/raid1/www/Hosts/bankrupt/TCR_Public/170127.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, January 27, 2017, Vol. 21, No. 26
Headlines
1651 DOMINO CORP: Seeks to Hire Cordova-Ayuso as Legal Counsel
2023 BENNING ROAD: Case Summary & 4 Unsecured Creditors
213 BOND STREET: Plan Payments to be Funded by Asset Sale Proceeds
25 LANG ST: Can Use Sunrise Housing Cash Collateral Until Mar. 31
3073 EMMONS AVENUE: Case Summary & 3 Unsecured Creditors
7901 7TH AVENUE: Confirmation Hearing Set for Feb. 21
A&A WHEELER: Can Continue Using Cash Through March 31
AC INDUSTRIAL: Unsecured Creditors to Get 1.02% Under Plan
ADVANCED NEURO: Case Summary & 20 Largest Unsecured Creditors
AVAYA INC: Jan. 30 Meeting Set to Form Creditors' Panel
AVAYA INC: Seeks to Hire Prime Clerk as Claims Agent
B & L EXCAVATING: March 9 Disclosure Statement Hearing
BAILEY RIDGE: Court Allows Cash Collateral Use on Interim Basis
BANNER GLASS: Disclosures Okayed, Plan Hearing on Feb. 27
BAYWAY HAND: Trustee Selling J.V. Car Wash Property for $27K
BILL HALL: Case Summary & 9 Unsecured Creditors
BJORNER ENTERPRISES: Plan to be Funded from Sale of Property
BOULAYE MARINE: Disclosures Okayed, Plan Hearing on Feb. 22
BOYSON INC: Case Summary & 18 Largest Unsecured Creditors
BRIDGE CORNER STONE: Files Ch. 11 Plan of Liquidation
BRUCE FINDER: Case Summary & 20 Largest Unsecured Creditors
BULEE CAFE: Wants to Use NewBank Cash Collateral
CAESARS ENTERTAINMENT: IGT Resigns From Creditors' Committee
CANNELLE PATISSERIE: Hires Gabor & Marotta as Counsel
CHICO HEALTH: Open System Buying All Assets for $10
CHICO HEALTH: Seeks to Hire Garman Turner as Legal Counsel
CHIEFTAIN SAND: Hires Donlin Recano as Administrative Agent
CHIEFTAIN SAND: Hires EisnerAmper as Financial Advisor
CHIEFTAIN SAND: Hires Gibbons as General Bankruptcy Counsel
CHIEFTAIN SAND: Hires Ordinary Course Professionals
CHIEFTAIN SAND: Hires Tudor Pickering as Investment Banker
CLAYTON WILLIAMS: Inks Non-Dissent Agreement With Mr. Williams
CLAYTON WILLIAMS: Inks Non-Dissent Pact Williams Children's
COMPREHENSIVE PHYSICIANS: Can Use C1 Bank Cash on Final Basis
CONDO 64: Authorized to Use Cash Collateral Through March 23
CONGREGATION ACHPRETVIA: Unsecureds to Recoup 100% Under Plan
CREASY GEOTHERMAL: Seeks to Hire Zalkin Revell as Legal Counsel
CREEKSIDE CANCER CARE: Has Cash Access Until Feb. 10
CTI BIOPHARMA: Appoints Syndax President as Director
CUZCO DEVELOPMENT: JCCHO & Yedang Ask Court to OK Plan Outline
DESERT INN STEAK: Hires Glenn Williams as Attorney
DIOCESE OF STOCKTON: Obtains Court Approval of Ch. 11 Exit Plan
DOMINION STEEL: Feb. 27 Plan, Disclosures Evidentiary Hearing
ECRA GROUP: Disclosures Okayed, Plan Hearing on Feb. 17
EMERALD GRANDE: Hires Kay Casto as Counsel
ENERGIS PETROLEUM: Feb. 28 Disclosure Statement Hearing
ERICKSON INC: Feb. 2 Hearing on Amended Disclosure Statement
FARMACIA SAN JUSTO: Feb. 28 Plan, Disclosure Statement Hearing
FINGER LAKES: Hires DelBello Donnellan as Attorneys
FIRST PENTECOSTAL: FPPFC Buying New Jersey Properties for $1.7M
FLORIDA FOREST: U.S. Trustee Objects to Disclosure Statement
FLOUR CITY BAGELS: Committee Taps Gardere as New Legal Counsel
GLENN'S INC: Susquehanna to be Paid in Full at 4.5% in 60 Months
GREAT BASIN: Amends 2016 Notes to Alter Leak-Out Provisions
GREAT BASIN: Empery Asset, et al., File Amended Schedule 13G
GREAT BASIN: Sees Revenue Growth of 15.8% Quarter-Over-Quarter
H. BURKHART: Rivers and Irwin Buying Knox Property for $260K
HARMAC CORP: Disclosure Statement Hearing Set for Feb. 23
HARPOLE CONSTRUCTION: Medallion Lost Right to Jury Trial
HATU WINDS: Hires Clyde Snow as Counsel
HHH CHOICES: Creditors' Panel Hires Farrell Fritz as Counsel
HMF GOLF: Unsecured Creditors to Recoup 0% Under Plan
HOMER CITY GENERATION: Taps Epiq as Claims and Noticing Agent
HOVNANIAN ENTERPRISES: BlackRock Inc. Holds 7.9% of Class A Shares
INDUSTRIAL RIDE: Can Use Bank of America Cash Until Jan. 28
INGEVITY CORP: Fitch Assigns 'BB' IDR; Outlook Stable
J. COPELLO INTERNATIONAL: Hires Finestone Hayes as Counsel
J. COPELLO INTERNATIONAL: Hires Littler as Special Counsel
KENTISH TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors
LAKEWOOD DEVELOPMENT: Disclosures Okayed, Plan Hearing on Feb. 21
LIBERTY ASSET: Huang Buying San Marino Property for $5.2 Million
LIFE PARTNERS: Payment of Investors' Counsel's Admin Claim OK'd
LIQUIDMETAL TECHNOLOGIES: Has Deal to Buy Calif. Property for $7.8M
LOVE GRACE: Seeks to Use Home Bank, Padial Cash Collateral
MASON'S TRANSPORT: IRS Tries to Block Disclosures Approval
MOHAVE AGRARIAN: Hires Burr as Rebuttal Expert
MOTHERS FOOD: Court Approves Plan and Disclosure Statement
MRI INTERVENTIONS: 2016 Disposable Product Rev Up 36% Over 2015
MWM & SONS: U.S. Trustee Unable to Appoint Committee
NEPHROS INC: Estimates Q4 Total Revenue of Over $740,000
NEW PHOENIX METALS: Unsecureds To Recoup 35% Over 60 Months
NOVABAY PHARMACEUTICALS: May Issue 610,774 Shares Under Plan
OIB LLC: Seeks to Hire RRC CPA Group as Financial Consultant
ONCOLOGY INSTITUTE: U.S. Trustee Directed to Appoint PCO
PACIFIC DRILLING: Amends Credit Facilities with Banking Group
PANAMA CITY INVESTMENTS: Unsecureds to be Paid from Property Sale
PANCH TIRTH: Court Allows Use of Lee Bank Cash Until Feb. 2
PAUL NGUYEN: Sale of Garden Grove Property for $1.2M Approved
PEACH STATE AMBULANCE: Trustee Hires Stonebridge as Accountant
PHOTOMEDEX INC: Closes Sale of Consumer Products Business to ICTV
QUALITY FLOAT: Unsecureds to Recoup 25% Over 4 Years
R.B.K. TRUCKING: Seeks to Hire Stephen Barnier as Accountant
REAM PROPERTIES: Thomas Hamilton Tries to Block Disclosures OK
REGATTA CONSTRUCTION: Hires Paul Saperstein as Appraiser
REVOLVE SOLAR: Unsecureds to Recoup 8%-48% Under 2nd Amended Plan
RITA RESTAURANT: Unsecureds to be Paid 10% Under Exit Plan
ROBISON TIRE: Wants to Execute 2016 Lease/Option with Sistrunk
S-3 PUMP: Unsecureds to Recoup 100% Over 6 Years
SERVICE EMPLOYEES: Seeks to Hire Roach & Newton as Special Counsel
SKYLINE CORP: Wells Fargo Reports 13.86% Stake as of Dec. 31
SMILE ARTIST: Unsecured Creditors to be Paid 15% Over 3 Years
SMILES AND GIGGLES: Plan Confirmation Hearing Set for March 2
SOUTHSIDE CHURCH: Voluntary Chapter 11 Case Summary
SPECTRUM HEALTHCARE: Has Access to Cash Collateral Until April 1
STEPHEN MOFFITT: Sale of Johnson City Properties for $345K Approved
STRINGER FARMS: Prexy Taps Lovell as Special Counsel
SUPERVALU INC: Fitch Affirms 'B' Long-Term Issuer Default Rating
TAR HEEL: Trustee Selling Cash Register to Dealer for $8K
TCR III INC: Sale of Assets to VS Virginia to Pay Creditors Okayed
TOTAL COMM SYSTEMS: 2nd Amended Plan Sets Disputed Claims Reserve
TOWERSTREAM CORP: Appoints Ernest Ortega Chief Executive Officer
TRI-VALLEY LEARNING: U.S. Trustee Forms 3-Member Committee
US FLIGHT ACADEMY: Hires Dick Harris as Attorney
VANGUARD HEALTHCARE: Skyline Buying All Poplar Point Assets for $9M
VAPOR CORP: Has Outstanding Common Stock of 14.7B as of Jan. 20
VIA NIZA: Seeks to Hire Gonzalez-Cordero as Legal Counsel
VIGNAHARA LLC: Seeks to Hire Best Tax as Bookkeeper
VIOLIN MEMORY: Creditors' Panel Hires Cooley as Lead Counsel
VIOLIN MEMORY: Creditors' Panel Hires Elliot as Delaware Counsel
VIRGIN ISLANDS: S&P Lowers Rating on Sr. Lien Fund Notes to 'B'
WESTERN STATES: Voluntary Chapter 11 Case Summary
WGC INC: Unsecured Creditors to Get Nothing from Sale of Assets
WRAP MEDIA: Has Until March 2 to Use Silicon Valley Bank Cash
YAPPN CORP: Amends 14.8 Million Shares Resale Prospectus with SEC
YOGI CARPET: Hires Rivera & Associates as Accountant
YRC WORLDWIDE: Amends Credit Pact to Revise Leverage Ratio Covenant
*********
1651 DOMINO CORP: Seeks to Hire Cordova-Ayuso as Legal Counsel
--------------------------------------------------------------
1651 Domino's Corp. and its affiliates have filed separate
applications seeking approval from the U.S. Bankruptcy Court in
Puerto Rico to hire legal counsel.
In their applications, 1651 Domino, 1652 Domino's Corp., 1668
Domino's Corp., and Sublink Solutions Inc. propose to hire
Cordova-Ayuso Law Office LLC to give legal advice regarding their
duties under the Bankruptcy Code, negotiate with creditors on the
formulation of a plan or liquidation of their assets, and provide
other legal services.
Lucas Cordova-Ayuso, Esq., the attorney designated to represent the
Debtors, will be paid an hourly rate of $100. Paralegals and law
clerks will be paid $65 per hour.
Mr. Cordova-Ayuso disclosed in a court filing that he is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Lucas Cordova-Ayuso, Esq.
