extent, validity and
priority as such existed as of the Petition Date.
The Debtor will entertain any higher offers for the purchase of the
Property. Such offers must be in writing and accompanied by a
deposit of 10% of the proposed higher purchase price. Any higher
offer must be received by the Debtor no later than the close of
business within 20 days from the date of service of the Motion. If
a higher offer is received, a telephone auction will occur among
the bidders on the earliest date that the Debtor can arrange such
auction.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Don_Green_83_Sales.pdf
The Trustee believes that these persons may claim an interest in
the Property ("Interested Parties"):
a. Real Estate Taxes - Dixie County Tax Collector,
Michelle F. Cannon: $0
b. First Mortgage Holder - Nationstar Mortgage, LLC:
$382,877
c. Second Mortgage Holder - CapitalOne Equity Line:
$75,000
The proceeds received from the sale will be paid to the Interested
Parties in the order indicated, after payment of the approved
commission amount to the Broker employed in the case, and an
approved amount of closing costs. Each of the Interested Parties
will either (a) be paid in full, (b) have consented to the proposed
sale, or (c) is fully unsecured as to the property and has no
standing to object.
The Debtor is not aware of any other liens, encumbrances, or
interests; however, such may exist that are unknown to the Debtor.
The Debtor has applied for Court approval to employ a Real Estate
Broker to assist with the sale of the Property. The Broker is
Sonja Reed of Suwannee Realty, PO Box 247, Suwannee, Florida.
Pursuant to the terms of the Broker's employment, a real estate
broker fee of 6% of the gross sales price is to be paid by the
Debtor as the Broker's fee.
At the closing of the sale of the Property, the Debtor may be
required to sign documents to complete the transaction. Therefore,
the Debtor asks that the Court authorize him to sign any documents
necessary to close the sale of the Property that are within his
purview and authority as the duly appointed Chapter 11 Debtor in
Possession of the estate.
The closing of the sale will not occur before 14 days after the
entry of an order approving the sale as outlined. Accordingly, the
Debtor asks that the Court enter an Order authorizing (i) the sale
of the Property free and clear with closing to occur within 60 days
of the entry of the Order; (ii) the Debtor to sign any documents
within her capacity as Trustee that are necessary to close the
sale; (iii) the Debtor to pay out of the proceeds of the sale all
expenses incurred in maintaining the Property prior to the closing,
and any unpaid real estate taxes; and (iv) the Debtor to pay out of
the proceeds the payments to the Broker and the Interested Parties.
The Purchasers can be reached at:
Ronald and Janet Andrews
11328 NW 136 St.
Alachua, FL 32615
About Don Green Farms
Don Green Farms, Inc. filed a Chapter 11 petition (Bankr. N.D.
Fla.
Case No. 16-10261), on Nov. 16, 2016. The petition was signed by
Donald R. Green, president. The Debtor is represented by Seldon
J.
Childers, Esq., at ChildersLaw, LLC. The Debtor disclosed total
assets at $13,987 and total liabilities at $3.95 million.
EL CID RESTAURANT: Taps Gabriel Del Virginia as Attorney
--------------------------------------------------------
El Cid Restaurant, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
the Law Offices of Gabriel Del Virginia as attorney, nunc pro tunc
to October 23, 2016.
The Debtor requires the law firm to:
(a) provide the Debtor legal advice regarding its authorities
and duties as a debtor-in-possession in the continued
operation of its business and the management of its
property and affairs;
(b) prepare all necessary pleadings, orders, and related legal
documents and assist the Debtor and its accounting
professionals in preparing monthly reports to the Office of
the United States Trustee; and
(c) perform any additional legal services to the Debtor which
may be necessary and appropriate in the conduct of this
case.
The Del Virginia Office will be paid at these hourly rates:
Gabriel Del Virginia, Partner $650
Associates $350
Paralegals $125
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Del Virginia Office received a retainer of $3,500 from Debtor
before the filing of the instant case.
Gabriel Del Virginia, sole member of the law firm, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.
The firm can be reached at:
Gabriel Del Virginia, Esq.
LAW OFFICES OF GABRIEL DEL VIRGINIA
30 Wall Street-12th Floor
New York, NY 10005
Tel: (212) 371-5478
Fax: (212) 371-0460
E-mail: gabriel.delvirginia@verizon.net
El Cid Restaurant, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-12968) on October 23, 2016, disclosing
under $1 million in both assets and liabilities.
The Debtor is represented by Gabriel Del Virginia, Esq.
ELECTRICAL COMPONENTS: Moody's Affirms B2 CFR on Fargo Deal
-----------------------------------------------------------
Moody's Investors Service affirmed Electrical Components
International, Inc.'s ("ECI") B2 Corporate Family Rating (CFR) and
B3-PD Probability of Default Rating following the company's
announcement it has entered into a definitive agreement to acquire
Fargo Assembly Company ("Fargo"). The transaction is expected to be
funded with a proposed $135 million add-on to the company's
existing $390 million principal term loan B, with excess proceeds
being used to fund transaction fees and expenses and the remainder
going to ECI's balance sheet. As a result of the rating
affirmations and in accordance with the Loss Given Default model,
Moody's affirmed the B1 rating on the company's senior secured
credit facilities, consisting of an upsized $525 million principal
term loan B due May 2021 and a $50 million revolving credit
facility set to expire in May 2019. The rating outlook is
maintained at stable.
ECI's ratings were affirmed because Moody's believes that benefits
from the Fargo acquisition offset the moderate weakening of the
company's credit metrics stemming from the transaction, and that
the company's credit metrics remain appropriate for the B2 CFR. Pro
forma leverage at ECI as measured by Moody's adjusted
debt-to-EBITDA remains slightly elevated at roughly 4.6 times (4.3
times with synergies) for the twelve months ended September 30,
2016. However, Moody's expects the company will deleverage via both
EBITDA growth and debt repayment going forward, and that leverage
will approach the 4.0 times range over the next 12 to 18 months.
Moody's views ECI's acquisition of Fargo favorably, primarily
because it will improve the company's customer concentration and
strengthen its end-market presence in the higher growth
specialty/industrial market while reducing concentration in
appliances. The acquisition will also increase ECI's size and
presence in the global wire harness industry, provide additional
and innovative manufacturing capabilities developed by Fargo, and
allow the company the opportunity to better meet the needs of
Fargo's customers that could benefit from ECI's international reach
(whereas Fargo was more North America-centric). The acquisition
also provides the opportunity for cost-saving synergies that are
expected to benefit credit metrics over time. However, Moody's
notes that Fargo's top-line and profit margins have come down over
the last few years, owing largely to its presence in the
agriculture and construction equipment markets that have been under
pressure throughout this time. Moody's expects this area of the
business to remain pressured in the near-term, but anticipates that
synergies and new business opportunities will offset much of this
impact.
According to Moody's AVP - Analyst Brian Silver, "ECI's acquisition
of Fargo is a favorable development for the company despite the
moderately leveraging nature of the transaction. We believe this
transaction will allow the company to build upon Fargo's existing
and well-established relationships with its customers, many of
which represent new relationships for ECI, while expanding ECI's
presence and capabilities in the global wire harness arena."
The following ratings at Electrical Components International, Inc.
have been affirmed (with LGD changes to the debt instruments):
Corporate Family Rating at B2;
Probability of Default Rating at B3-PD;
$50 million senior secured revolving credit facility maturing
2019 at B1 (LGD3 from LGD2); and
$525 million principal senior secured term loan B (upsized from
$390 million) due 2021 at B1 (LGD3 from LGD2).
The rating outlook is maintained at stable.
RATINGS RATIONALE
ECI's B2 Corporate Family Rating reflects its small size relative
to the rated manufacturer universe, as well as its elevated Moody's
pro forma adjusted leverage profile of approximately 4.6 times (4.3
times with Fargo synergies). The company also has relatively
aggressive financial policies highlighted by the assumption of
incremental debt to fund recent acquisitions and a $50 million
dividend to its PE sponsor in 2015. The rating also considers the
company's potential for cyclicality and high, albeit improving,
customer concentration within the North American and European white
goods appliance sectors, highlighted by its top two customers
accounting for approximately one-third of pro forma sales (pro
forma for Fargo Assembly acquisition). However, the company's
relatively concentrated customer base is largely a function of the
mature and consolidated nature of the US and European appliance
industries. The rating benefits from the company's leading market
position as a wire harness manufacturer in North America and Europe
as well as its low-cost manufacturing capabilities, which we view
as a key competitive advantage. The rating incorporates Moody's
expectation that ECI will generate positive free cash flow that
will be used for deleveraging over the next few years and that the
company will maintain at least a good liquidity profile over the
next twelve months.
The stable outlook reflects Moody's expectation that ECI will grow
its top-line in the low-to-mid single digit range and gradually
deleverage via both EBITDA growth and debt repayment over time. It
further assumes the company will maintain at least a good liquidity
profile over the next 12 months.
The ratings could be upgraded if ECI is able to deleverage such
that Moody's adjusted debt-to-EBITDA is sustained around 4.0 times
and interest coverage approaches 3.0 times. Also, the company will
have to maintain at least a good liquidity profile prior to an
upgrade. Alternatively, the ratings could be downgraded if ECI's
liquidity weakens and the company increases its reliance on its
revolver. In addition, if the company loses any of its key
customers, or if Moody's adjusted debt-to-EBITDA climbs above 5.5
times and interest coverage falls below 2.0 times, the ratings
could be downgraded.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
Electrical Components International, Inc. ("ECI") is a manufacturer
of wire harnesses and a provider of value-added assembly services
to companies primarily located in North America and Europe. The
company also generates sales in South America and Asia. ECI
operates in two core segments; appliances and specialty
industrials. ECI is understood to be the leading wire harness
supplier for consumer appliance companies in both North America and
Europe, and also produces specialty harnesses for several
industries including automotive, specialty transportation HVAC,
construction, and agricultural equipment among others. Recent
acquisitions include the May 2016 acquisition of Whitepath Fab Tech
(Whitepath), a leading supplier of wire harnesses and control box
assemblies, and the January 2017 acquisition of Fargo Assembly
Company, a North American manufacturer of wire harnesses. ECI was
acquired by private equity firm KPS Capital Partners, LP in May
2014. Sales for the twelve month period ended September 30, 2016 -
pro forma for the Whitepath and Fargo Assembly acquisitions - were
approximately $854 million.
ENERGY TRANSFER: Moody's Rates $2.2BB Secured Term Loan Ba2
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Energy Transfer
Equity, L.P.'s (ETE) proposed offering of a $2.2 billion senior
secured term loan due 2024. The Ba2 Corporate Family Rating (CFR),
Ba2-PD Probability of Default Rating (PDR), SGL-3 Speculative Grade
Liquidity Rating and negative outlook are not affected by this
action.
Proceeds of the offering will be used to refinance ETE's existing
$2.2 billion term loan scheduled to mature December 2, 2019. The
term loan will be secured by the same collateral that secures ETE's
existing senior secured notes, a first-priority lien on
substantially all of ETE's tangible and intangible assets,
comprised principally of its equity interests in its subsidiaries,
and will rank pari passu with ETE's revolving credit facility and
its senior secured notes.
"Moody's views the term loan issue as an ongoing exercise in
managing ETE's financial flexibility and extending debt
maturities," commented Andrew Brooks, Moody's Vice President. "The
proposed term loan refinancing will have no material impact on
ETE's debt leverage, either on a stand-alone or fully consolidated
basis."
Assignments:
Issuer: Energy Transfer Equity, L.P.
-- Senior Secured Term Loan, Assigned Ba2 (LGD3)
RATINGS RATIONALE
ETE's senior secured Ba2 rating is equal to its Ba2 CFR. ETE's
notes, term loan and revolving credit facility are all secured on a
pari passu basis by all tangible and intangible assets of ETE,
essentially its ownership of and equity interests in the common
units of its subsidiaries and the entities in which subsidiary IDRs
are held. There are no upstream or downstream debt guarantees
between ETE and its subsidiary holdings. ETE's Ba2 CFR, term loan
and notes ratings reflect its stand-alone credit assessment as well
as an analysis under Moody's Loss Given Default (LGD) methodology,
which essentially views ETE level debt as holding company debt
structurally subordinated to debt at its operating subsidiaries.
ETE's negative outlook is consistent with the negative outlook at
ETP, and further reflects its consolidated and stand-alone leverage
metrics. ETE's ratings could be downgraded should consolidated
leverage remain on a permanent basis over 6x. A downgrade of ETP's
Baa3 rating to below investment grade could prompt an ETE rating
downgrade. Should cash distributions to ETE become compromised
through higher leverage or weakness in distributable cash flows at
partnership and subsidiary levels, ratings could be downgraded.
ETE's rating could be upgraded if its stand-alone leverage
approaches 2.5x and consolidated leverage drops below 5x. An
upgrade of ETP's Baa3 rating could prompt an ETE rating upgrade.
ETE's Ba2 CFR recognizes the very large size, scope and
diversification of the midstream asset base over which it wields
control. The rating is heavily influenced by the asset quality and
cash flows generated by the entities controlled by ETE, principally
Energy Transfer Partners, L.P. (ETP, Baa3 negative), a publicly
traded master limited partnership (MLP) in which ETE holds the
general partnership (GP). Underpinning the credit of ETP is the
asset composition of its midstream portfolio and the predominantly
fee-based cash flow stream generated by these assets. ETP's
negative outlook, however, reflects a deterioration in its leverage
metrics. ETP's weak 2016 distribution coverage will be restored to
over 1x as an outcome of the pending acquisition of ETP by Sunoco
Logistics Partners L.P. (SXL, rated entity Sunoco Logistics
Partners Operations L.P., Baa3 negative), which is expected to
close by the end of 2017's first quarter. The increase in ETP's
leverage and reduced coverage are largely an outgrowth of a decline
in natural gas gathering and processing (G&P) segment EBITDA and
regulatory delays affecting the completion of several major
projects, which contributed to the increase in ETP's year-end
debt/EBITDA to over 5.5x. ETE's debt/EBITDA fully consolidated for
ETP at September 30 exceeded 6x, and on a stand-alone basis
(recourse debt over cash distributions received) approximated 4x,
both levels excessive for the Ba2 rating. Moreover, ETE's $6.4
billion of stand-alone debt is structurally subordinated to the
roughly $30 billion of debt (proportionately consolidated) at its
subsidiary entities. Debt service is almost entirely dependent on
distributions from ETP, including GP incentive distribution rights
(IDRs), a distribution stream which is junior to ETP's own
significant financing and operating requirements. ETE's credit
profile is further challenged by its aggressive growth objectives
and high distribution payout atop a complex organizational
structure.
ETE's liquidity is adequate and its day-to-day liquidity needs are
not significant, since it is essentially a flow-through partnership
entity with limited administrative overhead. ETE maintains a $1.5
billion secured revolving credit facility, under which $885 million
was outstanding as of September 30. ETE has no capital spending
requirements. All subsidiaries are financed with subsidiary level
debt, and aside from the potential to provide capital with new
equity or temporarily relinquishing a portion of its IDR proceeds,
ETE has no obligation to provide liquidity to its subsidiaries. ETE
has provided ETP with $892 million of IDR waivers over 2017-2019,
and on January 9, 2017 issued $580 million of equity whose proceeds
were injected into ETP through a purchase of ETP common units.
The principal methodology used in this rating was Global Midstream
Energy published in December 2010.
Energy Transfer Equity, L.P. headquartered in Dallas, Texas is the
general partner of Energy Transfer Partners, L.P.
ENERGY TRANSFER: S&P Assigns 'BB' Rating on $2.2BB Sr. Loan
-----------------------------------------------------------
S&P Global Ratings said it assigned its 'BB' issue-level rating to
Energy Transfer Equity L.P.'s (ETE) $2.2 billion senior secured
term loan due 2024 and placed the rating on CreditWatch with
negative implications. The '4' recovery rating reflects S&P's
expectation of average (30%-50%; higher end of range) recovery in
the event of default. The partnership intends to use loan proceeds
to refinance its existing term loan facilities due 2019 and for
working capital and other corporate purposes, including the payment
of transaction fees and expenses. Dallas-based ETE is a large
publicly traded U.S. midstream energy partnership. The 'BB'
corporate credit rating is also on CreditWatch with negative
implications.
Ratings List
Energy Transfer Equity L.P.
Corporate Credit Rating BB/Watch Neg
New Rating
Energy Transfer Equity L.P.
$2.2 bil sr sec term loan due 2024 BB/Watch Neg
Recovery Rating 4H
EVANS & SUTHERLAND: Peter Kellogg Holds 32.8% Stake as of Jan. 18
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Peter R. Kellogg disclosed that as of Jan. 18, 2017, he
beneficially owns 3,722,412 shares of common stock of Evans &
Sutherland Computer Corporation representing 32.8 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/mNIlsX
About Evans & Sutherland
Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
full-dome show content. E&S has developed Digistar 5, the world's
leading digital planetarium with full-dome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system. This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds. As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation. E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters. E&S products have been installed
in over 1,300 theaters worldwide.
Evans & Sutherland reported a net loss of $1.27 million on $35.3
million of sales for the year ended Dec. 31, 2015, compared to a
net loss of $1.30 million on $26.5 million of sales for the year
ended Dec. 31, 2014.
As of Sept. 30, 2016, Evans & Sutherland had $24.67 million in
total assets, $25.37 million in total liabilities and a total
stockholders' deficit of $693,000.
EXAMWORKS GROUP: S&P Assigns 'B' Rating on 1st Lien Loan Facility
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to
Atlanta-based medical exam provider ExamWorks Group Inc.'s repriced
first-lien term loan facility. The recovery rating is '3'. The
pricing on the first-lien loan moves to LIBOR plus 325 basis points
from LIBOR plus 375 basis points.
The '3' recovery rating indicates expectations of meaningful
(50%-70%, at the lower end of the range) recovery in default.
S&P's issue-level rating on the second-lien notes remains 'CCC+'
with a recovery rating of '6,' indicating expectations of
negligible (0%-10) recovery in default.
S&P's corporate credit rating on ExamWorks is 'B' and the outlook
is stable.
S&P continues to expect leverage to remain over 7x and funds from
operations (FFO) to debt to stay in the single-digit range through
2018, following the company's leveraged buyout by Leonard Green &
Partners L.P. in June 2016. Despite the company's leverage
profile, we project ExamWorks to generate single-digit revenue
growth, maintain double-digit margins, and produce double-digit
cash flows through 2018 as the company continues to leverage its
leading market position in its four primary markets.
ExamWorks' business risk profile is characterized by its dominant
market share in U.S., Canada, Australia, and the U.K. Although the
company is subject to regulatory changes and low barriers to entry
in each of its respective markets, it has a broad network of
doctors and maintains a well-developed software and data-security
infrastructure, which S&P views as a competitive advantage against
smaller competitors that lack similar scale and size.
RATINGS LIST
ExamWorks Group Inc.
Corporate Credit Rating B/Stable/--
New Rating
ExamWorks Group Inc.
Senior Secured
$768 Mil. First-Lien Term Loan B
Due 2023 B
Recovery Rating 3L
EXGEN TEXAS: Moody's Lowers Term Loan B to Caa1
-----------------------------------------------
Moody's Investors Service downgraded ExGen Texas Power, LLC's
(ExGen Texas or EGTP) senior secured term loan B due September 2021
to Caa1 from B2 ($659.6 million outstanding). The multi-notch
downgrade reflects Moody's expectation of substantial liquidity
stress in the coming months and an increased default probability
over the intermediate term. Concurrent with this rating action,
Moody's downgraded the $20 million revolving credit facility due
September 2019 to B2 from B1 ($4 million currently drawn). The
rating outlook remains negative.
RATINGS RATIONALE
The Caa1 term loan B rating reflects Moody's expectations of
near-term liquidity strain and increased prospects for a default as
the cash-flow earning profile and available liquidity appears
insufficient to support both the required major maintenance
obligations and scheduled debt service of the project owing to
persistently low power prices and compressed spark spreads in
ERCOT. "We understand that a working capital shortfall is highly
likely by May 2017 in the absence of strategic support or an
agreement for the sponsor to defer intercompany obligations for
certain fuel and operating expenses. Currently the sponsor projects
that nearly all reserves will be utilized by June 2017. That said,
the Caa1 rating captures our view that the shortfall is temporary
and ExGen Texas has shown the ability to quickly alleviate its
liquidity stress early in the third quarter when it generates
nearly all of its cash flow. The rating recognizes that EGTP's
parent and sponsor, Exelon Generation Company, LLC (ExGen: Baa2,
stable), has already provided a modest degree of support to ExGen
Texas in the form of temporary payment deferrals for certain fuel
and operating costs, but also factors in our belief that
incremental support from the parent is likely to be limited given
the non-recourse nature of ExGen Texas' debt obligations to the
parent," Moody's said.
ExGen Texas' annual cash-flow is both highly volatile and weak, and
likely to remain a chronic issue, thus necessitating high levels of
liquidity. ExGen Texas earns the bulk of its cash-flow in the third
quarter (Q3) owing to a blend of market sales and heat-rate call
options while achieving mostly negative cash flow in the remaining
quarters. Given little power price growth during the most recent Q3
as average on-peak levels approximated $35/MWh and the age of
assets in the ExGen Texas portfolio with higher fixed operating
costs, ExGen Texas experienced weaker earnings and cash flow in Q3,
the only and most profitable quarter, and therefore was unable to
fully refill the liquidity buckets embedded in its financing
structure during 2016 as it had in previous years.
During the nine month period from October 2015 through June 2016,
we calculate that ExGen Texas generated negative free cash-flow of
around $98 million (after major maintenance and debt service)
requiring it to drawn down its liquidity reserves to $12.9 million
(liquidity at end of Q2 2016) down from $111 million (reserves at
end of Q3 2015). During Q3 2016, ExGen Texas, as it has in the
past, generated positive free cash-flow of about $82 million (after
its Q3 debt service payment), enabling it to replenish many of its
liquidity buckets, resulting in its total reserves reaching $83
million at Q3 2016 (excluding cash in non-reserve accounts of
around $38 million at that time). However, the quarter's
performance left ExGen Texas with approximately $27 million less in
reserves relative to Q3 2015. To date, we estimate earnings have
continued to be weak in Q4 2016 and early 2017, necessitating
liquidity draws and leading to the anticipated working capital
shortfall. To the extent that ExGen Texas' performance during the
shoulder months of 2017 ends up being similar to the same time
frame in 2016 and to the extent that expenses and capital spending
are unchanged from 2016, liquidity levels throughout 2017 will
remain slim. As mentioned, we understand that a working capital
shortfall could occur as early as May 2017 and would hamper the
ability to operate the projects.
Assuming EGTP can address its 2017 working capital challenges, we
believe that in the absence of material market rebound, ExGen
Texas' constrained liquidity profile will continue, with the cycle
causing liquidity to be utilized during the shoulder month periods
and lower levels of cash flow being generated during the peak
months owing to sustained weak on-peak power prices leading to a
permanent decline in ExGen Texas' liquidity.
The one notch downgrade to B2 from B1 on the revolving credit
facility rating results in a two notch rating differential between
the revolver and the Caa1 rated term loan. The wider notching
reflects Moody's view of substantially higher recovery prospects
for the revolving facility than the term loan in a distressed
scenario given the revolving commitment seniority position in the
event of a bankruptcy as outlined in the inter-creditor agreement
along with its very modest size of $20 million relative to ExGen's
outstanding term loan B debt of $659 million.
The negative outlook on the revolving credit facility and the term
loan B considers both the persistent market weakness and the
increased potential for a default should ExGen Texas not receive
short-term relief with respect to certain operating expenses that
would enable the project to operate and generate sufficient
revenues and cash flow prior to the peak earnings and cash flow
period of Q3 2017. "The negative rating outlook also factors in our
belief that should ExGen Texas need to restructure its debt owing
to an inability to address its working capital challenges or
sustained market weakness in ERCOT, high recovery prospects for
Term Loan B creditors are unlikely given the level of indebtedness
in the capital structure, the age of the assets, and our view of
likely valuations for these assets, based in part of our assessment
of comparable asset sales in the region," said Moody's.
ExGen Texas' rating will be downgraded further if we believe that
the project's plan for meeting near-term working capital needs is
not credible, should the ERCOT market deteriorate more than
expected or should the assets have operating problems resulting in
additional calls on capital.
EGTP owns a portfolio of five electric generating assets in Texas:
the 738 MW Wolf Hollow combined-cycle facility in Granbury; the 510
MW Colorado Bend combined cycle facility in Wharton; the 1,265 MW
Handley natural gas-fired steam boiler in Ft. Worth; the 808 MW
Mountain Creek natural gas-fired boiler in Dallas; and the 156 MW
simple cycle facility in La Porte. EGTP is 100% indirectly, wholly
owned by ExGen, which is in turn a wholly-owned subsidiary of
Exelon Corporation (Baa2 stable).
The principal methodology used in these ratings was Power
Generation Projects published in December 2012.
FORBES ENERGY: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Forbes Energy Services Ltd. 17-20023
3000 South Business Highway 281
Alice, TX 78332
Forbes Energy Services LLC 17-20024
C.C. Forbes, LLC 17-20025
TX Energy Services, LLC 17-20026
Forbes Energy International, LLC 17-20027
Type of Business: Independent oilfield services contractor that
provides a wide range of well site services to
oil and natural gas drilling and producing
companies to help develop and enhance the
production of oil and natural gas.
Chapter 11 Petition Date: January 22, 2017
Court: United States Bankruptcy Court
Southern District of Texas (Corpus Christi)
Judge: Hon. David R Jones
Debtors'
General
Counsel: Richard M. Pachulski, Esq.
Ira D. Kharasch, Esq.
Maxim B. Litvak, Esq.
Joshua M Fried, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067
Tel: (310) 277-6910
Fax: (310) 201-0760
E-mail: rpachulski@pszjlaw.com
ikharasch@pszjlaw.com
mlitvak@pszjlaw.com
jfried@pszjlaw.com
Debtors' Counsel:
Local
Counsel: Kenneth P. Green, Esq.
Phil Snow, Esq.
SNOW SPENCE GREEN LLP
2929 Allen Parkway, Suite 2800
Houston, TX 77019
Tel: 713-335-4800
Fax: 713-335-4848
E-mail: kgreen@snowspencelaw.com
philsnow@snowspencelaw.com
Debtors'
Financial
Advisors: ALVAREZ & MARSAL HOLDINGS, LLC
Debtors'
Investment
Bankers: JEFFERIES LLC
Debtors'
Corporate &
Securities
Counsel: WINSTEAD PC
Debtors'
Solicitation
and Balloting
Consultants: KURTZMAN CARSON CONSULTANTS LLC
Total Assets: $332.57 million as of Sept. 30, 2016
Total Debts: $337.03 million as of Sept. 30, 2016
The petitions were signed by Melvin L. Cooper, senior vice
president and chief financial officer.
Debtors' List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wells Fargo Bank, National 9% Senior Notes $312,329,176
Association due in 2019
Attn: Colli, Raymond Delli
Vice President
As Administrative Agent
Corporate Trust Services
45 Broadway, 14th Floor
New York, NY 10006
Tel: (212) 515-5260
Fax: (212) 515-1589
Email: Raymond.dellicolli@wellsfargo.com
AOC Holding Company, Inc. Estimated Open $479,255
Attn: Alfonso Arguindegui AP Account
Chairman, CEO
6551 Star Court
P.O. Box 1367
Laredo, TX 78041
Tel: (956) 722-5251
Fax: (956) 727-7636
Email: alfonso@argpetro.com
Global Tubing, LLC Estimated Open $115,758
AP Account
Choya Operating LLC Estimated Open $117,725
Email: sally.tarleton@nglep.com AP Account
Warrior Supply, Inc. Estimated Open $101,390
Email: steve@warriorssupply.com AP Account
Fleetpride Estimated Open $77,151
AP Account
French-Ellison Truck Center Estimated Open $70,682
AP Account
Unifirst Holdings, Inc.-811 Estimated Open $58,601
Email: steven_sintros@unifirst.co m AP Account
Rush Truck Interstate Billing Estimated Open $55,003
Email: kellers@rush-enterprises.com AP Account
National Oilwell, L.P. Estimated Open $52,680
AP Account
Kennedy Wire Rope & Sling, Inc. Estimated Open $47,857
Email: g.kennedysr@kwrs.com AP Account
Dragon Rig Sales and Service, Ltd. Estimated Open $38,784
Email: will.crenshaw@modernusa.com AP Account
Felix Benavides Inc. Estimated Open $37,217
Email: felix1959@yahoo.com AP Account
Nov Hydra Rig Estimated Open $36,382
AP Account
Rapid Business Solutions Inc. Estimated Open $36,105
Email: admin@rapidbsi.com AP Account
Texas Petroleum Products, Inc. Estimated Open $34,497
Email: AP Account
kenny@texaspetroleumproducts.com
Pioneer Natural Resources USA Inc. Estimated Open $32,457
Email: Rich.Dealy@pxd.com AP Account
The Goodyear Tire and Rubber Co. Estimated Open $32,239
Email: dave.bialosky@goodyear.com AP Account
Telepacific Communications Co. Estimated Open $31,815
Email: generalcounsel@telepacific.com AP Account
Crown Tire and Retreading, LLC Estimated Open $30,812
Email: AP Account
welfel@crowntireandtreading.com
AT&T Mobility Estimated Open $29,030
AP Account
SAM Nobody's Inc. Estimated Open $29,000
Email: ssrnobody@gmail.com AP Account
Matheson Tri-Gas, Inc. Estimated Open $28,291
AP Account
R.B. Espinoza Welding Service Estimated Open $26,700
Email: rafaelbespinozajr@gmail.com AP Account
Midwest Hose & Specialty, Inc. Estimated Open $26,150
Email: AP Account
harvey.sparkman@midwesthose.com
B&J Air and Pump, Ltd. Estimated Open $23,385
Email: johnny@bjairpump.com AP Account
Brite Star Services, Ltd. Estimated Open $22,920
Email: mcintyre@britestaruniform.com AP Account
R360 Environmental Solutions Inc. Estimated Open $22,817
Email: toddwa@wcnx.org AP Account
Texas Quality Gate Guard Estimated Open $22,147
Service, LLC AP Account
Email: theresa@texasqualitygate
guards.com
Encana Oil & Gas (USA) Pending Undetermined
Email: info@jasonwylielaw.com Litigation
FORBES ENERGY: Files Chapter 11, to Swap $280M Notes for Equity
---------------------------------------------------------------
Forbes Energy Services Ltd. filed voluntary petitions for
reorganization under chapter 11 of the United States Bankruptcy
Code in the U.S. Bankruptcy Court for the Southern District of
Texas-Corpus Christi Division on Jan. 22, 2017 for itself and its
principal subsidiaries pursuant to the terms of the previously
disclosed Restructuring Support Agreement with certain holders of
the Company's 9% senior unsecured notes due 2019.
The chapter 11 filing contemplates the reorganization of the
Debtors pursuant to a prepackaged plan of reorganization. In
accordance with the RSA, Forbes completed solicitation of the
holders of the Senior Unsecured Notes for acceptance of the Plan on
January 18, 2017. Holders of 87.14% in principal amount of the
outstanding Senior Unsecured voted to accept the Plan.
According to the Company's Form 8-K filing with the Securities and
Exchange Commission, on December 22, 2016, the Debtors commenced a
solicitation of votes to accept or reject the Plan from the holders
of the Senior Notes. Of the holders of the Senior Notes that voted
to accept or reject the Plan, 93.75% of such holders voted to
accept the Plan, which represents 99.46% in principal amount of the
Senior Notes held by such holders.
Principal terms of the Plan, among others, are:
-- The existing equity interests in the Company,
including common and preferred stock, will be
extinguished without recovery.
-- Holders of allowed general unsecured claims,
including ordinary course trade vendors, but
excluding holders of the Senior Unsecured Notes,
will be paid in full in the ordinary course of
business or otherwise have their rights reinstated
under the bankruptcy code.
-- The 9% senior notes due 2019 will be canceled and
each holder of the Senior Unsecured Notes will
receive such holder's pro rata share of:
(i) $20 million in cash, and
(ii) 100% of the new common stock of the
reorganized Company, subject to dilution
on account of shares issued or available
for issuance under a management incentive
plan to be implemented under the Plan.
-- Certain holders of the Senior Unsecured Notes will
make available to the reorganized company a
$50 million new first lien term loan facility,
which will be backstopped by those certain holders
of the Senior Unsecured Notes who executed a Backstop
Agreement dated December 21, 2016 by and among the
Company and such holders of the Senior Unsecured
Notes.
-- The Company's loan and security agreement, dated
as of September 9, 2011 and subsequently amended,
with Regions Bank and the lenders party thereto
will be terminated and a credit facility to be
negotiated and entered into with Regions Bank on
the effective date of the Plan will cover letters
of credit and bank product obligations.