Cordova-Ayuso Law Office LLC
P.O. Box 194021
San Juan, PR 00919-4021
Tel: (787) 230-0463
Email: lac@calawpr.com
About 1651 Domino's Corp.
1651 Domino's Corp., 1652 Domino's Corp., 1668 Domino's Corp., and
Sublink Solutions Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case Nos. 17-00039, 17-00041,
17-00042 and 17-00043) on January 5, 2017. The petitions were
signed by Jack Henry, president.
Debtors 1651 Domino's Corp. and 1652 Domino's Corp. each listed
under $100,000 in both assets and liabilities. 1668 Domino's Corp.
listed under $50,000 in assets and under $100,000 in liabilities.
Sublink Solutions, Inc. listed under $1 million in both assets and
liabilities.
2023 BENNING ROAD: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: 2023 Benning Road, LLC
5335 Wisconsin Avenue, NW, Suite 440
Washington, DC 20015
Case No.: 17-00037
Chapter 11 Petition Date: January 25, 2017
Court: United States Bankruptcy Court
District of Columbia (Washington, D.C.)
Judge: Hon. Martin S. Teel, Jr.
Debtor's Counsel: Jeffrey C. Tuckfelt, Esq.
OBERGH AND BERLIN
1300 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20005
Tel: (202) 347-3520
Fax: (202) 204-2578
E-mail: tuckfelt1@verizon.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Warren C. Williams, Jr., managing
member.
A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/dcb17-00037.pdf
213 BOND STREET: Plan Payments to be Funded by Asset Sale Proceeds
------------------------------------------------------------------
213 Bond Street, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of New York a disclosure statement in connection
with its chapter 11 plan of reorganization, a full-text copy of
which is available at:
http://bankrupt.com/misc/nyeb1-16-45132-25.pdf
Under the Plan, Class 4 consists of the general unsecured claims,
which are estimated to total approximately $6,500. Claimants in
this class will receive a Pro Rata Cash Distribution of the
available amount, but not to exceed payment in full plus interest
at the applicable rate, if any, with such payment to be made for
Allowed Class 4 General Unsecured Claims that are allowed as of the
Bar Date, on the Bar Date or as soon thereafter as is reasonably
practicable, or for Disputed Claims, within 10 days of a Disputed
Claim becoming an Allowed Class 4 General Unsecured Claim. At
present, the Debtor assumes that there will be sufficient funds to
satisfy all Class 4 claims in full.
The Debtor will conduct the Auction of its property located at 213
Bond Street, Brooklyn, New York 11217, Block 405, Lot 7, and
thereafter, will consummate the sale of the property to the
successful Bidder. All proceeds of the sale will be paid to
Creditors and Interests Holders in order of priority in accordance
with the Plan. All payments required to be made under the Plan
shall be made by the Disbursing Agent from the Net Sale Proceeds
and any cash on hand.
About 213 Bond Street, Inc
213 Bond Street Inc. owns 213 Bond St, a commercial located at 213
Bond St, Brooklyn, NY 11217, in the area is commonly known as
Gowanus. 213 Bond Street Inc filed a voluntary petition for
relief under chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 16-45132) on November 15, 2016, listing under $1 million
in both assets and liabilities. The primary impetus for the
Debtor's chapter 11 filing was a pending foreclosure action
commenced by JP Morgan Chase Bank N.A. on the property located at
213 Bond Street, Brooklyn, New York. Lawrence Morrison, Esq.,
at
Morrison Tenenbaum PLLC, serves as counsel to the Debtor.
25 LANG ST: Can Use Sunrise Housing Cash Collateral Until Mar. 31
-----------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized 25 Lang St., LLC to use cash
collateral through March 31, 2017.
Sunrise Housing, LLC, is granted a security interest in all of the
Debtor's postpetition assets of the same kinds, nature and type as
the cash collateralize in which it held valid and enforceable,
perfected security interests prior to the Petition Date.
Judge Harwood acknowledged that an immediate and ongoing need
exists for the Debtor to utilize cash collateral to continue the
operation of the business of the Debtor, to minimize the disruption
of the Debtor as a going concern, and to reassure the Debtor's
creditors of the Debtor's continued viability. He further
acknowledged that the Debtor will suffer irreparable harm if not
permitted to use cash collateral.
The approved Budget provided for total expenses in the amount of
$3,814 for each of the months of February 2017 and March 2017.
The Debtor is directed to pay Sunrise Housing its monthly mortgage
payment of $2,470 payments in each month commencing Nov. 1, 2016.
Sunrise Housing is granted replacement liens in and to all
postpetition property of the estate of the same type against which
the Lender held validly perfected and not avoidable liens and
security interests as of the Petition Date.
A full-text copy of the Order, dated Jan. 20, 2017, is available at
http://bankrupt.com/misc/25LangSt2016_1611445bah_57.pdf
About 25 Lang St., LLC
25 Lang St, LLC is a real estate holding company with a principal
address of 832 Route 3, Unit #1, Holderness, New Hampshire. It is
owned and operated by Maria E. Healey. The business has been in
operation since 2014. It does not have any employees.
25 Lang St, LLC, filed a Chapter 11 petition (Bankr. D.N.H. Case
No. 16-11445) on Oct. 13, 2016. The petition was signed by Maria
E. Healey, managing member. At the time of filing, the Debtor
estimated assets at $0 to 50,000 and liabilities at $100,001 to
$500,000.
The Debtor is represented by S. William Dahar, II, Esq., at Victor
W. Dahar, P.A.
3073 EMMONS AVENUE: Case Summary & 3 Unsecured Creditors
--------------------------------------------------------
Debtor: 3073 Emmons Avenue Corp
3073 Emmons Avenue
Brooklyn, NY 11235
Case No.: 17-40284
Chapter 11 Petition Date: January 25, 2017
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Daniel C Marotta, Esq.
GABOR & MAROTTA, LLC
1878 Victory Blvd
Staten Island, NY 10314
Tel: 718-390-0555
Fax: 718-390-9886
E-mail: dan@gabormarottalaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeffrey Brown, president.
A copy of the Debtor's list of three unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb17-40284.pdf
7901 7TH AVENUE: Confirmation Hearing Set for Feb. 21
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York is
set to hold a hearing on Feb. 21, at 10:00 a.m., to consider
confirmation of the Chapter 11 plan of reorganization proposed by
Lender's Capital LLC for 7901 7th Avenue LLC.
The hearing will take place at the Conrad B. Duberstein U.S.
Courthouse, 271-C Cadman Plaza East, Brooklyn, New York.
The court set a Feb. 14 deadline for creditors to cast their votes
and file their objections to the plan.
About 7901 7th Avenue
7901 7th Avenue LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-42775) on June 23,
2016. The petition was signed by Ari Einhorn, managing member.
The case is assigned to Judge Elizabeth S. Stong. Wayne Greenwald,
P.C. serves as the Debtor's legal counsel.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
On January 18, 2017, the court approved the disclosure statement,
which explains the Chapter 11 plan of reorganization proposed by
Lender's Capital LLC, a secured creditor.
A&A WHEELER: Can Continue Using Cash Through March 31
-----------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized A & A Wheeler Mfg., Inc.to
continue using cash collateral through the earlier of March 31,
2017, or the date of the order approving the Debtor's Plan of
Reorganization becomes final.
The Debtor is allowed to use and expend cash collateral to pay the
costs and expenses incurred by the Debtor in the ordinary course of
business up to $220,000.
The approved Budget provided for total expenses in the amount of
$84,259 for the month of February, and $118,751 for the month of
March.
Federal Savings Bank, B of I Federal, and Internal Revenue Service
are granted a replacement lien in, to and on the Debtor's
postpetition property of the same kinds and types as the collateral
in, to and on which they or either of them held valid and
enforceable, perfected liens on the Petition Date, with the same
priority, validity and enforceability as the liens held by them on
such date and will be senior to any liens or any allowed
superpriority claim subsequently granted to any other person or
entity with Court approval.
A full-text copy of the Order, dated Jan. 20, 2017, is available at
http://bankrupt.com/misc/A&AWheeler2015_1511799bah_135.pdf
About A&A Wheeler Mfg.
A&A Wheeler Mfg., Inc., based in Lee, New Hampshire, filed for
Chapter 11 bankruptcy (Bankr. D.N.H. Case No. 15-11799) on Nov. 24,
2015. Its petition was signed by Angela Wheeler, vice president
and CFO. Judge Bruce A. Harwood presides over the case. A&A
Wheeler disclosed total assets of $1.19 million and total
liabilities of $1.49 million. Franklin C. Jones, Esq., at Wensley &
Jones, PLLC, serves as the Debtor's counsel.
AC INDUSTRIAL: Unsecured Creditors to Get 1.02% Under Plan
----------------------------------------------------------
AC Industrial Services Corp. filed with the U.S. Bankruptcy Court
for the District of Puerto Rico a disclosure statement explaining
its plan of reorganization, dated Jan. 20, 2017.
Class 2 under the Plan consists of the general unsecured creditors.
Within 30 days afer the Effective Date of the Plan, Class 2
claimants will receive a total payment of 1.02% of their claimed or
listed debt equals a total of $1,000 with no interest to be paid
prorata to all allowed claimants under this class.
The source of payments under the Plan will come from the operation
of Debtor's business.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-04843-11-71.pdf
Counsel for Debtor:
Noemi Landrau Rivera
USDC 215510
LAUNDRA RIVERA & ASSOC.
PO Box 270219 San Juan, PR 00927-0219
Tel: 787-774-0024
Fax: 787-793-1004
nlandrau@landraulaw.com
AC Industrial Services Corp. filed for chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 16-04843) on June 16, 2016.
ADVANCED NEURO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Advanced Neuro Spine Institute, LLC
21097 NE 27th Court, Suite 540
Aventura, FL 33180
Case No.: 17-10911
Nature of Business: Health Care
Chapter 11 Petition Date: January 25, 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 of Miami
Neurological Institute, LLC.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb17-10911.pdf
AVAYA INC: Jan. 30 Meeting Set to Form Creditors' Panel
-------------------------------------------------------
William K. Harrington, United States Trustee for Region 2, will
hold an organizational meeting on Jan. 30, 2017, at 10:00 a.m. in
the bankruptcy case of Avaya Inc., et al.
The meeting will be held at:
Waldorf Astoria New York
301 Park Ave
New York, NY 10022
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Avaya Inc.
Santa Clara, California-based Avaya Inc. -- http://www.avaya.com/
-- helps to tie the corporate world together. The company's
communication equipment and software integrate voice and data
services for customers including large corporations, government
agencies, and small businesses. Its office phone systems
incorporate Internet protocol (IP) and Session Initiation protocol
(SIP) telephony, messaging, Web access, and interactive voice
response. Avaya also offers consulting, integration, and other
managed IT services. The company sells directly and through
distributors, resellers, systems integrators, and
telecommunications service providers; more than three-quarters of
its sales are made indirectly. Its parent company is Avaya
Holdings.
Avaya Inc. and its affiliated Debtors filed chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 17-10089). The petitions were
signed by Eric S. Koza, CFA, chief restructuring officer. The
Debtors are represented by James H.M. Sprayregen, Esq., Jonathan S.
Henes, Esq., Patrick J. Nash, Jr., Esq., Ryan Preston Dahl, Esq.,
and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP and
Kirkland & Ellis International LLP. The Debtors disclosed total
assets at $5.52 billion and total debts at $6.35 billion as of
Sept. 30, 2016.
The Debtors retained Centerview Partners LLC as their investment
banker; Eric Koza, Esq. and Jesse Delconte, Esq., at Zolfo Cooper
LLC, as their restructuring advisor; Pricewaterhousecopers LLC as
their auditors; KPMG LLP as their tax & accountance advisor; The
Siegfried Group, LLP as their accountancy advisor & financial
services consultant; and Prime Clerk LLC as their notice, claims &
balloting agent.
AVAYA INC: Seeks to Hire Prime Clerk as Claims Agent
----------------------------------------------------
Avaya Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Prime Clerk LLC as its
official claims and noticing agent.
The services to be provided by the firm include overseeing the
distribution of notices, and the processing and docketing of proofs
of claim filed in the Chapter 11 cases of Avaya and its
affiliates.
The firm's professionals and their hourly rates are:
Analyst $30 - $45
Technology Consultant $55 - $95
Consultant/Senior Consultant $65 - $165
Director $175 - $195
COO/Executive Vice-President No charge
Michael Frishberg, co-president and chief operating officer of
Prime Clerk, disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Prime Clerk can be reached through:
Michael J. Frishberg
Prime Clerk LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Phone: (212) 257-5450
The Debtors are represented by:
James H.M. Sprayregen, P.C.
Jonathan S. Henes, P.C.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: james.sprayregen@kirkland.com
Email: jonathan.henes@kirkland.com
-- and --
Patrick J. Nash, Jr., P.C.
Ryan Preston Dahl, Esq.
Bradley Thomas Giordano, Esq.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
300 North LaSalle
Chicago, IL 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: patrick.nash@kirkland.com
Email: ryan.dahl@kirkland.com
Email: bradley.giordano@kirkland.com
About Avaya
Avaya Inc., together with its affiliates, is a multinational
company that provides communications products and services,
including, telephone communications, internet telephony, wireless
data communications, real-time video collaboration, contact
centers, and customer relationship software to companies of various
sizes. The Avaya Enterprise serves over 200,000 customers,
consisting of multinational enterprises, small- and medium-sized
businesses, and 911 services as well as government organizations
operating in a diverse range of industries. It has approximately
9,700 employees worldwide as of Dec. 31, 2016.
Avaya sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 17-10089) on January 19, 2017. Seventeen
Avaya affiliates also filed separate petitions, signed by Eric S.
Koza, CFA, chief restructuring officer, on January 19, 2017. Judge
Stuart M. Bernstein presides over the cases.
The Debtors have hired Kirkland & Ellis LLP as legal counsel,
Centerview Partners LLC as investment banker, Zolfo Cooper LLC as
restructuring advisor, PricewaterhouseCoopers LLP as auditor, KPMG
LLP as tax and accountancy advisor, The Siegfried Group, LLP as
financial services consultant.
The Debtors reported assets of $5.52 billion and debts of $6.35
billion as of Sept. 30, 2016.
B & L EXCAVATING: March 9 Disclosure Statement Hearing
------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia will convene a hearing on March 9, 2017
at 1:30 p.m. to consider approval of B & L Excavating Co., Inc.'s
combined disclosure statement and plan of reorganization filed on
Jan. 10, 2017; and to consider the objection of the U.S. Trustee.
Feb. 14, 2017, is set as the last day to file and serve any written
objection to the proposed disclosure statement.
The Troubled Company Reporter previously reported that under the
plan, unsecured creditors will receive a dividend of 100% based
upon 26 quarterly payments, without interest.
The Plan will be funded by cash flow generated from future
operations based upon a going concern.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/wvsb5-16-50068-119.pdf
About B & L Excavating
B & L Excavating Co., Inc. sought protection under Chapter 11 of
the Bankruptcy Code in the Southern District of West Virginia
(Beckley) (Case No. 16-50068) on March 23, 2016. The petition
was signed by Terry St. Clair, vice president.
The Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell
& Riffee. The case is assigned to Judge Frank W. Volk.
The Debtor estimated assets of $1 million to $10 million and debts
of $100,000 to $500,000.
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 B & L Excavating Co., Inc.
BAILEY RIDGE: Court Allows Cash Collateral Use on Interim Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa
authorized Bailey Ridge Partners LLC to use cash collateral,
pursuant to the agreement between the Debtor, Paul Engel, Jerome N.
Ruba and Dubuque Bank and Trust Company.
The Debtor is authorized to use cash collateral on an interim basis
in the amount of $64,717, for the payment of expenses set forth in
the approved Budget, which include payments to Farmers Mutual
Insurance, F.S. Repair Inc., and First Coop, among others.
Dubuque Bank and Trust Company is granted a substitute replacement
lien on the post-petition account receivables and inventory
acquired by the Debtor post-petition.
A full-text copy of the Order, dated Jan. 20, 2017, is available at
http://bankrupt.com/misc/BaileyRidge2017_1700033_29.pdf
About Bailey Ridge Partners
Bailey Ridge Partners LLC, based in Kingsley, Iowa, filed a chapter
11 petition (Bankr. N.D. Iowa Case No. 17-00033) on Jan. 11, 2017.
The petition was signed by Floyd Davis, managing member. The
Debtor is represented by Donald H. Molstad, Esq., at Molstad Law
Firm. The Debtor estimated assets at $0 to $50,000 and liabilities
at $10 million to $50 million at the time of the filing.
BANNER GLASS: Disclosures Okayed, Plan Hearing on Feb. 27
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland will
consider approval of the Chapter 11 plan of Banner Glass, Inc. at a
hearing on Feb. 27.
The hearing will be held at 11:00 a.m., at Courtroom 3E of the
U.S. Bankruptcy Court, U.S. Courthouse, 6500 Cherrywood Lane,
Greenbelt, Maryland.
The court will also consider at the hearing the final approval of
Banner Glass' disclosure statement, which it conditionally approved
on Jan. 18.
The order set a Feb. 21 deadline for creditors to cast their votes
and file their objections.
Banner Glass is represented by:
Steven L. Goldberg, Esq.
McNamee Hosea et al.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Phone: (301) 441-2420
Email: sgoldberg@mhlawyers.com
About Banner Glass Inc.
Banner Glass, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-19233) on July 8, 2016.
The petition was signed by Robert E. Lilly, vice-president.
The case is assigned to Judge Thomas J. Catliota.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
On January 17, 2017, the Debtor filed a Chapter 11 plan and a
disclosure statement.
BAYWAY HAND: Trustee Selling J.V. Car Wash Property for $27K
------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Feb. 27, 2017 at
10:00 a.m. to consider the proposed sale by Donald V. Biase,
Chapter 11 Trustee for Bayway Hand Car Wash Corp., Harlem Hand Car
Wash Corp., J.V. Car Wash, Ltd., and Webster Hand CarWash Corp., of
JV Car Wash's equipment and inventory to Dorsett Road Car Wash, LLC
for $27,000, subject to higher and better offers.
Objections, if any, must be filed no less than 7 days prior to the
return date of the Motion.
On June 2, 2014, the Trustee was appointed Chapter 11 Trustee for
the Debtors. Donald Conway was appointed Chapter 11 Trustee for
Jose Vazquez.
JV Car Wash owns and operates a car wash from certain property
located at 4778 Broadway, New York, New York. The Trustee has
operated the car wash for some time and has determined that it is
not viable.
The Buyer has agreed to remove all the inventory and equipment from
the premises no later than 5 days from the closing. The Trustee
proposes to sell the subject assets free and clear of any and all
liens, claims, encumbrances and interests. He believes there are
no liens on the assets to be sold.
A copy of the Sale Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/Bayway_Hand_814_Sales.pdf
The Trustee asks that the Court authorize the abandonment of any
assets, equipment and inventory that is not taken by the Buyer and
that is left on the premises.
The Trustee submits the sale of the assets to the Buyer pursuant to
the terms of the Sale Agreement is in the best interest of
creditors. The Trustee has received several offers for the assets
and the offer of the Buyer is the highest and best offer.
The sale is an arms-length transaction and is for fair value. It
should be noted that the principal of the Buyer, Donald Uxa, is the
principal of CW Management, LLC, who was retained to assist the
Trustee as manager of the car washes by order of the Court dated
Sept. 29, 2014.
The Trustee engaged Alan Atkins to conduct an inventory and
appraisal of the assets to be sold and his opinion is that they are
worth $37,850 at forced sale value. The Trustee submits that given
the circumstances and the lack of alternatives, the Trustee
recommends that the sale be approved. Accordingly, the Trustee
respectfully asks that the Court enter an Order authorizing the
sale of the equipment and inventory of J.V. Car Wash to the Buyer
pursuant to the Sale Agreement free and clear of all liens, claims,
encumbrances and interests.
The Trustee asks that the Court waive the 14 day stay under
F.R.B.P. 6004(h) so the parties can close on the sale as soon as
possible.
The Purchaser can be reached at:
DORSETT ROAD CAR WASH, LLC
P.O. Box 16523
Clayton, MO 63105
Counsel for the Trustee:
Scott R. Rever, Esq.
WASSERMAN, JURISTA & STOLZ, P.C.
110 Allen Road, Suite 304
Basking Ridge, NJ 07920
Telephone: (973) 467-2700
Facsimile: (973) 467-8126
About Bayway Hand Car Wash
Bayway Hand Car Wash Corp. sought Chapter 11 protection (Bankr.
D.N.J. Case No. 13-32632) on Oct. 17, 2013. The petition was
signed by Jose L. Vazquez, president. The Debtor estimated assets
and liabilities in the range of $0 to $50,000. The Debtor tapped
Russell J. Passamano, Esq., at Decotiis, Fitzpatrick, Cole and
Wisler as counsel.
BILL HALL: Case Summary & 9 Unsecured Creditors
-----------------------------------------------
Debtor: Bill Hall, Jr., Trucking GP, LLC
9630 Cagnon Road
San Antonio, TX 78252
Case No.: 17-50167
Chapter 11 Petition Date: January 25, 2017
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Ronald B. King
Debtor's Counsel: Dean William Greer, Esq.
DEAN W. GREER
2929 Mossrock, Suite 117
San Antonio, TX 78230
Tel: 210-342-7100
Fax: 210-342-3633
E-mail: dwgreer@sbcglobal.net
Total Assets: $2.34 million
Total Liabilities: $4.41 million
The petition was signed by Dominique A. Hall, vice president.
A copy of the Debtor's list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/txwb17-50167.pdf
BJORNER ENTERPRISES: Plan to be Funded from Sale of Property
------------------------------------------------------------
Bjorner Enterprises, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of California an amended disclosure statement
for its plan of reorganization, dated Jan. 9, 2017.
Class 4 under the plan is comprised of the Secured Claim of the
Robert Wagner Pension Trust. Wagner holds a Secured Claim in the
approximate amount of $1,358,000 collateralized by a third deed of
trust on the Madrona Property. The Plan provides that to the extent
that Wagner has an Allowed Secured Claim, it will be given a new
promissory note (Wagner Modified Note) secured by its existing
lien. The principal amount of the Wagner Modified Note will be all
unpaid principal, interest, attorneys' fees, and collection costs
due under the existing obligation. The Wagner Modified Note will
bear fixed interest at the rate of 7.5% per annum, interest to
accrue, and due in full in one year. Distributions in this class
are to commence on the Effective Date. This Class is impaired and
entitled to vote on the Plan.