In a Jan. 6 filing with the SEC, the Company declared that, in
light of its financial restructuring efforts, the Company and each
member of the Company's board of directors agreed to (i) cancel
those restricted stock unit awards subject to that member's
restricted stock unit award agreement dated May 24, 2016 which had
not vested on or prior to December 31, 2016 and (ii) terminate that
member's restricted stock unit award agreement, in each case,
effective as of December 31, 2016.
On Monday, the Company said it will continue to operate in the
ordinary course of business during the bankruptcy proceeding and
has filed various "first day" motions seeking approval of relief so
as to operate without impact or interruption to Forbes' valued
employees, customers, vendors and other important parties. To that
end, Forbes intends to continue to pay employee salaries and
benefits, vendors and trade creditors in full, and continue all
customer programs as before. The "first day" motions are scheduled
to be heard by the Bankruptcy Court on the morning of Wednesday,
January 25, 2017. The Company anticipates the relief requested
being granted.
Forbes said it has ample liquidity to support the business during
the chapter 11 proceeding. Moreover, the Plan provides for a
facility of $50 million to be funded by certain of the Company's
bondholders to ensure that Forbes has adequate working capital
after the Plan goes effective.
According to the Company, the bankruptcy filing constitutes an
event of default that accelerated the Company's obligations under
(i) the indenture, dated as of June 7, 2011, among Forbes, as
issuer, the Subsidiaries, as subsidiary guarantors, and Wells Fargo
Bank, National Association, as trustee, governing the terms of the
Senior Notes, or the Indenture, and (ii) the Company's loan and
security agreement, dated as of September 9, 2011, as subsequently
amended, or the Loan Agreement, with Regions Bank, as agent for the
secured parties, or the Agent, and the lenders party thereto, or
the Lenders. The Indenture and the Loan Agreement provide that, as
a result of the Bankruptcy Petitions, all outstanding indebtedness
due thereunder shall be immediately due and payable. Any efforts to
enforce such payment obligations under the Indenture and the Loan
Agreement are automatically stayed as a result of the Bankruptcy
Petitions, and the creditors' rights of enforcement in respect of
the Indenture and the Loan Agreement are subject to the applicable
provisions of the Bankruptcy Code.
The Debtors have filed a motion with the Bankruptcy Court seeking
to administer all of the Debtors' chapter 11 cases jointly under
the caption In re Forbes Energy Services Ltd., et al (Bankr. S.D.
Tex. Case No. 17-20023). The subsidiary Debtors in the chapter 11
cases are Forbes Energy Services LLC, C.C. Forbes, LLC, Forbes
Energy International, LLC and TX Energy Services, LLC. No trustee
has been appointed in the chapter 11 cases.
Pachulski Stang Ziehl & Jones LLP is acting as legal restructuring
counsel, Winstead PC is acting as corporate and securities counsel,
and Alvarez & Marsal North America, LLC and Jefferies LLC are
acting as financial advisors for the Company. Kurtzman Carson
Consultants, LLC serves as the Debtors' claims agent.
Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal
counsel and FTI Consulting is acting as financial advisor to the
Supporting Noteholders.
About Forbes Energy
Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) --
http://www.forbesenergyservices.com/-- is an independent oilfield
services contractor that provides a broad range of drilling-related
and production-related services to oil and natural gas companies,
primarily onshore in Texas and Pennsylvania.
The Company's balance sheet at Sept. 30, 2016, showed total
assets of $332.6 million, total liabilities of $337.0 million,
$15.10 million series B senior convertible preferred shares, and a
stockholders' deficit of $19.57 million.
GENE CHARLES: Seeks to Hire Sheehan & Nugent as Legal Counsel
-------------------------------------------------------------
Gene Charles Valentine Trust seeks approval from the U.S.
Bankruptcy Court for the Northern District of West Virginia to hire
legal counsel in connection with its Chapter 11 case.
The Debtor proposes to hire Sheehan & Nugent, PLLC to give legal
advice regarding its duties under the Bankruptcy Code, assist in
the preparation of a bankruptcy plan, and provide other legal
services.
The firm's attorneys and paralegals will be paid $380 per hour and
$100 per hour, respectively.
Sheehan & Nugent does not represent any interest adverse to the
Debtor or its bankruptcy estate, according to court filings.
The firm can be reached through:
Martin P. Sheehan, Esq.
Sheehan & Nugent, PLLC
41 Fifteenth St.
Wheeling, WV 26003
Phone: (304) 232-1064
Fax: (304) 232-1066
Email: sheehanbankruptcy@wvdsl.net
About Gene Charles Valentine Trust
Gene Charles Valentine formed Gene Charles Valentine Trust as a
California business trust on November 26, 1986.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. W.Va. Case No. 16-01196) on November 28, 2016.
The petition was signed by Gene Charles Valentine, trustee. The
case is assigned to Judge Patrick M. Flatley.
At the time of the filing, the Debtor estimated its assets at $50
million to $100 million and debts at $10 million to $50 million.
The Debtor filed an application in December 2016 to hire
Mazurkraemer Business Law as its legal counsel.
GOLDEN MARINA: Auction of Greenfield Properties on April 3
----------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Golden Marina Causeway,
LLC's procedures in connection with the sale of two contiguous
parcels of real estate in downtown, Milwaukee, comprising
approximately 47 acres ("Greenfield Properties") to Wisconsin Gas,
LLC, for $4,000,000, subject to overbid.
The deadline for submitting bids for the Greenfield Properties is
March 21, 2017 at 5:00 p.m. (PC). No bid will be deemed to be a
Qualified Bid or otherwise considered for any purposes unless such
bid meets the requirements set forth in the Sale Procedures.
A copy of the Sales Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Golden_Marina_102_Order.pdf
The Debtor may sell the Greenfield Properties by conducting an
Auction in accordance with the Sale Procedures. The Auction will
be conducted openly. If more than one Qualified Bid is timely
received by the Debtor in accordance with the Sale Procedures, the
Auction will take place on April 3, 2017 at 1:00 p.m. (PCT) at the
offices of FactorLaw, 105 W. Madison St., Suite 1500, Chicago,
Illinois, or such other place and time as the Debtor announces.
If, however, no Qualified Bids, other than the bid of Wisconsin Gas
in the APA, are received by the Bid Deadline, then the Auction will
not be held and the Debtor will proceed with the sale to Wisconsin
Gas in accordance with the APA.
The Sale Hearing will be held on April 4, 2017, at 10:30 a.m.
(PCT), or as soon thereafter as counsel and interested parties may
be heard.
Ten business days after entry of the Sale Procedure Order, and as
soon thereafter as additional parties entitled to notice are
identified, the Debtor will cause a notice and a copy of the Sale
Procedure Order to all interested parties.
The Debtor also will publish a notice of the auction and the
applicable dates in one or more publications the Debtor deems
appropriate, including but not limited to, one or more newspapers
of general circulation in Milwaukee, and file proof of publication
with the Court.
As soon as possible after the Bid Deadline, but no later than 2
business days thereafter, the Debtor will file a notice with the
Court of the Contracts that each Qualified Bidder wishes to assume,
if any, and serve on each party to an Assigned Contract, a Cure
Notice. The Cure Notice will be sent through whatever means the
Debtor believes is most likely to provide the contract
counter-party with the most notice of the hearing to assume the
contract and the amount, if any, of the Cure required for
assumption, including through email, facsimile or overnight
courier. The Debtor will file proof of service for the Cure
Notices.
The hearing to consider the assumption and assignment of any
Assumed Contracts and the Cure Amount will take place at the Sale
Hearing. Each Cure Notice will state the cure amount that the
Debtor believes is necessary to assume and assign such Assigned
Contract pursuant to Section 365 of the Bankruptcy Code and notify
each such party thereto that such party's Contract may be assumed
and assigned to the Winning Bidder.
Any objection to the Cure Amount or the assumption and assignment
of the subject contract must be filed on, at or before the Sale
Hearing and state with specificity what cure the party to the
Assigned Contract believes is required, along with appropriate and
sufficient documentation in support thereof and the reasons, if
any, the Assumed Contract is not subject to assumption and
assignment. If no objection is timely received, the Assigned
Contract will be assumed and assigned as set forth in the Cure
Notice or any related notice and the Cure Amount set forth in the
Cure Notice will be controlling notwithstanding anything to the
contrary in the Assigned Contract or other document, and the
non-debtor party to such Assigned Contract will be forever barred
from asserting any other claim arising prior to the assignment
against the Debtor or the Winning Bidder as to such Assigned
Contract.
If the Debtor receives an objection to the assumption and
assignment of an Assigned Contract or the Cure Amount, the
objection must set forth the basis for the objection and the cure
amount, if any, the objecting party claims is owed with appropriate
documentation in support thereof.
Upon receipt of a Cure Amount/Assignment Objection, the Debtor is
authorized, but not directed, to resolve any Cure Amount/Assignment
Objection by mutual agreement with the objecting counterparty to
any Executory Contract or Unexpired Lease without further order of
the Court. In the event that the Debtor and any objecting party
are unable to consensually resolve any Cure Amount/Assignment
Objection, the Court will resolve any such Cure Amount/Assignment
Objection either at the Sale Hearing or at a further hearing.
Objections to the sale of the Greenfield Properties, or the relief
requested in the Motion must be submitted at 5:00 p.m. (PCT) on
March 30, 2017, or such later date and time as the Debtor may
agree.
Wisconsin Gas is designated as the "stalking horse" bidder for the
Greenfield Properties. Wisconsin Gas is deemed a Qualified Bidder
and the APA is a Qualified Bid and without the need for any further
action by Wisconsin Gas, it is eligible to participate in the
Auction.
The APA is approved solely to the extent of its use as a form that
all other entities wishing to submit Qualified Bids for the
Greenfield Properties must follow, as provided in the Sale
Procedures. Pursuant to the APA, to the extent the Debtor does not
receive any higher or better offers, and all other conditions to
closing are met, including entry of an order approving the APA and
an order acceptable to the parties authorizing the sale, the Debtor
and Wisconsin Gas will consummate the transaction contemplated in
the APA and this motion.
The Break-up Fee is approved as follows: The Break-up Fee will be
in an amount equal to $100,000, which will be payable to Wisconsin
Gas if (i) Wisconsin Gas has not defaulted on any of its
obligations under the APA and remains ready, willing and able to
close on the sale of the Greenfield Properties in the amount of its
bid, as set forth in the APA or at the Auction, (ii) Wisconsin Gas
is not the Winning Bidder, and (iii) the Debtor consummates the
sale of the Greenfield Properties to an entity unrelated to
Wisconsin Gas and receives the sale proceeds related to such sale.
The amount of the Break-up Fee constitutes reimbursement of
Wisconsin Gas' fees and other expenses incurred in connection with
this transaction; if payment of the Break-Up Fee is triggered, it
shall constitute an allowed administrative expense of Debtor's
estate.
The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are
waived and the Sale Procedures Order will be effective immediately
upon its entry.
About Golden Marina Causeway
Golden Marina Causeway LLC owns two parcels of real estate,
located at 302 and 311 East Greenfield Avenue in Milwaukee,
Wisconsin.
The parcel at 311 E. Greenfield consists of 47 acres and the
smaller
parcel at 302 E. Greenfield is approximately 1 acre.
Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 15-22373) on June 29, 2015. On July 2, 2015, L.
Fromelius Investment Properties LLC filed a petition for relief
under
Chapter 11 of the Bankruptcy Code under Case No. 15-22943, and on
Feb. 5,
2016, Golden Marina Causeway LLC filed for relief under Chapter
11, under Case No. 16-03587.
Mr. Fromelius is the sole member of Investment Properties. He is
also the sale member of East Greenfield Investors LLC, which in
turn is the sole member of Golden Marina Causeway LLC.
GREAT BASIN: Has 151.2M Outstanding Common Shares as of Jan. 20
---------------------------------------------------------------
As previously disclosed on the Current Report on Form 8-K filed
with the SEC on Jan. 20, 2017, on Jan. 19, 2017, the Company and
certain 2016 Note Buyers entered into separate amendment agreements
to amend the terms of the 2016 Notes. As per the terms of the
Amendment Agreement any pre-installment conversion shares
previously issued immediately reduced the principal amount of the
2016 Notes outstanding by $0.044 per pre-installment conversion
share received. Prior to Jan. 17, 2017, as previously reported by
the Company, the Company had issued 781,627 pre-installment
conversion shares and therefore, pursuant to the Amendment
Agreement on Jan. 19, 2017, the principal amount outstanding of the
2016 Notes was immediately reduced by $34,392 ($0.044 per
pre-installment conversion share).
On January 17 through Jan. 19, 2017, certain holders of the 2016
Notes were issued shares of the Company's common stock pursuant to
Section 3(a)(9) of the United States Securities Act of 1933, (as
amended) in connection with the pre-installment amounts converted
for the installment date of Jan. 30, 2017. In connection with the
pre-installments, the Company issued 1,246,094 shares of common
stock. As per the terms of the Amendment Agreement on Jan. 19,
2017, the principal amount outstanding of the 2016 Notes was
immediately reduced by $54,828 ($0.044 per pre-installment
conversion share).
On Jan. 20, certain holders of the 2016 Notes were issued shares of
the Company's common stock pursuant to Section 3(a)(9) of the
United States Securities Act of 1933, (as amended) in connection
with conversions at the election of the holder pursuant to the
terms of the 2016 Notes, as amended. In connection with the
conversions, the Company issued 142,763,654 shares of common stock.
As per the terms of the 2016 Notes, as amended, these
pre-installment shares immediately reduced the principal amount
outstanding of the 2016 Notes by $266,968 or $0.00187 per share.
As of Jan. 20, 2017, a total principal amount of $609,235 of the
2016 Notes has been converted into shares of common stock.
Approximately $74.4 million in note principal remains to be
converted. Restrictions on a total of $9.8 million in the
Company's restricted cash accounts has been released including $6.0
million at closing and $3.8 million in early release from the
restricted cash accounts. $58.2 million remains in the restricted
cash accounts to have the restrictions removed and become available
to the Company at future dates pursuant to terms of the 2016
Notes.
As of Jan. 20, 2017, there are 151,288,719 shares of common stock
issued and outstanding.
In connection with the conversions of the 2016 Notes, the exercise
prices of certain of our issued and outstanding securities were
automatically adjusted to take into account the conversion price of
the 2016 Notes. The exercise prices of the following securities
were adjusted as follows.
Class A and Class B Warrants
As of Jan. 20, 2017, the Company had outstanding Class A Warrants
to purchase 48 shares of common stock and Class B Warrants to
purchase 29 shares of common stock of the Company. The Class A and
Class B Warrants include a provision which provides that the
exercise price of the Class A and Class B Warrants will be adjusted
in connection with certain equity issuances by the Company. The
consummation of the Conversions triggers an adjustment to the
exercise price of the Class A and Class B Warrants. Therefore, as
of Jan. 20, 2017, the exercise price for the Class A and Class B
Warrants was adjusted from $2.53 to $0.0019 per share of common
stock.
Common Stock Warrants
As of Jan. 20, 2017, the Company had outstanding certain common
stock warrants to purchase 2 shares of common stock of the Company.
As a result of the Conversions, as of Jan. 20, 2017, the exercise
price for certain Common Warrants was adjusted from $2.53 to
$0.0019 per share of common stock.
Series B Warrants
As of Jan. 20, 2017, the Company has outstanding Series B Warrants
to purchase 36 shares of common stock of the Company. The Series B
Warrants include a provision which provides that the exercise
prices of the Series B Warrants will be adjusted in connection with
certain equity issuances by the Company. As a result of the
Conversions, as of Jan. 20, 2017, the exercise price for certain
Common Warrants was adjusted from $27.5 million to $8.9 million per
share of common stock.
Series D and 2015 Subordination Warrants
As of Jan. 20, 2017, the Company has outstanding Series D Warrants
to purchase 2,361,468 shares of common stock and 2015 Subordination
Warrants to purchase 71,129 shares of common stock of the Company.
The Series D and 2015 Subordination Warrants include a provision
which provides that the exercise prices of the Series D and 2015
Subordination Warrants will be adjusted in connection with certain
equity issuances by the Company. The consummation of the
Conversions triggers an adjustment to the exercise price of the
Series D and 2015 Subordination Warrants. Therefore, as of Jan.
20, 2017, the exercise price for the Series D and 2015
Subordination Warrants was adjusted from $2.53 to $0.0019 per share
of common stock.
Series G Warrants
As of Jan. 20, 2016, the Company had outstanding Series G Warrants
to purchase 159 shares of common stock of the Company. The Series
G Warrants include a provision which provides that the exercise
price of the Series G Warrants will be adjusted in connection with
certain equity issuances by the Company. The consummation of the
Conversions triggers an adjustment to the exercise price of the
Series G Warrants. Therefore, as of Jan. 20, 2017, the exercise
price for the Series G Warrants was adjusted from $2.53 to $0.0019
per share of common stock.
About Great Basin
Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals. The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.
Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.
As of Sept. 30, 2016, Great Basin had $83.40 million in total
assets, $144.9 million in total liabilities, and a total
stockholders' deficit of $61.47 million.
Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows. These
issues raise substantial doubt about its ability to continue as a
going concern.
GREEN FUEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Green Fuel Technologies
3423 S. 51st Ave.
Phoenix, AZ 85043
Case No.: 17-00594
Chapter 11 Petition Date: January 20, 2017
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Brenda Moody Whinery
Debtor's Counsel: Pernell W. McGuire, Esq.
DAVIS MILES MCGUIRE GARDNER, PLLC
40 E Rio Salado Parkway, Ste 425
Tempe, AZ 85281
Tel: 480-733-6800
Fax: 480-733-3748
E-mail: pmcguire@davismiles.com
azbankruptcy@davismiles.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Casey, managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb17-00594.pdf
HALLUCINATION MEDIA: Feb. 16 Plan Confirmation Hearing
------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has conditionally approved Hallucination Media,
LLC's disclosure statement dated Jan. 11, 2017, referring to the
Debtor's plan of reorganization.
A hearing to consider the approval of the Debtor's Disclosure
Statement and confirmation of the Plan will be held on Feb. 16,
2017, at 10:30 a.m.
Objections to the Disclosure Statement must be filed no later than
seven days prior to the hearing.
Parties-in-interest will submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than eight days
before the date of the Confirmation Hearing.
The Debtor will file a ballot tabulation no later than three days
before the date of the Confirmation Hearing.
All creditors and parties-in-interest that assert a claim against
the Debtor which arose after the filing of this case, including all
professionals seeking compensation from the estate of the Debtor
pursuant to U.S. Bankruptcy Code Section 330, must file motions or
applications for the allowance of the claims with the Court no
later than 14 days after the entry of this Jan. 18 court order.
Three days prior to the Confirmation Hearing, the Debtor will file
a confirmation affidavit which will contain the factual basis upon
which the Debtor relies in establishing that each of the
requirements of Bankruptcy Code Section 1129 are met.
About Hallucination Media
Hallucination Media, LLC, filed a Chapter 11 petition (Bankr. M.D.
Fla., Case No. 16-04116) on May 12, 2016. The petition was signed
by Bryan L. Nichols, manager and member. The Debtor is represented
by Leon A. Williamson Jr., Esq., at the Law Office of Leon A.
Williamson, Jr., P.A. The Debtor estimated assets at $50,001 to
$100,000 and liabilities at $0 to $50,000 at the time of the
filing.
HEADWATERS INC: S&P Puts 'BB-' CCR on CreditWatch Positive
----------------------------------------------------------
S&P Global Ratings said it placed its ratings on Headwaters Inc.,
including the 'BB-' corporate credit rating, on CreditWatch with
positive implications.
S&P expects Boral Ltd. of Australia to acquire U.S.-based building
products producer Headwaters Inc. for $2.6 million in cash
(including outstanding debt) by mid-2017. Headwaters has continued
its trend of increased sales and EBITDA as U.S. construction
markets continue their recovery, and S&P expects the Krestmark
acquisition will contribute to further improvement.
The CreditWatch placement reflects the pending acquisition by
higher-rated Boral Ltd. (BBB/Stable). Before the acquisition, S&P
expects Headwaters will maintain credit measures consistent with a
significant financial risk profile throughout 2017, including debt
to EBITDA of between 3.5x and 4x, fueled by continued improved
operating performance due to both organic growth and the Krestmark
acquisition, consistent with the existing 'BB-' rating. S&P
expects that upon acquisition by Boral Ltd., which is subject to
regulatory approvals, all existing debt of Headwaters will be
repaid in full and Headwaters will operate as a wholly owned
subsidiary of Boral.
"We will resolve our CreditWatch listing immediately following the
completion of the acquisition of Headwaters by Boral, expected in
mid-2017," said S&P Global Ratings credit analyst Kimberly Garen.
"Assuming the transaction closes according to terms, we will likely
equalize the rating on Headwaters to that of Boral, which is now
'BBB', and then subsequently withdraw the rating on Headwaters. If
the transaction does not close, we would likely affirm the current
'BB-' rating on Headwaters."
HOLY NAZARENE DELIVERANCE: Maltz to Auction Brooklyn Property
-------------------------------------------------------------
Holy Nazarene Ministries, Inc., doing business as Holy Nazarene
House of Prayer for All People, filed a notice with the U.S.
Bankruptcy Court for the Eastern District of New York that it is
selling its real property located at 237 Ralph Avenue, Brooklyn,
New York, by public auction to be conducted by Maltz Auctions,
Inc.
Objections, if any, to the relief requested in the Motion must be
made filed 7 days prior the Presentment Date.
In the event that an objection is received, the Court may hold a
hearing with respect to the signature of the Order, and the
undersigned will inform any part filing an objection as to the date
and time of such hearing.
About Holy Nazarene Deliverance
Holy Nazarene Deliverance Ministries, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
16-42137) on May 17, 2016. The case is assigned to Judge Nancy
Hershey Lord.
INFOMOTION SPORTS: Liquidating Trustee Taps Madoff as Counsel
-------------------------------------------------------------
The liquidating trustee for InfoMotion Sports Technologies, Inc.
seeks approval from the U.S. Bankruptcy Court for the District of
Massachusetts to hire legal counsel.
David Madoff, the liquidating trustee, proposes to hire his own law
firm Madoff & Khoury LLP to assist him in connection with the
Debtor's Chapter 11 case. The firm will be paid on an hourly basis
and will receive reimbursement for work-related expenses.
Mr. Madoff disclosed in a court filing that he and other members of
his firm are "disinterested persons" as defined in section 101(14)
of the Bankruptcy Code.
Madoff & Khoury can be reached through:
David B. Madoff, Esq.
Madoff & Khoury LLP
124 Washington Street, Suite 202
Foxborough, MA 02035
Phone: (508) 543-0040
Email: madoff@mandkllp.com
About InfoMotion Sports
InfoMotion Sports Technologies, Inc. --
http://www.infomotionsports.com/-- sought chapter 11 protection
(Bankr. D. Mass. Case No. 16-10724) on March 1, 2016. The petition
was signed by Michael Crowley, CEO.
The Debtor is represented by Warren E. Agin, Esq., at Swiggart &
Agin, LLC, in Boston. The case is assigned to Judge Joan N.
Feeney. At the time of the filing, the Debtor estimated its assets
and debt at less than $10 million.
On December 19, 2016, the court confirmed the Debtor's Chapter 11
plan of reorganization. David B. Madoff, Esq., was appointed as
liquidating trustee pursuant to the plan.
IOWA HEALTHCARE: McKesson Technologies Appointed to Committee
-------------------------------------------------------------
The U.S. trustee for Region 12 on Jan. 23 disclosed in a court
filing that Health Enterprises Medical Laboratory, LLC is no longer
a member of Central Iowa Healthcare's official committee of
unsecured creditors.
In the same filing, the bankruptcy watchdog announced that it
appointed McKesson Technologies, Inc. to serve on the committee.
McKesson Technologies can be reached through:
Travis Lawrence
McKesson Technologies, Inc.
5995 Windward Parkway, Office 2706
5026 Alpharetta, GA 30005
Phone: (404) 338-3259
Email: Travis.Lawrence@McKesson.com
About Central Iowa Healthcare
Central Iowa Healthcare, formerly doing business as Marshalltown
Medical Surgical Center, is a not-for-profit corporation formed
under the laws of the State of Iowa, and is tax exempt pursuant to
section 501(c)(3) of the Internal Revenue Code. It is governed by
a 14-member Board of Trustees of which two members serve on an
ex-officio basis.
CIH operates a community hospital in Marshalltown, Iowa, which is
located between Des Moines and Cedar Rapids. Its 49-bed, acute
care facility is the only full-service medical center in the area.
CIH provides inpatient, outpatient, emergency care, and medical
clinic services for the residents of Marshall, Tama, and Grundy
counties. These counties combined have a population of over 60,000
and are home to several large companies that are significant local
employers.
CIH is the sixth largest employer in Marshalltown. According to
U.S. Census 2015 data, Marshalltown's population is estimated at
27,620 and a median income of $50,396.
Declining revenues over the past several years have placed a
considerable financial strain on CIH and led to uncertainty about
the hospital's ability to continue as a going concern.
CIH sought Chapter 11 protection (Bankr. S.D. Iowa Case No. Case
No. 16-02438) on Dec. 20, 2016. The petition was signed by Dawnett
Willis, acting CEO. The Debtor disclosed $81.91 million total
assets and $20.02 million total liabilities.
The case is assigned to Judge Anita L. Shodeen. The Debtor hired
Bradshaw,Fowler, Proctor & Fairgrave, P.C. as its legal counsel,
and Alvarez & Marsal Healthcare Industry Group, LLC as its
financial advisor.
The U.S. Trustee for the Southern appointed Susan N. Goodman as the
patient care ombudsman for CIH.
On December 28, 2016, the U.S. Trustee appointed an official
committee of unsecured creditors.
JANE O'BRIEN: Property Not Beneficial to Creditors, Examiner Says
-----------------------------------------------------------------
Macken Toussaint, examiner in the Chapter 11 bankruptcy case of
Jane E. O'Brien, filed a report on January 20, 2017, informing the
U.S. Bankruptcy Court for the District of Massachusetts that the
Debtor purchased for $1,097,500 a more than 6,500 square feet real
property located on over an acre of land.
The Examiner said the real property has 14 plus rooms, including at
least six bedrooms between the second floor and the attic, and with
four full and two half bathrooms. There are several recorded
mortgages and other liens against the real property, including (i)
Senior Mortgagee's proposed claim of over $3,500,000, and (ii)
junior mortgages, Massachusetts tax liens, and Federal tax liens in
excess of $1,500,000.00.
The Examiner also reported that:
(i) the Debtor's son attempted to live in the house starting in
or about August 2016 but had to move out in or about October 2016
as the heating system was not working;
(ii) if the Debtor's daughter moves in after the heating system
is repaired (and the other necessary repairs inside the house are
completed), the Debtor's daughter may pay approximately $2,000.00 a
month and other family members (the Debtor's sister and husband)
might contribute another $6,000.00 per month as a gift, presumably
until the Debtor is released and is employed; and,
(iii) when the Debtor's son temporarily occupied the real
property, from about August to October 2016, the maintenance or
repairs seem to have included installation of a new water heater,
some electrical work, service of one of the two boilers, and some
plumbing related repairs.
Moreover, the real estate taxes for the real property is
approximately $5,000.00 per quarter and that the Senior Mortgagee
has been paying the real estate taxes, the Examiner said.
The Examiner noted that based on the Debtor's own valuation
numbers, the Debtor has no equity in the real property, her only
significant asset, that would be benefit her creditors. In fact,
the real property is subject to some significant deterioration as
it remains vacant, including likelihood of damages from freezing
pipes while the heating system is not operating. The Examiner
questions the Debtor's likelihood of a successful reorganization in
Chapter 11 and her ability to propose a confirmable Chapter 11 plan
considering the various requirements under the Bankruptcy Code.
The Examiner further noted that the Debtor's ability to repay
creditors' claims through a Chapter 11 plan depends on the Debtor's
timely release from prison and availability of the Debtor's
disposable income, from employment or otherwise.
The Examiner can be can be reached at:
Macken Toussaint, Esq.
RIEMER & BRAUNSTEIN LLP
Three Center Plaza
Boston, MA 02108
Tel.: (617)523-9000
Email: mtoussaint @riemerlaw.com
Jane E. O'Brien filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 16-13922) on October 13, 2016 and is represented by David G.
Baker, Esq. -- david@bostonbankruptcy.org
JBL PROPERTIES: Seeks to Hire Vogel Bach as Legal Counsel
---------------------------------------------------------
JBL Properties Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire legal counsel.
The Debtor proposes to hire Vogel Bach & Horn, LLP to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.
Vogel Bach will be paid an hourly rate of $225 for its services.
Eric Horn, Esq., 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:
Eric H. Horn, Esq.
Shirin Movahed, Esq.
Vogel Bach & Horn, LLP
1441 Broadway, 5th Floor
New York, NY 10018
Tel. (212) 242-8350
Fax (646) 607-2075
Email: ehorn@vogelbachpc.com
About JBL Properties
JBL Properties Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-43604) on August 10,
2016. The petition was signed by Sanford Solny, authorized
representative.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
JKJ ELECTRIC: Seeks to Pay Meiselman on Contingent Fee Basis
------------------------------------------------------------
JKJ Electric, Inc. has filed an application seeking approval from
the U.S. Bankruptcy Court in Maryland to pay its legal counsel,
Meiselman, Salzer, Inman & Kaminow P.C., on a contingent fee
basis.
The Debtor has been paying Meiselman on an hourly basis since it
obtained court approval to hire the law firm in connection with its
Chapter 11 case.
In its application, the Debtor said it expects to recover payments
from Terwisscha Construction, Inc. and that it wants its legal
counsel to be paid on a contingent fee basis. The proposed fee
will be one-third of the gross amount of funds recovered.
David Kaminow, Esq., at Meiselman, disclosed in a court filing that
his firm does not represent any interests adverse to the Debtor or
its bankruptcy estate.
The firm can be reached through:
David J. Kaminow, Esq.
611 Rockville Pike, Suite 225
Rockville, MD 20852
Phone: 301-315-9400
Fax: (301) 340-0130
Email: dkaminow@kamlaw.net
About JKJ Electric
JKJ Electric, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 14-26624) on October 28,
2014. The petition was signed by Jayson Jolivette, president.
The case is assigned to Judge Thomas J. Catliota.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million.
On May 19, 2016, the court confirmed the Debtor's Chapter 11 plan.
JOSEPH HEATH: Zhang Buying Alexandria Property for $550K
--------------------------------------------------------
Joseph F. Heath asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to authorize the sale of real property known
as 2449 Huntington Park Drive, Alexandria, Virginia, to Andy Zhang
for $550,000.
The Debtor and the Buyer entered into Residential Sale Contract,
dated Jan. 17, 2017, with Adendums.
The material terms of the Contract are:
a. Seller: Joseph F. Heath
b. Buyer: Andy Zhang
c. Property to be Sold: 2449 Huntington Park Drive,
Alexandria, Virginia
d. Purchase Price: $550,000
e. Deposit: $5,000
f. Terms: Free and clear of all liens.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Joseph_Heath_78_Sales.pdf
The application for employment of the realtor, Howard Wallach, has
been submitted with an order endorsed by the Office of the United
States Trustee, and is awaiting entry. His Application and Listing
Agreement specifies a 3.5% (total) commission on the sale.
The property is encumbered by two liens: (i) a Deed of Trust with
Chase Mortgage with a balance of approximately $402,909; and (ii) a
tax lien in the amount of $970,369. The total of all liens on the
property exceed the property's value and the net proceeds which are
expected to come from the proposed sale.
Upon information and belief, the trust holders whose claims are
impaired by the proposed sale either have or will consent to the
sale.
The proposed sale is in the best interest of the estate, since it
represents the greatest value to the estate and to the creditors
which may be derived from the property, and also because the sale
of the property will reduce the indebtedness owed to the IRS,
blanket lien holder, and help to create equity in the other
property securing their claims. Accordingly, the Debtor asks the
Court to enter an Order approving the sale of the property to Zhang
free and clear of all liens, allowing the costs of sale including
the real estate commission be paid from the settlement, and that
the claims of the lien holder will attach to the net proceeds of
the sale in the order of their priority.
About Joseph F. Heath
Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in
the
range of $0 to $50,000 and $100,001 to $500,000 in debt. The
Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett
A. Brown, as counsel.
KENT MANOR: Court Allows DIP Loan on Final Basis
------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized Kent Manor Inn, LLC, to obtain
Debtor-in-Possession Financing on a final basis.
The Debtor represented that no further advances under the DIP
Financing Documents were available or being sought.
The Debtor told the Court that it required financing in order to
continue operating its business. The Debtor further told the Court
that it was funding operations from its post-petition revenues.
The Debtor contended that inasmuch as December and January were the
Debtor's slowest months, the Debtor required debtor-in-possession
financing in order to maintain operations through Closing.