The Debtor's management is given until July 1, 2017, to obtain a
bona fide offer to purchase the Madrona Property located at 2535
Madrona Ave., St. Helena, CA from a qualified buyer at a price
sufficient to pay all creditors in full, and another 60 days to
close the transaction. If the Debtor fails to meet either of those
milestones, an independent fiduciary will be appointed as
Liquidating Trustee to assume complete control of the marketing.
The trustee will be given another six months to close an acceptable
sale. Pending payoff, Creditor Claims will continue to accrue
interest.
This latest disclosure statement states that on Nov. 30, 2016, the
Debtor's sole officer and shareholder filed a personal Chapter 11
case in the U.S. Bankruptcy Court for the Northern District of
California primarily to restructure/satisfy the secured debt on the
2509 Madrona Ave. Property. It is anticipated that John Bjorner
will file his own Chapter 11 plan and disclosure statement, and
that both plans will address the 2509 (Mr. Bjorner's property) and
2535 (Bjorner Enterprises' property) Madrona Properties in the same
manner. Specifically, it is presently anticipated that Mr.
Bjorner's Chapter 11 plan will likewise provide that he has until
July 1, 2017, to sell the 2509 Madrona Property and that a
Liquidating Trustee will be appointed to take over these duties if
he is unable to do so.
Although Mr. Bjorner is currently the responsible individual for
both cases, both cases have different creditors and different
circumstances. Among other things, if Mr. Bjorner is unable to sell
the properties himself, the Liquidating Trustee will have the power
to sell the properties together, sell the properties separately,
sell one but not the other, or conclude that either or both are not
worth more than the amount of their respective secured debt and
abandon them to foreclosure.
Successful consummation of the Plan requires the sale of the
Madrona Property for at least $3.3 Million within one year of the
Effective Date of the Plan.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/canb16-10637-61.pdf
About Bjorner Enterprises
Bjorner Enterprises, Inc. is a longstanding California corporation
organized in 1976 and wholly owned by John Bjorner. It was
formerly involved in diversified business activities including the
operation of an electrical supply business, the operation of a
chain of natural foods retail stores, and the ownership of
investment real estate. As of the filing of the petition for
relief, all of these business activities were terminated with the
exception of the ownership of a luxury estate parcel located at
2535 Madrona Avenue, St. Helena, California. In conjunction
with
an adjacent parcel known as 2509 Madrona Ave owned by Mr. Bjorner
personally, the Madrona Property generates substantial income as a
vacation rental.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No,
16-10637) on July 26, 2016. The petition was signed by John
Bjorner, president. The Debtor is represented by John H.
MacConaghy, Esq., at MacConaghy & Barnier, PLC. The case is
assigned to Judge Alan Jaroslovsky. The Debtor estimated assets
and debts at $1 million to $10 million at the time of the filing.
BOULAYE MARINE: Disclosures Okayed, Plan Hearing on Feb. 22
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
will consider approval of the Chapter 11 plan of reorganization of
Boulaye Marine Towing, LLC at a hearing on Feb. 22.
The hearing will be held at 2:30 p.m., at Hale Boggs Federal
Building, Courtroom 709, 500 Poydras Street, New Orleans,
Louisiana.
The court had earlier approved Boulaye Marine's disclosure
statement, allowing the company to start soliciting votes from
creditors.
The Jan. 19 order set a Feb. 15 deadline for creditors to cast
their votes and file their objections to the plan.
About Boulaye Marine Towing
Boulaye Marine Towing, LLC, filed a Chapter 11 petition (Bankr.
E.D. La. Case No. 16-11392) on June 15, 2016. The petition was
signed by Patrick T. McNeill, managing member. The Debtor is
represented by Markus E. Gerdes, Esq., at Gerdes Law Firm, LLC.
The Debtor estimated assets and liabilities at $500,001 to $1
million at the time of the filing.
The Debtor has hired Frantz Marine Corporation, Inc., to market and
sell its vessel called Miss Kaitlyn, and pay the firm a commission
of 6% of the sales price.
BOYSON INC: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Boyson, Inc.
18-51 Enighed
St. John, VI 00831
Case No.: 17-30001
Chapter 11 Petition Date: January 25, 2017
Court: United States Bankruptcy Court
District of the Virgin Islands (St. Thomas)
Debtor's Local Counsel: Ryan C. Meade, Esq.
QUINTAIROS, PRIETO, WOOD & BOYER, P.A.
9300 S. Dadeland Blvd. 4th FL.
Miami, FL 33156
Tel: 305-670-1101
Fax: 305-670-1161
E-mail: rmeade@qpwblaw.com
Debtor's
General
Counsel: SCROGGINS & WILLIAMSON, P.C.
Estimated Assets: $10 million to $50 million
Estimated Debts: $1 million to $10 million
The petition was signed by Cheryl Boynes-Jackson, vice president.
List of Debtor's 18 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1537 Financial Services, LLC $63,863
Banco Popular de Puerto Rico $222,578
Bank of Nova Scotia $423,249
Attn: Thomas O'Neill, Chair
Scotia Plaza, 44
King St. West
Toronto, Ont.,
Canada M5H 1H1
Caterpillar Fin. Svcs. Corp. $460,137
Attn: Brett T. Parks, Esq.
2120 West End Avenue
Nashville, TN
37203-0001
Ditech Financial, LLC $303,154
PO Box 6172
Rapid City, SD
55709-6172
First Bank Virgin Islands $12,028
Global Marine, LLC $60,000
Hodge & Hodge Law Firm $40,355
Innovative $5,498
Internal Revenue Service $1,010,771
Centralized Insolvency
P.O. Box 7346
Philadelphia, PA
19101-7346
Jones Walker LLP $118,057
Julie German Evert, Esq. $49,872
Love City Ferries $25,000
Ocean Link Ent., Ltd. $19,923
Richard Bourne-Vanneck $63,000
Tri-Island Energy, LLC $32,981
Virgin Island B.I.R. $625,000
6115 Estate Smith Bay
Ste 225
St. Thomas, VI 00802
Water & Power Authority $20,745
BRIDGE CORNER STONE: Files Ch. 11 Plan of Liquidation
-----------------------------------------------------
Bridge Corner Stone, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada a disclosure statement to accompany its plan
of liquidation, a full-text copy of which is available at:
http://bankrupt.com/misc/nvb16-13493-57.pdf
Class 3 is comprised of the Secured Tax Claims, which includes the
Claims of any state or local governmental unit which is secured by
a Lien against property owned by Debtor by operation of applicable
law, including, but not limited to, every such Claim for unpaid
real and personal property taxes together with statutory interest
or sewer services. The Plan Proponents are aware of the following
Secured Tax Claims: (i) outstanding property taxes of $3,477.05 as
of Dec. 14, 2015, plus an additional $3,343.32 due on Jan 2, 2017;
and (ii) the scheduled claim in favor of the Las Vegas City Sewer
Department for $3,400.
The Allowed Secured Tax Claims will be paid in full, in cash, on
the later of: (i) the Closing Date, which payment shall be made as
part of the closing of the Sale; and (ii) 5 business days after the
Transferred Assets are transferred to the Plan Proponents in the
event that the Sale does not close pursuant to the terms of the
Purchase Agreement, which payment shall be made by the Plan
Proponents. This class is impaired.
Class 4 is comprised of the General Unsecured Claims. Each creditor
with an Allowed General Unsecured Claim shall receive such Holder's
Pro Rata portion of the Net Distributable Assets up to the full
amount of such Holder's Allowed Claim, plus interest at the rate of
3% per annum, on the later of: (i) the Distribution Date; and (ii)
the date the Holder's Class 4 Claim is Allowed by entry of a Final
Order of the Bankruptcy Court. This class is impaired under the
plan.
After the Effective Date, the Transferred Assets shall be sold to
Brad Hall & Associates, Inc., an Idaho Corporation for a purchase
price of $2.15 Million. The proceeds of this Sale will be utilized
to pay the Allowed Administrative Claims and Allowed Claims in
Classes 1 through 3. The Plan Administrator shall marshal the
remaining Assets and distribute such Assets to the Holders of
Allowed Claims in Class 4, with any remaining Assets being
distributed to the Holder of Class 5 Equity Securities should the
Class 4 Claims be paid in full with interest.
About Bridge Corner Stone
Bridge Corner Stone, LLC and Rancho Mart, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case
No. 16-13493) on June 24, 2016. The petition was signed by Dawit
Ambaye, manager.
The case is assigned to Judge Bruce T. Beesley.
At the time of the filing, Bridge Corner Stone estimated assets of
less than $50,000 and liabilities of $1 million to $10 million.
The Debtor hired the Ballstaedt Law Firm as bankruptcy counsel.
BRUCE FINDER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bruce Finder Sales, Inc.
dba BFS Metals
dba Chicago Plastic Supply
5649 West 31st, Unit B
Cicero, IL 60804
Case No.: 17-02122
Chapter 11 Petition Date: January 25, 2017
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Deborah L. Thorne
Debtor's Counsel: Allan O. Fridman, Esq.
LAW OFFICE OF O. ALLAN FRIDMAN
555 Skokie Blvd, Suite 500
Northbrook, IL 60062
Tel: 847-412-0788
Fax: 847-412-0898
E-mail: allanfridman@gmail.com
allan@fridlg.com
Total Assets: $1.10 million as of Dec. 31, 2016
Total Liabilities: $1.18 million as of Dec. 31, 2016
The petition was signed by Bradley Finder, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb17-02122.pdf
BULEE CAFE: Wants to Use NewBank Cash Collateral
------------------------------------------------
Bulee Cafe, doing business as Sarah's Artisinal Kitchen, asks the
U.S. Bankruptcy Court for the Eastern District of New York for
authorization to use the cash collateral of NewBank.
The Debtor is indebted to NewBank pursuant to two loans, with
present outstanding balances in the amount of $1,243,028 and
$261,975. The first loan is secured by a blanket lien against all
of the Debtor's assets, while the second loan is secured by a
blanket lien on all fixtures, equipment and intangibles.
The Debtor relates that it intends to use the cash collateral for
working capital and ordinary purposes, including the purchase and
sale of inventory and materials, as well as costs and expenses
related to its Chapter 11 case.
The Debtor proposes to grant NewBank with a replacement security
interest and liens in and upon all after-acquired cash and cash
collateral, any investment of such cash and cash collateral,
accounts receivable, any right to payment whether arising before or
after the Petition Date, and their proceeds, products, rents and
profits, and postpetition assets and properties, excluding
avoidance actions, to the same validity, extent and priority as
existed prepetition.
The Debtor's proposed Monthly Cash Flow Projection provides for
total cash out-flow in the amount of $398,448.
The Debtor believes its projected operations will be sufficient to
continue operations and insulate NewBank from any diminution in
value, and enable the Debtor to maintain the going concern of
NewBank's collateral. The Debtor tells the Court that given the
current market conditions for the sale of the Debtor's business,
the continuation of the Debtor's operations likely presents the
best opportunity for NewBank to receive the greatest recovery on
account of its claims.
A full-text copy of the Debtor's Motion, dated Jan. 20, 2017, is
available at
http://bankrupt.com/misc/BuleeCafe2017_11740127nhl_18.pdf
A full-text copy of the Debtor's proposed Monthly Cash Flow
Projection, dated Jan. 20, 2017, is available at
http://bankrupt.com/misc/BuleeCafe2017_11740127nhl_18_1.pdf
About Bulee Cafe, Ltd.