The relevant terms of the Post-Petition Credit Facility, among
others, are:
(1) Loan Commitment: Up to $100,000.
(2) Interest: 9% per annum.
(3) Loan Origination Fee: Two percentage points of the
Principal Amount borrowed.
(4) Optional Prepayment of Loans: Optional prepayment, without
penalty or premium.
(5) Liens and Superpriority Claims: Super-priority lien
pursuant to sections 364(c)(1)-(2) and 364(d).
(6) Collateral: All assets of the Borrower.
(7) Maturity: The earlier of Closing on the sale of the
property, or Feb. 28, 2017, unless extended by consent or Court
Order.
A full-text copy of the Final Order, dated Jan. 13, 2017, is
available at
http://bankrupt.com/misc/KentManor2016_1618048_192.pdf
About Kent Manor Inn
Kent Manor Inn, LLC, owns and operates the Kent Manor Inn, located
at 500 Kent Manor Drive, in Stevensville, Maryland. The real
property consists of a historic, restored 1820s waterfront home,
situated on roughly 220 acres of woods and farmland.
Creditors Alan J. Michaels, William Lackey, III, and Laurie Sewell
filed an involuntary chapter 11 petition against Kent Manor Inn,
LLC aka Historic Kent Manor Inn (Bankr. D. Md. Case No. 16-18048)
on June 14, 2016. The petitioners were represented by Catherine
Keller Hopkin, Esq., Tydings & Rosenberg, LLP.
The Debtor consented to the bankruptcy on July 13, 2016.
The Order for Relief was entered on Aug. 15, 2016. The Debtor
continues to operate its business and manage its property and
affairs as a debtor-in-possession pursuant to Sec. 1107 and 1108 of
the Bankruptcy Code.
The Debtor is represented by James M. Greenan, Esq. and Steven L.
Goldberg, Esq., at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch,
P.A.
* * *
On Dec. 9, 2016, the Court entered an order approving the sale of
substantially all of the Debtor's assets, with closing scheduled to
occur on or before Jan. 31, 2017.
LAPS ENTERPRISES: Seeks to Hire Merrill PA as Counsel
-----------------------------------------------------
LAPS Enterprises USA, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida, West Palm Beach
Division, to employ David Lloyd Merrill, Esq. of the law firm of
Merrill PA as counsel.
Professional services the attorney will render are:
a. To give advice to the debtor with respect to its powers and
duties as a debtor in possession and the continued management of
its business operations;
b. To advise the debtor with respect to its responsibilities
in complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. To prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of the case;
d. To protect the interest of the debtor in all matters
pending before the court;
e. To represent the debtor in negotiation with its creditors
in the preparation of a plan.
David Lloyd Merrill, Esq. declares that neither he nor the firm
represent any interest adverse to the Debtor, or the estate, and
they are disinterested persons as required by 11 U.S.C. Section
327(a).
The Firm can be reached through
David Lloyd Merrill, Esq.
MERRILL PA
Trump Plaza Office Center
525 South Flagler Drive, 5th Floor
West Palm Beach, FL 33401
Phone: 561-877-1111
Fax: 561-832-7668
About LAPS Enterprises USA
LAPS Enterprises USA, LLC filed a voluntary petition under Chapter
11 of the United States Bankruptcy Court (Bankr. S.D. Fla. Case No.
16-26152) on December 5, 2016. The Debtor is represented by David
L. Merrill, Esq. of law firm MERRILL PA.
As of filing, the debtor estimates less than $1 million assets and
liabilities.
LEARNING TREE INT'L: BDO USA, LLP Casts Going Concern Doubt
-----------------------------------------------------------
Learning Tree International, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, disclosing
a net loss of $12.70 million on $81.59 of revenues for the fiscal
year ended September 30, 2016, compared to a net loss of $12.57
million on $94.88 million of revenues for the fiscal year ended
October 2, 2015.
BDO USA, LLP, states that the Company's existing cash resources,
recurring operating losses, negative cash flows from operations,
and negative working capital raise substantial doubt about its
ability to continue as a going concern.
The Company's balance sheet at September 30, 2016, showed total
assets of $31.61 million, total liabilities of $41.40 million, and
a stockholders' deficit of $9.79 million.
A full-text copy of the Company's Form 10-K is available at:
https://is.gd/UF9Tby
Learning Tree International, Inc., is a leading worldwide provider
to business and government organizations for the workforce
development and training of their information technology ("IT")
professionals and managers.
LEXARIA BIOSCIENCE: Needs More Funds to Continue as a Going Concern
-------------------------------------------------------------------
Lexaria Bioscience Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $400,553 on $9,225 of sales for the three months ended
November 30, 2016, compared to a net loss of $411,742 on $10,787 of
sales for the same period in 2015.
The Company's balance sheet at November 30, 2016, showed total
assets of $1.14 million, total liabilities of $513,550, and a
stockholders' equity of $623,342.
The Company has a net loss attributable to its shareholders of
$395,445 for the three months ended November 30, 2016 (2015:
$382,468) and at November 30, 2016 had a deficit accumulated since
its inception of $11,696,107 (August 31, 2016: $11,300,662). The
Company had a working capital balance of $598,558 as at November
30, 2016 (August 31, 2016: $76,285). The Company requires
additional funds to maintain its operations and developments.
These conditions raise substantial doubt about our Company's
ability to continue as a going concern.
A full-text copy of the Company's Form 10-Q is available at:
https://is.gd/KojBCf
Lexaria Bioscience Corp. was formed on December 9, 2004 under the
laws of the State of Nevada as an independent oil and gas company
engaged in the exploration, development and acquisition of oil and
gas properties in the United States and Canada. In March of 2014,
the Company began its entry into the medicinal marijuana and
alternative health and wellness business and discontinued its
involvement in the oil and gas business in November 2014. In May
2016, the Company also commenced out-licensing its patented
technology for the purpose of entering into the US regulated
medical and adult use cannabis edibles marketplace. The Company
has its office in Kelowna, BC, Canada.
LIBERAL COMMONS: Seeks to Hire Eron Law as Legal Counsel
--------------------------------------------------------
Liberal Commons, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to hire legal counsel in connection with
its Chapter 11 case.
The Debtor proposes to hire Eron Law, P.A. to give legal advice
regarding its duties under the Bankruptcy Code, assist in the
negotiation of financing deals, prepare a bankruptcy plan, and
provide other legal services.
The hourly rates charged by the firm are:
David Prelle Eron $300
January Bailey $200
Paralegal $75
Legal Assistant $75
David Prelle Eron, Esq., disclosed in a court filing that he and
other members of Eron Law do not hold or represent any interest
adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
David Prelle Eron, Esq.
229 E. William, Suite 100
Wichita, KS 67202
Phone: 316-262-5500
Fax: 316-262-5559
Email: david@eronlaw.net
About Liberal Commons
Liberal Commons, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 17-10044) on January 16,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
LIMITED STORES: Hires Donlin Recano as Claims & Noticing Agent
--------------------------------------------------------------
Limited Stores Company, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Donlin, Recano & Company, Inc. as claims and
noticing agent, nunc pro tunc to the January 17, 2017 petition
date.
The Debtors require Donlin Recano to:
(a) prepare and serve required notices and documents in the
chapter 11 cases in accordance with the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure (the "Bankruptcy
Rules") in the form and manner directed by the Debtors
and/or the Court including (i) notice of the commencement
of the chapter 11 cases and the initial meeting of
creditors under Bankruptcy Code section 341(a), (ii) notice
of any claims bar date, (iii) notices of transfers of
claims, (iv) notices of objections to claims and objections
to transfers of claims, (v) notices of any hearings on a
disclosure statement and confirmation of the Debtors' plan
or plans of reorganization, including under Bankruptcy Rule
3017(d), (vi) notice of the effective date of any plan and
(vii) all other notices, orders, pleadings, publications
and other documents as the Debtors or Court may deem
necessary or appropriate for an orderly administration of
the chapter 11 cases.
(b) maintain an official copy of the Debtors' schedules of
assets and liabilities and statement of financial affairs
(collectively, "Schedules"), listing the Debtors' known
creditors and the amounts owed thereto;
(c) 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
sections 2002(i), (j) and (k) and those parties that have
filed a notice of appearance pursuant to Bankruptcy Rule
9010; update said lists and make said lists available upon
request by a party-in-interest or the Clerk;
(d) furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the
filing of a proof of claim, after such notice and form are
approved by this Court, and notify said 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 on a
customized proof of claim form provided to potential
creditors;
(e) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
(f) for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed
with the Clerk an affidavit or certificate of service
within 7 business days of service which includes (i) either
a copy of the notice served or the docket numbers and
titles of the pleadings served, (ii) a list of persons to
whom it was mailed with their addresses, (iii) the manner
of service, and (iv) the date served;
(g) process all proofs of claim received, including those
received by the Clerk's Office, and check said processing
for accuracy, and maintain the original proofs of claim in
a secure area;
(h) maintain the official claims register for each Debtor (the
"Claims Registers") on behalf of the Clerk; upon the
Clerk's request, provide the Clerk with certified,
duplicate unofficial Claims Registers; and specify in 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 classifications of the claim
(e.g., secured, unsecured, priority, etc.), (vi) the
applicable Debtor, and (vii) any disposition of the claim;
(i) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
(j) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
(k) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Donlin
Recano, not less than weekly;
(l) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the claims register for the Clerk's review;
(m) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and/or changes to the
claims register;
(n) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the case as directed by the Debtors or the Court,
including through the use of a case website and/or call
center;
(o) if the case is converted to chapter 7, contact the Clerk's
Office within 3 days of the notice to Donlin Recano of
entry of the order converting the case;
(p) 30 days prior to the close of these cases, to the extent
practicable, request that the Debtors submit to the Court a
proposed Order dismissing Donlin Recano and terminating the
services of such agent upon completion of its duties and
responsibilities and upon the closing of these cases;
(q) 7 days of notice to Donlin Recano of entry of an order
closing the chapter 11 cases, provide to the Court the
final version of the claims register as of the date
immediately before the close of the chapter 11 cases; and
(r) at the close of these cases, box and transport 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, MO 64064 or (ii) any other location requested
by the Clerk's Office.
Donlin Recano will be paid at these hourly rates:
Senior Bankruptcy Consultant $165
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
Donlin Recano will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Prior to the filing of the chapter 11 cases, the Debtors paid
Donlin Recano a retainer of $25,000.
Roland Tomforde, chief operating officer of Donlin Recano, 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.
Donlin Recano can be reached at:
Alexander Leventhal, Esq.
DONLIN RECANO & COMPANY, INC
6201 15th Avenue
Brooklyn, NY 11219
Tel: (212) 481-1411
About Limited Stores
Limited Stores Company, LLC, Limited Stores, LLC and The Limited
Stores GC, LLC filed a voluntary petition under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware (Bankr. D. Del. Lead Case No. 17-10124) on Jan. 17, 2017,
blaming, among other things, the shift of consumer preference from
shopping at brick and mortar stores to online shopping.
Limited Stores Company, LLC, Limited Stores, LLC and The Limited
Stores GC, LLC comprise a multi-channel retailing company operating
under the name "The Limited," which specializes in the sale of
women's clothing.
Founded in 1963 as a single store, the Debtors expanded over the
past five decades to become a household name throughout the United
States for women's apparel. At its peak, the Debtors operated
approximately 750 retail brick and mortar store locations in the
United States as well as an e-commerce channel, which was
accessible through the Debtors' website at www.TheLimited.com.
Klehr Harrison Harvey Branzburg LLP serves as the Debtors' counsel.
Guggenheim Securities, LLC serves as the Debtors' investment
banker. RAS Management Advisors, LLC, acts as the Debtors'
restructuring advisor. Donlin, Recano & Company, Inc. serves as
the Debtors' notice, claims and balloting agent.
The Debtor estimated $10 million to $50 million in assets and $100
million to $500 million in liabilities.
The petitions were signed by Timothy D. Boates, authorized
signatory.
LIMITED STORES: Seeks Court Approval of $6-Mil. DIP Financing
-------------------------------------------------------------
Limited Stores Company, LLC and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
obtain postpetition secured financing from DIP agent Cerberus
Business Finance, LLC and various DIP Lenders.
The Debtors relate that they require immediate access to both cash
collateral and postpetition financing to provide sufficient
liquidity to efficiently administer their estates during their
Chapter 11 cases. The Debtors further relate that they commenced
their chapter 11 cases in the face of considerable uncertainty and
turbulence around their business, including as a result of recently
ceasing operations at their brick and mortar stores and weakness in
the retail industry as a whole. This uncertainty, according to the
Debtors, poses material risk that the Debtors fail to achieve their
anticipated cash flows, which would cut into their already-low cash
balance of less than $250,000.
The Debtors tell the Court that approval of the DIP Facility
provides certainty around the Debtors' sale of their intellectual
property and certain related assets. The Debtors further tell the
Court that the backdrop of the DIP Facility provides comfort to all
parties -- including not only the proposed purchaser for the IP
Sale Assets, but also any potential bidder for the IP Sale Assets
-- that the Debtors will have sufficient liquidity to bridge from
the Petition Date through the consummation of the sale.
The material terms, among others, of the proposed DIP Facility,
are:
(a) Borrowers: Limited Stores, LLC and The Limited Stores GC,
LLC.
(b) Guarantor: Limited Stores Company, LLC.
(c) DIP Financing Lenders: Cerberus Business Finance, as DIP
Agent and a syndicate of financial institutions comprised of the
Prepetition Lenders, including Cerberus ASRS Holding LLC, Cerberus
ICQ Levered Loan Opportunities Fund, L.P., Cerberus KRS Levered
Loan Opportunities Fund, L.P., Cerberus NJ Credit Opportunities
Fund, L.P., and Cerberus Onshore Levered Loan Opportunities Fund
II, L.P.
(d) Commitment: The total DIP Facility will include loans to
be advanced and made available to the Borrower in the aggregate
maximum principal amount of $4.6 million on an interim basis and $6
million in the aggregate on a final basis.
(e) Interest Rates: Debtors will pay interest on the unpaid
principal amount of each Loan from the date made until the
principal amount thereof will have been paid in full at a rate per
annum equal at all times to (i) in the case of a Prime Rate Loan,
the then Prime Rate, plus 8.75% and (ii) in the case of a LIBOR
Loan, the Adjusted LIBOR Rate for such Interest Period, plus 10.0%,
in each case, payable in arrears in cash on the first day of each
calendar month, upon any repayment or prepayment thereof and on the
Termination Date, and after such termination, on demand, and
computed on the basis of a year of 360 days for the actual number
of days, including the first day but excluding the last day,
elapsed. In addition, principal outstanding on account of the
Loans after the occurrence of an Event of Default will bear
interest, from the date of such Event of Default and all times
thereafter until such Event of Default is waived in writing in
accordance with the terms of the DIP Credit Agreement, interest
shall accrue at a rate per annum equal to the rate otherwise in
effect from time to time pursuant to the DIP Credit Agreement plus
2.00% per annum.
(f) Use of DIP Financing Facility and Cash Collateral: The DIP
Facility and cash collateral will be used to:
(1) pay fees and expenses related to the DIP Credit
Agreement and the Chapter 11 Cases, and consistent with the Budget;
(2) repay the Loans or any other Obligations; and
(3) fund working capital of the Loan Parties consistent
with the Budget, subject to the variances set forth in the DIP
Credit Agreement.
(g) Maturity: Four months from the date of the Credit
Agreement.
(h) Entities with Interests in Cash Collateral: The lenders
party to (i) that certain Term Loan Agreement dated as of December
20, 2011, and (ii) the DIP Credit Agreement, and the Revolving
Agent, but only with respect to the BofA Cash.
(i) Liens and Priorities: The Debtors propose to provide the
DIP Lenders perfected first priority claims, priming liens, and
security interests in the DIP Collateral and Prepetition
Collateral.
(i) Carve Out: The Carve Out consists of:
(1) statutory fees payable to the U.S. Trustee;
(2) fees payable to the Clerk of the Bankruptcy Court;
(3) all reasonable fees and expenses up to $50,000
incurred by a trustee under Section 726(b) of the Bankruptcy Code;
and
(4) the unpaid and outstanding reasonable fees and
expenses actually incurred on or after the Petition Date and prior
to the Carve-Out Trigger Date, and approved and allowed by a final
order of the Court by attorneys, accountants and other
professionals retained by the Debtors and any Committee under
Section 327 or 1103(a) of the Bankruptcy Code in an amount not to
exceed the amounts set forth for each such Professional for the
periods prior to the Carve-Out Trigger Date in the Budget, (ii) the
Transaction Fee between Guggenheim Securities, LLC, and the Debtors
in an amount not to exceed $1,500,000 that becomes due and owing
upon the consummation of a sale of the IP Sale Assets and is
permitted to be paid by order of the Court, and (iii) the
reasonable fees and expenses actually incurred, and approved and
allowed by a final order of the Court, by the Professionals during
the Carve-Out Expense Reduction Period in an aggregate sum not to
exceed $200,000.
(j) Adequate Protection: As adequate protection of the
Prepetition Agent's and Prepetition Lenders' interest in the
Pre-Petition Collateral and for the Debtors' use of cash
collateral:
(i) The Prepetition Agent and Prepetition Lenders are
granted pursuant to the Interim DIP Order, effective as of the
Petition Date, valid and automatically perfected replacement liens
and security interests in and upon all collateral, solely to the
extent of any diminution in value of their interests in the
Pre-Petition Collateral; and
(ii) To the extent the Pre-Petition Replacement Liens are
insufficient to adequately protect the Pre-Petition Agent and the
Pre-Petition Lenders' interest in the Collateral, the Pre-Petition
Agent, for the benefit of the Pre-Petition Lenders, is granted
pursuant to the Interim DIP Order, superpriority administrative
claims and all of the other benefits and protections allowable
under Section 507(b), junior only in right to payment of the DIP
Obligations owing to the DIP Lenders, any superpriority
administrative claims granted to the DIP Agent of the DIP Facility,
and the Carve-Out Expenses.
The proposed DIP Credit Agreement provides for the following Sale
Milestones:
* 21 days after the Petition Date: The Debtors shall obtain
entry of an order, satisfactory to the DIP Agent and the DIP
Lenders, the Pre-Petition Agent and the Pre-Petition Lenders,
approving certain bid protections and sale procedures.
* 42 days after the Petition Date: The Debtors shall obtain
entry of an order, satisfactory to the DIP Agent and the DIP
Lenders, the Pre-Petition Agent and the Pre-Petition Lenders,
approving the Sale, or such later date agreed to by the DIP Agent
and Pre-Petition Agent.
* 47/57 days after the Petition Date: The Debtors shall close
the Sale no later than the earlier of:
(i) 5 days after entry of the Sale Order if the purchaser
of all or substantially all of the IP Sale Assets waives the
requirement that the Sale Order become a final order; and
(ii) 15 days after entry of the Sale Order if the
purchaser of all or substantially all of the IP Sale Assets does
not waive the requirement that the Sale Order become a final order.
A full-text copy of the Debtor's Motion, dated January 17, 2017, is
available at
http://bankrupt.com/misc/LimitedStores2017_1710124_11.pdf
A full-text copy of the Credit Agreement, dated January 17, 2017,
is available at
http://bankrupt.com/misc/LimitedStores2017_1710124_11_2.pdf
The Administrative Agent:
CERBERUS BUSINESS FINANCE, LLC
875 Third Avenue, New York, NY 10022
Attention: Joseph Naccarato
Facsimile: (212) 891-1541
E-mail: jnaccarato@cerberuscapital.com
The Administrative Agent's attorneys:
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, Thirty-Ninth Floor
Los Angeles, CA 90067
Michael Tuchin
Maria Sountas-Argiropoulos
Facsimile: (310) 407-9090
E-mail: mtuchin@ktbslaw.com
msargiropoulos@ktbslaw.com
About Limited Stores Company
Limited Stores Company, LLC, Limited Stores, LLC and The Limited
Stores GC, LLC comprise a multi-channel retailing company
operating under the name "The Limited," which specializes in the
sale of women's clothing.
Founded in 1963 as a single store, the Debtors expanded over the
past five decades to become a household name throughout the United
States for women's apparel. At its peak, the Debtors operated
approximately 750 retail brick and mortar store locations in the
United States as well as an e-commerce channel, which was
accessible through the Web site http://www.TheLimited.com/
After closing all 250 remaining stores, Limited Stores Company,
LLC, f/k/a Mod Times Fashion Group LLC, Limited Stores, LLC, and
The Limited Stores GC, LLC, filed chapter 11 petitions (Bankr. D.
Del. Case Nos. 17-10124, 17-10125, and 17-10126) on Jan. 17, 2017.
The petitions were signed by Timothy D. Boates, authorized
signatory.
Limited Stores estimated assets at $10 million to $50 million, and
liabilities at $100 million to $500 million at the time of the
filing.
Klehr Harrison Harvey Branzburg LLP serves as the Debtors'
counsel. Guggenheim Securities, LLC serves as the Debtors'
investment banker. RAS Management Advisors, LLC, acts as the
Debtors' restructuring advisor. Donlin, Recano & Company, Inc.
serves as the Debtors' notice, claims and balloting agent.
LIMITLESS MOBILE: Telecycling Buying Warehouse Equipment for $73K
-----------------------------------------------------------------
Limitless Mobile, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to authorize the sale of warehouse equipment
to Telecycling, LLC for $73,400, subject to higher or better
offers.
A hearing on the Motion is set for Feb. 28, 2017 at 10:00 a.m. The
objection deadline is Feb. 10, 2017 at 4:00 p.m.
The Debtor, successor to Keystone Wireless, LLC, is a Delaware
corporation formed in 2013 with a mission to construct a broadband
network and provide wireless telecommunications services to 9 rural
and underserved counties of central Pennsylvania. The Debtor has
built a $40,000,000 state-of-the-art 3G/4G LTE network that has
increased access to reliable, high quality mobile phone and home
internet services in rural areas.
As part of its restructuring strategy, the Debtor has determined it
is necessary to downsize its retail operations. To that end, the
Debtor has decided to close 5 out of its 6 retail locations, and
focus its marketing efforts on the wholesale of wireless
telecommunications services to nationwide service providers who do
not have established infrastructure in central Pennsylvania. As
part of the strategy, the Debtor suspended wireless service
provided to retail customers on Jan. 7, 2016.
The change in the Debtor's business model has rendered certain
equipment owned by the Debtor obsolete and/or unnecessary to the
Debtor's business going forward, including certain equipment stored
by the Debtor at a warehouse in which the Debtor leases space
("Warehouse Equipment").
On Jan. 10, 2017, the Debtor received an offer from the Buyer for
the purchase of the Warehouse Equipment for a lump sum payment of
$73,400. The purchase price would be payable by the Buyer
immediately upon entry of a final Order by the Court approving the
sale. The proposed Buyer has no affiliation or connection with the
Debtor whatsoever. The purchase price was negotiated by the Debtor
and the Buyer in good faith and at arm's length.
The Trustee asks authorization to sell the Warehouse Equipment to
the Buyer free and clear of all liens, claims and encumbrances.
The sale is on an "as is, where is" basis and is without any
warranty, either express or implied.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Limitless_Mobile_147_Sales.pdf
For every month that the Warehouse Equipment remains property of
the Debtor's bankruptcy estate, the Debtor incurs rental charges
for the leased space in which the Warehouse Equipment is stored.
Accordingly, the prompt sale of the Warehouse Equipment is in the
best interests of the Debtor's estate.
The Debtor believes in its reasoned business judgment that the
proposed purchase price is reasonable given the likely resale value
of the Warehouse Equipment (after consideration of appropriate
marketing and closing costs). Nevertheless, to ensure maximization
of the value of the Warehouse Equipment, the Debtor proposes that
the sale be subject to higher or better offers from third parties
that may be presented in open court at the hearing on the Motion,
should any responses indicating higher or better offers be conveyed
to the Debtor on the Response Deadline of Feb. 10, 2017 at 4:00
p.m.
The Debtor believes that the Rural Utilities Service ("RUS") and
Tower Bridge LLM Partners, LLC ("TB") assert liens against the
Warehouse Equipment.
To the extent RUS, TB, or any other parties in interest that assert
Liens and Claims against the Warehouse Equipment do not consent to
the sale, such liens will attach to the purchase price received by
the Debtor with the same force, effect and priority as such liens
have on the Warehouse Equipment, subject to the rights and
defenses, if any, of the Debtor and any party in interest with
respect thereto. Moreover, the parties asserting a claim against
the Warehouse Equipment can be compelled to accept a money
satisfaction of such claim. Accordingly, the Debtor submits that
the sale of the Warehouse Equipment free and clear of the Liens and
Claims satisfies the statutory prerequisites of section 363(f) of
the Bankruptcy Code.
The Debtor respectfully asks that the Court enter an Order
authorizing the sale of the Warehouse Equipment to the Buyer
through the sale, free and clear of all liens, claims and
encumbrances.
The Purchaser can be reached at:
TELECYCLING, LLC
Attn: Alan Burgess
3130 Engineering Pkwy.
Alpharetta, GA 30004
About Limitless Mobile
Limitless Mobile, LLC, successor to Keystone Wireless, LLC, is a
Delaware corporation formed in 2013 with a mission to construct a
broadband network and provide wireless telecommunications services
to 9 rural and underserved counties of central Pennsylvania. The
company has built a $40,000,000 state-of-the-art 3G/4G LTE network
that has increased access to reliable, high quality mobile phone
and home internet services in rural areas.
As part of its restructuring strategy, the company has determined
it is necessary to downsize its retail operations. To that end, it
has decided to close 5 out of its 6 retail locations, and focus its
marketing efforts on the wholesale of wireless telecommunications
services to nationwide service providers who do not have
established infrastructure in central Pennsylvania. As part of the
strategy, its suspended wireless service provided to retail
customers on Jan. 7, 2016.
Limitless Mobile, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.DE. Case No. 16-12685) on Dec. 2, 2016. Dilworth Paxson,
LLP represents the Debtor as counsel. In its petition, the Debtor
estimated $10 million to $50,000 million in assets and $50
million to $100 million in liabilities. The petition was signed by
Amir Rajwany, chief operating officer.
LNT SERVICES: Seeks to Hire S&L as Accountant
---------------------------------------------
LNT Services, LLC seeks approval from the U.S. Bankruptcy Court for
the District of New Jersey to hire an accountant.
The Debtor proposes to hire S&L Tax & Accounting to prepare its
financial tax returns.
The firm will be paid $925 to prepare the 2015 Form 1065 and
NJ-1065, and $950 for the 2016 Form 1065 and NJ-1065. S&L will
charge the Debtor $225 per hour for additional services.
Don Scorese, a certified public accountant employed with S&L,
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:
Don Scorese
S&L Tax & Accounting
730 Kenilworth Boulevard, Unit 21B
Kenilworth, NJ 07033-1752
About LNT Services
LNT Services, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 16-32056) on November 17, 2016. The Hon. Kathryn
C. Ferguson presides over the case. Trenk, DiPasquale, Della Fera &
Sodono, P.C. represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $100,000 to $500,000 in liabilities. The petition was
signed by Cynthia Triandafilou, president.
LOVE GRACE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Love Grace Holdings, Inc.
dba Apricot Lane
dba Blu Spero Boutique
9100 Bluebonnet Centre Blvd., Suite 401
Baton Rouge, LA 70809
Case No.: 17-10057
Chapter 11 Petition Date: January 20, 2017
Court: United States Bankruptcy Court
Middle District of Louisiana (Baton Rouge)
Judge: Hon. Douglas D. Dodd
Debtor's Counsel: Greta M. Brouphy, Esq.
HELLER, DRAPER, PATRICK, HORN & DABNEY, LLC
650 Poydras St., Suite 2500
New Orleans, LA 70130-6103
Tel: 504-299-3300
Fax: 504-299-3399
E-mail: gbrouphy@hellerdraper.com
- and -
Douglas S. Draper, Esq.
HELLER, DRAPER, PATRICK, HORN & DABNEY, LLC
650 Poydras Street, Suite 2500
New Orleans, LA 70130-6103
Tel: 504-299-3300
Fax: 504-299-3399
E-mail: ddraper@hellerdraper.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Arthur A. Lancaster, Jr., president and
sole shareholder.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lamb17-10057.pdf
LUVU BRANDS: Announces Preliminary Q2 Fiscal 2017 Results
---------------------------------------------------------
Luvu Brands, Inc., announced preliminary, unaudited, net sales for
the three and six months ended Dec. 31, 2016.
* Preliminary net sales for the three months ended Dec. 31,
2016, were a record $5.1 million, an increase of 5% from the
comparable prior year quarter. This is on top of a 14%
increase last year.
* Preliminary net sales for the six months ended Dec. 31, 2016,
were a record $9.2 million, an increase of 7% from the
comparable prior year period and on top of a 9% increase last
year.
These preliminary net sales results represent the most current
information available to management and are subject to change as
the company completes its quarterly close process, including review
procedures of its independent external auditor.
Louis Friedman, chairman and chief executive officer, commented,
"We are pleased with the growth in net sales for the three and six
months ended December, 31, 2016. To further accelerate the sales
growth we are making several changes to our business model that we
believe will position the business for further growth in the second
half of 2017 and beyond."
Mr. Friedman added, "Effective third quarter 2017, we will
concentrate our focus on the manufacturing and marketing of our own
unique brands of "vacuum and roll compressed" consumer products and
phase out the distribution of certain lower margin adult toys. The
Liberator brand has developed a unique category in the sexual
wellness space, allowing access into many new countries and markets
where adult products are generally prohibited, including India and
the Middle East."
As part of this plan, and in an effort to reduce staff, shipping
expense, inventory, and rationalize our SKU count, Mr. Friedman
added, "By the end of January, 2017 we will phase-out and no longer
distribute products from Tenga Japan, including their male pleasure
products and personal massagers. For the three months ended
December 31, 2016, sales of Tenga products resulted in $838,000 of
revenues, a gross margin of $153,000 with an estimated net
contribution of $86,000, after expenses. The termination of the
Tenga relationship enables us to reallocate warehouse space, sales
personnel and employees to focus on expanding the Liberator, Jaxx
and Avana brands, which are sold at significantly higher gross
margins than Tenga products."
About Luvu Brands
Luvu Brands, Inc., formerly known as Liberator, Inc., is a
U.S.-based manufacturer that has built several brands in the
wellness, lifestyle and casual furniture and seating categories.
Its brands are headquartered in Atlanta in a 140,000 square foot
manufacturing facility.
Luvu Brands reported a net loss of $312,000 on $16.8 million of net
sales for the year ended June 30, 2016, compared to a net loss of
$474,000 on $15.6 million of net sales for the year ended
June 30, 2015.
As of June 30, 2016, Luvu Brands had $3.75 million in total assets,
$6.27 million in total liabilities and a total stockholders'
deficit of $2.52 million.
Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a net
loss of $312,000, a working capital deficiency of $2.4 million, and
an accumulated deficit of $9.2 million. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MALLINCKRODT: FTC Settlement No Impact on Moody's Ba3 CFR
---------------------------------------------------------
Moody's Investors Service commented that Mallinckrodt's $100
million settlement agreement with the Federal Trade Commission
(FTC) is credit negative. The settlement is credit negative
primarily given the reduction in cash in early 2017. There is no
change to the company's Ba3 Corporate Family Rating or stable
outlook.
Luxembourg-based Mallinckrodt International Finance SA is a
subsidiary of Chesterfield, UK-based Mallinckrodt plc (collectively
"Mallinckrodt"). Mallinckrodt is a specialty biopharmaceutical
company with annual revenues of approximately $3.4 billion for the
twelve months ended September 30, 2016.
MCDERMOTT INT'L: Moody's Alters Outlook to Pos. & Affirms B1 CFR
----------------------------------------------------------------
Moody's Investors Service changed McDermott International, Inc.'s
(McDermott) ratings outlook to positive from stable to reflect the
significant improvement in the company's operating performance and
credit metrics and Moody's expectations its metrics will remain
strong for its rating over the next 12 to 18 months. At the same
time, Moody's affirmed McDermott's B1 corporate family rating
(CFR), its B1-PD probability of default rating, its Ba2 senior
secured first lien credit facility rating and its B2 senior secured
note rating. The Speculative Grade Liquidity Rating of SGL-3 is
unchanged.
The following rating action was taken:
Affirmations:
Corporate Family Rating, Affirmed at B1;
Probability of Default Rating, Affirmed at B1-PD;
$750 million senior secured first lien credit facilities,
Affirmed at Ba2 (LGD2);
$500 million senior secured 2nd lien notes, Affirmed at B2 (LGD4)
Unchanged:
Speculative Grade Liquidity Rating, Unchanged at SGL-3
Outlook Actions:
Outlook, changed to Positive from Stable
RATINGS RATIONALE
McDermott's B1 corporate family rating reflects its focus on the
highly cyclical and competitive offshore E&C industry and its
exposure to large, fixed-price contracts on complex projects in
harsh environments that are susceptible to execution issues and
cost overruns and have relatively low margin for error due to
competitive bidding primarily against larger and more diversified
companies. The rating also considers McDermott's good market
position in a niche segment and its strong relationship with
national oil companies, its enhanced focus on cost control, project
risk management and execution, and its adequate liquidity, which
provides a cushion against the downside risks inherent in its
business.
The nature of McDermott's business, which includes sizeable fixed
priced offshore and subsea oil & gas projects, lends itself to
volatility in orders, project timing, revenues and profitability
and encompasses high execution risk. These risks were evident in
2013 and 2014 when project bidding and execution issues led to
losses on certain projects and a very weak operating performance.
However, McDermott has enjoyed a strong turnaround over the past
two years, supported by work on the $2 billion-plus Inpex Ichthys
project and brownfield projects for Saudi Aramco. The company has
also benefitted from improved operational execution, cost cutting
and efficiency improvement initiatives and its enhanced focus on
customer relations, leading to successful change-order and closeout
negotiations. Moody's expects the company to achieve adjusted
EBITDA in the range of $320 million - $340 million in 2016 versus
$302 million in 2015, which would continue its successful
turnaround from the prior two years when it reported adjusted
EBITDA of only $174 million in 2014 and negative EBITDA in 2013.
McDermott's strong relationships with National Oil Companies (NOCs)
in the Middle East, especially Saudi Aramco (unrated), has enabled
it to maintain a sizeable order backlog and a pretty good revenue
pipeline despite significantly reduced exploration and production
(E&P) spending. Its backlog was $3.9 billion as of September 2016,
which is only moderately below the peak of $4.4 billion achieved a
few times over the past 3 years and represents about 1.5x trailing
12-month revenues. About $2.4 billion of the backlog is scheduled
to be completed in 2017 and provides a downside buffer for the
year's operating results. McDermott's revenue pipeline has
contracted more substantially than its backlog, but not nearly as
much as overall industry E&P spending and remains at about $21
billion.
McDermott's healthy order backlog, along with its enhanced focus on
operational execution and cost control, should support its 2017
operating performance. However, the magnitude of the benefits
achieved in 2016 are not likely to be repeated in 2017, competitive
market conditions could weigh on profit margins and the opportunity
for short-cycle work will likely continue to be limited by
relatively weak industry conditions. As a result, Moody's
anticipates its operating results will deteriorate moderately in
2017. The company is not likely to generate much free cash even
though its capital investments will decline materially in 2017,
since its strategic investments in new vessels are complete. It
will likely be required to fund sizeable working capital
investments as it ramps up on projects with NOCs and other
customers. However, McDermott should be able to maintain credit
metrics that are strong for its current rating. Its adjusted
leverage ratio (Debt/EBITDA) will rise modestly to a range of about
2.7x-3.0x in December 2017 versus 2.6x in September 2016, while its
interest coverage ratio (EBITA/Interest Expense) declines to around
2.0x-2.3x from 2.8x.
McDermott could produce negative free cash flow in 2017, but is
expected to maintain adequate liquidity, as reflected in the SGL-3
rating. The company had an unrestricted cash balance of $500
million as of September 30, 2016. It also had $100 million of
restricted cash, which was mostly used as collateral for
performance and financial letters of credit. The majority of this
cash could become unrestricted if McDermott used availability on
its $450 million letter of credit facility to enhance its
liquidity, since this facility had only $355 million in letters of
credit issued as of September 2016.
The positive outlook reflects Moody's expectation that McDermott's
operating results and credit metrics will deteriorate moderately in
the near term, but remain somewhat strong for the company's B1
rating. It also reflects Moody's expectation that the company's
operating performance will continue to be supported by its sizeable
backlog of orders and healthy bid pipeline with national oil
companies.
An upgrade would be considered should McDermott be able to generate
positive free cash flow and maintain credit metrics that are strong
for the current rating, including an interest coverage ratio above
2.25x and a leverage ratio below 4.0x.
A downgrade could be considered if McDermott continues to generate
negative free cash flow and its operating results and credit
metrics deteriorate more substantially than expected. Downside
triggers would include a material contraction in liquidity, the
interest coverage ratio declining below 1.5x or the leverage ratio
exceeding 5.0x.
The principal methodology used in these ratings was Construction
Industry published in November 2014.
McDermott International, Inc. is a full-service integrated
engineering and construction company that provides engineering,
procurement, construction and installation (EPCI) and module
fabrication services exclusively to the upstream offshore oil & gas
sector. McDermott provides both shallow water and deep water
construction services and delivers and installs fixed and floating
production facilities, pipeline installations and subsea systems.
Its customers include national, major integrated and other oil and
gas companies. During the twelve months ended September 30, 2016
the company reported revenues of approximately $2.7 billion with
about 44% generated in The Middle East (MEA), 43% in Asia (ASA),
and 13% in the Americas, Europe and Africa (AEA).
MEDFORD TRUCKING: Jan. 26 Amended Disclosures Telephonic Hearing
----------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Southern District of Virginia will convene a telephonic hearing on
Jan. 26, 2017 at 11:00 a.m. to consider approval of the amended
disclosure statement filed by Medford Trucking, LLC.
To participate in the conference call, parties are instructed to
dial 877-848-7030 and provide access code 6500181 when prompted to
do so.
About Medford Trucking
Medford Trucking LLC was primarily in the business of hauling coal
for Alpha Natural Resources and its subsidiaries by truck and
trailer from mine sites to river docks or rail yards for further
shipment to Alpha's customers.
Medford Trucking LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. W.Va. Case No. 14-20354) on June 27,
2014. The case was assigned to Judge Ronald Pearson, and later
reassigned as a result of Judge Pearsons' retirement to Judge
Frank W. Volk.
* * *
The Debtor operated as a going concern under Chapter 11 from June
25, 2014, until June 26, 2015. On Nov. 16, 2015, the Bankruptcy
Court approved an order allowing the Debtor to sell real property
by public auction. The public auction was held by Ritchie Bros.
Auctioneers (America), Inc.
MIAMI NEUROLOGICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Miami Neurological Institute, LLC
dba Advanced Neuro Spine Institute
21097 NE 27th Court, Suite 540
Aventura, FL 33180
Case No.: 17-10703
Nature of Business: Health Care
Chapter 11 Petition Date: January 20, 2017
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Laurel M Isicoff
Debtor's Counsel: Brett A Elam, Esq.
FARBER + ELAM, LLC
105 S. Narcissus Avenue, Suite 802
West Palm Beach, FL 33401
Tel: 561.833.1113
Fax: 561-833-1115
E-mail: belam@brettelamlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Juan Ramirez, managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb17-10703.pdf
MOBILESMITH INC: Board Member Randy Tomlin Assumes Chairman Role
----------------------------------------------------------------
The Board of Directors of Mobilesmith, Inc., appointed current
board member Randy J. Tomlin, age 57, to assume responsibilities of
chairman of the Board effective Jan. 17, 2017.
Until his retirement in February 2016, Mr. Tomlin served as a
senior vice president UVerse field operations for AT&T, a position
he has held since March 2008. As UVerse Field Operations for AT&T
Mr. Tomlin was responsible for all field operations for AT&T
Uverse, including service, installation at customer homes, repair
and maintenance. From 2006 to 2008 Mr. Tomlin was a president of
AT&T Network -- California and Nevada, where he was in charge of
teams that engineered, built and maintained the networks that
carried all network traffic in two states. Mr. Tomlin began his
career with Southwestern Bell in 1982, and has held various
managerial positions in Customer Service, Network and External
Affairs throughout his 34-year career at AT&T. During his career
with AT&T he also served as senior vice president of Enterprise
Operations Support, responsible for leading the Network Services
Staff organization as well as the network standardization effort to
move to common centers, best practices and a single suite of
systems. Mr. Tomlin led many of SBC's acquisitions integration
activities, including AT&T, BellSouth, and Cingular.
Mr. Tomlin received his bachelor's degree in Finance from Texas A&M
University in College Station, Texas.
In connection with his expanded duties, Mr. Tomlin's monthly
compensation was adjusted to $10,000, effective immediately. All
other terms and conditions of Mr. Tomlin's compensation remain
unchanged.
About MobileSmith, Inc.
Raleigh, North Carolina-based MobileSmith, Inc., was incorporated
as Smart Online, Inc. in 1993 and changed its name to MobileSmith,
Inc. effective July 1, 2013. The company develops and markets
software products and services tailored to users of mobile devices.
Its flagship product, MobileSmith(R) Platform is an app
development platform that enables organizations to rapidly create,
deploy and manage custom, native smartphone and tablet apps
deliverable across iOS and Android mobile platforms.
MobileSmith reported a net loss of $7.71 million on $1.82 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $7.33 million on $879,086 of total revenue for the year
ended Dec. 31, 2014.
As of Sept. 30, 2016, MobileSmith had $1.22 million in total
assets, $45.65 million in total liabilities and a total
stockholders' deficit of $44.43 million.
Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations and has a working capital
deficiency as of Dec. 31, 2015. These conditions, the auditors
noted, raise substantial doubt about the Company's ability to
continue as a going concern.
MOBILESMITH INC: CEO Quits; Bob Dieterle Named as Replacement
-------------------------------------------------------------
Amir Elbaz resigned from his position as chief executive officer of
MobileSmith, Inc. on Jan. 17, 2017, as disclosed in a Form 8-K
report filed with the Securities and Exchange Commission. Mr.
Elbaz will continue to serve on the Company's board of directors
and will continue in the employ of the Company primarily focusing
on investor and public relations and regulatory and operational
compliance. Mr. Elbaz's annual base salary compensation will be
$100,000.
On Jan. 17, 2017, the Board appointed Bob Dieterle, the Company's
president, to serve as chief executive officer of the Company,
effective immediately. Mr. Dieterle has been Company president
since Aug. 1, 2016, chief operating officer since May 2014 and the
Company's senior vice president and general manager since January
2011. Mr. Dieterle is chief innovator of the Company's flagship
product, the MobileSmith Platform. Mr. Dieterle brings with him
over 20 years of global technology experience from companies like
IBM and Lenovo and is an accomplished thought leader in the
adoption and commercialization of emerging technologies at the
consumer and enterprise levels.
Prior to joining the Company, Mr. Dieterle served as the executive
director of World Wide Product Management and Marketing of Services
at Lenovo from 2006 to 2009. Mr. Dieterle has a B.S. in Electrical
Engineering from North Carolina State University, and an M.B.A.
from Duke University's Fuqua School of Business.
About MobileSmith, Inc.
Raleigh, North Carolina-based MobileSmith, Inc., was incorporated
as Smart Online, Inc. in 1993 and changed its name to MobileSmith,
Inc. effective July 1, 2013. The company develops and markets
software products and services tailored to users of mobile devices.
Its flagship product, MobileSmith(R) Platform is an app
development platform that enables organizations to rapidly create,
deploy and manage custom, native smartphone and tablet apps
deliverable across iOS and Android mobile platforms.
MobileSmith reported a net loss of $7.71 million on $1.82 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $7.33 million on $879,086 of total revenue for the year
ended Dec. 31, 2014.
As of Sept. 30, 2016, MobileSmith had $1.22 million in total
assets, $45.65 million in total liabilities and a total
stockholders' deficit of $44.43 million.
Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations and has a working capital
deficiency as of Dec. 31, 2015. These conditions, the auditors
noted, raise substantial doubt about the Company's ability to
continue as a going concern.
MODULAR SPACE: Seeks to Hire KPMG as Tax Consultant
---------------------------------------------------
Modular Space Holdings, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire a tax
consultant.
Modular Space proposes to hire KPMG LLP to render these services
related to the Chapter 11 cases of the company and its affiliates:
(a) Analysis as to the federal, state, and local tax
implications of the Debtors' restructuring. The hourly
rates charged by the firm for these bankruptcy tax
consulting services are:
Discounted Rates
----------------
Partners $850
Managing Directors $800
Senior Managers $750
Managers $600
Senior Associates $400
Associates $250
Paraprofessionals $175
(b) Preparation of federal, state and local tax return and
supporting schedules for the Debtors' 2016 tax year
ending September 30, 2016, including the preliminary
engagement planning activities related to the tax
returns. The hourly rates for tax compliance services
are:
Billing Rates
-------------
Partners $1,125 – 1,275
Managing Directors $1,125 - $1,225
Senior Managers $925 - $1,150
Managers $775 - $1,050
Senior Associates $525 - $775
Associates $425 - $475
(c) Tax provision services. The hourly rates charged by
KPMG for these services are.
Billing Rates Discounted Rates
------------- ----------------
Partners $1,125 – 1,275 $619 - $701
Managing Directors $1,125 - $1,225 $619 - $674
Senior Managers $925 - $1,150 $509 - $633
Managers $775 - $1,050 $426 - $578
Senior Associates $525 - $775 $289 - $427
Associates $425 - $475 $234 - $262
(d) Loan staff assistance in connection with the Debtors'
preparation of their indirect tax yearend projects. The
hourly rate is:
Discounted Rate Discounted Rate
(prior to 1/1/17) (post 1/1/17)
--------------- ---------------
Senior Associates $125 $140
Associates $125 $140
(e) Tax consulting services with respect to certain
transaction costs in connection with these three separate
pre-bankruptcy transactions: debt restructuring, an
abandoned purchase of stock, and a debt/equity
conversion. The hourly rates are:
Discounted Rates
----------------
Partners $675 - $765
Managing Directors $675 - $735
Senior Managers $555 - $690
Managers $465 - $630
Senior Associates $315 - $465
Associates $255 - $285
Howard Steinberg, a partner at KPMG, 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:
Howard Steinberg
KPMG LLP
1350 Avenue of the Americas
New York, NY 10019
About Modular Space
Modular Space Corporation (ModSpace), based in Berwyn, Pa. --
http://Blog.ModSpace.com/-- is the largest U.S.-owned provider of
office trailers, portable storage units and modular buildings for
temporary or permanent space needs. Building on nearly 50 years of
experience, ModSpace serves a diverse set of customers and markets
including commercial, construction, education, government,
healthcare, industrial, energy, disaster relief, franchise and
special events through an extensive branch network across the
United States and Canada.
On Dec. 21 2016, Modular Space Holdings, Inc., and six affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Lead
Case No. 16-12825) to pursue a prepackaged plan of reorganization.
The cases are assigned to Judge Kevin J. Carey.
Cleary Gottlieb Steen & Hamilton LLP serves as the Debtors'
bankruptcy counsel; Borden Ladner Gervais LLP (BLG), special
Canadian counsel; and Zolfo Cooper LLC, bankruptcy consultant and
special financial advisor.
ModSpace estimated $1 billion to $10 billion in assets and
liabilities.
MONAKER GROUP: Amends Q3 2015 Form 10-Q to Correct Accounting Error
-------------------------------------------------------------------
Monaker Group, Inc., has amended its quarterly report on Form 10-Q
for the quarter ended Nov. 30, 2015, as filed with the Securities
and Exchange Commission on Jan. 19, 2016, to correct certain errors
related to the Company's accounting treatment with its
de-consolidated affiliate (RealBiz Media Group, Inc.) which were
identified in June of 2016, in connection with the preparation of
the Company's consolidated annual financial statements for the
fiscal year ended Feb. 29, 2016, and the resulting restatement of
its financial statements included in the Original Filing.
Due to the error, and based upon the recommendation of management,
the Company's Board of Directors determined on May 31, 2016, that
the Company's previously issued audited financial statements should
no longer be relied upon. As a result of the foregoing, the
Company has previously restated its consolidated financial
statements for the fiscal year ended Feb. 28, 2015, the quarter
ended May 31, 2015, and the quarter ended Aug. 31, 2015.
As restated, the Company reported a net loss of $1.01 million on
$21,717 of total revenues for the three months ended Nov. 30, 2015,
compared to a net loss of $4.89 million on $21,717 of total
revenues as previously reported.
For the nine months ended Nov. 30, 2015, the Company reported a net
loss of $4.91 million on $507,077 of total revenues compared to a
net loss of $8.73 million on $507,077 of total revenues as
originally reported.
The Company's restated balance sheet as of Nov. 30, 2015, showed
$3.09 million in total assets, $7.18 million in total liabilities
and a total stockholders' deficit of $4.08 million.
A full-text copy of the Form 10-Q/A is available for free at:
https://is.gd/6wBctr
About Monaker Group
Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is
a digital media marketing company focusing on lifestyle enrichment
for consumers in the travel, home and employment sectors. Core to
its marketing services are key elements including proprietary
video-centered technology and established partnerships that enhance
its reach. Video is quickly becoming consumer's preferred method
of searching and educating themselves prior to purchases.
Monaker's video creation technology and film libraries combine to
create lifestyle video offerings that can be shared both to its
customers and through trusted distribution systems of its major
partners. The end result is better engagement with consumers who
gain in-depth information on related products and services helping
to both inform and fulfill purchases. Unlike traditional marketing
companies that simply charge for advertising creation, Monaker
holds licenses and/or expertise in the travel, real estate and
employment sectors allowing it to capture fees at the point of
purchase while the majority of transactions are handled by
Monaker's partners. This should allow the company to capture
greater revenues while eliminating much of the typical overhead
associated with fulfillment. Monaker core holdings include
Maupintour, NameYourFee.com, RealBiz Media Group - helping it to
deliver marketing solutions to consumers at home, work and play.
Monaker Group reported a net loss of $4.55 million on $544,700 of
total revenues for the year ended Feb. 29, 2016, compared to a net
loss of $2.98 million on $1.09 million of total revenues for the
year ended Feb. 28, 2015.
LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the
consolidated financial statements for the year ended Feb. 29, 2016,
raised substantial doubt about the Company's ability to continue as
a going concern.
MOSAIC MANAGEMENT: Seeks to Hire Ricoh USA as Data Consultant
-------------------------------------------------------------
Mosaic Management Group, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire an
electronic data consultant.
The Debtor proposes to hire Ricoh USA, Inc. to image its computers,
servers and systems, preserve electronic data, and provide other
services.
Ricoh USA will charge for its services in accordance with its rate
schedule, which sets the fee for individual service grouped by
category, including data and forensics imaging, data retention and
forensic services.
A copy of the schedule can be accessed for free at
http://bankrupt.com/misc/MosaicManagement_RicohSched.pdf
Christopher Morgan, a strategic eDiscovery specialist employed with
Ricoh USA, 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:
Christopher Morgan
Ricoh USA, Inc.
12 SE 7th St., Suite 701
Fort Lauderdale, FL 33301
Cell: 678.895.4805
Email: Christopher.morgan@ricoh-usa.com
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.
On Sept. 16, 2016, the TCR reported that the Debtors hired Tripp
Scott, P.A. as legal counsel. The Debtors also employed 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,
2016, appointed creditors of Mosaic Alternative Settlements, Inc.,
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 Acting U.S. Trustee for Region 21 on Dec. 8, 2016, appointed
creditors of Mosaic Alternative Assets, Ltd., to serve on the
official committee of investor creditors.
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 the case
docket.
NEXTBT GROUP: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
NextBT Group, LLC 17-50131
5150 El Camino Real #A33
Los Altos, CA 94022
NextBTL, LLC 17-50132
5150 El Camino Real #A33
Los Altos, CA 94022
Chapter 11 Petition Date: January 23, 2017
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Judge: Hon. Stephen L. Johnson (17-50131)
Hon. Elaine M. Hammond (17-50132)
Debtors' Counsel: Richard A. Lapping, Esq.
TRODELLA & LAPPING LLP
540 Pacific Ave.
San Francisco, CA 94133
Tel: (415) 399-1015
E-mail: Richard@LappingLegal.com
Estimated Estimated
Assets Liabilities
--------- -----------
NextBT Group, LLC $1M-$10M $500K-$1M
NextBTL, LLC $1M-$10M $1M-$10M
The petitions were signed by Michael V. Petras, CEO and President.
A copy of NextBT Group's list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/canb17-50131.pdf
A copy of NextBTL, LLC's list of 13 unsecured creditors is
available for free at http://bankrupt.com/misc/canb17-50132.pdf
NICKLAS LLC: Hires Bennett Williams as Leasing Broker
-----------------------------------------------------
Nicklas, LLC seeks authorization from the U.S. Bankruptcy Court for
the Middle District of Pennsylvania to employ Bennett Williams
Commercial as leasing broker
Bennett Williams will advertise, market and lease the Debtor's Real
Property located at 100 Sunset Blvd. West, Chambersburg, Franklin
County, Pennsylvania ("100 Sunset") and 221 Sunset Blvd. West,
Chambersburg, Franklin County, Pennsylvania ("221 Sunset"). The
Debtor granted Bennett Williams the exclusive authorization and
right, for a period commencing on January 15, 2017 and terminating
on April 15, 2018.
Bennett Williams will charge 6% of the total base rent for the
primary term of the lease. One-third to be paid at the signing of
the Lease and the balance paid at the rent commencement for the
first year. All other remaining years are to be paid annually, up
front, at the anniversary date. All renewals, options, extensions
or expansions are to be paid at the rate of 6%.
Keith Kahlbaugh, representative for Bennett Williams, 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.
Bennett Williams can be reached at:
Keith Kahlbaugh
BENNETT WILLIAMS COMMERCIAL
3528 Concord Road
York, PA 17402
Tel: (717) 843-5555
Fax: (717) 843-5550
E-mail: keith@bennettwilliams.com
About Nicklas LLC
Nicklas LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 15-02742) on June 26, 2015. The
Petition was signed by one of its member, Rebecca D. Nicklas.
The Debtor's counsel is Robert E. Chernicoff, Esq. at Cunningham,
Chernicoff & Warshawsky P.C. of 2320 North Second Street,
Harrisburg, PA.
At the time of filing, the Debtor had $500,000 to $1 million in
estimated assets and $500,000 to $1 million in estimated
liabilities.
NIKOLAOS GARBIDAKIS: Feb. 28 Hearing of Real Property Sale
----------------------------------------------------------
Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Feb. 28, 2017 at
11:00 a.m. to consider Nikolaos Garbidakis' sale of real property.
Objections, if any, to the Application and proposed Order must be
filed with the Clerk of the Court at least 7 days prior to the
hearing date with copies filed simultaneously served upon the
Debtor's counsel.
Failure of any person or entity receiving notice of the Application
to file objections thereto on a timely basis will be a bar to the
assertion of an objection to the entry by the Court of the proposed
Order, as same may be modified, and the within Motion will be
deemed uncontested.
Counsel for the Debtor:
Melinda D. Middlebrooks, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
841 Mountain Avenue, First Floor
Springfield, NJ 07081
Nikolaos Garbidakis sought Chapter 11 protection (Bankr. D.N.J.
Case No. 15-21227) on June 15, 2015.
NINE WEST: Moody's Lowers CFR to Caa3, Outlook Stable
-----------------------------------------------------
Moody's Investors Service downgraded Nine West Holdings, Inc.'s
Corporate Family Rating to Caa3 from Caa2, Probability of Default
Rating to Caa3-PD from Caa2-PD, Senior Secured Bank Credit Facility
to Caa1 from B3, Senior Unsecured Bank Credit Facility to Caa3 from
Caa2 and other Senior Unsecured debt to Ca from Caa3. The rating
outlook is stable.
"Despite the positive impact expected from the recent sale of its
Easy Spirit ("Easy Spirit") wholesale business and acquisition of
Kasper Topco Limited ("Kasper"), the ratings were downgraded to
reflect Nine West's very high leverage and unsustainable capital
structure due to weak operating performance and high debt levels,"
stated Moody's Analyst, Mike Zuccaro.
Pro forma for the transactions, Nine West's balance sheet leverage
(calculated using unadjusted debt and company proforma EBITDA) will
improve to around 18 times from around 35 times for the twelve
month period ended October 1, 2016. Zuccaro added, "while the
company has taken additional actions to improve operations,
significant improvement is still needed to reduce leverage to more
sustainable levels. Given ongoing business and industry challenges
and debt maturities that begin in March 2019, Nine West has a very
high probability of default, including the potential for a
distressed exchange-type of restructuring."
Nine West's liquidity is adequate. Moody's believes that the
company's free cash flow will be modest, immediately benefiting
from the approximately $44 million in additional EBITDA resulting
from the purchase of Kasper and the sale of Easy Spirit. With some
paydown of the ABL revolver using Easy Spirit Proceeds and the
addition of Kasper assets to the borrowing base, the company noted
that proforma excess revolver availability improved to $125 million
from $94 million as of October 1, 2016. Thus, liquidity appears
sufficient to fund operations and to meet seasonal working capital
needs over the near term.
Moody's took the following rating actions:
Issuer: Nine West Holdings, Inc.
Corporate Family Rating, Downgraded to Caa3 from Caa2
Probability of Default Rating, Downgraded to Caa3-PD from Caa2-PD
Senior Secured Bank Credit Facility due 2019, Downgraded to Caa1
(LGD2) from B3 (LGD2)
Senior Unsecured Bank Credit Facility due 2020, Downgraded to
Caa3 (LGD4) from Caa2 (LGD4)
8.25% Senior Unsecured Notes due 2019, Downgraded to Ca (LGD5)
from Caa3 (LGD5)
Outlook changed to Stable from Negative
Issuer: Jones Group Inc. (The)
6.875% Senior Unsecured Notes due 2019, Downgraded to Ca (LGD5)
from Caa3 (LGD5)
6.125% Senior Unsecured Bonds due 2034, Downgraded to Ca (LGD5)
from Caa3 (LGD5)
RATINGS RATIONALE
Nine West's Caa3 Corporate Family Rating reflects the company's
weak operating performance and very high debt and leverage burden.
At current and proforma performance levels, the company's capital
structure is unsustainable and its probability of default,
including the potential for a distressed exchange, is high. The
rating also reflects the company's high exposure to the challenged
moderate price department store sector which Moody's believes will
make revenue growth difficult. The company's retail business, which
account for a meaningful portion of revenues, have seen negative
trends for a number of years and has yet to demonstrate revenue and
earnings stability. Recent actions to stabilize the business and
reduce operating expenses should to partly offset these challenges.
The rating also considers that the company's near term liquidity
remains adequate, supported by ample revolver availability.
The stable rating outlook reflects Moody's belief that company's
leverage and probability of default, including the potential for a
distressed exchange, will remain very high as it executes its
operational improvement plans in a very challenging footwear and
apparel environment.
Ratings could be downgraded the company's liquidity were erode for
any reason, or the company's probability of default were to
otherwise increase. Ratings could be upgraded if the company makes
sustained progress improving operating performance such that
leverage began to approach more sustainable levels and its
probability of default decreases. An upgrade would also require the
company to improve liquidity, including the extension of its debt
maturity profile.
Headquartered in New York, NY, Nine West Holdings is the surviving
corporation following the April 2014 acquisition of The Jones
Group, Inc. by affiliates of Sycamore Partners. Revenue approached
$1.6 billion in the twelve months period ended October 1, 2016. Its
most significant brands include Nine West, Gloria Vanderbilt,
L.e.i. and Kasper.
The principal methodology used in these ratings was Global Apparel
Companies published in May 2013.
NUKKLEUS INC: Rotenberg Meril Solomon Raises Going Concern Doubt
----------------------------------------------------------------
Nukkleus Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$260,267 on $9.70 million of total revenues for the fiscal year
ended September 30, 2016, compared to a net loss of $45,176 on
$32,469 of total revenues for the fiscal year ended September 30,
2015.
Rotenberg Meril Solomon Bertiger & Guttilla, P.C., issued a "going
concern" qualification on the consolidated financial statements for
the fiscal year ended September 30, 2016, stating that the Company
has suffered recurring losses from operations and has a net capital
deficiency that raises substantial doubt about its ability to
continue as a going concern.
The Company's balance sheet at September 30, 2016, showed total
assets of $1.18 million, total liabilities of $1.36 million, and a
stockholders' deficit of $236,376.
A full-text copy of the Company's Form 10-K is available at:
https://is.gd/U2EZqY
Nukkleus Inc. is a financial technology company which is focused on
providing software and technology solutions for the worldwide
retail foreign exchange ("FX") trading industry. Nukkleus
primarily provides its software, technology, customer sales and
marketing and risk management technology hardware and software
solutions package to FML Malta. The FXDD brand (FXDD.com) is the
brand utilized in the retail forex trading industry by FML Malta.
ONCOBIOLOGICS INC: Pankaj Mohan Reports 32.9% Stake as of Dec. 31
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Pankaj Mohan, Ph.D. disclosed that as of Dec. 31, 2016,
he beneficially owns 7,894,475 shares of common stock of
Oncobiologics, Inc., representing 32.9 percent of the shares
outstanding. The percentage calculation is based on 23,578,942
shares of Oncobiologics's common stock outstanding as of Dec. 28,
2016, as reported on the Company's Form 10-K for the year ended
Sept. 30, 2016, filed on that date. A full-text copy of the
regulatory filing is available at https://is.gd/5ID3sB
About Oncobiologics
Oncobiologics, Inc., is a clinical-stage biopharmaceutical company
focused on identifying, developing, manufacturing and
commercializing complex biosimilar therapeutics. The Cranbury, New
Jersey-based Company's current focus is on technically challenging
and commercially attractive monoclonal antibodies, or mAbs, in the
disease areas of immunology and oncology.
Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015.
As of Sept. 30, 2016, Oncobiologics had $23.70 million in total
assets, $28.90 million in total liabilities and a total
stockholders' deficit of $5.20 million.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at September 30, 2016 of
$147.4 million and $4.6 million of indebtedness that is due
on demand, which raises substantial doubt about its ability to
continue as a going concern.
OPTIMA SPECIALTY: Wants $211.7-Mil. DIP Loan From DJJ Capital
-------------------------------------------------------------
Optima Specialty Steel, Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware for
authorization to obtain postpetition secured financing from DDJ
Capital Management, LLC, on behalf of certain of its managed
accounts and investment funds, as well as third parties acceptable
to DDJ Capital Management, known as the New Money DIP Lenders.
Debtor Optima Specialty Steel, Inc., issued Prepetition Secured
Notes which matured on December 15, 2016, and are beneficially
owned by various holders including DJJ Capital Management and the
Secured Noteholder Group, which the Debtor believes consists of
unaffiliated holders of a majority of the Prepetition Secured
Notes. The approximate amount currently outstanding under the
Prepetition Secured Notes is $171.7 million, which includes
interest in the approximate amount of $10 million through the
Petition Date.
Debtor Optima Specialty Steel also issued $85 million of senior
unsecured notes bearing interest at 12% per annum. The Debtors
believe that the Prepetition Unsecured Notes are currently held
solely by DJJ Capital Management. The approximate amount
outstanding under the Prepetition Unsecured Notes is $87.5 million,
which includes accrued interest in the approximate amount of $2.5
million as of the Petition Date.
The Debtors also have general unsecured claims which include, among
others, trade claims, litigation claims and environmental claims.
As of the Petition Date, the general unsecured claims were in
excess of $37 million.
The Debtors contend that although they obtained authority for the
use of cash collateral on an interim basis pursuant to the Court's
Interim Cash Collateral Order, the use of cash collateral alone
does not allow the Debtors sufficient liquidity to meet their
needs, including seasonal working capital requirements that
traditionally begin increasing in mid-January 2017 and the costs of
administration of their Chapter 11 cases. The Debtors further
contend that additional liquidity is necessary to continue
operations, administer the Chapter 11 cases and preserve the value
of the Debtors' estates.
The Debtors tell the Court that the Debtor-in-Possession financing
will permit the Debtors to finance their operations, maintain
business relationships with their vendors, suppliers and customers,
pay their employees, and otherwise finance their operations. The
Debtors further tell the Court that without the ability to access
post-petition financing, the Debtors, their estates and their
creditors would suffer immediate and irreparable harm.
The essential terms, among others, of the proposed DIP Facility
are:
(1) Commitment: a total facility of $211,700,000, with the
proceeds of the DIP Loans consisting of and be used by the Company
as follows: (i) up to $50,000,000 to fund the payment of expenses
of the type and in the amounts set forth in the Budget, subject to
Permitted Variances and the other Budget Covenants; and (ii) upon
entry of the Final Order, to repay, in full, in cash, all
Prepetition Secured Notes Obligations and the termination of the
liens securing the same. Up to $40,000,000 of the DIP Loans will
be available upon entry of the Interim Order.
(2) Interest Rates and Fees: The outstanding principal amount
of all DIP Obligations will bear interest at 10% per annum plus
three-month LIBOR, subject to a 1% floor. After the occurrence and
during the continuance of an Event of Default, all outstanding DIP
Obligations will bear an additional 2% per annum of interest, which
additional interest will be payable on demand.
(3) Term: The Maturity Date of the DIP Facility is the
earliest of:
(i) Oct. 31, 2017 or such later date to which Required
DIP Lenders consent in writing in its sole discretion;
(ii) the occurrence of the effective date of any chapter
11 plan; or
(iii) the sale of substantially all of the Debtors’
assets.