Bulee Cafe, Ltd.'s primary business is the operation of the
Deli/Catering business, Sarah's Kitchen, located at 270 Madison
Avenue, New York.
Bulee Cafe, Ltd., doing business as Sarah's Artisinal Kitchen,
filed a chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40127) on
Jan. 11, 2017. The petition was signed by Yong Won Bu, president.
The case is assigned to Judge Nancy Hershey Lord. The Debtor
estimated assets of $100,000 to $500,000 and liabilities at $1
million to $10 million.
The Debtor is represented by John C. Kim, Esq., at The Law Office
of John C. Kim, Esq.
CAESARS ENTERTAINMENT: IGT Resigns From Creditors' Committee
------------------------------------------------------------
The Office of the U.S. Trustee on January 25 said that
International Game Technology has resigned from the official
committee of unsecured creditors of Caesars Entertainment Operating
Company, Inc.
The remaining committee members are:
(1) National Retirement Fund
6 Blackstone Valley Place
Lincoln, RI 02865-1112
Attn: Richard Rust
(2) US Foods, Inc.
9399 W. Higgins Road, Suite 600
Rosemont, Il 60018
Attn: Dorothy Capers
(3) Law Debenture Trust Company of New York
400 Madison Avenue, Suite 4D
New York, NY 10017
Attn: James D. Heaney
(4) MeehanCombs Global Credit
Opportunities Master Fund, LP
40 Signal Road
Stamford, Connecticut 06902
Attn: Matt Meehan
(5) Wilmington Trust, NA
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-00001
Attn: Geoffrey J. Lewis
(6) Hilton Worldwide, Inc.
7930 Jones Branch Drive, 6th Floor
McLean, Virginia 22102
Attn: Charles Corbin
(7) Earl of Sandwich (Atlantic City) LLC
4700 Millenia Blvd, Suite 400
Orlando, FL 32839
Attn: Thomas Avallone
(8) PepsiCo, Inc.
1100 Reynolds Blvd.
Winston-Salem, NC 27105
Attn: Michael T. Bevilacqua
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
The examiner retained Winston & Strawn LLP, as his counsel;
Alvarez & Marsal Global Forensic and Dispute Services, LLC, as
financial advisor; and Luskin, Stern & Eisler LLP, as special
conflicts counsel.
* * *
On January 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of Caesars Entertainment Operating Company, Inc. and
its affiliated debtors.
CANNELLE PATISSERIE: Hires Gabor & Marotta as Counsel
-----------------------------------------------------
Cannelle Patisserie Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Gabor &
Marotta LLC as counsel to the Debtor.
Cannelle Patisserie requires Gabor & Marotta to:
a. provide legal advice with respect to the powers and duties
of the Debtor as debtor in possession in the management of
its property;
b. represent the Debtor before the Court and at hearings on
matters pertaining to its affairs, as debtor in possession,
including prosecuting and defending litigated matters that
may arise during the Chapter 11 case;
c. advise and assist the Debtor in the negotiation and
preparation of reorganization with its creditors and the
preparation of an accompanying disclosure statement; and
d. perform such legal services for the Debtor which may be
appropriate and necessary.
Gabor & Marotta will be paid at these hourly rates:
Partner $450
Associate $300
Paralegal $125
Gabor & Marotta will be paid a retainer in the amount of $25,000.
Gabor & Marotta will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Richard M. Gabor, member of Gabor & Marotta LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Gabor & Marotta can be reached at:
Richard M. Gabor, Esq.
GABOR & MAROTTA LLC
1878 Victory Boulevard
Staten Island, NY 10314
Tel: (212) 349-1200
About Cannelle Patisserie Inc.
Cannelle Patisserie Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 16-44577) on October 11, 2016, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Daniel C Marotta, Esq. and Richard M. Gabor, Esq.,
at Gabor & Marotta LLC.
CHICO HEALTH: Open System Buying All Assets for $10
---------------------------------------------------
Chico Health Imaging, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of California to authorize the sale of all assets
to Open System MRI, LLC for $10 and the value of assumed
liabilities totaling in excess of $8 million.
The Debtor is a California limited liability company formed in 2015
that operates in Chico, California. Debtor is owned by members
Accellus Health, LLC, Fred Brandon, D.O., and Nonspecific Holdings,
LLC. The Debtor is managed by Kenneth Woolley and Robert Woolley.
The members of Accellus are Kenneth Woolley, Robert Woolley and
Kestra, LLC, a Colorado limited liability company.
The Debtor owns and operates Chico Health Imaging ("CHI"), an
imaging center located at 1555 Springfield Drive, Chico, California
("Springfield Location"), which is equipped with the newest,
state-of-the-art technology in MRI, CT, 3D Mammography, Ultrasound,
DEXA, and X-ray. The Debtor provides necessary healthcare services
to citizens of Chico and the surrounding community.
CHI is managed by WIN4HIM, Inc., a company comprised of people who
are and have been employed for more than thirty years as imaging
diagnostics operations executives and/or involved in imaging
diagnostics. Through such experience, WIN4HIM has acquired
outstanding and special skills and abilities and an extensive
background in and knowledge of CHI's business and the industry and,
as a result, is more than equipped to provide the management
services necessary to effectively operate CHI.
The Debtor and WIN4HIM entered into the management agreement on
Jan. 1, 2017. WIN4HIM is owned 100% by Kenneth Bishop, and is also
the managing member of Open System, the proposed buyer under the
Sale Agreement.
CHI is one of three imaging centers located in Chico, the other two
being North State Medical Group, Inc., doing business as North
State Imaging ("NSR Group") and Open System.
The Debtor's revenue is derived solely from its imaging operations.
In 2016, Debtor's gross operating income averaged approximately
$150,000 per month. From this income, the Debtor is required to
pay various operating expenses including rent pursuant to the "Real
Property Lease" at the Springfield Location and expenses related to
several lease agreements for equipment from General Electric, along
with a master servicing agreement with General Electric ("GE
Agreements"). The Debtor also incurs significant monthly expenses
for, among other things, salaries and wages, IT supplies and
services, radiology fees, and medical supplies. The Debtor's
monthly expenses average approximately $325,000 per month.
The Real Property Lease extends through October 2026, with
estimated future liabilities of approximately $1,520,388. The
monthly lease cost is $25,515 per month which is generally market
value; as such, and in light of the present specialized improvement
of the leased premises, the Debtor believes there is no excess
value in the Real Property Lease.
The GE Agreements require payments over the next five years
totaling in excess of $5,000,000. The Debtor believes that the
value of the leased equipment is significantly less than the amount
remaining due under the GE Agreements.
In addition to the GE Agreements, the Debtor is the borrower on
four loans from General Electric Capital Corp. ("GE"). Those fours
loans ("GE Loans"), used to provide tenant improvements and acquire
certain equipment currently owned by the Debtor, have current
outstanding balances of $915,586, $601,738, $116,920, and $70,844,
for total loan obligations of $1,705,088. The GE Loans are secured
by furniture and equipment at the Springfield Location. Given that
the security is tenant improvements and used equipment, the Debtor
believes it is highly unlikely that the value of the collateral is
equal to the outstanding balances of the GE Loans.
As a result of, among other things, these substantial liabilities,
the Debtor has been, and continues to operate at a net loss each
month currently averaging close to $9,000 per business day, or no
less than $170,000 per month. While the Debtor has continued its
operations for the benefit of patients and the Chico and
surrounding communities, the Debtor has recognized that, as a
result of its revenue shortfall, it will not be able to continue to
operate as a going concern.
Furthermore, the Debtor has been the target of a lawsuit by
competitor NSR Group, which Debtor understands owns and operates
North State Radiology. The lawsuit, captioned North State
Radiology Medical Group, Inc. v. Chico Health Imaging, LLC, et al,
and pending before the Superior Court of the State of California
for the County of Butte as Case No. 16-CV-00965 ("Lawsuit"),
relates to the alleged actions of one of the Debtor's former
managers. While Debtor has sought to reach a consensual agreement
with the NSR Group to bring the NSR Lawsuit to a conclusion, the
NSR Group has advised Debtor that it has no interest in resolving
the litigation but instead, desires to see the Debtor shuttered
completely thereby limiting the consumer/patient options for
imaging services in Chico.
Despite its continued revenue losses and ongoing litigation, the
Debtor has endeavored to locate a means by which it can transition
the Debtor's operations without interrupting patient care. To that
end, the Debtor has undertaken an exhaustive effort to locate a
purchaser for the Debtor's assets. After attempts to locate a
purchaser, only one potential buyer has emerged. As a result of
the Debtor's financial condition, the NSR Litigation, and a series
of meeting between Debtor and its advisors and the prospective
purchaser, Open System, it became apparent that it would be both in
the Debtor's best interests and a condition to a purchase by Open
Systems to conduct a sale process under the supervision and
jurisdiction of the Court with approval of the Sale Agreement
pursuant to the Proposed Order. Thus, on Jan. 14, 2017, the Debtor
and Open System entered into the Sale Agreement.
The Debtor proposes to sell all of assets for $10 and the value of
the Assumed Liabilities. The Assumed Liabilities include, among
other things, the Real Property Lease, GE Agreements, and GE Loans,
which liabilities total more than $8,000,000 over the next 5 to 10
years. Other than those assumed liabilities as provided for in the
Sale Agreement, Open System is not assuming any other liabilities
of the Debtor, including pre-Petition Date or postPetition Date
claims.
The Assets include, among other things: all equipment office
equipment, computers, phone systems, furniture and fixtures; all
inventories and supplies on site; all accounts receivable after
payment of administrative claims, all obligations, rights, and
interests in executory contracts and unexpired equipment leases;
all general intangibles, including software, all obligations,
rights, and interests in the leases for the premises; all books and
records; and all licenses and permits; and patient records.
Currently, certain of the assets are encumbered by the GE Loans
("GE Liens") and, if a pending motion to approve a
debtor-in-possession loan is granted, a lien in favor of Kenneth
Woolley on the accounts receivable related to proposed debtor in
possession financing in the case ("Woolley Lien"). Hologic, Inc.
also has filed a UCC-1 statement with respect to certain equipment
("Hologic Equipment"). The Debtor does not intend to transfer the
Hologic Equipment as, according to Debtor, the equipment has
already been returned to Hologic.
The Debtor is not aware of any other liens or security interests
that may be asserted in the Assets.
The Assumed Liabilities include: (i) Assumed equipment leases,
which are the GE Agreements; (ii) the Debtor's GE Loans; (iii) the
Real Property Lease; and (iv) Assumed executory contracts, which
are identified as those with AS Software, Inc., GE Healthcare
(i.e., the GE Servicing Agreement), Comcast, Digital One aka
ITXtend, McLelland, Merry XRay, Navakai, Inc., Paychex, Ray Morgan
Company, ATS Communications Inc. dba Toshiba, and Via West
("Assumed Contracts").
The Sale Agreement further provides that Accellus, as a principal
of the Debtor, and Kenneth Woolley will remain personal guarantors
on the Real Property Lease and GE Agreements. Further, an entity
with which Kenneth Woolley is affiliated will initially loan
$300,000 to Open System upon the closing of the Sale Agreement and
agree to fund up to $1,000,000 for a period of three years
following closing of the proposed sale. Given the shortfalls in
net income plus the amounts due under the Real Property Lease, the
GE Agreements and the GE Loans, the agreement to, in essence,
backstop the transaction was required by Open System.