(4) Use of DIP Facility: The proceeds of the DIP Loans will be
used to:
(i) fund the working capital needs and chapter 11
administrative costs of the Borrowers during the pendency of the
Chapter 11 Cases;
(ii) provide for repayment of all the Pre-petition Secured
Notes Obligations;
(iii) provide adequate protection to the Debtors'
Pre-petition Secured Notes Parties as provided in the DIP Orders
and the DIP Credit Agreement;
(iv) pay fees, costs, and expenses of the DIP Facility on
the terms and conditions described in the DIP Term Sheet; and
(v) pay other amounts as specified in the Budget.
(5) Liens and Priority Claims: All DIP Loans and all other
DIP Obligations owing by the Debtors to the DIP Agent and DIP
Lenders, shall, at all times be secured by the following liens on
and security interests in all of the Debtors’ assets:
(a) An allowed super-priority administrative expense
claims in each of the Bankruptcy Cases, having priority over all
super-priority administrative claims granted to any other creditors
of the Debtors, and all administrative expenses of the kind
specified in sections 503(b) and 507(b) of the Bankruptcy Code and
any and all expenses and claims of the Debtors, subject to the
Carve Out;
(b) Valid, perfected, first-priority security interests
in and liens on all property and assets of the Debtors, subject
only to the Carve-Out, and prior to the entry of the Final Order
approving the Replacement DIP Loans and the occurrence of the
Prepetition Secured Notes Repayment, the Adequate Protection
Liens;
(c) Valid, perfected second-priority security interests
in and liens on all Property subject to non-avoidable, valid, and
perfected security interests and liens in existence as of the
Petition Date or that are subsequently perfected as permitted by
Section 546(b) of the Bankruptcy Code, subject to the Carve-Out and
the Adequate Protection Liens; and
(d) Upon entry of the Final Order approving the
Replacement DIP Loans and the occurrence of the Prepetition Secured
Notes Repayment, pursuant to section 364(d)(1) of the Bankruptcy
Code, be secured by valid, perfected first priority security
interests and liens on the Prepetition Secured Notes Collateral,
subject to the Carve-Out and any perfected, enforceable,
non-avoidable prepetition security interests in and liens on such
collateral that, after taking into account any intercreditor or
subordination agreements, are senior to the security interests and
liens securing the Pre-petition Secured Notes and permitted under
the Prepetition Secured Notes Documents.
(6) Carve Out: Consists of:
(a) all fees required to be paid to the Clerk of the
Bankruptcy Court and to the Office of the United States Trustee;
(b) to the extent applicable, all reasonable fees and
expenses incurred by a trustee under Section 726(b) of the
Bankruptcy Code in an amount not to exceed $50,000;
(c) to the extent allowed at any time, all accrued unpaid
fees, disbursements, costs and expenses incurred by professionals
or professional firms retained by the Debtors and any Official
Committee of Unsecured Creditors at any time before or on the first
business day following delivery by the DIP Agent of a Carve Out
Trigger Notice; and
(d) after the first business day following delivery by
the DIP Agent of the Carve Out Trigger Notice, to the extent
allowed at any time, all unpaid fees, disbursements, costs and
expenses incurred by professionals or professional firms retained
by the Debtors and any Official Committee of Unsecured Creditors in
an aggregate amount not to exceed (x) with respect to professionals
or professional firms retained by the Debtors, $300,000 and (y)
with respect to professionals or professional firms retained by the
Official Committee of Unsecured Creditors, $150,000.
(7) Adequate Protection: As security for and to the extent of
any diminution in value:
(a) The Prepetition Secured Notes Trustee, for the
benefit of the Prepetition Secured Noteholders, will be granted,
additional and replacement valid, binding, enforceable
non-avoidable, and automatically perfected postpetition security
interests in and liens on all Collateral. The Adequate Protection
Liens will be subordinate to the Carve-Out and other unavoidable
liens existing as of the Petition Date that are senior by the terms
of the Pre-petition Secured Notes Documents.
(b) The Prepetition Secured Notes Trustee will be
granted, for the benefit of itself and the Prepetition Secured
Noteholders, an allowed administrative expense claim in each of the
Bankruptcy Cases ahead of and senior to any and all other
administrative expense claims in such Bankruptcy Cases, except the
Carve-Out.
(c) The Debtors will pay all prepetition and postpetition
fees and expenses of the Prepetition Secured Notes Trustee and the
Secured Noteholder Group.
(d) The Debtors will pay all accrued and unpaid interest
on account of the Prepetition Secured Notes Obligations and prior
to the occurrence of the Prepetition Secured Notes Repayment the
Prepetition Secured Notes Obligations will continue to accrue
interest at the default contract rate set forth in the Prepetition
Secured Notes Documents and the Debtors will pay such interest
monthly in arrears.
The DIP Term Sheet provides for the following Case Milestones:
(1) on or before July 14, 2017, the Debtors will file a
chapter 11 plan of reorganization, which plan will provide for
payment in full in cash of the DIP Obligations, and related
disclosure statement;
(2) on or before Aug. 28, 2017, entry of an order approving
the disclosure statement for the Debtors' Plan;
(3) on or before Oct. 6, 2017, entry of an order confirming
the Debtors’ Plan; and
(4) on or before Oct. 27, 2017, the Debtors' Plan will have
been substantially consummated and the effective date thereof will
have occurred.
A full-text copy of the Debtor's Motion, dated Jan. 17, 2017, is
available at
http://bankrupt.com/misc/OptimaSpecialty2016_1612789kjc_202.pdf
About Optima Specialty Steel
Optima Specialty Steel, Inc. and its affiliates filed separate
Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty
Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation
(Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del.
16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and
Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The
petitions were signed by Mordechai Korf, chief executive officer.
At the time of filing, the Debtor had assets and liabilities
estimated at $100 million to $500 million each.
Optima Specialty Steel and its affiliates are independent
manufacturers of specialty steel products. Their manufacturing
facilities are located in the United States, and each of the
companies' operating units have operated in the steel industry for
more than 50 years. At the time of the bankruptcy filing, the
Debtors collectively employ more than 900 people.
The Debtors engaged Greenberg Traurig, LLP, Wilmington, DE, as
counsel. The Debtors tapped Ernst & Young LLP as their
accountant.
No request has been made for the appointment of a trustee or
examiner.
The U.S. Trustee for Region 3 appointed seven creditors to serve on
the Official Committee of Unsecured Creditors: Michael Scharf,
ArceloMittal International America LLC, Steel Dynamic Sales North
America, Inc., Republic Steel, ASW Steel Inc., Gerdau, and United
Steelworkers.
OSBORN RESTAURANT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Osborn Restaurant Holdings, LLC
1725 E. Osborn Rd.
Phoenix, AZ 85016
Case No.: 17-00612
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: January 23, 2017
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Eddward P. Ballinger Jr.
Debtor's Counsel: James F Kahn, Esq.
Bankruptcy Legal Center
JAMES F. KAHN, P.C.
301 E. Bethany Home Rd., Ste C-195
Phoenix, AZ 85012
Tel: 602-266-1717
Fax: 602-266-2484
E-mail: James.Kahn@azbar.org
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald Pacioni, member/manager.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/azb17-00612.pdf
OSPREY UTAH: Taps Ryals Donaldson as Special Counsel
----------------------------------------------------
Osprey Utah, LLC seeks authorization from the U.S. Bankruptcy Court
for the Southern District of Alabama to employ Ryals, Donaldson &
Agricola, P.C. as special counsel, nunc pro tunc to July 8, 2016.
As special counsel, Ryals Donaldson will represent the Debtor in
proceedings in which it is a party:
-- Breland v. Levada EF Five, LLC Case No. 14-cv-0158-CG;
-- Breland v. Levada EF Five, LLC Case No. 16-14709-A; and
-- Utah Reverse Exchange, LLC v. Donado Case No. 14-cv-0408-WS.
Algert S. Agricola, Jr. at the Ryals Donaldson will be handling
this matter on an hourly basis. His hourly rate is $275.
Ryals Donaldson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Mr. Agricola 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.
Ryals Donaldson can be reached at:
Algert S. Agricola, Jr., Esq.
RYALS, DONALDSON & AGRICOLA, P.C.
60 Commerce Street, Suite 1400
Montgomery, AL 36104
Tel: (334) 834-5290
Fax: (334) 834-5297
E-mail: aagricola@rdafirm.com
About Osprey Utah
Osprey Utah, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Ala. Case No. 16-02270) on July 8,
2016. The petition was signed by Charles K. Breland, Jr., member
and manager. The case is assigned to Judge Jerry C. Oldshue. At
the time of the filing, the Debtor estimated its assets and debts
at $1 million to $10 million.
OVERSEAS SHIPHOLDING: Reaches Agreement with SEC on Tax Claims
--------------------------------------------------------------
Overseas Shipholding Group, Inc., on Jan. 23, 2017, disclosed that
it has reached an agreement with the U.S. Securities and Exchange
Commission ("SEC") fully resolving a previously disclosed SEC
investigation into the failure of OSG to record certain federal
income tax liabilities in its financial statements prior to the
second quarter of 2012.
This agreement with the SEC would also resolve the last remaining
claim in the Company's bankruptcy case. The Company will file a
motion requesting bankruptcy court approval of the resolution with
the SEC and will simultaneously request an order closing the
Company's bankruptcy case.
"OSG is committed to operating its business with the utmost
integrity and transparency and in compliance with all applicable
laws and regulations," said Sam Norton, OSG's president and CEO.
"We are pleased to have reached an agreement to resolve this
investigation and to be in a position to close the bankruptcy case.
With this matter behind us, we can focus our full attention on
building value for our shareholders."
In the resolution, OSG neither admits nor denies the SEC's
allegations that the Company violated certain provisions of the
Securities Act of 1933, the Securities Exchange Act of 1934 and
related rules. Subject to bankruptcy court approval, OSG will pay
a $5 million civil penalty related to the SEC investigation, which
was fully reserved for as of September 30, 2016. The SEC
resolution does not require any changes to the Company's historical
financial statements. OSG previously restated its annual financial
statements for 2000 through 2011 and for the quarters ended March
31 and June 30, 2012.
The SEC has acknowledged OSG's cooperation with the SEC staff
throughout the course of its investigation, as well as OSG's
implementation of remedial measures and improvements to internal
accounting controls over its tax reporting functions and changes to
the senior management of OSG since 2012.
About Overseas Shipholding
Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New
York is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of crude oil
and petroleum products. OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.
Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities. Greylock Partners LLC Chief Executive John
Ray serves as chief reorganization officer. James L. Bromley,
Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen &
Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott,
Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris,
Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser. Kurtzman Carson
Consultants LLC is the claims and notice agent.
The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP
in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark
Partners, LLC serves as financial and restructuring advisor.
Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.
U.S. Bank National Association is the successor administrative
agent under the $1.5 billion credit agreement, dated as of February
9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG
International, Inc., as joint and several borrowers, (b) the
Administrative Agent and (c) various lenders party thereto.
Counsel to the Administrative Agent are Milbank, Tweed, Hadley &
McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP.
Lazard Freres & Co. LLC serves as advisor to the Administrative
Agent.
An official committee of Equity Security Holders has been appointed
in the case. It is represented by Brown Rudnick LLP's Steven D.
Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox
Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and
L. John Bird, Esq.
Judge Walsh signed on July 18, 2014, a findings of fact,
conclusions of law, and order confirming the First Amended Joint
Plan of Reorganization of OSG and its debtor-affiliates.
A blacklined version of the Plan dated July 17, 2014, is available
at http://bankrupt.com/misc/OSGplan0716.pdf
A full-text copy of Judge Walsh's Confirmation Order is available
at http://bankrupt.com/misc/OSGplanord0718.pdf
PEABODY ENERGY: Discovery Capital Unloads Equity Stake
------------------------------------------------------
Discovery Capital Management, LLC, disclosed in a filing with the
Securities and Exchange Commission that it no longer holds shares
of Peabody Energy Corporation common stock as of Jan. 20, 2017.
Between Jan. 19 and 20, 2017, Discovery sold 1,595,140 shares of
Peabody common stock. The shares sold on Jan. 19 fetched $4.06 and
$3.98 a share. The shares sold Jan. 20 fetched between $1.69 and
$2.91 a share.
Discovery also disclosed that its clients own (i) $186,220,000
notional value of 4.75% convertible junior subordinated debentures
due on December 15, 2041, (ii) $394,769,000 notional value of 6.00%
senior notes issued in November 2011 and due November 2018 (the
"2018 Senior Notes"); (iii) $101,032,000 notional value of 6.50%
senior notes issued in August 2010 and due in September 2020 (the
"2020 Senior Notes"); (iv) $124,425,760 notional value of 6.25%
senior notes issued in November 2011 and due in November 2021 (the
"2021 Senior Notes"); and (v) $31,935,000 notional value of 7.875%
senior notes issued in October 2006 and due in November 2026 (the
"2026 Senior Notes" and, together with the 2018 Senior Notes, the
2020 Senior Notes and the 2021 Senior Notes, the "Unsecured Senior
Notes"). Discovery et al. are deemed to have beneficial ownership
over all such securities.
A copy of Discovery's SEC report is available at
https://is.gd/o6u9aQ
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.
PEABODY ENERGY: Mangrove Partners Offers Alternative Plan
---------------------------------------------------------
The Mangrove Partners Master Fund, Ltd., along with certain other
equity holders and certain members of the Ad Hoc Group of
Non-Consenting Creditors -- Commitment Parties -- in the Chapter 11
Cases executed and delivered on January 20, 2017, to Peabody Energy
Corporation and the Official Committee of Unsecured Creditors a
Backstop Commitment Letter.
On Jan. 17, 2017, the Commitment Parties submitted a restructuring
proposal to the Company, but the Company informed the Commitment
Parties of certain concerns it had regarding the restructuring
proposal. The Backstop Commitment Letter supersedes such
restructuring proposal in all respects.
The Backstop Commitment Letter provides that, if the Debtors
countersign the Backstop Commitment letter, the Commitment Parties
and the Debtors will cooperate and negotiate in good faith the
terms of a long-form agreement consistent with the terms of the
Backstop Commitment Letter that would supersede the Backstop
Commitment Letter.
Under the Backstop Commitment Letter, the Commitment Parties have
committed, among other things, to exercise any subscription rights
that remain unfilled at the conclusion of a proposed $1,770,000,000
equity rights offering of reorganized Peabody Energy Corporation,
which will provide a portion of the financing for a proposed
restructuring of the Debtors contemplated by the Backstop
Commitment Letter. The Alternative Transaction would be different
from the plan of reorganization filed by the Debtors with the
United States Bankruptcy Court for the Eastern District of Missouri
on December 22, 2016.
Pursuant to the Alternative Transaction, each holder of equity
(including the Master Fund) of the Company will receive its pro
rata share of warrants for 5% of the shares of Reorganized Peabody
exercisable for seven years at a valuation at which convertible
noteholders receive a par recovery. The price per share in the
Rights Offering is to be determined using a plan enterprise value
of $6,750,000,000 -- Plan Enterprise Value -- and applying a 45%
discount thereto. The Master Fund believes that the actual
enterprise value of the Debtors is substantially higher than the
Plan Enterprise Value but agreed to become a Commitment Party for
the investment opportunity of acquiring equity of Reorganized
Peabody at a price substantially lower than its intrinsic value.
In addition, the Alternative Transaction contemplates, among other
things, that:
(i) each holder of an Allowed First Lien Lender Claim1 will
receive its aggregate pro rata share of cash equal to the full
amount of its Allowed First Lien Lender Claims, including interest
at the default rate,
(ii) each holder of an Allowed Second Lien Notes Claim will
receive either (A) Reinstatement of any Allowed Second Lien Notes
Claim or (B) an option to exchange such Second Lien Notes for its
pro rata share (based on 100% of the Allowed Second Lien Note
Claims) of (x) $750 million in cash (75% of the stated principal
amount of the Second Lien Notes, excluding accrued and unpaid
interest) and (y) 17.4% of the shares in Reorganized Peabody (which
shall be subject to dilution as described in the Plan Term Sheet),
(iii) each holder of an Allowed Unsecured Senior Notes Claim
will receive the holder's pro rata share of (A) 100% of shares of
Reorganized Peabody less any shares of Reorganized Peabody that
holders of Allowed Second Lien Notes Claims elect to receive (which
shall be subject to dilution as described in the Plan Term Sheet)
and (B) the Section 1145 Equity Rights and (iv) each holder of
convertible notes will receive its pro rata share of warrants for
20% of shares of Reorganized Peabody, exercisable for seven years
at a valuation at which participating holders of Allowed Unsecured
Senior Notes Claims receive a par recovery. Participants in the
Rights Offering will also be granted oversubscription rights such
that any subscription rights that remain unfilled by the
participants of the Rights Offering may be subscribed for by other
Rights Offering participants.
The obligations of the Debtors to issue shares in the Rights
Offering, and of the Commitment Parties to purchase their
commitments contemplated by the Backstop Commitment Letter, are
subject to certain conditions, including, among other things:
(i) execution and delivery by the Commitment Parties
and the Debtors of the Backstop Commitment
Agreement in form and substance reasonably
acceptable to the requisite number of Commitment
Parties and the Debtors,
(ii) consummation of the transactions contemplated by
the Backstop Commitment Letter and
(iii) receipt of final orders from the Bankruptcy Court
approving the transactions contemplated by the
Backstop Commitment Letter.
In exchange for their commitments to exercise any unfilled
subscription rights, the Commitment Parties would receive, among
other things, a backstop commitment premium (payable in the form of
new common stock of Reorganized Peabody) and penny warrants for
shares of Reorganized Peabody.
The Backstop Commitment Letter is subject to termination:
(i) automatically upon execution and delivery of the
Backstop Commitment Agreement,
(ii) upon approval or authorization by the Bankruptcy
Court of any reorganization or similar transaction
other than the Alternative Transaction or if the
Debtors enter into any agreement providing for
any such transaction,
(iii) on April 28, 2017 (which date may be extended or
waived (but not to a date later than June 30, 2017)
in certain circumstances)
(iv) if the board of directors of Peabody Energy
determines in good faith, based upon the advice
of outside legal counsel, that continued performance
under the Backstop Commitment Letter would be
inconsistent with the exercise of its fiduciary
duties under applicable law, and
(v) upon the occurrence of material breaches of a
party's representations, warranties or covenants
contained in the Backstop Commitment Letter if
such breaches remain uncured for 5 business
days following written notice thereof.
A copy of the Backstop Commitment Letter is available at
https://is.gd/7Z3Ibl
Mangrove is represented by:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
Telephone: (212) 728-8000
E-mail: mschwartz@wilkie.com
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.
PEABODY ENERGY: Noteholders Seeks Appointment of Retail Committee
------------------------------------------------------------------
A senior noteholder has filed a motion seeking the appointment of
an official committee of retail unsecured noteholders in Peabody
Energy Corp.'s Chapter 11 case.
In its motion filed with the U.S. Bankruptcy Court for the Eastern
District of Missouri, Joel Packer, a holder of 6% senior notes
issued by the company, asserted there is a need to create such
committee to protect the interests of retail noteholders.
The move came after Peabody entered into an agreement that allows
certain noteholders to purchase preferred equity in a private
placement by the company.
"The PPA provided significant benefits to institutional bondholders
only and deprived retail noteholders of Peabody like Mr. Packer
from participating in the private placement," said David Kovel,
Esq., at Kirby McInerney LLP, in New York.
Mr. Kovel said that since the private placement agreement became
public, the price of Peabody's unsecured notes have declined
significantly.
Mr. Packer can be reached through:
David E. Kovel, Esq.
Peter S. Linden, Esq.
825 Third Avenue, 16th Floor
New York, NY 10022
Tel: (212) 371-6600
Fax: (212) 751-2540
Email: dkovel@kmllp.com
Email: plinden@kmllp.com
-- and --
Peter D. Kerth, Esq.
Jenkins & Kling, P.C.
150 North Meramec Avenue, Suite 400
St. Louis, MO 63105
Tel: (314) 721-2525
Fax: (314) 721-5525
Email: pkerth@jenkinskling.com
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.
PHILADELPHIA HEALTH SYSTEM: U.S. Trustee Forms 4-Member Committee
-----------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Jan. 23 appointed
four creditors of North Philadelphia Health System to serve on the
official committee of unsecured creditors.
The committee members are:
(1) Atlantic Diagnostic Laboratories, LLC
3520 Progress Drive, Suite C
Bensalem, PA 19020
Attn: Jim McDevitt
Phone: (267) 525-2470 Ext. 206
Email: jmcdevitt@adllab.net
(2) Independence Blue Cross, LLC
1900 Market Street
Philadelphia, PA 19103
Attn: Michael Zipfel and Jessica Tamaccio
Phone: (215) 241-4908
Fax: (215) 241-3824
Email: michael.zipfel@ibx.com
Email: jessica.tamaccio@ibx.com
(3) PECO Energy Company
300 Exelon Way, 2nd Floor
Kennett Square, PA 19348
Attn: Patrick J. Vogelei and Lynn Zack
Phone: (610) 765-6655
Email: patrick.vogelei@exeloncorp.com
Email: lynn.zack@exeloncorp.com
(4) Keystone Quality Transport Co.
1260 E. Woodland Avenue, Suite 200
Philadelphia, PA 19064
Attn: Todd M. Strine
Phone: (215) 432-6926
Email: tstrine@gmail.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About North Philadelphia Health System
North Philadelphia Health System, a Pennsylvania non-profit,
non-stock, non-member corporation, operates the Girard Medical
Center, a state-licensed 65-person private psychiatric hospital,
and the Goldman Clinic, a medically assisted treatment center,
located Philadelphia, Pennsylvania.
North Philadelphia Health System sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E. D. Pa. Case No. 16-18931) on
December 30, 2016. The petition was signed by George Walmsley III,
president & CEO.
The case is assigned to Judge Magdeline D. Coleman.
At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.
PILOT TRAVEL: Moody's Rates New Secured Credit Facility "Ba1"
-------------------------------------------------------------
Moody's Investors Service rated Pilot Travel Centers LLC's proposed
senior secured credit facility Ba1 -- including a senior secured
revolver and a term loan A. The company's other ratings remain
unchanged, including its Ba1 Corporate Family Rating, its Ba2-PD
Probability of Default rating, and the Ba1 rating on the company's
senior secured term loan B due 2023. The ratings on its existing
senior secured revolver and three tranches of its term loan A will
be withdrawn when the proposed transaction closes. The rating
outlook is stable.
The proposed transaction includes refinancing the company's senior
secured revolver and term loan A tranches due 2019 with similar
debt due 2022. Terms are expected to be similar to the existing
debt, with pricing on the revolver and term loan A expected to be
reduced by 50 bps and the term loan B reduced by 75 bps. "The
transaction, as contemplated, will improve Pilot's liquidity
through a relaxed maturity profile -- there will be no material
maturities until 2022 -- and a modestly lower interest burden which
will increase its free cash flow by about $20 million annually,"
stated Peter Trombetta, an AVP-Analyst at Moody's.
The proceeds of the proposed senior secured credit facility --
including a $1.0 billion revolver and a $2.184 billion term loan A
-- will be used to refinance the company's existing $1.0 billion
revolver due 2019, $858 million term loan A-1 due 2019, $515
million term loan A-2, and $812 million term loan A-3 due 2019 (all
amounts outstanding as of December 31, 2016). Pilot is expected to
draw about $460 million on the new revolver at closing to repay
outstandings under the existing revolver and reduce its term loan B
by $250 million.
Ratings assigned:
$1,000 million senior secured revolving credit facility due 2022
at Ba1 (LGD3)
$2,184 million senior secured term loan A due 2022 at Ba1 (LGD3)
RATINGS RATIONALE
Pilot's Ba1 Corporate Family Rating continues to reflect the
company's good debt protection metrics -- Moody's expects the
company will maintain debt/EBITDA at about 3.0x and EBIT/interest
at about 6.0x -- meaningful scale, geographic reach, and good
liquidity. The company also benefits from its diverse profit
stream. While fuel revenue accounts for about 85% of total sales,
inside sales at its stores -- including higher margin merchandise
sales and restaurant revenue -- accounts for almost half of Pilot's
gross profit. About 80% of Pilot's fuel revenue comes from the sale
of diesel and diesel exhaust fluid through direct billing
agreements with trucking fleets, which adds to the predictability
of its revenue stream and further reduces its earnings volatility.
Pilot supplies diesel fuel to the majority of the 100 largest long
haul trucking fleets in the US and is the number one supplier of
diesel fuel volumes in the country. The ratings are constrained by
Pilot's reliance on high volume, low margin fuel sales, some
regional concentration, and concern that financial policies with
respect to dividends and acquisitions could become more aggressive.
We expect the company will make tuck-in acquisitions as it looks to
add presence in certain geographic locations.
The stable rating outlook reflects Moody's expectation that Pilot's
operating performance will remain strong and the company will
maintain debt/EBITDA around 3.0x with EBIT/interest coverage of
about 6.0x over the next 12 to 18 months.
Pilot has good liquidity reflecting Moody's expectation that over
the next 12 to 18 months the company's internal cash flow and cash
balances (about $38 million at December 31, 2016) will be
sufficient to cover debt service needs, capital expenditures --
including maintenance and new store growth -- and dividends. One of
the proposed changes to the credit agreement is for lower mandatory
amortization on the term loan A tranches over the next two years --
the new credit agreement calls for 5% amortization in in 2016 and
2017, while the existing credit agreement required 6% amortization
over this time period. As an LLC, the company is required to
distribute amounts to its owners each quarter to cover taxes. We
expect the company will dividend between $600 million and $700
million over the next 12 months for tax purposes as well as common
dividends. In 2015 Pilot raised debt to purchase the equity of one
of its owners. While Moody's projections do not include another
transaction similar to this in the near term, there is a chance
that at some point an owner looks to exit the business and Pilot
will need to raise debt or use its free cash flow to fund the
purchase. The company's proposed $1.0 billion committed revolver is
expected to be drawn by about $460 million at close. The company is
subject to leverage and interest coverage financial maintenance
covenants, and Moody's expects the company will maintain ample
cushion under each.
An upgrade would require a balanced growth strategy, financial
policy and capital structure that supports the credit profile
required of an investment grade rating. An upgrade would also
require very good liquidity and stable margins for its non-fuel
businesses. Quantitatively, an upgrade would require debt/EBITDA
maintained below 2.5 times and EBIT/interest sustained near 5.5
times.
A downgrade could occur in the event that liquidity contracted
beyond current levels or debt protection metrics weaken due to a
sustained deterioration in operating performance. The adoption of
an aggressive financial policy or growth strategy that negatively
impacted debt protection metrics or liquidity could also pressure
the ratings. Specifically, ratings could be downgraded if debt to
EBITDA exceeded 4.0 times on a sustained basis or if EBIT to
interest is sustained below 2.75 times.
Pilot Travel Centers LLC is a partnership that owns and operates
over 560 truck stops across the U.S. and Canada. In addition to
fuel, Pilot locations have convenience stores, fast food
restaurants, and other amenities. Pilot is majority owned by the
Haslam family through the ownership of Pilot Corporation. Annual
revenues are approximately $16.5 billion.
The principal methodology used in these ratings was Retail Industry
published in October 2015.
PINNACLE FOODS: Moody's Assigns Ba2 Rating to $2.4BB Term Loan
--------------------------------------------------------------
Moody's Investors Service. Inc. assigned a Ba2 rating to Pinnacle
Foods Finance LLC's proposed $2.262 billion 7-year senior secured
term loan ("Term Loan B") and $200 million 5-year senior secured
revolving credit facility ("Revolver"). Net proceeds, together with
of $220 million of cash on hand, will be used to refinance the
company's existing revolving credit facilityand three term loans.
The rating outlook is stable.
The assigned ratings are subject to successful completion of the
offering and final documentation. Upon consummation of the
transaction, Moody's will withdraw the ratings on the existing debt
instruments that will be repaid.
Pinnacle Foods Finance LLC
Ratings assigned:
Proposed $2.262 billion Term Loan B due February 2024 at Ba2 (LGD
3);
Proposed $200 million Revolving Credit Facility due February 2022
at Ba2 (LGD 3).
Ratings to be withdrawn at close:
$1,410 million Term Loan G due April 2020 at Ba2 (LGD 3);
$511 million Term Loan H due April 2020 at Ba2 (LGD 3);
$547 million Term Loan I due February 2023 at Ba2 (LGD 3);
$150 million Revolving Credit Facility due April 2018 at Ba2 (LGD
3).
The outlook on all ratings is stable.
RATINGS RATIONALE
Pinnacle's ratings, including its Ba3 Corporate Family Rating,
reflect the company's portfolio of mostly mature brands in frozen
and shelf-stable food categories that generate relatively stable
operating performance; as well as an expanding offering
"better-for-you" foods that are faster-growing and generate higher
profit margins. Pinnacle's core operating model is largely focused
on stimulating sales and earnings growth of its mature brands
through optimization of brand investment and manufacturing
efficiencies. Moody's expect that acquisitions will remain a key
element to the company's growth strategy.
The stable rating outlook reflects Moody's expectation that
Pinnacle will generate positive free cash flow, leverage will
decline gradually through earnings growth, and the company will
maintain a solid liquidity profile.
A rating upgrade would be considered if Moody's believe that
Pinnacle is likely to reduce and sustain debt to EBITDA below 4.0x.
Pinnacle's ratings could be lowered if weak operating performance
or a leveraged acquisition causes Pinnacle's debt/EBITDA to be
sustained above 5.0x.
The principal methodology used in these ratings was Global Packaged
Goods published January 2017.
Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance LLC
-- through its wholly-owned operating company, Pinnacle Foods Group
-- manufactures and markets branded convenience food products in
the US and Canada. Key brands include Birds Eye and Hungry-Man
frozen dinners, Vlasic pickles, Wish Bone salad dressings, Duncan
Hines cake mixes, and Udi's, Glutino and EVOL gluten-free and
healthy frozen foods. Net sales for the last twelve month period
ended September 25, 2016 totaled approximately $3.0 billion.
In January 2016, Pinnacle acquired Boulder, Colorado-based Boulder
Brands, Inc. for $975 million. Boulder markets and manufactures a
wide array of health-oriented branded food products for sale mostly
in North America.
PINNACLE FOODS: S&P Assigns 'BB+' Rating on Proposed $2.262BB Loan
------------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB+' issue-level
ratings to Pinnacle Foods Finance LLC's (indirect wholly owned
subsidiary of Pinnacle Foods Inc.) proposed $2.262 billion new term
loan B due in seven years and new $200 million revolver due in five
years. The recovery rating is '1', indicating S&P's expectations
for very high (90% to 100%) recovery in the event of a payment
default. The company intends to use net proceeds along with about
$220 million in cash to pay down its existing term loan balances
and to refinance its existing $1.4 billion term loan G, $511
million term loan H, and $547 million term loan I. S&P will
withdraw the ratings on these facilities upon the close of this
transaction. The company's senior secured debt will decrease to
$2.3 billion from $2.5 billion, reducing the priority claims on the
company's assets and leaving greater recovery value for the
company's unsecured debt holders. As a result, S&P raised its
ratings on Pinnacle's $350 million senior unsecured notes due 2021
and $350 million senior unsecured notes due 2024 to 'BB-' from 'B+'
and revised the recovery ratings to '4' from '5'. The recovery
rating is '4', indicating S&P's expectations of average recovery
(30% to 50%), at the upper end of the range, in the event of a
payment default. The ratings are based on preliminary terms and
are subject to review upon receipt of final documentation.
As of Sept. 25, 2016, we estimate the company had roughly
$3.1 billion in adjusted debt outstanding. S&P estimates that
Pinnacle will maintain pro forma debt leverage between 4x and 5x
during the next 12 to 24 months even factoring in stronger
operating results, as S&P anticipates that the company will
continue to make acquisitions.
Pinnacle participates in the highly competitive packaged foods
industry. The company manufactures a diverse portfolio primarily
in the U.S. In S&P's view, the company competes in relatively
smaller, slower growth, niche categories than larger, global
packaged food peers. Pinnacle maintains leading market positions
in frozen vegetables, frozen skillet-ready meals, shelf-stable
pickles, table syrups, bagels, and pie/pastry fruit fillings. Last
year, the company purchased Boulder Brands, which provides the
company further penetration into the health and wellness categories
and entry into the gluten-free category. Pinnacle has a track
record of making and effectively integrating acquisitions, allowing
it to quickly deleverage and to manage its debt leverage below 5x.