Finally, the Sale Agreement requires the Debtor and Woolley to
enter into a Noncompetition and Nonsoliciation Agreement to
prohibit Debtor or Woolley from competing with Open System for a
period of three years and within a fifteen mile radius of the
Springfield Location.
Prior to, but in connection with, the Sale Agreement, Woolley,
entered into an agreement to acquire 40% of Open System ("Woolley
Acquisition") in exchange for $160,000, leaving the remaining 60%
owned 50% by WIN4HIM and 10% by Medical Imaging Specialists, a
medical corporation.
The Sale Agreement provides for the continued operation of the
Springfield Location, continuation of patient care in the Chico and
surrounding communities, and for the overwhelming majority of
Debtor’s creditors to have their agreements assumed by Open
System, all of which is in the best interest of the estate, while
not causing any additional harm to the Debtor's remaining
creditors.
The decision to assume and assign the Assumed Contracts has been
made by Open System and is an integral part of the sale and thus
necessary to maximize the value achieved through the sale.
Moreover, the counterparties to the Assumed Contracts, the Debtor's
current creditors, will have their contracts continue such that
they are in no worse position through the sale but rather, will be
better off. Accordingly, Debtor believes that the assumption and
assignment of the Assumed Contracts is in the best interests of the
estate and its creditors and should be approved.
Here, the Debtor will only be receiving $10 from the sale, with the
majority of the consideration being paid in the form of the Assumed
Liabilities, totaling in excess of $8,000,000. As limited cash is
being exchanged, the requirement to open a separate,
interest-bearing blocked account will create undue burden without
providing any benefit to the estate. Therefore, a waiver of LBR
2015-2(b) is appropriate.
In the case at hand, the Debtor's decision to sell the Assets with
the Assumed Liabilities is supported by a sufficient business
justification, as the Debtor cannot continue to operate at rate of
loss it is currently generating. Thus, Debtor has negotiated the
Sale Agreement which provides that Open System. Accordingly, the
Debtor asks the Court to approve the sale of Assets to Open System
free and clear of any and all liens, claims and encumbrances on the
Assets, except the GE Liens and Woolley Lien.
The Sale Agreement provides the best opportunity to maximize the
value of the Debtor's estate for its creditors. Therefore, to
maximize the value received for the Assets by minimizing accruing
liabilities and providing for the Assumed Contracts, the Debtor
seeks to consummate the sale as soon as possible following approval
of the Sale Agreement.
Accordingly, the Debtor asks that the Court waive the 14-day stay
period under Bankruptcy Rules 6004(h) and 6006(d) or, in the
alternative, if an objection to the proposed sale is filed, reduce
the stay period to the minimum amount of time needed by the
objecting party to file its appeal.
Proposed Counsel for the Debtor:
Gerald M. Gordon, Esq.
Teresa M. Pilatowicz, Esq.
GARMAN TURNER GORDON LLP
650 White Drive, Ste. 100
Las Vegas, Nevada 89119
Telephone: (725) 777-3000
E-mail: ggordon@gtg.legal
tpilatowicz@gtg.legal
- and -
Philip Rhodes, Esq.
PHIL RHODES LAW CORP.
P.O. Box 2911
Fair Oaks, CA 95628
Telephone: (916) 295-1222
E-mail: pjrhodes@philrhodeslaw.com
About Chico Health Imaging
Chico Health Imaging, LLC, a California limited liability company
formed in 2015 that operates in Chico, California. The company is
owned by members Accellus Health, LLC, Fred Brandon, D.O., and
Nonspecific Holdings, LLC. The Debtor is managed by Kenneth
Woolley and Robert Woolley. The members of Accellus are Kenneth
Woolley, Robert Woolley and Kestra, LLC, a Colorado limited
liability company.
The company owns and operates Chico Health Imaging ("CHI"), an
imaging center located at 1555 Springfield Drive, Chico,
California, which is equipped with the newest, state-of-the-art
technology in MRI, CT, 3D Mammography, Ultrasound, DEXA, and X-ray.
The Debtor provides necessary healthcare services to citizens of
Chico and the surrounding community.
CHI is managed by WIN4HIM, Inc., a company comprised of people who
are and have been employed for more than thirty years as imaging
diagnostics operations executives and/or involved in imaging
diagnostics. Through such experience, WIN4HIM has acquired
outstanding and special skills and abilities and an extensive
background in and knowledge of CHI's business and the industry and,
as a result, is more than equipped to provide the management
services necessary to effectively operate CHI.
Chico Health Imaging, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-20247) on Jan.
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.
CHICO HEALTH: Seeks to Hire Garman Turner as Legal Counsel
----------------------------------------------------------
Chico Health Imaging, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to hire legal counsel
in connection with its Chapter 11 case.
The Debtor proposes to hire Garman Turner Gordon LLP to give legal
advice regarding its duties under the Bankruptcy Code, assist in
the sale of its assets, and provide other legal services.
The hourly rates charged by the firm are:
Shareholders $410 - $775
Associates $235 - $385
Paraprofessionals $155 - $190
Gerald Gordon, Esq., and Teresa Pilatowicz, Esq., the attorneys
designated to represent the Debtor, will be paid $775 per hour and
$385 per hour, respectively.
Garman Turner is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Gerald M. Gordon, Esq.
Teresa M. Pilatowicz, Esq.
Garman Turner Gordon LLP
650 White Drive, Ste. 100
Las Vegas, NV 89119
Tel: 725-777-3000
Email: ggordon@gtg.legal
Email: tpilatowicz@gtg.legal
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.
CHIEFTAIN SAND: Hires Donlin Recano as Administrative Agent
-----------------------------------------------------------
Chieftain Sand and Proppant, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Donlin
Recano & Company, Inc. as administrative agent to the Debtors.
Chieftain Sand requires Donlin Recano to:
(a) assist with, among other things, solicitation, balloting
and tabulation and calculation of votes, as well as
preparing any appropriate reports, as required in
furtherance of confirmation of plan(s) of reorganization
(the "Balloting Services");
(b) generate an official ballot certification and testifying,
if necessary, in support of the ballot tabulation results;
(c) in connection with the Balloting Services, handle requests
for documents from parties in interest, including, if
applicable, brokerage firms and bank back-offices and
institutional holders;
(d) gather data in conjunction with the preparation, and assist
with the preparation, of the Debtors' schedules of assets
and liabilities and statements of financial affairs;
(e) provide a confidential data room, if requested;
(f) manage and coordinate any distributions pursuant to a
confirmed plan of reorganization or otherwise; and
(g) provide such other processing, solicitation, balloting and
other administrative services described in the Services
Agreement, but not included in the Section 156(c)
Application, as may be requested from time to time by the
Debtors, the Court or the Clerk.
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 be paid a retainer in the amount of $10,000.
Donlin Recano will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Roland Tomforde, member of Donlin Recano & Company, 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 Debtor and its estates.
Donlin Recano can be reached at:
Roland Tomforde
DONLIN RECANO & COMPANY, INC.
6201 15th Avenue
Brooklyn, NY 11219
Tel: (212) 481-1411
About Chieftain Sand and Proppant, LLC
Chieftain Sand and Proppant, LLC, is a privately-owned producer of
hydraulic fracturing sand ("Frac Sand"), a monocrystalline sand
used as a proppant (a solid material, typically sand, designed to
keep an induced hydraulic fracture open) to enhance oil and gas
product recovery in petroleum-rich unconventional shale deposits.
Frac Sand is known as a "proppant" because it props the fractures
open by forming a network of pore spaces that allow petroleum
fluids to flow out of the rock and into the well.
Chieftain Sand and Proppant, LLC and affiliate Chieftain Sand and
Proppant Barron, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-10064) on Jan. 9, 2017. Judge Kevin Gross is
assigned the cases.
The Debtors hired Gibbons P.C. as counsel, Eisner Amper LLP as
financial advisor, Tudor Pickering Holt Co. as investment bankers,
and Donlin, Recano & Company, Inc., as claims and noticing agent.
CHIEFTAIN SAND: Hires EisnerAmper as Financial Advisor
------------------------------------------------------
Chieftain Sand and Proppant, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
EisnerAmper LLP as financial advisor to the Debtors.
Chieftain Sand requires EisnerAmper to:
(a) assist the Debtors' management team and other
professionals, as necessary, with its liquidity,
financial, operational and strategic planning including
the development of a Chapter 11 strategy;
(b) assist in the negotiations with the various stakeholders,
including stockholders, creditors, employees, and other
parties, as necessary;
(c) assist in the development and negotiations of a plan
reorganization of the Debtor;
(d) if requested, prepare analyses related to potential third
party causes of action, if any;
(e) assist in the administration of the bankruptcy filings
including Schedules of Assets and Liabilities, Statement
of Financial Affairs, the Initial Monthly Operating Report
and Monthly Operating Reports;
(f) provide support in the development of a cash flow budget
(g) work with an Unsecured Creditors' Committee when appointed
to facilitate the flow of information; and
(h) additional assistance as directed by the Debtors'
management, Board of Directors and legal counsel.
EisnerAmper will be paid at these hourly rates:
Partners/Principals/Directors $480-$610
Managers/Senior Managers $320-$475
Paraprofessionals/Staff $125-$310
EisnerAmper will be paid a retainer in the amount of $50,000.
EisnerAmper will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Wayne P. Weitz, member of EisnerAmper LLP, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
EisnerAmper can be reached at:
Wayne P. Weitz
EISNERAMPER LLP
750 Third Avenue
New York, NY 10017
Tel: (212) 949-8700
Fax: (212) 891-4100
About Chieftain Sand and Proppant, LLC
Chieftain Sand and Proppant, LLC, is a privately-owned producer of
hydraulic fracturing sand ("Frac Sand"), a monocrystalline sand
used as a proppant (a solid material, typically sand, designed to
keep an induced hydraulic fracture open) to enhance oil and gas
product recovery in petroleum-rich unconventional shale deposits.
Frac Sand is known as a "proppant" because it props the fractures
open by forming a network of pore spaces that allow petroleum
fluids to flow out of the rock and into the well.
Chieftain Sand and Proppant, LLC and affiliate Chieftain Sand and
Proppant Barron, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-10064) on Jan. 9, 2017. Judge Kevin Gross is
assigned the cases.
The Debtors hired Gibbons P.C. as counsel, Eisner Amper LLP as
financial advisor, Tudor Pickering Holt Co. as investment bankers,
and Donlin, Recano & Company, Inc., as claims and noticing agent.
CHIEFTAIN SAND: Hires Gibbons as General Bankruptcy Counsel
-----------------------------------------------------------
Chieftain Sand and Proppant, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Gibbons P.C. as general bankruptcy counsel to the Debtors.
Chieftain Sand requires Gibbons to:
(a) advise the Debtors of their rights, powers, and duties as
debtors and debtors in possession under chapter 11 of the
Bankruptcy Code;
(b) take action to protect and preserve the Debtors' estates,
including the prosecution of actions on the Debtors'
behalf, the defense of actions commenced against the
Debtors in these chapter 11 cases, the negotiation of
disputes in which the Debtors are involved, and the
preparation of objections to claims filed against the
Debtors;
(c) assist in preparing on behalf of the Debtors motions,
applications, answers, orders, reports, and papers in
connection with the administration of the Debtors'
estates, coordinating service of the same and prosecuting
the same;
(d) prosecute on behalf of the Debtors the proposed plan and
seek approval of all transactions contemplated therein and
in any amendments thereto; and
(e) perform other necessary or desirable legal services in
connection with these chapter 11 cases.
Gibbons will be paid at these hourly rates:
Counsel $425-$855
Associates $295-$465
Paraprofessionals $150-$265
The Debtors paid Gibbons retainer payments of $25,000 on September
26, 2016, $25,000 on October 7, 2016, $75,000 on October 20, 2016,
$40,000 on December 2, 2016, $25,000 on December 13, 2016, $50,000
on December 20, 2016 and $25,000 on January 5, 2017. On October 19,
2016, Gibbons issued its invoice in the amount of $24,627.50, which
invoice was paid on October 31, 2016 from retainer proceeds. On
November 10, 2016, Gibbons issued its invoice in the amount of
$27,919.00, which invoice was paid on November 14, 2016 from
retainer proceeds. On December 7, 2016, Gibbons issued its invoice
in the amount of $69, 797, which invoice was paid on December 8,
2016 from retainer proceeds. On January 9, 2017, Gibbons issued its
invoice in the amount of $138,811.65, which invoice was paid prior
to filing from retainer proceeds. As of the Petition Date, Gibbons
holds a retainer in the amount of $3,844.85.
Gibbons will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Howard A.Cohen, member of Gibbons P.C., 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.
Gibbons can be reached at:
Howard A. Cohen, Esq.
GIBBONS P.C.
300 Delaware Avenue, Suite 1015
Wilmington DE 19801-1761
Tel: (302) 518-6330
Fax: (302) 429-6294
E-mail: hcohen@gibbonslaw.com
About Chieftain Sand and Proppant, LLC
Chieftain Sand and Proppant, LLC, is a privately-owned producer of
hydraulic fracturing sand ("Frac Sand"), a monocrystalline sand
used as a proppant (a solid material, typically sand, designed to
keep an induced hydraulic fracture open) to enhance oil and gas
product recovery in petroleum-rich unconventional shale deposits.
Frac Sand is known as a "proppant" because it props the fractures
open by forming a network of pore spaces that allow petroleum
fluids to flow out of the rock and into the well.
Chieftain Sand and Proppant, LLC and affiliate Chieftain Sand and
Proppant Barron, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-10064) on Jan. 9, 2017. Judge Kevin Gross is
assigned the cases.
The Debtors hired Gibbons P.C. as counsel, Eisner Amper LLP as
financial advisor, Tudor Pickering Holt Co. as investment bankers,
and Donlin, Recano & Company, Inc., as claims and noticing agent.
CHIEFTAIN SAND: Hires Ordinary Course Professionals
---------------------------------------------------
Chieftain Sand and Proppant, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
ordinary course professionals to the Debtors.
Chieftain Sand hires these ordinary course professionals:
Name Type of Service
CliftonLarsonAllen LLP 401(k) audit and employee
benefit plan tax returs.
EKS&H LLLP Corporate tax return
preparation and tax
consulting services.
Goldleaf Partners 401(k) plan administration
and consulting services.
Ruder Ware, L.L.S.C. Legal services with respect
to corporate matters.
The ordinary course professionals can be reached at:
CliftonLarsonAllen LLP
3402 Oakwood Mall Drive
Eau Claire, WI 54701
Tel: (715) 852-1100
EKS&H LLLP
7979 E. Tufts Avenue, Suite 400
Denver, CO 80237-2521
Tel: (303) 740-9400
Fax: (303) 740-9009
Goldleaf Partners
PO Box 806
Brainerd, MN 56401
Tel: (866) 882-8442
Ruder Ware, L.L.S.C.
PO Box 187
Eau Claire, WI 54702-0187
Tel: (715) 834-3425
Fax: (715) 834-9240
About Chieftain Sand and Proppant, LLC
Chieftain Sand and Proppant, LLC, is a privately-owned producer of
hydraulic fracturing sand ("Frac Sand"), a monocrystalline sand
used as a proppant (a solid material, typically sand, designed to
keep an induced hydraulic fracture open) to enhance oil and gas
product recovery in petroleum-rich unconventional shale deposits.
Frac Sand is known as a "proppant" because it props the fractures
open by forming a network of pore spaces that allow petroleum
fluids to flow out of the rock and into the well.
Chieftain Sand and Proppant, LLC and affiliate Chieftain Sand and
Proppant Barron, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-10064) on Jan. 9, 2017. Judge Kevin Gross is
assigned the cases.
The Debtors hired Gibbons P.C. as counsel, Eisner Amper LLP as
financial advisor, Tudor Pickering Holt Co. as investment bankers,
and Donlin, Recano & Company, Inc., as claims and noticing agent.
CHIEFTAIN SAND: Hires Tudor Pickering as Investment Banker
----------------------------------------------------------
Chieftain Sand and Proppant, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Tudor
Pickering Holt & Co. Advisors, LLC as investment banker to the
Debtors.
Chieftain Sand requires Tudor Pickering to act as the Debtors'
exclusive financial advisor with respect to a Sale.
Sale refers to the direct or indirect sale, whether in one or a
related series of transactions, of 50% or more of the business,
assets or the capital stock of the Debtors, or any merger,
consolidation or other business combination, as well as any tender
or exchange offer, negotiated purchase, leveraged buyout,
recapitalization, reorganization, restructuring, or any other
transaction that, in each case, results in the effective sale,
transfer, or other disposition of 50% or more of the business or
assets of the Debtors to a third party, including to any 'stalking
horse bidder' or any other interested or related party) or the
effective sale, transfer or other disposition of 50% of the capital
stock of the Debtors to a third party, including to any 'stalking
horse bidder' or any other interested or related party.
Tudor Pickering will be paid as follows:
a. A monthly retainer fee (the "Monthly Fee") of $75,000 per
month, with first payable upon the execution of the Second
Amendment, prorated for the number of days remaining in
the month, and thereafter, in advance of the first day of
each month. Such fee shall be creditable, to the extent
paid and without duplication, against the fees payable
under clause (b) below; and:
b. A single transaction fee equal to the greater of: (i) the
sum of 10% of the Aggregate Consideration, as defined,
up to $10 million and 5% of the Aggregate
Consideration in excess of $20 million; and (ii) $500,000;
payable upon the consummation of a Transaction 9 (the
"Transaction Fee"); or
c. In the event a definitive agreement regarding a Sale is
entered into and the Sale contemplated by such definitive
agreement is not consummated and the Debtors or any of
their affiliates receives, whether on one or several
occasions, a termination, breakup, topping, other similar
fee or any other form of compensation or expense
reimbursement, whether payable in cash, property or
securities (a "Breakup Fee"), the Debtors shall pay Tudor
Pickering an amount, in cash, equal to the lesser of (x)
15% of the fair market value, at the time of payment, of
any such Breakup Fee or (y) the aggregate compensation that
Tudor Pickering would have received if the Sale had been
consummated (the "Tudor Pickering Breakup Fee"). The Tudor
Pickering Breakup Fee shall be payable to Tudor Pickering
upon receipt by the Debtors of any such Breakup Fee, and
shall reduce, on a dollar-for-dollar basis the amount of
any Transaction Fee pursuant to this agreement upon the
closing of a Sale. In the event that the Breakup Fee is
paid to the Debtors in the form of securities or other
assets, the value of such payment, for purposes of
calculating the Tudor Pickering Breakup Fee shall be the
fair market value thereof on the day such Breakup Fee is
paid to the Debtors, provided that, if such Breakup Fee
includes securities with an existing public trading market,
the value thereof shall be determined by the average
closing prices for such securities for the five trading
days ending one business day prior to such payment.
d. In addition to any fees that may be payable to Tudor
Pickering under the Engagement Agreement, the Debtors will,
upon request, promptly reimburse Tudor Pickering for its
routine, reasonable and documented out-of-pocket expenses
from the date of the Second Amendment, including the fees
and expenses of its legal counsel (including, but not
limited to, negotiation of and Bankruptcy Court approval of
the Engagement Agreement and any litigation related
thereto, any discovery process related to the Engagement
Agreement or the services provided by Tudor Pickering
therein; provided that the Debtors shall not be obligated
to reimburse Tudor Pickering in connection with any dispute
that may arise in connection with the payment of Tudor
Pickering's fees or expenses. Such expenses shall not
exceed $50,000 in the aggregate without the prior written
consent of the Debtors. For the avoidance of doubt, such
limitation does not apply to the indemnifications in Annex
A of the Engagement Agreement.
Max Barett, member of Tudor Pickering Holt & Co. Advisors, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Tudor Pickering can be reached at:
Max Barett
TUDOR PICKERING HOLT & CO. ADVISORS, LLC
1111 Bagby, Suite 5100
Houston, TX 77002
Tel: (713) 333-7100
About Chieftain Sand and Proppant, LLC
Chieftain Sand and Proppant, LLC, is a privately-owned producer of
hydraulic fracturing sand ("Frac Sand"), a monocrystalline sand
used as a proppant (a solid material, typically sand, designed to
keep an induced hydraulic fracture open) to enhance oil and gas
product recovery in petroleum-rich unconventional shale deposits.
Frac Sand is known as a "proppant" because it props the fractures
open by forming a network of pore spaces that allow petroleum
fluids to flow out of the rock and into the well.
Chieftain Sand and Proppant, LLC and affiliate Chieftain Sand and
Proppant Barron, LLC, sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-10064) on Jan. 9, 2017. Judge Kevin Gross is
assigned the cases.
The Debtors hired Gibbons P.C. as counsel, Eisner Amper LLP as
financial advisor, Tudor Pickering Holt Co. as investment bankers,
and Donlin, Recano & Company, Inc., as claims and noticing agent.
CLAYTON WILLIAMS: Inks Non-Dissent Agreement With Mr. Williams
--------------------------------------------------------------
Noble Energy, Inc., Wild West Merger Sub, Inc., an indirect wholly
owned subsidiary of Noble Energy, NBL Permian LLC, an indirect
wholly owned subsidiary of Noble Energy, and Clayton Williams
Energy, Inc., entered into an Agreement and Plan of Merger on Jan.
13, 2017, pursuant to which Noble Energy will acquire Clayton
Williams Energy, Inc. in exchange for a combination of shares of
common stock, par value $0.01 per share, of Noble Energy and cash.
Upon the terms and subject to the conditions of the Merger
Agreement, (i) Merger Sub will merge with and into the Issuer, with
the Issuer continuing as the surviving corporation in the Merger
and an indirect wholly owned subsidiary of Noble Energy, and (ii)
thereafter, the Issuer will merge with and into Merger Sub II, with
Merger Sub II continuing as the surviving company and an indirect
wholly owned subsidiary of Noble Energy.
Contemporaneously with the execution of the Merger Agreement, Noble
Energy and the Issuer entered into an Agreement Not To Dissent,
dated Jan. 13, 2017, with Mr. Williams, pursuant to which Mr.
Williams agreed, among other things, not to exercise or assert any
appraisal rights under Section 262 of the DGCL in connection with
the Merger. Mr. Williams also has agreed, among other things,
during the period from Jan. 13, 2017, to and including the date of
termination of the Merger Agreement, if any, (a) not to transfer
any CWEI Common Shares held by the reporting persons as of Jan. 13,
2017, and (b) to vote all of such CWEI Common Shares against any
alternative proposals and against any amendment of the Issuer's
certificate of incorporation or by-laws or other proposal or
transaction involving the Issuer or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner
delay, impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or any of the transactions contemplated by the Merger
Agreement or change in any manner the voting rights of any
outstanding class of capital stock of the Issuer. If the Merger
Agreement is terminated by the Noble Energy in certain
circumstances, including if the Issuer stockholders do not adopt
the Merger Agreement, then the term of the Applicable Period under
the CW Non-Dissent Agreement will be extended for an additional 180
days following the termination of the Merger Agreement.