RECOVERY ANALYSIS
Key analytical factors
Capital Structure:
The issuer of all of the company's debt is Pinnacle Foods Finance
LLC. Pinnacle Foods Inc. is the parent company and guarantor.
Following this transaction, the company's debt structure will
consist of:
-- $200 million revolving credit facility due 2022
-- $2.262 billion term loan B due 2024
-- $350 million 4.875% senior unsecured notes due 2021
-- $350 million 5.875% senior unsecured notes due 2024
Security and guarantee package:
The issuer of the term loan and notes is Pinnacle Foods Finance
LLC, a subsidiary of Pinnacle Foods Inc. Guarantors of the proposed
term loan are from certain existing and future parent and immediate
parent entities and certain existing and future domestic
subsidiaries.
Collateral on the proposed term loan includes 100% of the capital
stock of Pinnacle Foods Finance LLC and certain wholly owned
domestic subsidiaries and 65% of capital stock of foreign
subsidiaries, and substantially all other assets owned by the
borrower and each guarantor.
The notes are senior unsecured obligations and subordinated to the
senior secured credit facilities.
Covenants:
The senior secured credit facilities will remain subject to a net
first lien leverage ratio of 5.75x or below.
Insolvency regimes:
Pinnacle Foods Finance LLC and Pinnacle Foods Inc. are incorporated
and headquartered in the U.S. In the event of an insolvency
proceeding, S&P anticipates that the company would file for
bankruptcy protection under the auspices of the U.S. federal
bankruptcy court system and would unlikely involve other foreign
jurisdictions.
Simulated default assumptions:
S&P Global Ratings' simulated default scenario contemplates a large
product recall, change in consumer trends away from the company's
portfolio of brands, or heightened and sustained competitive
pressures that could severely curtail revenues. Pinnacle could also
encounter higher raw material costs that it cannot pass along to
customers. Any combination of these scenarios would reduce the
company's cash flow and liquidity and, under S&P's simulation,
would result in the company's inability to meet fixed payment
obligations.
-- Year of default: 2021
-- EBITDA at emergence: $420 million
-- Implied enterprise value multiple: 7x
S&P's emergence level EBITDA of $420 million takes into
consideration a 45% operational adjustment (to reflect some
recoupment of sales volume and cost-cutting efforts that improve
margins) on top of the default level EBITDA. The default EBITDA
roughly reflects fixed charge requirements of about
$214.0 million in interest costs (assumes higher rate because of
default and includes prepetition interest), $22.7 million in term
loan payments, and $53.0 million in minimal capital expenditures
(capex) assumed at default. The senior secured credit facilities
have a net first-lien leverage covenant that S&P contemplates would
be violated in a distressed situation and subsequently amended
until a payment default eventually occurs. S&P estimates a gross
valuation of $137 million assuming a 7x EBITDA multiple that is
within the range S&P used for some of the company's peers.
Calculation of EBITDA at emergence:
-- Debt service assumption: $236.2 million (assumed default
year interest plus amortization)
-- Minimum capex assumption: $53.1 million
-- Preliminary emergence EBITDA: $289.3 million
-- Operational adjustment: 45%
-- Emergence EBITDA: $420 million
Simplified waterfall
-- Emergence EBITDA: $420 million
-- Multiple: 7x
-- Gross recovery value: $2.9 billion
-- Net recovery value for waterfall after administrative
expenses (5%): $2.8 billion
-- Obligor/nonobligor valuation split: 95%/5%
-- Collateral value available to secured debt: $2.7 billion
-- Estimated senior secured claims: $2.4 billion
-- Recovery range for senior secured debt: 90%-100%
-- Remaining value to unsecured claims: $360.0 million
-- Estimated unsecured debt claims: $725.9 million
-- Recovery range for unsecured debt: 30%-50%, higher end of
the range
RATINGS LIST
Pinnacle Foods Inc.
Corporate Credit Rating BB-/Stable/--
New Rating
Pinnacle Foods Finance LLC
proposed $2.262 billion new BB+
term loan B due in seven years
Recovery Rating 1
new $200 million revolver due BB+
in five years
Recovery Rating 1
Rating Raised; Recovery Rating Revised To From
Pinnacle Foods Inc.
$350 million senior unsecured BB- B+
notes due 2021
Recovery Rating 4H 5L
$350 million senior unsecured BB- B+
notes due 2024
Recovery Rating 4H 5L
POSITIVEID CORP: Closes $200,000 SPA with Crossover Capital
-----------------------------------------------------------
PositiveID Corporation closed a securities purchase agreement with
Crossover Capital Fund II, LLC, providing for the purchase of two
Convertible Redeemable Notes in the aggregate principal amount of
$200,000, with the first note being in the amount of $100,000, and
the second note being in the amount of $100,000.
Note I has been funded, with the Company receiving $88,000 of net
proceeds (net of original issue discount). Note II will initially
be paid for by the issuance of an offsetting $88,000 secured note
issued to the Company by the Investor. The funding of Note II is
subject to the mutual agreement of the Investor and the Company.
The Investor is required to pay the principal amount of the Secured
Note in cash and in full prior to executing any conversions under
Note II. The Notes bear an interest rate of 10%, and are due and
payable on Jan. 13, 2018. The Notes may be converted by the
Investor at any time into shares of Company's common stock (as
determined in the Notes) calculated at the time of conversion,
except for Note II, which requires full payment of the Secured Note
by the Investor before conversions may be made. The Notes (subject
to funding in the case of Note II) may be converted by the Investor
at any time into shares of Company's common stock at a price at a
price equal to 62.5% of the lowest trading price of the common
stock as reported on the OTC Link ATS owned by OTC Markets Group
for the 20 prior trading days including the day upon which a notice
of conversion is received by the Company.
The Notes are long-term debt obligations that are material to the
Company. The Notes may be prepaid in accordance with the terms set
forth in the Notes. The Notes also contain certain
representations, warranties, covenants and events of default
including if the Company is delinquent in its periodic report
filings with the Securities and Exchange Commission, and increases
in the amount of the principal and interest rates under the Notes
in the event of such defaults. In the event of default, at the
option of the Investor and in the Investor's sole discretion, the
Investor may consider the Notes immediately due and payable.
About PositiveID
Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market. Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.
PositiveID reported a net loss attributable to common stockholders
of $11.5 million on $2.94 million of revenues for the year ended
Dec. 31, 2015, compared with a net loss attributable to common
stockholders of $8.22 million on $945,000 of revenues for the year
ended Dec. 31, 2014.
As of Sept. 30, 2016, PositiveID had $2.61 million in total assets,
$12.93 million in total liabilities, and a total stockholders'
deficit of $10.32 million.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company reported a
net loss, and used cash for operating activities of approximately
$11,404,000 and $4,507,000 respectively, in 2015. At Dec. 31,
2015, the Company had a working capital deficiency, a stockholders'
deficit and an accumulated deficit of approximately $10,694,000,
$11,842,000 and $144,161,000 respectively. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
PRECISE CORPORATE: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Precise Corporate Staging LLC
as of Jan. 23, according to a court docket.
Precise Corporate Staging LLC, Dedicated Staging, LLC, and DavMar
Investments, LLC filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 16-14281,
16-14283, and 16-14284) on December 20, 2016.
The Debtors filed Motions to Authorize and Direct Joint
Administration, Transfer of Assignment of Cases to One Judge, and
Use of a Consolidated Caption before Judge Paul Sala, which was
granted on December 21, 2016.
Precise Corporate's petition was signed by its managing member,
Marla Stern. The Debtor is represented by John C. Smith, Esq., at
Gerald & Smith Law Offices, PLLC. At the time of filing, the
Debtor had $50,000 to $100,000 in estimated assets and $1 million
to $10 million in estimated liabilities.
No request has been made for the appointment of a trustee or an
examiner and none has been appointed in this case.
PRECISION OPTICS: Hershey Reports 16.5% Equity Stake as of Jan. 20
------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Hershey Management I, LLC, Hershey strategic capital,
LP and Hershey Strategic Capital GP, LLC disclosed that as of Jan.
20, 2017, they beneficially own 1,460,980 shares of Common Stock
(but excludes 62,500 shares of Common Stock issuable upon exercise
of the Warrants which Warrants are not exercisable until Oct. 2,
2017) of Precision Optics Corporation, Inc., representing 16.5% of
the outstanding shares of Common Stock (based upon 7,539,582 shares
of Common Stock outstanding as of Oct. 31, 2016, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended Sept.
30, 2015, plus 1,333,334 shares of Common Stock issued by the
Issuer pursuant to the Purchase Agreement, as reported in the
Issuer's Current Report on Form 8-K filed Nov. 29, 2016). A
full-text copy of the regulatory filing is available for free at
https://is.gd/wbi57r
About Precision Optics
Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982. The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems. The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.
Precision Optics reported a net loss of $1.03 million on $3.91
million of revenues for the year ended June 30, 2016, compared to a
net loss of $1.17 million on $3.91 million of revenues for the year
ended June 30, 2015.
As of Sept. 30, 2016, Precision Optics had $1.94 million in total
assets, $1.58 million in total liabilities and $354,665 in total
stockholders' equity.
Stowe & Degon LLC, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has suffered
recurring net losses and negative cash flows from operations, which
raises substantial doubt about its ability to continue as a going
concern.
PROMMIS HOLDINGS: 3rd Cir. Affirms Dismissal of Tidwell's Suit
--------------------------------------------------------------
The United States Court of Appeals for the Third Circuit affirmed a
district court's dismissal of Edward C. Tidwell's appeal from an
order dismissing, for lack of prosecution, a bankruptcy adversary
proceeding he filed in the Chapter 11 case of Prommis Holdings,
LLC, and its debtor affiliates.
Tidwell, a resident of Antioch, California, attempted to intervene
in a Chapter 11 proceeding in the District Court of Delaware, and
filed an adversary case relating to that proceeding. His complaint
in the adversary case was based on the 2011 foreclosure of his
Antioch home, and he sought damages, restitution, and injunctive
relief, including orders that would convey him good title of his
Antioch home, declare the defendants had engaged in fraud and
misrepresentation, and require the defendants to make efforts to
restore Tidwell's credit to "its previous standing."
In July 2015, the Bankruptcy Court granted the motion to dismiss
filed by the named defendants, JPMorgan Chase Bank and Chase Home
Finance, LLC, determining that it lacked authority to hear
Tidwell's case because it did not have jurisdiction arising under,
arising in, or relating to Title 11. Tidwell timely appealed to
the District Court.
In late October 2015, the appellees filed a motion asking the
District Court to direct Tidwell to pay the filing fees and to
serve his statement of issues on appeal under Fed. R. Bankr. P.
8009(a), or, alternatively, to dismiss the appeal for lack of
prosecution. They noted that Tidwell had not paid the filing fee
or requested a fee waiver under 28 U.S.C. section 1915, and had not
timely filed and served his designation of the record and statement
of the issues on appeal. On December 14, 2015, the District Court
dismissed the appeal for lack of prosecution. Tidwell timely
appealed.
The Third Circuit perceived no abuse of discretion in the District
Court's dismissal. The appellate court found that the District
Court correctly noted that, as a pro se litigant, Tidwell was
personally responsible for his actions. The appellate court also
stated that the District Court correctly concluded that the
appellees had been prejudiced because Tidwell had not advanced the
appeal for four months, and had been unable to address the merits
of the case due to his failure to identify issues or the record.
Further, the Third Circuit held that the District Court reasonably
found that Tidwell had a history of dilatoriness. Lastly, the
appellate court found that the District Court justifiably
determined that the merits of the case weighed against Tidwell, as
the Bankruptcy Court had determined that it had lacked jurisdiction
to hear his claims.
The appeals case is EDWARD C. TIDWELL, Appellant, v. JPMORGAN CHASE
BANK, N.A.; CHASE HOME FINANCE LLC; U.S. BANK NATIONAL ASSOCIATION;
HOMESALES, INC.; PROMMIS HOLDINGS, LLC; CAL-WESTERN RECONVEYANCE
CORPORATION; EC CLOSING CORP.; CAL-WESTERN RECONVEYANCE LLC;
CAL-WESTERN RECONVEYANCE CORP., D/B/A CAL-WESTERN FORECLOSURE
SERVICES; FIRST AMERICAN TITLE INSURANCE COMPANY; DOES 1 THROUGH
10, INCLUSIVE, No. 15-4097 (3rd Cir.).
A full-text copy of the Third Circuit's December 20, 2016 opinion
is available at https://is.gd/Psmbqn from Leagle.com.
About Prommis Holdings
Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.
Three subsidiaries -- EC Closing Corp., EC Closing Corp. of
Washington, and EC Posting Closing Corp. -- sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on
June 25, 2013.
Prommis Holdings estimated assets between $10 million and $50
million and debts between $50 million and $100 million. Prommis
Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets
and $260,232,313 in liabilities as of the Chapter 11 filing.
Judge Brendan Linehan Shannon presides over the case. Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as
the Debtors' counsel, while David S. Meyer, Esq., at Kirkland &
Ellis LLP serves as co-counsel. The Debtors' restructuring
advisor is Huron Consulting Services, LLC. Donlin Recano &
Company, Inc., is the Debtors' claims agent.
According to the Disclosure Statement and Plan of Liquidation
dated Nov. 12, 2013, the Plan contemplates the liquidation of the
Debtors' remaining assets and distribution to creditors. The Plan
designates for the Company 9 classes of claims and interests.
The Official Committee of Unsecured Creditors tapped Saul Ewing
LLP and Hahn & Hessen LLP as its co-counsels, and FTI Consulting,
Inc., as its financial advisor.
QGOG ATLANTIC: Moody's Affirms Caa1 Rating on Sr. Global Notes
--------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 rating of the
senior secured global notes due July 2018 issued by QGOG Atlantic /
Alaskan Rigs Ltd.; outlook changed to stable from negative.
RATINGS RATIONALE
Moody's rating action reflects primarily the end of the
renegotiation process between QGOG Atlantic/Alaskan Rigs Ltd.
("QGOG A/A") and Petroleo Brasileiro S/A ("Petrobras", B2 stable
outlook). Petrobras is the sole contractual off-taker and revenue
source to service the outstanding debt issued by QGOG A/A in 2011.
The Notes' rating also takes into account, on a relative basis, the
vessels' operating performance since issuance of the Notes, as
measured by average economic uptime, the age and value of the
vessels, chartered day-rates as compared to current market
dayrates, maturity of the outstanding debt, re-contracting risk,
and liquidity arrangements as measured by the level of retention
and reserve accounts. The rating also reflects the weak economic
fundamentals of the oil exploration market, which have reduced the
demand for drilling vessels on a worldwide basis, therefore
impacting the ability to re-contract these assets in the unlikely
case that charter and services agreements are terminated prior to
the Notes' maturity.
The stable outlook reflects Moody's expectation that QGOG A/A will
maintain financial margins at current and historical levels due to
the end of renegotiations of its charter and service agreements
with Petrobras with no changes, sustained by expected satisfactory
operational performance until maturity of the Notes.
Factors that Could Lead to an Upgrade/Downgrade
Upward pressure could develop in case of a strengthening of the
offtaker credit standing.
Moody's would consider downgrading the rating if there were a
deterioration of any of the following: (i) the vessels' performance
relative to the required standards in the charter and services
agreements, including uptime performance; (ii) Petrobras' ratings
and (iii) if charter and services agreements are renegotiated with
unfavorable terms to QGOG A/A or terminated by Petrobras. Moody's
would also consider a downgrade if it perceives a deterioration in
the credit quality of the operator, QGOG, or of its parent, QGOG
Constellation S.A.
QGOG Atlantic / Alaskan Rigs Ltd., ("QGOG A/A" or the "Issuer") is
a special purpose vehicle organized under the laws of the British
Virgin Islands. The Issuer is jointly and equally owned by Alaskan
Star Ltd (BVI) and Star International Drilling Ltd (Cayman
Islands), both of which are wholly owned by Hopelake Services Ltd.
(BVI). These entities are wholly owned and controlled by QGOG
Constellation, a market leading provider of offshore and onshore
oil and gas contract drilling and FPSO services in Brazil through
its subsidiary Queiroz Galvão Óleo e Gás S.A. ("QGOG S.A."; not
rated).
Alaskan Star and Atlantic Star (the "vessels") are mid-water
drilling moored rigs with a drilling depth capacity of 7,600 and
6,500 meters in waters with depths of up to 510 and 600 meters,
respectively. The drilling rigs are both currently operating in
Brazil under charter with Petroleo Brasileiro S.A. ("Petrobras", B2
stable), with the charter agreement for the Alaskan Star having
ended November 2016, while the charter agreement for the Atlantic
Star will end in July 2018. The US$700 million senior secured
global notes (the "Notes") were issued by QGOG A/A in July 2011,
maturing in July 2018. As of January 2017, the outstanding amount
of debt is US$144.5 million.
The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.
RAILYARD COMPANY: Trustee's Bid to Reject RBC Lease Granted
-----------------------------------------------------------
Judge David T. Thuma of the United States Bankruptcy Court for the
District of New Mexico granted the motion filed by the Chapter 11
Trustee of Railyard Company, LLC ("Railyard") to reject Railyard's
lease with debtor Railyard Brewing Company, LLC ("RBC"), as tenant,
and the Chapter 11 Trustee's emergency motion for relief from stay
imposed in RBC's Chapter 11 cases.
The members formed Railyard to construct and operate a large,
multi-unit building at an abandoned rail station near downtown
Santa Fe, New Mexico ("Market Station"). RBC was formed to own and
operate a family-oriented entertainment business on the second
floor of Market Station, featuring a restaurant, bar, and eight
bowling lanes. The space to be used for the bar/restaurant is the
subject of the lease.
The lease was drafted by Rick Jaramillo in his capacity as a
managing member of both Railyard and RBC. Originally, RBC leased
the 17,000 square foot upstairs suite that houses the
bar/restaurant (Suite 210), and a 4,100 square foot first floor
suite (Suite 107). Suite 210 is right above a portion of REI's
retail store and adjacent to the city's second floor condominium
unit. Railyard and RBC amended the lease three times.
Railyard filed a chapter 11 case on September 4, 2015. About seven
months later, the Court determined that cause existed to appoint a
chapter 11 trustee. Craig Dill was appointed as the trustee in
July 2016. The trustee filed a motion to reject the lease on
August 18, 2016.
On November 16, 2016, about 15 minutes after the start of the lease
rejection trial, RBC filed its chapter 11 case. The trustee
immediately filed an emergency motion for stay relief.
The trustee's decision to reject the RBC Lease was prompted by four
main concerns:
-- First, the trustee believed that, because of its unusual,
tenant-friendly terms, the lease would burden the estate
for years before it generated rent. The trustee
estimated that if RBC invoked every potential offset
provision, it could avoid paying rent for up to 20 years.
-- Second, the trustee does not want to do business with RBC
and its members.
-- Third, the presence of a bowling on the second floor
concerns REI and the City of Santa Fe.
-- Finally, the Lease includes first floor restaurant and
retail spaces that RBC is not using and has not prepared
for operation.
Having heard extensive testimony about the lease terms, the local
market, the history of the lease, and other relevant information,
Judge Thuma concluded that binding law requires the Court to
approve the trustee's proposed rejection, and to modify the
automatic stay accordingly. Nevertheless, Judge Thuma believes it
may be in the best interests of the lessor estate to enter into a
new lease with the lessee estate, and ordered the parties to
mediate the issue.
A full-text copy of Judge Thuma's December 2, 2016 opinion is
available at https://is.gd/QyObaM from Leagle.com.
Recreational Equipment, Inc. is represented by:
Charles R. Hughson, Esq.
RODEY, DICKASON, SLOAN, AKIN & ROBB, P.A.
201 3rd Street NW, Suite 2200
Albuquerque, NM 87102
Tel: (505)765-5900
Fax: (505)768-7395
Email: chughson@rodey.com
Craig H. Dill is represented by:
Leslie D. Maxwell, Esq.
Samuel I. Roybal, Esq.
Thomas D. Walker, Esq.
WALKER & ASSOCIATES, P.C.
500 Marquette NW Suite 650
Albuquerque, NM 87102
Tel: (505)766-9272
Email: lmaxwell@walkerlawpc.com
twalker@walkerlawpc.com
United States Trustee, U.S. Trustee, is represented by:
Ronald Andazola, Esq.
Alice Nystel Page, Esq.
OFFICE OF THE U.S. TRUSTEE
421 Gold Avenue SW, Room 112
Albuquerque, NM 87102
Tel: (505)248-6544
Fax: (505)248-6558
About Railyard Company
Railyard Company, LLC, owns and developed two-story Market Station
that houses the REI sporting goods store and other tenants. It
filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on
Sept. 4, 2015. The petition was signed by Richard Jaramillo as
managing member. The Debtor is represented by William F. Davis,
Esq., at William F. Davis & Associates, P.C., as counsel.
The Debtor's Chapter 11 petition says the Company has about $11.2
million in debts and $13.8 million in assets.
Railyard Brewing Company, LLC, filed a Chapter 11 petition (Bankr.
D.N.M. Case No. 16-12829) on November 16, 2016, and is represented
by Michael K. Daniels, Esq.
RESOLUTE ENERGY: Unit Inks Deal to Sell New Mexico Assets for $15M
------------------------------------------------------------------
Resolute Natural Resources Southwest, LLC, a wholly-owned
subsidiary of Resolute Energy Corporation, entered into a purchase
and sale agreement with an undisclosed buyer to sell its New Mexico
oil and gas properties in Lea County, New Mexico, for a purchase
price of $15 million, subject to customary purchase price
adjustments, including for title and environmental defects, as
disclosed in a Form 8-K report filed with the Securities and
Exchange Commission.
Under the terms of the PSA, the buyer has deposited an amount equal
to 10% of the purchase price, or $1.5 million, with Resolute
Southwest. The New Mexico Sale will be effective as of Oct. 1,
2016. The Company expects the New Mexico Sale to close on or about
Feb. 22, 2017, subject to customary conditions to closing. The
proceeds of the sale will be used to reduce amounts outstanding
under the Company's revolving credit facility or for other
corporate purposes.
About Resolute Energy Corporation
Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an
independent oil and gas company focused on the acquisition,
exploration, exploitation and development of oil and gas
properties, with a particular emphasis on liquids focused,
long-lived onshore U.S. opportunities. Resolute's properties are
located in the Paradox Basin in Utah and the Permian Basin in Texas
and New Mexico.
Resolute reported a net loss of $742 million in 2015, a net loss of
$21.9 million in 2014, and a net loss of $114 million in 2013.
As of Sept. 30, 2016, Resolute Energy had $294.9 million in total
assets, $634.0 million in total liabilities, and a total
stockholders' deficit of $339.1 million.
* * *
As reported by the TCR on Sept. 26, 2016, Moody's Investors
Service, upgraded Resolute Energy's Corporate Family Rating (CFR)
to 'Caa2' from 'Caa3', the Probability of Default Rating to Caa2-PD
from Caa3-PD and its senior unsecured notes rating to 'Caa3' from
'Ca'. The Speculative Grade Liquidity rating was affirmed at
SGL-3. The rating outlook was changed to positive from stable.
"The upgrade to Caa2 reflects Resolute's improved production and
drilling economics, which provide good visibility to continued
growth in a mid $40s oil price environment without increasing debt.
While leverage remains high, we expect moderation in the company's
reserve- and production-based debt metrics from significant
production growth at very competitive drillbit costs," noted John
Thieroff, Moody's VP-senior analyst.
RL ENTERPRISES: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: RL Enterprises
PO Box 11903
Costa Mesa, CA 92627
Case No.: 17-10271
Chapter 11 Petition Date: January 23, 2017
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Mike K. Nakagawa
Debtor's Counsel: Seth D Ballstaedt, Esq.
THE BALLSTAEDT LAW FIRM
9555 S. Eastern Ave, Ste #210
Las Vegas, NV 89123
Tel: (702) 715-0000
Fax: (702) 666-8215
E-mail: seth@ballstaedtlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roman Libonao, president.
A copy of the Debtor's list of six unsecured creditors is available
for free at http://bankrupt.com/misc/nvb17-10271.pdf
ROCKFORD PRODUCTS: Asset Auction Scheduled for February 14-16
-------------------------------------------------------------
The largest auction of fastener manufacturing equipment in 30 years
is scheduled for February 14-16 in Rockford, IL. The sale was
announced by PPL Group ("PPL"), which is conducting the auction
jointly with Capital Recovery Group ("CRG") and Rabin Worldwide
("Rabin").
Founded in 1929, Rockford Products became one of the world's
leading manufacturers of fasteners and cold form components,
including large diameter fasteners used on earth moving and
construction equipment. The 500,000 square foot plant at one time
employed 650 people. In 2007, private equity firm BlackEagle
Partners LLC bought the company for $23.2 million in a bankruptcy
auction.
Former CEO Dave Richeson said "a significant part" of Rockford
Products' business was with heavy off-road equipment manufacturers.
Soft sales in that sector led to a loan default that forced the
company to seek a change in ownership or liquidation. After its
restructuring efforts were unsuccessful, it closed down in
September 2016.
The auction will be held over three days: the first two will be
live and online and the third day will be online only.
"This is a unique opportunity to a purchase an unprecedented amount
of hard-to-find heading and threading equipment -- especially large
diameter. There will also be CNC machines, heat-treating
equipment, cold formers, milling and turning machines, raw
materials, and general plant equipment," said David Muslin, PPL's
president and CEO. Bidders can register and find a detailed
catalog of equipment at www.pplauctions.com.
"This is one of the largest auctions of heading manufacturing
equipment in decades," said Mr. Muslin. "We're looking forward to
a successful auction for Rockford Products. Conducting the auction
live and online simultaneously is an incredibly effective way to
match serious buyers with valuable assets."
The facility at 707 Harrison Street in Rockford, will be open 9:00
a.m. – 4:00 p.m. for inspection and viewing on February 9, 10 and
13 with the auction scheduled for February 14 -16 at 10 am.
PPL, CRG, and Rabin have been retained by the Assignee. The
auction is By Order of Howard B. Samuels, not individually, but
Solely as the Assignee for the Benefit of Creditors of Rockford
Products, LLC.
About PPL
PPL Group -- http://www.pplgroupllc.com/-- is a private equity
firm that uses its capital to help businesses in transition. PPL
provides asset management solutions for companies large and small,
and works with small and middle-market businesses during change,
turnaround, restructuring, and bankruptcy situations across a broad
range of industries.
About CRG
CRG -- http://www.crgauction.com-- is an international firm which
creates liquidity through innovative solutions. It specializes in
complex industrial facilities with idle or marginally productive
assets and works with strategic partners to either revitalize the
assets and/or liquidate the surplus.
About Rabin Worldwide
Rabin Worldwide -- http://www.rabin.com/-- provides comprehensive
financial solutions for businesses in transition, from Fortune 500
companies and private industry, to financial institutions,
receivers, trustees and courts. Its ability to evaluate, market,
and sell surplus business assets has inspired the confidence of
clients and customers for over 50 years.
ROLLOFFS HAWAII: Trustee Taps Klevansky Piper as Legal Counsel
--------------------------------------------------------------
The Chapter 11 trustee of Rolloffs Hawaii, LLC seeks approval from
the U.S. Bankruptcy Court for the District of Hawaii to hire legal
counsel.
Dane Field, the court-appointed trustee, proposes to hire Klevansky
Piper, LLP to give legal advice regarding her duties under the
Bankruptcy Code, assist in dealings with the Debtor and creditors,
prepare a bankruptcy plan, and provide other legal services.
The hourly rate charged by the firm ranges from $285 to $460.
Klevansky Piper does not hold or represent any interest adverse to
the Debtor's bankruptcy estate.
The firm can be reached through:
Simon Klevansky, Esq.
Alika Piper, Esq.
Klevansky Piper, LLP
841 Bishop Street, Suite 1707
Honolulu, HI 96813
Tel: (808) 536-0200
Fax: (808) 237-5757
Email: sklevansky@kplawhawaii.com
Email: apiper@kplawhawaii.com
About Rolloffs Hawaii
Rolloffs Hawaii, LLC, owns and operates a refuse collection and
trash disposal business in the State of Hawaii. Rolloffs Hawaii
filed a chapter 11 petition (Bankr D. Hawaii Case No. 16-01294) on
Dec. 9, 2016. In its petition, the Debtor listed $1 million to $10
million in both assets and liabilities.
The Debtor is represented by Jerrold K. Guben, Esq. and Jeffrey S.
Flores, Esq., at O'Connor Playdon & Guben LLP. Lincoln
International LLC serves as its investment banker.
S-3 PUMP: Pacific Western Buying Collateral to Satisfy Claim
------------------------------------------------------------
S-3 Pump Service, Inc., asks the U.S. Bankruptcy Court for the
Western District of Louisiana to authorize the sale of two
trailer-mounted frac pumps and associated equipment to Pacific
Western Equipment Finance for $364,599, plus all accrued
post-petition interest, attorney fees and other costs in full and
final satisfaction of Pacific Western's claim against the Debtor's
estate, subject to better and higher offers.
A hearing on the Motion is set for Feb. 21, 2017 at 10:00 a.m. The
objection deadline is Feb. 14, 2017.
Pacific Western, a division of Pacific Western Bank, holds a first
priority security interest in such equipment.
Prior to the Petition Date, pursuant to a Master Equipment Lease
Agreement, dated as of March 26, 2012 ("Master Lease") and
Equipment Schedule No. 2 thereto, dated as of May 29, 2012
("Schedule 2 Loan Agreement"), First National Capital, LLC ("FNC")
financed the Debtor's purchase of an IDMS Magnum 2500 BHP Trailer
Mounted Frac Unit, Cummins QSK50 Engine, Tier II, 2500 BHP @ 1900
RPM Twin Disc 8500 Transmission Pkg w/TDEC400 Control System, S/N
or VIN 12006 and a 2012 Loadcraft Trailer, S/N or VIN
5ABK44302CB120371 ("Schedule 2 Equipment") to be paid in 48 monthly
installments of $26,524 each. As per paragraph no. 6(a) of
Schedule 2, FNC was granted a first priority security interest in
the Schedule 2 Equipment.
Subsequently, FNC assigned and transferred its interest in and to
the Schedule 2 Loan Agreement, including the security agreement, to
Pacific Western ("Schedule 2 Assignment") and notified the Debtor
of the Schedule 2 Assignment by Notice and Acknowledgement of
Assignment dated June 7, 2012 and directed Debtor, among other
things, to pay Pacific Western all amounts due under the Schedule 2
Loan Agreement as more specifically set forth therein.
Pacific Western holds a valid and first priority security interest
in the IDMS/Schedule 2 Equipment by the Schedule 2 Assignment and
by financing statements recorded with the Caddo Parish Clerk of
Court under Registry Nos. 09-1181362 and 09-1184418 and with the
Department of Motor Vehicles, which is reflected on the Certificate
of Title to the Schedule 2 Equipment.
In its amended schedules in the case, the Debtor recites that
Pacific Western holds a claim secured by the Schedule 2 Equipment
totaling $101,809 as of the Petition Date, together with
post-petition interest, reasonable attorney fees and other costs.
In these amended schedules, the Debtor values the Schedule 2
Equipment at $117,000 as of Nov. 6, 2016.
Pursuant to the Master Lease and Equipment Schedule No. 10 thereto,
dated as of Feb. 14, 2013 ("Schedule 10 Loan Agreement"), FNC also
financed the Debtor's purchase of a 2013 HP Pump Unit 2500, SMP
QW52500LW Super Duty Quintuplex Pump, Trailer: Dragon Products
Center Rail Skeletal Chassis, Caterpillar 3512 SCAC Diesel Engine
No. R1S00808, Caterpillar TH55-E70 Petroleum Transmission No.
PCJ02017, Power End No. 74337, Fluid End No. DPQX4.00-272, and
Horizontal Cooling Package Radiator No. 00053709 ("Collateral") to
be paid in 48 monthly installments of $21,348 each. As per
paragraph no. 6(a) of Schedule 10, FNC was granted a first priority
security interest in the Schedule 10 Equipment.
Subsequently, FNC assigned and transferred its interest in and to
the Schedule 10 Loan Agreement, including the security agreement,
to Pacific Western ("Schedule 10 Assignment") and notified Debtor
of the Schedule 10 Assignment by Notice and Acknowledgement of
Assignment dated Feb. 26, 2013 and directed the Debtor, among other
things, to pay Pacific Western all amounts due under the Schedule
10 Loan Agreement as more specifically set forth therein.
Pacific Western holds a valid and first priority security interest
in the Schedule 10 Equipment by the Schedule 10 Assignment and by
financing statements recorded with the Caddo Parish Clerk of Court
under Registry Nos. 09-1200535 and 09-1203529 and with the
Department of Motor Vehicles, which is reflected on the Certificate
of Title to the Schedule 10 Equipment.
In the amended schedules, the Debtor also recites that Pacific
Western holds a separate claim secured by the Schedule 10 Equipment
totaling $264,716 as of the Petition Date, together with
post-petition interest, reasonable attorney fees and other costs.
In these amended schedules, the Debtor values the Schedule 10
Equipment at $189,250 as of Nov. 6, 2016.
Pacific Western alleges that its total claim which is secured by
the Collateral and is in the amount of $364,599 as of the Petition
Date, with interest, fees, costs and attorneys' fees continuing to
accrue. The Debtor does not dispute that amount.
A copy of the Lease Agreements attached to the Motion is available
for free at:
http://bankrupt.com/misc/S-3_Pump_349_Sales.pdf
The Debtor has concluded that the estate does not have a long-term
need for the Collateral, that the Collateral is not necessary for
an effective reorganization, and that it is in the best interests
of the estate for the Debtor to sell the Collateral pursuant to 11
U.S.C. Section 363(b). The Debtor and Pacific Western have agreed
that the Debtor will sell the Collateral to Pacific Western free
and clear of all liens and encumbrances pursuant to 11 U.S.C.
Section 363(b)(1) in full satisfaction of Pacific Western's claims
against the Debtor and in exchange for a credit pursuant to 11
U.S.C. Section 363(k).
The Debtor has determined that no other person or entity has any
lien or security interest in the Collateral.
The Debtor seeks an Order authorizing it to sell the Collateral to
Pacific Western in exchange for Pacific Western's credit bid in the
amount of $364,599, plus all accrued post-petition interest,
attorney fees and other costs in full and final satisfaction of
Pacific Western's claim against the Debtor's estate. Pacific
Western consents to the sale of the Collateral to it in full
satisfaction of its claim in exchange for Pacific Western's credit
bid in the amount of $364,599 plus all accrued postpetition
interest, attorney fees and other costs. Accordingly, the Debtor
requests that the sale of the Property be made free and clear of
all liens.
Considering the good faith of Pacific Western and the
reasonableness of the credit bid, the Debtor asks that the Court
finds that good cause exists to authorize the consummation of the
sale of the Collateral without subjecting the Order to a stay of
execution, as permitted under Federal Rules of Bankruptcy Procedure
7062 and 6004(h).
About S-3 Pump Service
S-3 Pump Service, Inc., provider of high-pressure pumping service,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No.
16-10383) on March 4, 2016. The petition was signed by Malcolm
H. Sneed, III, the president. Judge Jeffrey P. Norman is assigned
to the case.
The Debtor estimated assets and debt in the range of $10 million
to
$50 million.
Blanchard, Walker, O'Quin & Roberts serves as the Debtor's counsel.
SCOTT A. BERGER: Intends to File Plan of Reorganization by April 3
------------------------------------------------------------------
Scott A. Berger, M.D., P.A. requests the U.S. Bankruptcy Court for
the Southern District of Florida to extend the exclusive period
during which only the Debtor may file a Plan and Disclosure
Statement for 60 days, or through and including April 3, 2017.
Pursuant to the Court's Order extending the Debtor's deadline to
file Plan and Disclosure Statement, the Debtor would have the
exclusive right file its Plan and Disclosure Statement until
January 31, 2017.
The Debtor tells the Court that it has been aggressively pursuing
every issue of its case in an effort to bring about resolution of
the problems faced which brought about its bankruptcy filing. The
Debtor adds that it has been working with creditors to resolve host
of issues so that it may generate and sustain a profitable position
to propose a confirmable plan of reorganization.
The Debtor contends that the deadline for filing proofs of claim
has already passed -- September 27, 2016 for non-governmental
creditors and December 27, 2016 for governmental creditors. As
such, the Debtor intends to pursue claim objections shortly.
The Debtor says Comerica agrees to the requested extension of of
the deadlines.
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.
The Debtor is based at 9970 Central Park Blvd #401, Boca Raton,
Florida.
SECURED ASSETS: Taps Dickson Realty as Real Estate Broker
---------------------------------------------------------
Secured Assets Belvedere Tower, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire a real estate
broker.
The Debtor proposes to hire Dickson Realty, Inc. in connection with
the sale of its condominium units located at 450 North
Arlington, Reno, Nevada. The firm will receive a commission of 3%
of the gross sales price.
Dickson Realty is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Mandie Jensen
Dickson Realty, Inc.
1030 Caughlin Crossing
Reno, NV 89519
Office: 775-746-7000
Cell: 775-287-6496
Fax: 775-746-7010
Email: mjensen@dicksonrealty.com
Email: info@dicksonrealty.com
About Secured Assets Belvedere Tower
Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a
chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept. 19,
2016. The petition was signed by Gregg Smith. The Debtor is
represented by Elizabeth A. High, Esq., and Cecilia Lee, Esq., at
Davis Graham & Stubbs LLP. The case is assigned to Judge Gregg W.
Zive.
The Debtor, a single asset real estate company, disclosed total
assets at $20.4 million and total liabilities at $18.5 million.
On December 19, 2016, the Debtor filed its disclosure statement and
Chapter 11 plan of reorganization. The plan proposes to pay
allowed secured claims and unsecured claims in full.
SEPCO CORP: Seeks May 10 Extension of Plan Filing Deadline
----------------------------------------------------------
Sepco Corporation asks the U.S. Bankruptcy Court for the Northern
District of Ohio to extend the exclusive periods to file a plan of
reorganization and to obtain acceptances of its plan through and
including May 10, 2017, and July 10, 2017, respectively.
The Debtor requests for further extension of its Exclusivity
Periods so that the Debtor and the Official Committee of Asbestos
Claimants have more time to negotiate the terms for, and to
formulate and solicit acceptance of, a chapter 11 plan and
ancillary papers.
The Debtor relates that as of the Petition Date, the Debtor had
approximately 4,800 open and pending Asbestos PI Claims. In
addition, more than 32,000 Asbestos PI Claims are technically
pending against the Debtor but are deemed inactive either as a
matter of state law -- for lack of a manifested injury, or
otherwise -- or because they have been dormant. The Debtor further
relates that the U.S. Trustee appointed the Committee to represent
the interests of asbestos claimants in this case.
The Debtor contends that it has been working collaboratively with
the Committee in its case, and intends to work with the Committee
in an effort to formulate a consensual chapter 11 plan, to the
extent possible. The Debtor further contends that during the last
few weeks, the Debtor has been responding to additional questions
from the Committee with respect to its informal discovery requests
and has been providing (and is continuing to provide) additional
material to assist the Committee in its analysis. The Debtor adds
that it will be meeting the Committee in-person during
mid-February, 2017.
The Debtor avers that once the Committee's counsel finishes
reviewing the additional information and materials the Debtor has
provided and consults with the Committee at that meeting,
negotiations can begin in earnest regarding the outline and details
of a consensual chapter 11 plan and ancillary papers with respect
to the treatment of Asbestos PI Claims.
Additionally, the Debtor still must determine, in consultation with
the Committee, the most beneficial course of action relative to the
estate's insurance rights. Two of Debtor's insurance carriers filed
a Motion to Compel Arbitration and the Debtor anticipates that
negotiations will take place with those insurers in an effort to
resolve differences. To accommodate those negotiations, the parties
(including the insurers) agreed to extend the period to finish
briefing the issues the Motion to Compel presents, and to postpone
a pretrial conference on that Motion to Compel until April 18,
2017.
About Sepco Corporation
Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016.
The petition was signed by Richard J. Szekelyi as chief
restructuring officer. At the time of filing, the Debtor had
estimated assets and liabilities ranging from $10 million to $50
million each.
Buckley King, LPA represents the Debtor as counsel. The Debtor
employed Kurtzman Carson Consultants LLC as its notice, balloting,
and claims agent.
The case has been assigned to Judge Alan M. Koschik.
Daniel M. McDermott, the United States Trustee for Region 9,
appointed seven creditors to serve on the committee of asbestos
claimants, namely: (1) Thomas P. Glembocki; (2) Raymond Grzywinski;
(3) Morris Jacks; (4) John Lavender; (5) Joachim Hans Lohman; (6)
Harry David Tift; and (7) Patrick M. Walsh.
The Official Committee of Asbestos Claimants in the bankruptcy case
of Sepco Corporation retained Caplin & Drysdale, Chartered, as its
counsel and Brouse McDowell, A Legal Professional Association, as
its Ohio co-counsel, and Gilbert LLP as its special counsel.
SOLERA LLC: Moody's Alters Outlook to Neg on Incremental Debt
-------------------------------------------------------------
Moody's Investors Service changed the outlook for Solera, LLC
(Borrower) to negative, from stable, upon the company's
announcement that it would raise $300 million of incremental term
loan debt to undertake an acquisition. (It is expected that $40
million of supplemental revolver borrowings will be repaid from
cash equity proceeds within a few weeks.) Moody's affirmed Solera's
B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default
Rating, and affirmed the Ba3 (LGD2) and Caa1 (LGD5) ratings on
Solera's first-lien senior secured credit facilities and senior
unsecured notes, respectively.
Affirmations:
Issuer: Solera, LLC
Probability of Default Rating, Affirmed B2-PD
Corporate Family Rating, Affirmed B2
Senior secured bank credit facilities maturing 2021 and 2023,
Affirmed Ba3; LGD2
Senior unsecured regular bond/debenture maturing 2024, Affirmed
Caa1; LGD5
Outlook Actions:
Outlook, Changed to Negative, from Stable
RATINGS RATIONALE
The change to Solera's outlook to negative reflects the company's
willingness to pursue acquisitions that, however strategic, prevent
it from continuing the trend of moderate deleveraging it has
achieved since the LBO by a Vista-led investment consortium in
early 2016, when leverage rose to well over 8.0 times
(Moody's-adjusted). The mostly debt-funded acquisition of Autodata,
a U.K.-based provider of automotive diagnostic and repair
information with market strength in Europe and Australia and New
Zealand, resets Solera's leverage to early 2016 levels, and
interrupts Moody's expectations for a more prolonged period of
deleveraging. Moody's ratings also reflect the expectation that a
temporary, incremental $40 million revolver draw will be repaid, in
a matter of weeks, by an equivalent cash equity infusion from the
Vista consortium.
Nevertheless, the affirmation of the B2 CFR reflects Moody's
expectation for continued, steady organic revenue growth at the
mid-single-digit level with roll-out of added services to existing
customers and growing claims volumes in developing markets;
consistent, high EBITDA margins approaching 40%; interest coverage
moving towards 2.0 times; and free-cash-flow-to-debt in the
low-single-digit percentages.
While Solera is paying a very high multiple for Autodata, the
target is growing rapidly, its profitability is accretive to
Solera's already strong, approximately 40% EBITDA margins, and it
allows for product and geographic complementarity to Solera's
service, maintenance, and repair ("SMR") segment. Nevertheless, the
purchase will crimp cash flows that have already been diminished as
a result of the surge in leverage after last year's acquisition by
Vista, and it reflects financial policies that, given the leverage
burden, Moody's had expected would be more restrained.
Solera's scale and competitive strengths support the ratings.
Compared with its domestic, lower-rated competitors in the narrower
auto physical damages ("APD") claims-servicing segment, Solera has
a truly global reach, more diversified offerings, and stronger
adjusted EBITDA margins. The Autodata acquisition augments those
strengths, if modestly. Solera's proprietary databases, solid
growth opportunities in developing markets, and
high-recurring-revenue and high-customer-retention models (both in
the upper-90%s) also support the ratings. Importantly, the company
has demonstrated a distinct ability to successfully integrate
acquisitions -- acquisitions that have been consistent with its
strategy of moving beyond its core expertise in APD claims
processing while staying within an overarching data, software, and
connectivity business model. Still, a stricter focus on execution
and the integration of existing acquisitions would, Moody's
believes, enable the company to bring down leverage to a level more
appropriate for the B2 CFR.
The negative outlook reflects persistently high leverage that
limits the company's flexibility to deal with slower than expected
revenue growth, integration difficulties with Autodata, or other
operational difficulties. Moody's views Solera's liquidity as
adequate, and expects the company to generate free cash flow of
about $50 million this year, a bit higher next year. Drawings under
Solera's $300 million revolving credit facility are substantial.
A demonstrated commitment by Solera to delever steadily, with
debt-to-EBITDA falling below 6.0 times on a sustained basis, would
be an important consideration for an upgrade. Ratings could be
downgraded if the company undertakes any additional leveraging
acquisition, if Moody's expects debt-to-EBITDA will not moderate
from current levels, or if annual free cash flow falls below
Moody's expectations.
Solera is a leading provider of risk and asset management software
and services to the automotive and property marketplace, including
the global property and casualty industry. Customers for automobile
insurance-claims-processing solutions include automobile insurance
companies, collision repair facilities, appraisers, and dealers.
Moody's expects revenues, with the benefit of recent acquisitions,
including Autodata, of approximately $1.4 billion for the 2017
fiscal year (ending in March 2017). As the result of an LBO by a
Vista Equity-led consortium, the company was privatized in early
2016.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
STONE ENERGY: Auction of Appalachia Assets Set for February 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Stone Energy Corporation and its debtor-affiliates to
assume the purchase agreement and sale agreement, dated Oct. 20,
2016, between the Debtors and TH Exploration III LLC, pursuant to
which the Debtors will sell substantially all of their oil and gas
leasehold interests in the Appalachia basin and certain other
assets, including without limitation, the oil, gas and mineral
leases of the Debtors located in Marshall, Wetzel, Tyler, Marion,
Monongalia, Gilmer and Ritchie counties, West Virginia and Clarion,
Susquehanna and Wayne Counties ("Appalachia Assets").
The Court also approved the bidding procedure for the sale of the
Appalachia Assets.
Pursuant to the bidding procedures, in the event that the Debtors
timely receive a qualified bid for the Appalachia Assets from
American Petroleum Partners or any affiliate ("APP"). An auction
will be held at the offices of Latham & Watkins LLP, 811 Main
Street, Suite 3700, Houston, Texas, on Feb. 8, 2017, at 10:00 a.m.
(prevailing Central Time). Only TH Exploration and APP will be
entitled to make any bids.
If APP desires to make a bid, it will deliver a written or
electronic copy of its bid to the parties identified in the bidding
procedures on or before Feb. 3, 2017, at 5:00 p.m. (prevailing
Central Time).
A hearing to approve the sale to the prevailing purchaser, free and
clear of all liens, claims, interests, charges and encumbrances
will take place on Feb. 10, 2017, at 9:00 p.m. (prevailing Central
Time), before the Hon. Marvin Isgur at 515 Rusk Street, Courtroom
404, Houston, Texas. Objections, if any, must be filed no later
than 5:00 p.m. (prevailing Central Time) on Jan. 30, 2017.
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 had 247 employees as
of the bankruptcy filing.
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; Vinson & Elkins LLP as special
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.
TARTAN CONTROLS: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Debtor: Tartan Controls Corp.
c/o 10088-102 Avenue NW, Suite 1501
Edmonton, AB T5J 3N5
Canada
Chapter 15 Case No.: 17-20037
Chapter 15 Petition Date: January 23, 2017
Court: United States Bankruptcy Court
District of Wyoming (Cheyenne)
Authorized Representative: PricewaterhouseCoopers Inc., as
receiver
Judge: Hon. Cathleen D. Parker
Chapter 15 Petitioner's Counsel: Chad S. Caby, Esq.
LEWIS ROCA ROTHGERBER CHRISTIE
LLP
1200 17th Street, Suite 3000
Denver, CO 80202-5855
Tel: 303-628-9583
Fax: 303-623-9222
E-mail: ccaby@lrrc.com
- and -
Brent R. Cohen, Esq.
LEWIS ROCA ROTHGERBER CHRISTIE
LLP
1200 17th Street, Suite 3000
Denver, CO
Tel: 303-628-9521
Fax: 303-623-9222
E-mail: bcohen@lrrc.com
Estimated Assets: Not Indicated
Estimated Debts: Not Indicated
THIRD COAST INDUSTRIAL: Taps Nelson M. Jones as Legal Counsel
-------------------------------------------------------------
Third Coast Industrial Coatings, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire legal
counsel in connection with its Chapter 11 case.
The Debtor proposes to hire the Law Office of Nelson M. Jones III
to assist in resolving disputed claims, prepare a bankruptcy plan,
and provide other legal services.
The hourly rates charged by the firm are:
Nelson Jones, III $375
Associate Attorney $250
Paralegals $125 - $150
The firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
Jones can be reached through:
Nelson M. Jones, III, Esq.
Law Office of Nelson M. Jones III
440 Louisiana, Suite 1575
Houston, TX 77002
Tel: 713-236-8736
Fax: 713-236-8990
Email: njoneslawfirm@aol.com
About Third Coast Industrial Coatings
Third Coast Industrial Coatings, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S. D. Texas Case No.
17-30118) on January 3, 2017. The petition was signed by Felipe
Antonio Ibarra, president.
The case is assigned to Judge David R. Jones.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
TLC HEALTH: Can Get DIP Financing From Brooks Memorial Hospital
---------------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York authorized TLC Health Network to obtain
postpetition superpriority indebtedness from Brooks Memorial
Hospital.
The Debtor is also authorized to use cash collateral in which
Brooks Memorial Hospital, Community Bank, N.A., UPMC, and the
Dormitory Authority of the State of New York, have an interest.
Timothy J. Cooper, Chairman of the Board of the Debtor, explained
that the Debtor has an immediate need for financing to enable it to
continue to wind down its operations and market and sell certain
real and personal property and avoid immediate and irreparable harm
to the Debtor's estate.
The Debtor was authorized to use cash collateral and incur
indebtedness through Jan. 30, 2017, unless prior to that date, it
files a Plan and Disclosure Statement, in which case, it will be
authorized to use cash collateral and incur indebtedness through
Feb. 27, 2017.
The availability of the DIP Facility will immediately and
automatically terminate, and the Indebtedness will be immediately
due and payable upon the earliest to occur of:
(1) Feb. 27, 2017;
(2) sale of all or substantially all of the Collateral;
(3) the failure to comply with the terms of the Court's 17th
Amended Final Order; or
(4) a postpetition default under the terms of the Loan
Documents.
The Debtor and the Official Committee of Unsecured Creditors agreed
to:
(a) keep Brooks Memorial Hospital apprised of and included in
the negotiations surrounding and leading up to a refinancing or
Sale Transaction;
(b) agree, subject to the consent of the prospective bidders
or investors, to allow representatives or Brooks Memorial Hospital
to participate in calls or meetings, as applicable, with
prospective bidders or investors, at the request of Brooks; and
(c) will share letters of intent, offers, draft agreements
with Brooks Memorial Hospital throughout the refinancing or Sale
Transaction process.
A further hearing on the Debtor's Motion is scheduled on Jan. 30,
2017 at 1:00 p.m., unless prior to that date, the Debtor files a
Plan and Disclosure Statement, in which case, the further hearing
will be held on Feb. 27, 2017 at 1:00 p.m.
A full-text copy of the Order, dated Jan. 17, 2017, is available at
http://bankrupt.com/misc/TLCHealthNetwork2013_11313294clb_1276.pdf
About TLC Health Network
TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013. The petition was signed by
Timothy Cooper as Chairman of the Board. The case is assigned to
the Hon. Carl L. Bucki.
The Debtor estimated assets of at least $10 million and debt of at
least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves
as the Debtor's counsel. Damon & Morey LLP is the Debtor's special
health care law and corporate counsel. The Bonadio Group is the
Debtor's accountants. Howard P. Schultz & Associates, LLC is the
Debtor's appraiser.
A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee. Bond,
Schoeneck & King, PLLC is the counsel to the Committee. The
Committee has tapped NextPoint LLC as financial advisor.
TRANSGENOMIC INC: Dissident Investor Defers Note Maturity Date
--------------------------------------------------------------
As previously disclosed on Jan. 6, 2017, Transgenomic, Inc.,
entered into a series of Unsecured Convertible Promissory Notes
with seven accredited investors in the principal amount of
$925,000. Pursuant to the terms of the Notes, interest accrues at
a rate of 6% per year and is due and payable by the Company on Dec.
31, 2016. The Company also issued, to its placement agent for the
Notes, a convertible promissory note, upon the same terms and
conditions as the Notes, in an aggregate principal amount equal to
5% of the proceeds received by the Company, or $46,250.
The Notes are convertible into shares of the Company's common stock
at the option of the Investors and as of Dec. 31, 2016, $400,000 of
the aggregate principal amount of the Notes, and accrued interest
thereon, has been converted into an aggregate of 281,023 shares of
the Company's common stock. On the Maturity Date, the then
outstanding aggregate amount owed on the Notes and Agent Note of
$638,016 ($571,250 in principal amount and $66,766 of accrued
interest) became due. Pursuant to the terms of the Notes, the
Company's failure to pay any principal or interest within 10 days
of the date such payment is due will constitute an event of
default.
On Jan. 10, 2017, the Investors executed a waiver of the
Prospective Event of Default, pursuant to which, the Investors
agreed to waive the Prospective Event of Default on the condition
that the Company and the Investors enter into definitive
documentation evidencing the terms for an extended Maturity Date of
the Notes and the Agent Note on or before Jan. 16, 2017.
On Jan. 13, 2017, all but one Investor exercised their conversion
rights relating to their respective Notes, including the Agent
Note, and agreed to convert an aggregate amount of $499,359 of
principal and interest due under the Notes and Agent Note into
416,133 shares of the Company's common stock. The Waiver Deadline
has been extended with respect to the remaining Investor who has
not exercised conversion rights so that the parties can continue to
discuss a resolution of the Prospective Event of Default relating
to such Non-Converting Investor's Note with an outstanding amount
due of $139,876 as of Jan. 13, 2017 ($125,000 in principal amount
and $14,876 of accrued interest).
On Jan. 17, 2017, the Non-Converting Investor agreed to extend the
Maturity Date of its Note pursuant to an amendment to the Note. The
Amendment provides that two-thirds of the outstanding principal
amount of the Note must be paid upon the earlier to occur of the
close of the Company's merger with Precipio Diagnostics, LLC or
June 16, 2017. The remaining one-third of the principal amount
outstanding on the Note must be paid on the six month anniversary
of the Deferred Maturity Date.
On the applicable Deferred Maturity Date, all accrued and unpaid
interest on the Note as of the Deferred Maturity Date will be
converted into shares of the Company's common stock at a conversion
price based on the average closing price of Company common stock on
The NASDAQ Stock Market LLC for the 20 consecutive trading days
immediately preceding the date of conversion, but in no event will
the conversion price be less than $0.25 per share. Interest that
accrues on the remaining principal amount of the Note from the
Deferred Maturity Date will be payable on the Extended Maturity
Date, unless the Note is converted in which case such interest will
be payable in shares of the Company's common stock as part of the
conversion.
In exchange for extending the Maturity Date of the Note, the
Company will issue to the Non-Converting Investor on the applicable
Deferred Maturity Date a warrant to purchase shares of the
Company's common stock having an aggregate value of $6,250 with an
exercise price to be determined as of the date of issuance of the
warrant based on the average closing price of Company common stock
on NASDAQ for the 20 consecutive trading days immediately preceding
the date of issuance of the warrant, subject to the approval of
NASDAQ if necessary. The warrant will expire two years from the
date of issuance.
About Transgenomic
Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services. The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise. The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.
Transgenomic reported a net loss available to common stockholders
of $34.3 million on $1.65 million of net sales for the year ended
Dec. 31, 2015, compared to a net loss available to common
stockholders of $15.08 million on $1.24 million of net sales for
the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Transgenomic had $2.07 million in total
assets, $19.90 million in total liabilities and a total
stockholders' deficit of $17.82 million.
TRANSTAR HOLDING: Moody's Rates $69.7MM DIP Term Loan 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the $69.7 million
super priority debtor-in-possession delayed draw term loan and
letter of credit facility ("DIP term loan"), entered into by
Transtar Holding Company ("Transtar") to provide the company with
the necessary liquidity during the Chapter 11 restructuring
process. The DIP term loan is provided by the pre-petition first
lien lenders that are contributing new money.
The rating primarily reflects the collateral coverage available to
the DIP term loan lenders and the structural features of the DIP
facility. The DIP term loan is secured by substantially all
domestic assets of the company with an upstream secured guarantees
from all Transtar's material domestic subsidiaries, and includes a
super priority claim under the Chapter 11 of the US Bankruptcy
Code. The rating also considers the size of the DIP term loan
relative to Transtar's pre-petition debt and the nature of the
bankruptcy and reorganization. The bankruptcy court approved the
execution of the DIP term loan in its final debtor-in-possession
order on December 22, 2016.
The rating on the DIP term loan is being assigned on a
"point-in-time" basis and will not be monitored going forward and
therefore no outlook if assigned to the rating.
Rating assigned:
Issuer: Transtar Holding Company
$69.7 million super priority senior secured delayed draw term
loan, rated B1
RATINGS RATIONALE
The rating reflects the size of the DIP term loan versus an
estimated recovery value under either a reorganization or
liquidation scenario. Other key considerations include: the
structural features of the DIP facility, the nature of the
bankruptcy and reorganization and the DIP size as a percentage of
pre-petition debt.
Transtar's Chapter 11 filing was precipitated by the persistently
negative operating trends, very high debt burden relative to its
profitability and cash flows, intense price competition,
difficulties integrating a recent acquisition, and very weak
liquidity. While Transtar continues to command a significant scale
in the highly fragmented automotive driveline parts and components
industry, the segment remains very competitive and the company will
struggle to win back its customers.
Transtar will conduct business as usual while in bankruptcy with
DIP term loan providing primary source of liquidity. The $69.7
million DIP term loan will mature on March 20, 2017, and will
terminate upon the effective date of a confirmed reorganization
plan or acceleration of obligations following an event of default
pursuant to the credit agreement.
The B1 rating assigned to the term loan predominantly reflects the
collateral coverage, which consists of primarily of first priority
DIP liens on Transtar's inventory ($140.9 million book value at
November 6, 2016), accounts receivable and property, plant and
equipment. The exact coverage on the term loan in the event of
liquidation is uncertain and would depend on market conditions as
well as inventory and accounts receivables levels at the time of
liquidation of the asset base. Moody's estimates that collateral
coverage in the event of liquidation (assumes a discounted value
for the collateral) for the DIP term loan to be at least 1.0x.
While this would be sufficient to cover the outstanding borrowings
under the DIP facility, the coverage is weak. Moody's also notes
that the DIP credit agreement does not require mandatory prepayment
of the DIP facility when the book value of the working capital
collateral is reduced during the restructuring process. The cash
management and DIP cash collateral orders allow the company to
continue to use proceeds from accounts receivable and inventory in
normal course of the business.
The structural features of the DIP term loan provides the lenders
with good protection. All of the principal domestic operating units
of Transtar provide upstream guarantees and most of the collateral
protection is achieved through perfected first liens on Transtar's
assets. The agreement also has certain provisions that enable the
DIP lenders to immediately apply cash collections to outstanding
debt balances if there is a default. The DIP credit agreement also
contains restrictive covenants, including requirement that the
company does not exceed 117.5% of the allowed disbursements
contained in the DIP budget, or the amount of actual receipts must
be no less than 85% of the budget tested weekly.
The ratio of the face value of the DIP term loan to Transtar's
pre-petition debt is low, at 11%. This is a positive factor for the
rating, as we consider the burden of debt service on the company
during reorganization to be low.
The principal methodology used in this rating was
Debtor-In-Possession Lending published in March 2009.
Transtar is a distributor and manufacturer of aftermarket
automotive driveline replacement parts, kits and components sold to
the transmission repair and remanufacturing market. The company
also supplies autobody refinishing products to professional
aftermarket automotive refinishers and autobody repair shops. Net
revenue is estimated above $500 million for 2016.
TRAVEL LEADERS: Upsized 1st Lien Loan No Impact on Moody's Ratings
------------------------------------------------------------------
Moody's Investors Services said that Travel Leaders Group, LLC's B2
Corporate Family Rating (CFR) and its instrument-level ratings are
not affected by the announced $35 million increase of it upsized
first lien term loan to a total of $435 million. While incremental
cash is modestly positive for the company's liquidity, Moody's
expects TLG will continue to prioritize its cash flows and balance
sheet cash for future tuck-in acquisitions and that leverage will
remain elevated.
TLG headquartered in Plymouth, MN, manages corporate, leisure,
franchise, and consortia travel operations under its network of
diversified divisions and brands. Brands include Tzell Travel
Group, Protravel International, Nexion, Vacation.com, Travel
Leaders, Cruise Holidays, Cruise Specialists, and Results! Travel.
TLG is majority owned and controlled by Certares. The company
generated revenues of approximately $234 million as of last twelve
months ended September 30, 2016.
TRINITY TEMPLE: Unsecureds to Get 9-100% Over 12-18 Months
-----------------------------------------------------------
The Trinity Temple Church of God in Christ, Inc., filed with the
U.S. Bankruptcy Court for the District of Connecticut a second
amended disclosure statement dated Jan. 18, 2017, referring to the
Debtor's plan of reorganization.
Class 14 general unsecured claims will be paid between 9% and 100%
of their allowed claims, in equal monthly installments over between
12 and 84 months from the Effective Date, with interest at the
prime rate as of the plan confirmation date, plus 1%. The amount
distributed to General Unsecured Claims depends on whether certain
disputed claims are allowed.
Since the Petition Date, Reverend Brewer has been successful in
increasing donations to the Debtor. As of Nov. 30, 2016, the
Church has received over $68,000 in tithes and offerings since the
Petition Date. In addition, members of the Church have established
a mortgage support fund, The 285 Mortgage Group, LLC, which was
established to ensure that the Church has sufficient financial
wherewithal to service a new mortgage on the main church building
located at 275 Dixwell Avenue, New Haven, Connecticut, or meet
obligations under the Plan.
On the Effective Date of the Plan, the Support Fund has pledged to
donate all monies held by it to the Church and to continue raising
money to support donations thereafter. As of Oct. 31, 2016, the
Support Fund had $11,652.00 in cash-on-hand and had committed
pledges of approximately $6,000 per month. The pledges have been
made by long-time members of the Church who are willing to continue
to support the Church for the duration of the Plan (10 years).
However, the pledges are in the nature of donations and may not
constitute legally binding contracts. Further, if members of the
Support Fund suffer financial reversals, they may not be able to
meet their commitments.
The Disclosure Statement is available at:
http://bankrupt.com/misc/ctb16-30714-139.pdf
As reported by the Troubled Company Reporter on Jan. 5, 2017, the
Debtor filed with the Court a disclosure statement dated Jan. 2,
2017, for the Debtor's plan of reorganization. Class 14 General
Unsecured Creditors Claims, under that plan, would be paid, in
full, in equal monthly installments over 36 months from the
Effective Date, with interest at the prime rate as of the
Confirmation Date, plus 1%.
About Trinity Temple Church of God in Christ
The Trinity Temple Church of God in Christ, Inc., is a historically
African American church located in New Haven, Connecticut. The
Debtor has been in existence for more than 75 years and is an
important local religious institution, providing a house of worship
to over 250 members. The Church is a member of Church of God in
Christ, a Pentecostal Christian denomination with more than six
million members. The principal pastor at the church is Reverend
Charles H. Brewer, III. Reverend Brewer is also aided by his
father, Bishop Charles H. Brewer, Jr. Bishop Brewer's father was
the founding pastor of the church. In addition to its core
religious functions, the Church provides charitable services like a
food pantry, assistance with rent and grocery stabilization, and
aid with medical costs of indigent community members.
The Debtor filed a Chapter 11 petition (Bankr. D. Conn. Case No.
16-30714) on May 5, 2016. The petition was signed by Charles H.
Brewer, III, president.
The Debtor is represented by Jeffrey M. Sklarz, Esq., at Green &
Sklarz LLC. The case is assigned to Judge Julie A. Manning.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
TRONOX LTD: S&P Lowers CCR to 'B' on Weak Performance
-----------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Tronox
Ltd. to 'B' from 'B+'. The outlook is negative.
Tronox's 2016 operating performance was weaker than previously
expected, despite the 2016 price increases in the titanium dioxide
(TiO2) market. S&P's believes that forward-looking
weighted-average credit measures will be higher than its previous
assumptions and on the weaker end of the highly leveraged financial
risk profile.
S&P also lowered its issue-level rating on Tronox's senior secured
debt one notch to 'BB-' from 'BB'. The recovery rating on the
company's senior secured debt remains '1', reflecting S&P's
expectation of very high recovery (90%-100%) if a default occurs.
At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'B-' from 'B'. The recovery
rating remains '5'; however S&P revised its recovery expectation to
the lower end of the 10%-30% range from the higher end. The '5'
recovery rating reflects S&P's expectation that lenders would
receive modest recovery of principal in the event of a payment
default.
"The negative outlook reflects the risk that TiO2 prices are not
maintained at current levels, coupled with any issues stemming from
moderately increasing volumes, or that expected improvements in
EBITDA in 2017 relative to 2016 do not materialize," said S&P
Global Ratings credit analyst Mark Tarnecki. "We expect Tronox to
maintain adjusted FFO/debt ratio in the mid-single digits at this
rating for 2017," he added.
S&P could lower the ratings in the next 12 months if it expects the
TiO2 business to deteriorate due to volume or pricing issues,
liquidity deteriorates, or credit measures do not strengthen in
2017 to 7.5x debt leverage or weaken from 2016 levels without
prospects for improvement over the next 12 months. S&P could also
lower ratings if the company pursues additional debt-financed
acquisitions or distributes shareholder returns such that adjusted
debt to EBITDA is above 8x in 2017. This could occur if EBITDA
margins declined by two percentage points from our projected levels
of 16%.
S&P do not expect to raise its ratings on Tronox over the next 12
months due to operational improvements. S&P could raise the rating
if adjusted debt to EBITDA strengthens to below 6x in 2017 in a
manner S&P believes is sustainable. This could occur if operating
performance improves more than anticipated or if pricing improves
more than expected over the next 12 months. S&P would expect
EBITDA margins to improve by around 4% points from its base
projections of 16% to achieve a strengthening of debt leverage to
levels of 6x in 2017.
TS WAXAHACHIE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: TS Waxahachie, LLC
401 North Highway 77, Suite 15
Waxahachie, TX 75119
Case No.: 17-30265
Chapter 11 Petition Date: January 20, 2017
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Charles R. Chesnutt, Sr., Esq.
CHARLES R. CHESTNUTT, P.C.
7616 LBJ Freeway, Suite 500
Dallas, TX 75251
Tel: 972-248-7000
Fax: 972-559-1872
E-mail: cc@chapter7-11.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joshua Evola, manager.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb17-30265.pdf
U.S. EDGE: Committee Taps Casner & Edwards as Legal Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of U.S. Edge, Inc.
seeks approval from the U.S. Bankruptcy Court for the District of
Massachusetts to hire legal counsel.
The committee proposes to hire Casner & Edwards, LLP to give legal
advice regarding any proposed bankruptcy plan or sale of assets,
examine the Debtor's affairs, review its operations, and provide
other legal services.
Michael Fencer, Esq., and David Koha, Esq., the attorneys
designated to represent the committee, will be paid $500 per hour
and $320 per hour, respectively.
Mr. Fencer disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Casner & Edwards can be reached through:
Michael J. Fencer, Esq.
Casner & Edwards, LLP
303 Congress Street
Boston, MA 02210
Tel: 617-426-5900
Fax: 617-426-8810
Email: fencer@casneredwards.com
About U.S. Edge Inc.
U.S. Edge Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Mass. Case No. 15-11833) on May 7, 2015. The
petition was signed by Michael Baker, president.
The case is assigned to Judge Frank J. Bailey.
At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $1 million.
On December 22, 2016, the court approved the Debtor's disclosure
statement, which explains its proposed Chapter 11 plan of
reorganization. A hearing on confirmation of the plan is scheduled
for February 14.
UBK A LLC: Case Summary & 6 Unsecured Creditors
-----------------------------------------------
Debtor: UBK A LLC
121 Watchung Avenue
Montclair, NJ 07043
Case No.: 17-11325
Nature of Business: Single Asset Real Estate
Chapter 11 Petition Date: January 23, 2017
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Stacey L. Meisel
Debtor's Counsel: Stephen B. McNally, Esq.
MCNALLY & ASSOCIATES, L.L.C.
93 Main Street, Suite 201
Newton, NJ 07860
Tel: (973) 300-4260
Fax: (973) 300-4264
E-mail: steve@mcnallylawllc.com
sue@mcnallylawllc.com
Total Assets: $440,143
Total Liabilities: $1.11 million
The petition was signed by Tae Kim, manager.
A copy of the Debtor's list of six unsecured creditors is available
for free at http://bankrupt.com/misc/njb17-11325.pdf
UNITED CONTINENTAL: S&P Assigns 'BB-' Rating on $500MM Sr. Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '4'
recovery rating to United Continental Holdings Inc.'s proposed $500
million senior unsecured notes due 2024. The '4' recovery rating
indicates S&P's expectation for average (30%-50%; higher end of the
range) recovery in a payment default scenario. United Airlines
Inc., United Continental's principal operating subsidiary, will
guarantee the notes. Based on S&P's analysis of the company's
recovery prospects, the proposed notes will not require S&P to make
any changes to its existing issue-level or recovery ratings on
United Continental or United Airlines.
S&P's 'BB-' corporate credit rating on United Continental and
United Airlines is based on the airline's strong route network and
gradually improving profitability, though these positive factors
are constrained by the company's participation in the cyclical,
price competitive, and capital-intensive airline industry.
United--the third largest U.S. airline--has reported earnings that,
while good in absolute terms, have trailed those of its peers Delta
Air Lines Inc. and American Airlines Group Inc. However, the gap is
narrowing and the company's credit measures have improved
sufficiently such that S&P revised its outlook on United to
positive on June 12, 2015. S&P could raise its ratings on United
Continental over the next 12 months if its operating performance
and financial policy enable it to maintain a funds from operations
(FFO)-to-debt ratio in the high-20% area or better and S&P believes
that it will remain there.
RATINGS LIST
United Continental Holdings Inc.
Corporate Credit Rating BB-/Positive/--
New Ratings
United Continental Holdings Inc.
Prpsd $500M Sr Unsecd Nts Due 2024 BB-
Recovery Rating 4H
UP FIELDGATE: Seeks to Hire Latham Shuker as Legal Counsel
----------------------------------------------------------
UP Fieldgate US Investments - Fashion Square, LLC and UP
Development Key West Holdings, LLC have filed separate applications
seeking court approval to hire legal counsel.
In their applications filed with the U.S. Bankruptcy Court for the
Middle District of Florida, the Debtors proposed to hire Latham,
Shuker, Eden & Beaudine, LLP to prepare a bankruptcy plan, and
provide other legal services related to their Chapter 11 cases.
The hourly rates charged by the firm are:
Partners $400 - $575
Associates $220 - $290
Paraprofessionals $105 - $160
Latham does not represent any interest adverse to the Debtors,
according to court filings.
The firm can be reached through:
R. Scott Shuker, Esq.
Latham, Shuker, Eden & Beaudine, LLP
111 N. Magnolia Ave., Suite 1400
P.O. Box 3353 (32802-3353)
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: bknotice@lseblaw.com
Email: rshuker@lseblaw.com
About UP Fieldgate US Investments
UP Fieldgate US Investments - Fashion Square, LLC owns and operates
the Orlando Fashion Square Mall, an 80-acre mixed-use development
located near downtown Orlando, which includes a two-story indoor
shopping mall consisting of over 1,000,000 leasable square feet.
The Debtor currently leases a number of rental units within the
Mall and collects monthly rents from each tenant.
UP Fieldgate US Investments - Fashion Square, LLC and its affiliate
UP Development Key West Holdings, LLC filed separate Chapter 11
petitions (Bankr. M.D. Fla. Case Nos. 17-00088 and 17-00090) on
January 6, 2017. The Petitions were signed by Scott D. Fish,
manager/member. The cases are assigned to Judge Cynthia C.
Jackson.
The Debtors are represented by R. Scott Shuker, Esq. and Daniel A.
Velasquez, Esq., at Latham, Shuker, Eden & Beaudine, LLP.
At the time of filing, the UP Fieldgate estimated assets and
liabilities at $10 million to $50 million, while UP Development
estimated assets at $1 million to $10 million and liabilities at
$10 million to $50 million.
UP FIELDGATE: Taps Consulting CFO as Financial Advisor
------------------------------------------------------
UP Fieldgate US Investments - Fashion Square, LLC seeks approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to hire a financial advisor.
The Debtor proposes to hire Consulting CFO Inc. to review its books
and records and financial reports, assist in the preparation of a
bankruptcy plan, prepare cash flow budgets and monthly operating
reports, and provide other services.
Terry Soifer, president of Consulting CFO, will be paid an hourly
rate of $300.
Consulting CFO does not represent any interest adverse to the
Debtor, according to court filings.
The firm can be reached through:
Terry Soifer
Consulting CFO Inc.
2100 Lee Road, Suite F
Winter Park, FL 32789
Phone: 407-628-5534
Fax: 407-628-4429
Email: terry@terrysoifer.com
About UP Fieldgate US Investments
UP Fieldgate US Investments - Fashion Square, LLC owns and operates
the Orlando Fashion Square Mall, an 80-acre mixed-use development
located near downtown Orlando, which includes a two-story indoor
shopping mall consisting of over 1,000,000 leasable square feet.
The Debtor currently leases a number of rental units within the
Mall and collects monthly rents from each tenant.
UP Fieldgate US Investments - Fashion Square, LLC and its affiliate
UP Development Key West Holdings, LLC filed separate Chapter 11
petitions (Bankr. M.D. Fla. Case Nos. 17-00088 and 17-00090) on
January 6, 2017. The petitions were signed by Scott D. Fish,
manager and member. The cases are assigned to Judge Cynthia C.
Jackson.
The Debtors are represented by R. Scott Shuker, Esq. and Daniel A.
Velasquez, Esq., at Latham, Shuker, Eden & Beaudine, LLP.
At the time of filing, the UP Fieldgate estimated assets and
liabilities at $10 million to $50 million, while UP Development
estimated assets at $1 million to $10 million and liabilities at
$10 million to $50 million.
VAPOR CORP: 10 Million Series A Warrants Validly Tendered
---------------------------------------------------------
Vapor Corp. announced the final results of its tender offer to
purchase up to 32,262,152 of its outstanding Series A warrants at a
purchase price of $0.22 per warrant in cash. The Company's tender
offer for the Series A Warrants expired at 5:00 p.m., Eastern time,
on Jan. 17, 2017. The Company has been informed by Equity Stock
Transfer, the depositary for the tender offer, that 10,073,884
Series A Warrants were properly tendered and not withdrawn prior to
the expiration date. The Company has accepted for purchase all of
the 10,073,884 Series A Warrants for a total purchase price of
approximately $2.21 million. The depositary will promptly issue
payment for the Series A Warrants accepted for purchase in the
tender offer.
Following the purchase of the tendered Series A Warrants, the
Company expects that 48,956,712 Series A Warrants will remain
outstanding.
Okapi Partners acted as the information agent for the Offer, and
the depositary for the Offer is Equity Stock Transfer, LLC. For
questions and information, please call the information agent at
(877) 629-6356 (banks and brokers call (212) 297-0720).
About Vapor Corp
Vapor Corp. operates 20 vape stores in the Southeastern United
States and online where it sells vaporizers, liquids for vaporizers
and e-cigarettes. The Company also designs, markets and
distributes electronic cigarettes, vaporizers, e-liquids and
accessories under the Vapor X, Hookah Stix, Vaporin, Krave, and
Honey Stick brands. "Electronic cigarettes" or "e-cigarettes," and
"vaporizers" are battery-powered products that enable users to
inhale nicotine vapor without fire, smoke, tar, ash, or carbon
monoxide. The Company also designs and develops private label
brands for its distribution customers. Third party manufacturers
manufacture the Compoany's products to meet its design
specifications. The Company markets its products as alternatives
to traditional tobacco cigarettes and cigars. In 2014, as a
response to market product demand changes, Vapor began to shift its
primary focus from electronic cigarettes to vaporizers.
Vapor Corp reported a net loss allocable to common shareholders of
$36.26 million in 2015 following a net loss allocable to common
shareholders of $13.85 million in 2014. As of Sept. 30, 2016,
Vapor Corp. had $20.76 million in total assets, $48.72 million in
total liabilities and a total stockholders' deficit of $27.95
million.
Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that Company has incurred net losses and needs to
raise additional funds to meet its obligations and sustain its
operations. In addition, the Company currently does not have
enough authorized common shares to settle all of its outstanding
warrants if those warrants were exercised pursuant to their
cashless exercise provisions. As a result, the Company could be
required to settle a portion of these warrants with cash. These
conditions, the auditors said, raise substantial doubt about the
Company's ability to continue as a going concern.
VECTOR GROUP: Moody's Rates $850MM Secured Notes Offering Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 2) rating to Vector
Group Ltd.'s (Vector) $850 million senior secured notes offering.
The notes will mature in 2025. Net proceeds from this offering will
be used to refinance the $835 million existing senior secured
notes. The ratings on the existing secured notes will be withdrawn
at the closing of this offering. The company's B2 Corporate Family
Rating and Stable outlook are unchanged.
RATINGS RATIONALE
Vector's B2 Corporate Family Rating (CFR) reflects its relatively
small scale and limited pricing flexibility in the deep discount
segment of the highly regulated and declining domestic cigarette
industry. The rating is also constrained by Vector's negative free
cash flow and the ongoing threat of adverse tobacco litigation.
That said, the litigation environment has significantly improved in
recent years, as a result of the company's settlement with all of
the Engle progeny plaintiffs with cases in Federal Court and all
but approximately 125 Engle progeny cases in Florida state court.
Vector's rating is supported by its sustainable Master Settlement
Agreement ("MSA") cost advantage, its track record of gaining share
in the retail distribution channel and good profitability metrics.
Vector's real estate investments are conservatively managed and
provide an additional, albeit potentially volatile, source of
earnings diversification and cash flow with modest capital
requirements. In recent years the company's investment in its
various non-guarantor and unrestricted real estate investments has
grown significantly. Given the high leverage at the holding company
there is a growing risk of cash being used to fund future real
estate investments. Vector's rating is also supported by its good
liquidity, which reflects significant cash balances that offset its
very high dividend payments, potential real estate investments and
negative free cash flow.
The Ba3 rating on the secured notes is two notches higher than the
B2 CFR reflecting its senior position in the capital structure,
security relative to the unrated convertible notes and other
unsecured obligations in the capital structure. The $850 million
notes are secured by a first priority lien on the property, plant,
and equipment and other assets of Vector as well as a second lien
on inventory and accounts receivables. The $60 million ABL revolver
(not rated by Moody's) has a first lien on inventory and accounts
receivable. The notes will be fully and unconditionally guaranteed
by all of the wholly owned domestic subsidiaries of the company
that are engaged in the conduct of the company's cigarette
businesses. The notes will not be guaranteed by subsidiaries
engaged in the Company's real estate business conducted through its
subsidiary New Valley LLC.
The stable outlook reflects Moody's expectation that despite the
holding company's relatively high leverage, the company will
generate strong cash flow from operations and from investments,
maintain high cash balances, and continue to prudently manage its
real estate portfolio.
To upgrade Vector's ratings, litigation risk would need to diminish
and the company's profitability and credit metrics would need to
improve with no adverse impact on volume growth and/or market
share. An upgrade would also require EBITA margins to be sustained
above 30%, debt-to- EBITDA to remain below 4.0 times, and sustained
positive free cash flow after dividends.
Any unexpected material increase in litigation risk or decline in
free cash flow could result in a ratings downgrade. Vector's
ratings could also be downgraded if pricing flexibility trends,
anti-tobacco legislation or growth prospects for the discount
cigarette industry are adversely impacted. Specifically, if EBITA
margins fall below 20% or debt-to-EBITDA rises and is sustained
above 5.0 times, ratings could be downgraded.
Vector Group Ltd. is a holding company with subsidiaries engaged in
domestic cigarettes manufacturing, real estate development and
brokerage. Vector's revenues are approximately $1.7 billion.
VICON INDUSTRIES: BDO USA, LLP Raises Going Concern Doubt
---------------------------------------------------------
Vicon Industries, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$12.77 million on $35.76 million of net sales for the fiscal year
ended September 30, 2016, compared to a net loss of $5.22 million
on $44.88 million of net sales for the fiscal year ended September
30, 2015.
BDO USA, LLP, in Melville, NY, states that the Company has incurred
losses from operations and needs to raise additional funds to meet
its obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
The Company's balance sheet at September 30, 2016, showed total
assets of $18.08 million, total liabilities of $9.55 million, and a
stockholders' equity of $8.53 million.
A full-text copy of the Company's Form 10-K is available at:
https://is.gd/aMDhxc
Vicon Industries, Inc., designs, assembles and markets video
management systems and system components for use in security,
surveillance, safety and communication applications by a broad
group of end users worldwide. The Company's product line consists
of various elements of a video system, including DVR's, NVR's,
video encoders, decoders, servers and related video management
software, data storage units, analog, digital and HD megapixel
fixed and robotic cameras, virtual and analog matrix video
switchers and controls, and system peripherals.
VYCOR MEDICAL: Fountainhead Holds 55.7% Equity Stake as of Jan. 11
------------------------------------------------------------------
Fountainhead Capital Management Limited disclosed in an amended
Schedule 13D filed with the Securities and Exchange Commission that
as of Jan. 11, 2017, it beneficially owns 9,733,832 shares of
common stock of Vycor Medical, Inc., representing 55.74 percent of
the shares outstanding.
On Jan. 11, 2017, Fountainhead purchased 1,924,697 shares of common
stock and warrants to purchase 1,924,697 shares of common stock for
an aggregate purchase price of $404,186 ($0.21 per share). As a
result of such issue, Fountainhead's previously-reporting holdings
of Vycor Common Stock (including shares which it has the option to
acquire within sixty (60) days of such date) were adjusted to a
total of 9,733,832 shares, comprising ownership of 6,553,838 Vycor
Common Shares and Warrants to purchase 3,179,994 Vycor Common
Shares as follows: 343,411 shares at an exercise price of $1.88 per
share prior to Aug. 4, 2017; 337,517 shares at an exercise price of
$2.62 per share prior to Aug. 4, 2017; 572,613 shares at an
exercise price of $3.08 per share prior to Aug. 4, 2017, 887 shares
at an exercise price of $2.05 per share prior to April 24, 2017,
887 shares at an exercise price of $3.08 per share prior to April
24, 2017, and 1,924,677 shares at an exercise price of $0.27 per
share prior to Jan. 10, 2020. A full-text copy of the regulatory
filing is available at:
https://is.gd/WMzKKW
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
Vycor Medical reported a net loss available to common shareholders
of $2.25 million on $1.13 million of revenue for the year ended
Dec. 31, 2015, compared to a net loss available to common
shareholders of $4.04 million on $1.25 million of revenue for the
year ended Dec. 31, 2014.
As of Sept. 30, 2016, Vycor had $1.54 million in total assets,
$1.14 million in total liabilities, all current, and $399,144 in
total stockholders' equity.
The Company's auditors Paritz & Company, P.A., in Hackensack, New
Jersey, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015.
WILDHORSE RESOURCE: Moody's Assigns B3 Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to WildHorse
Resource Development Corporation (WildHorse), including a B3
Corporate Family Rating (CFR) and a Caa1 rating to its proposed
offering of $300 million of senior unsecured notes due 2025.
Moody's also assigned an SGL-3 Speculative Grade Liquidity Rating
to indicate WildHorse's adequate liquidity through 2017. The
proceeds from the proposed notes offering will be used to repay
outstanding borrowings on the company's revolving credit facility.
The rating outlook is stable.
"Through a series of transactions largely funded by equity since
2013, WildHorse has assembled an extensive inventory in east Texas
and north Louisiana with over 2,200 net drilling locations," said
RJ Cruz, Moody's Vice President -- Senior Analyst. "This acreage
position provides substantial opportunities for the company to grow
its production and reserves, however, the future development of
this acreage position will require significant capital and Moody's
expect that WildHorse will outspend cash flow through 2018 in its
quest for growth."
The following summarizes the ratings.
WildHorse Resource Development Corporation
Rating Assignments:
Corporate Family Rating, assign B3
Probability of Default Rating, assign B3-PD
$300 Million Senior Unsecured Notes due in 2025, assign Caa1
(LGD5)
Speculative Grade Liquidity Rating, assign SGL-3
Ratings outlook, Stable
RATINGS RATIONALE
WildHorse's B3 CFR reflects the limited scale of its upstream
operations, its penchant for acquisitions, and the company's high
level of planned capital spending that will produce negative free
cash flow through 2018. The rating also reflects Moody's
expectation that the majority of the company's organic growth
through 2018 will be largely debt-financed. The B3 CFR is supported
by the company's consolidated positions in the northeast edge of
the Eagle Ford Shale and in the Terryville Complex of North
Louisiana, relatively low cost E&P operations, liquids-weighted
production platform (~52% of expected 2017 production), and good
hedges in 2017. The rating also reflects management's previous
track record at Memorial Resource Development Corp. (MRD) prior to
its acquisition by Range Resources. Management believes that
enhanced completion techniques in the Eagle Ford and its
significant knowledge base in North Louisiana from MRD will help
the company earn attractive returns in both plays especially if
commodity prices rise higher.
WildHorse's senior unsecured notes are rated Caa1, one notch below
the B3 CFR because of the priority ranking of the company's secured
revolver. The proposed mix of secured and unsecured debt in the
capital structure indicates a Caa2 rating under Moody's Loss Given
Default (LGD) methodology. Moody's views the assigned Caa1 rating
as more appropriate because of Moody's expectations for modest
shifts in capital structure towards unsecured and the asset
coverage relative to potential debt outstanding. However, future
large increases in the revolver borrowing base and committed
capacity combined with sustained heavy utilization of secured
borrowings without offsetting issuances of unsecured notes could
result in a downgrade of the senior notes rating.
Moody's expects WildHorse to have adequate liquidity through 2017,
which is reflected in the SGL-3 rating. Pro forma for the company's
debt issue, Moody's expect it to have full availability under its
$375 million revolving credit facility. The revolving credit
facility is governed by two financial covenants: a current ratio
(minimum 1.0x) and a leverage ratio (maximum debt/EBITDAX of 4.0x).
Moody's expects the company to have ample headroom under the
covenants through 2017. The company's revolving credit facility
matures in December 2021.
The outlook is stable. WildHorse's rating could be upgraded if it
can increase production above 30,000 boe per day while maintaining
debt to PD reserves below $12/boe and retained cash flow to debt
above 25%. A downgrade would be considered if WildHorse's retained
cash flow to debt falls below 10% or production does not grow as
anticipated in response to growth capex. Accelerated capital
spending leading to weaker liquidity could also prompt a downgrade
as could the use of debt to fund material acquisitions.
The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.
WildHorse Resource Development Corporation is an exploration and
production company with primary focus in the Eagle Ford in East
Texas and the over-pressured Cotton Valley in North Louisiana. The
company completed its IPO in December and raised $392 million in
net proceeds. Production in 3Q16 was approximately 17,900 Boe/d.
Pro forma for the company's recent acquisitions, its consolidated
surface acreage position is 374,938 acres and proved developed
reserves, excluding the Burleson North acquisition, were 35.59
MMBoe.
WILDHORSE RESOURCE: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned it 'B' corporate credit rating to
WildHorse Resource Development Corp. The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '4'
recovery rating to the company's proposed $300 million senior
unsecured notes. The '4' recovery rating indicates S&P's
expectation of average (30% to 50%; higher half of the range)
recovery of principal in the event of payment default.
S&P expects the company to use the proceeds to pay down borrowings
under its revolving credit facility and for other general corporate
purposes.
The stable outlook reflects S&P's expectation that WildHorse will
continue to increase production and developed reserves while
maintaining adequate liquidity. S&P expects that the company will
maintain credit measures that it considers appropriate for the
current rating, including FFO to debt above 20%.
S&P could lower the rating over the next 12 months if the company
fails to increase production as expected and continues to outspend
cash flows. Should this occur, S&P expects FFO to debt could
decrease to below 20% and liquidity could deteriorate.
S&P could raise the rating over the next 12 months if the company
successfully increases production and develops reserves
commensurate with higher-rated peers, while maintaining FFO to debt
above 20%.
WK CAPITAL: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
WK Capital Enterprises, Inc. 17-10073
dba Capital Enterprises, Inc.
dba The Capital Companies
3445 North Webb Road
Wichita, KS 67226
Capital Pizza Huts, Inc 17-10074
Capital Pizza Huts of Vermont, Inc. 17-10075
Capital Pizza of New Hampshire, Inc 17-10076
Type of Business: Gaming, Lodging & Restaurants
Chapter 11 Petition Date: January 23, 2017
Court: United States Bankruptcy Court
District of Kansas (Wichita)
Judge: Hon. Robert E. Nugent
Debtors' Counsel: Edward J. Nazar, Esq.
HINKLE LAW FIRM, L.L.C.
301 North Main, Suite 2000
Wichita, KS 67202-4820
Tel: 316.267.2000
Fax: 316.264.1518
E-mail: ebn1@hinklaw.com
- and -
Dan W. Forker, Jr., Esq.
FORKER, SUTER, ROBINSON & BELL LLC
129 West Second, Suite 200
Hutchinson, KS 67501
Tel: 620 -663-7131
E-mail: dforker@forkersuter.com
Total Assets: $1.82 million
Total Debts: $19.52 million
The petitions were signed by Kenneth Jay Wagnon, president.
WK Capital Enterprises' List of Six Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Internal Revenue Service Dishonored $35,208
Payment
Internal Revenue Service Federal $9,741
Withholding
Internal Revenue Service Bad Check $704
Penalty
Internal Revenue Service Dishonored $217
Payment
Internal Revenue Service Bad Check $25
Penalty
Kansas Department Withholding $3,567
of Revenue Tax
X K SPORTS: Atlantic 130 Buying Sterling Property for $1.3 Million
------------------------------------------------------------------
X K Sports, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to authorize the sale of the real property
known as 21586 Atlantic Ave. Unit 130, Sterling, Virginia, to
Atlantic 130 Management, LLC, or assignee, for $1,325,000.
The Debtor and the Buyer entered into Contract of Sale, dated
January 16, 2017.
The material terms of the Contract are:
a. Seller: X K Sports, LLC
b. Buyer: Atlantic 130 Management, LLC
c. Purchase Price: $1,325,000
d. Deposit: $200,000
e. Terms: Free and clear of liens and encumbrances.
f. closing: March 22, 2017 at 10:00 a.m.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/X_K_Sports_59_Sales.pdf
The sales price pursuant to said contract represents in excess of
the fair market value of the property given the current market, as
supported by a Brokers' Opinion obtained on May 2, 2016. The value
of the subject property pursuant to said Brokers' Price Opinion
ranges between $1,309,000 and $1,322,640.
The currently three undisputed liens on the property are:
a. The 1st position lien is a lien for unpaid real property
taxes for with a payoff as of Jan. 11, 2017 in the amount of
$36,642, in favor of Loudoun County, Virginia.
b. The 2nd and 3rd liens are liens of Middleburg Bank. These
liens secure 2 loans made by Middleburg Bank and they are secured
by a 1st and 2nd position deed of trust on the property. As of
Jan. 11, 2017, the payoff on one of the loans was $585,092 and the
payoff on the other loan was $566,410.
There is a recorded deed of trust in favor of Luqun Liu. The
principal balance on this debt is $1,000,000. The secured status
of this debt is disputed by the Debtor, and an adversary proceeding
has been commenced to determine the extent of the secured status of
the lien. It is the position of the Debtor that the adversary
proceeding is susceptible to a motion for summary judgment by the
Debtor setting aside the deed of trust, because of the timing of
the recordation of the deed of trust. The creditor does not have
any other basis for making a secured claim in the case.
The total amount of the real property taxes and the loans from
Middleburg Bank equals $1,188,143 as of Jan. 11, 2017.
Therefore, upon sale of the property free and clear of liens, the
bankruptcy estate in the case will receive proceeds of $136,857
minus closing costs which are estimated not to exceed $30,000. The
proceeds from the closing on the sale will be available to
partially satisfy the claims of the unsecured creditors in the
case.
There are no brokers involved in the sale.
Sale of the property is in the best interest of the creditors and
parties in interest, as the Debtor does not have the funds to
maintain the mortgage payments, and the contract of sale represents
the maximum recovery for the creditors. After satisfaction of the
liens as described, and distribution to the other creditors of the
bankruptcy estate, the Debtor will receive no funds at settlement.
Accordingly, the Debtor asks the Court to approve the sale of the
real property according to the terms set forth in the contract
dated April 28, 2009.
The Purchaser can be reached at:
Deen Ahmed Zamani
ATLANTIC 130 MANAGEMENT, LLC
45714 Oakbrook Ct., Suite 100
Sterling, VA 20166
About X K Sports
X K Sports, LLC, sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 16-11220) on April 5, 2016. Judge Brian F. Kenney is assigned
to the case.
The Debtor estimated assets and liabilities in the range of $1
million to $10 million.
The Debtor tapped Thomas F. DeCaro, Jr., Esq., at Decaro & Howell
P.C. as counsel.
The petition was signed by Xiao Kui Ma, managing member.
[*] GlassRatner Advisory & Capital Announces Strategic Alliance
---------------------------------------------------------------
GlassRatner Advisory & Capital Group LLC, a financial consulting
firm focused on forensic accounting, litigation support, bankruptcy
and restructuring services, and The Cardinal Services Group, LLC
("The Cardinal Services Group"), a management consulting firm, on
Jan. 24, 2017, announced a strategic alliance to better serve
clients in the government services and healthcare sectors.
The agreement between the companies will allow them to offer a more
integrated approach from analysis and risk assessment to strategy
and effective internal and external organizational alignment.
Through the alliance, The Cardinal Services Group will be able to
expand into program and financial audits for a range of clients in
both the public and private sectors, and GlassRatner will continue
to grow its government and healthcare practice areas.
Additionally, the two companies will provide a range of services to
support their clients' needs, ensuring clients have the best
talent.
"Since starting the firm we have always tried to be progressive and
continue to serve our clients at the highest level. Recently, we
have been doing more work for government entities and expanding our
Health Care practice and believe that our alliance with The
Cardinal Services Group will enhance what we are already doing,"
said Ian Ratner, Co-Founder and Principal of GlassRatner, one of
the leading multi-office financial advisory services firms in the
United States.
"We're delighted to work with a firm like GlassRatner that takes
such pride in their client engagements and shares our commitment to
solving difficult business problems through careful analytic work
and efficient approaches," said Maureen Culbertson, Managing
Partner of The Cardinal Services Group, a small, women-owned
business focused on a range of management consulting services.
"Together, The Cardinal Services Group will benefit from
GlassRatner's depth of expertise in accounting and consulting, as
well as complex staff augmentation contracts."
About GlassRatner
GlassRatner Advisory & Capital Group LLC is a national specialty
financial advisory services firm providing solutions to complex
business problems and Board level agenda items. The firm applies a
unique mix of skill sets and experience to address matters of the
utmost importance to an enterprise such as managing through a
business crisis or bankruptcy, pursuing a fraud investigation or
corporate litigation, planning & executing a major acquisition or
divestiture, unraveling a challenging real estate issue and other
top level non-typical business challenges.
About The Cardinal Services Group
The Cardinal Services Group, LLC --
http://www.thecardinalservicesgroup.com-- is an economically
disadvantaged, women-owned small business (EDWOSB) founded in 2016
as a strategic management consulting firm.
[*] Jeffrey Cohen Joins Lowenstein Sandler's Bankruptcy Practice
----------------------------------------------------------------
Lowenstein Sandler LLP on Jan. 23, 2017, disclosed that Jeffrey
Cohen will join the firm as a partner in its bankruptcy practice,
with a focus on troubled retailers and technology companies. Mr.
Cohen joins Lowenstein from Cooley LLP, where he was a partner.
Mr. Cohen said, "I am excited to join Lowenstein Sandler's team of
incredibly talented bankruptcy and transactional lawyers. My new
colleagues have made a name for themselves zealously representing
creditors in distressed retail, including playing a key role in the
Borders, Coldwater Creek, and Filene's cases -- and the firm's
technology and emerging company practices lead the pack in the New
York market."
Mr. Cohen has extensive experience representing debtors and
creditors' committees in bankruptcy proceedings involving retailers
such as Blockbuster Video, Golfsmith, Eastern Mountain Sports,
Bob's Stores, City Sports, Levitz Furniture, KB Toys, Filene's
Basement, Brookstone, and Pizzeria Uno, as well as individual
creditors in complex Chapter 11 cases throughout the United States.
Notably, in the tech sector, Jeff served as debtor's counsel to
Quirky and Wink and as creditors' committee counsel in Atari,
Beyond Oblivion, Fuhu and Hipcricket, in their Chapter 11
proceedings. Mr. Cohen is also a certified bankruptcy mediator and
approved fee examiner by the U.S. Trustee for Region 3.
Kenneth A. Rosen, Chair of Lowenstein's Bankruptcy, Financial
Reorganization & Creditors' Rights Department, said, "Jeff brings
an enormous amount of talent in retail bankruptcies, both on the
creditor and debtor sides. I have known him for years, and have
long admired his legal work. His impressive handling of
substantial cases will greatly add to our depth of experience in
retail and tech matters."
Mr. Cohen can be reached at:
Jeffrey Cohen
Partner
LOWENSTEIN SANDLER
New York
Tel: 212.419.5868
Fax: 973.597.2400
E-mail: jcohen@lowenstein.com
About Lowenstein Sandler
Lowenstein Sandler is a national law firm with more than 300
lawyers working from six offices in New York, Palo Alto, Roseland,
Utah, and Washington, D.C., representing clients in virtually every
sector of the global economy with particular strength in the areas
of investment funds, life sciences, and technology.
*********
Monday's edition of the TCR delivers a list of indicative prices
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Each Tuesday edition of the TCR contains a list of companies with
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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