Mr. Williams reported beneficial ownership of 3,110,734 shares of
Clayton Williams Energy, Inc. representing 18.1 percent of the
shares outstanding.
A full-text copy of the regulatory filing is available at:
https://is.gd/NkwV87
About Clayton Williams
Midland, Texas-based Clayton Williams Energy, Inc. is an
independent oil and gas company engaged in the exploration for and
production of oil and natural gas primarily in Texas and New
Mexico. On Dec. 31, 2015, the Company's estimated proved reserves
were 46,569 MBOE, of which 78% were proved developed. The
Company's portfolio of oil and natural gas reserves is weighted in
favor of oil, with approximately 83% of its proved reserves at Dec.
31, 2015, consisting of oil and natural gas liquids and
approximately 17% consisting of natural gas. During 2015, the
Company added proved reserves of 3,542 MBOE through extensions and
discoveries, had downward revisions of 26,158 MBOE and had sales of
minerals-in-place of 472 MBOE. The Company also had average net
production of 15.8 MBOE per day in 2015, which implies a reserve
life of approximately 8.1 years.
Clayton Williams reported a net loss of $98.2 million in 2015
following net income of $43.9 million in 2014.
As of Sept. 30, 2016, Clayton Williams had $1.43 billion in total
assets, $1.25 billion in total liabilities and $182.8 million in
stockholders' equity.
* * *
In July 2016, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on Clayton Williams Energy. The ratings reflect
S&P's assessment that the company's debt leverage is unsustainable,
debt to EBITDA expected to average above 15x over the next three
years. The ratings also reflect S&P's assessment of liquidity as
adequate.
In January 2017, Moody's Investors Service placed the ratings of
Clayton Williams Energy (Caa3) under review for upgrade following
the announcement of a definitive agreement to be acquired by Noble
Energy (Baa3 stable) in a transaction valued at $3.2 billion,
including the assumption of Clayton Williams' approximately $500
million of net debt. The review for upgrade is based on the
potential benefit of Clayton Williams being supported by the
stronger credit profile and greater financial flexibility of Noble.
CLAYTON WILLIAMS: Inks Non-Dissent Pact Williams Children's
-----------------------------------------------------------
Noble Energy, Inc., Wild West Merger Sub, Inc., an indirect wholly
owned subsidiary of Noble Energy, NBL Permian LLC, an indirect
wholly owned subsidiary of Noble Energy, and Clayton Williams
Energy, Inc., entered into an Agreement and Plan of Merger on Jan.
13, 2017, pursuant to which Noble Energy will acquire Clayton
Williams Energy in exchange for a combination of shares of common
stock, par value $0.01 per share, of Noble Energy and cash.
Upon the terms and subject to the conditions of the Merger
Agreement, (i) Merger Sub will merge with and into the Issuer, with
the Issuer continuing as the surviving corporation in the Merger
and an indirect wholly owned subsidiary of Noble Energy, and (ii)
thereafter, the Issuer will merge with and into Merger Sub II, with
Merger Sub II continuing as the surviving company and an indirect
wholly owned subsidiary of Noble Energy.
Contemporaneously with the execution of the Merger Agreement, Noble
Energy and the Issuer entered into an Agreement Not to Dissent with
The Williams Children's Partnership Ltd., pursuant to which The
Williams Children's Partnership Ltd. agreed, among other things,
not to exercise or assert any appraisal rights under Section 262 of
the DGCL in connection with the Merger. The Williams Children's
Partnership Ltd. also has agreed, among other things, during the
period from Jan. 13, 2017, to and including the date of termination
of the Merger Agreement, if any, (a) not to transfer any CWEI
Common Shares held by the reporting persons as of Jan. 13, 2017,
and (b) to vote all of such CWEI Common Shares against any
alternative proposals and against any amendment of the Issuer's
certificate of incorporation or by-laws or other proposal or
transaction involving the Issuer or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner
delay, impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or any of the transactions contemplated by the Merger
Agreement or change in any manner the voting rights of any
outstanding class of capital stock of the Issuer. If the Merger
Agreement is terminated by Noble Energy in certain circumstances,
including if the Issuer stockholders do not adopt the Merger
Agreement, then the term of the Applicable Period under the Trust
Non-Dissent Agreement will be extended for an additional 180 days
following the termination of the Merger Agreement.
The Williams Children's Partnership, Ltd. reported beneficial
ownership of 3,041,412 common shares of Clayton Williams Energy,
Inc. representing 17.7 percent of the shares outstanding.
A full-text copy of the regulatory filing is available at:
https://is.gd/peqpLH
About Clayton Williams
Midland, Texas-based Clayton Williams Energy, Inc. is an
independent oil and gas company engaged in the exploration for and
production of oil and natural gas primarily in Texas and New
Mexico. On Dec. 31, 2015, the Company's estimated proved reserves
were 46,569 MBOE, of which 78% were proved developed. The
Company's portfolio of oil and natural gas reserves is weighted in
favor of oil, with approximately 83% of its proved reserves at Dec.
31, 2015, consisting of oil and natural gas liquids and
approximately 17% consisting of natural gas. During 2015, the
Company added proved reserves of 3,542 MBOE through extensions and
discoveries, had downward revisions of 26,158 MBOE and had sales of
minerals-in-place of 472 MBOE. The Company also had average net
production of 15.8 MBOE per day in 2015, which implies a reserve
life of approximately 8.1 years.
Clayton Williams reported a net loss of $98.2 million in 2015
following net income of $43.9 million in 2014.
As of Sept. 30, 2016, Clayton Williams had $1.43 billion in total
assets, $1.25 billion in total liabilities and $182.8 million in
stockholders' equity.
* * *
As reported by the TCR on Aug. 2, 2016, S&P Global Ratings affirmed
its 'CCC+' corporate credit rating on Clayton Williams Energy. The
ratings reflect S&P's assessment that the company's debt leverage
is unsustainable, debt to EBITDA expected to average above 15x over
the next three years. The ratings also reflect S&P's assessment of
liquidity as adequate.
The TCR reported on Jan. 19, 2017, that Moody's Investors Service
placed the ratings of Clayton Williams Energy, Inc. (Caa3) under
review for upgrade following the announcement of a definitive
agreement to be acquired by Noble Energy (Baa3 stable) in a
transaction valued at $3.2 billion, including the assumption of
Clayton Williams' approximately $500 million of net debt. The
review for upgrade is based on the potential benefit of Clayton
Williams being supported by the stronger credit profile and greater
financial flexibility of Noble.
COMPREHENSIVE PHYSICIANS: Can Use C1 Bank Cash on Final Basis
-------------------------------------------------------------
Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Comprehensive Physicians Services,
Inc., and Paul Kevin Christian to use C1 Bank's cash collateral on
a final basis.
The approved Monthly Budget provided for total disbursements in the
amount of $56,176.
The Debtors were authorized to use cash collateral, consisting of
among others, cash, deposit accounts, and accounts receivable, to
pay:
(a) amounts expressly authorized by the Court, including
payments to the U.S. Trustee for quarterly fees;
(b) the current and necessary expenses set forth in the
approved Budget; and
(c) additional amounts approved in writing by C1 Bank.
C1 Bank is granted replacement liens in and upon all categories and
types of collateral in which it held a security interest and lien
as of the Petition Date, to the same extent, validity and priority
that C1 Bank held as of the Petition Date.
The Debtors are directed to maintain insurance coverage for the
collateral in accordance with the obligations under the loan and
security documents.
A full-text copy of the Final Order, dated January 20, 2017, is
available at
http://bankrupt.com/misc/ComprehensivePhysicians2016_816bk09905cpm_52.pdf
About Comprehensive Physicians Services
Based in Riverview, Florida, Comprehensive Physician Services,
Inc., is a multi-disciplinary practice that specializes in the care
of injury victims.
Comprehensive Physician Services filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 16-09905) on Nov. 18, 2016.
The petition was represented by Paul K. Christian, president. The
case is assigned to Judge Catherine Peek McEwen.
The Debtor estimated assets and liabilities between $500,001 and $1
million.
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler,
P.A., serves as the Debtor's bankruptcy counsel.
CONDO 64: Authorized to Use Cash Collateral Through March 23
------------------------------------------------------------
James J. Tancredi of the U.S. Bankruptcy Court for the District
Connecticut authorized Condo 64, LLC to use American Eagle
Financial Credit Union's cash collateral from Jan. 22, 2017 through
March 23, 2017.
The Debtor owns property consisting of 67 of the 112 condominium
units and the leases and rents in connection therewith at the
location known as 505-509 Burnside Avenue, East Hartford. The
Property is subject to the liens and security interests of American
Eagle Financial Credit Union.
The Debtor is indebted to American Eagle Financial Credit Union in
the amount of $2,489,101 with accrued interest of $276,423,
together with late charges, attorney's fees, and other amounts
outstanding under the Loan Documents.
Judge Tancredi acknowledged that it is essential to the Debtor's
business and operations that it obtains an order to use cash on
hand and rental payments from the Debtor's operation of its
Property, to pay ordinary course of business expenses including
insurance, property maintenance, employees, repairs, utilities,
common interest charges and taxes. He further acknowledged that
without Court authority for the use of cash collateral, the Debtor
will suffer irreparable harm.
The Debtor is authorized to use cash collateral up to the maximum
amount of $101,765, to be disbursed for payment of the expenses set
forth in the approved Budget.
The approved Operating Budget covers the period Jan. 23, 2017
through Feb. 23, 2017, and provides for total expenses in the
amount of $50,124.
American Eagle Financial Credit Union is granted the following
replacement liens:
(1) a continuing postpetition lien and security interest in
all prepetition property of the Debtor as it existed on the
Petition Date, of the same type against which American Eagle
Financial Credit Union held validly protected liens and security
interests as of the Petition Date; and
(2) a continuing postpetition lien in all property acquired by
the Debtor after the Petition Date.
The Debtor is directed to pay American Eagle Financial Credit Union
the sum of $7,500 for the months of December and January over the
next 60 days, or until March 23, 2017.
A final hearing on the Debtor's use of cash collateral is scheduled
on March 16, 2017 at 10:00 a.m.
A full-text copy of the Order, dated Jan. 20, 2017, is available at
http://bankrupt.com/misc/Condo642015_1521797_151.pdf
About Condo 64, LLC
Condo 64, LLC, owner of 67 of the 112 condominium units and the
leases and rents in connection therewith at the location known as
505-509 Burnside Avenue, East Hartford, filed a chapter 11 petition
(Bankr. D. Conn. Case No. 15-21797) on Oct. 16, 2015. The
petition was signed by Oliver C. Pinkard, managing member. The
case is assigned to Judge Ann M. Nevins. The Debtor disclosed
total assets at $4.6 million and total liabilities at $3.1 million
at the time of the filing.
The Debtor is represented by Kaitlin M. Humble, Esq. and Craig I.
Lifland, Esq., at Halloran & Sage LLP.
CONGREGATION ACHPRETVIA: Unsecureds to Recoup 100% Under Plan
-------------------------------------------------------------
Congregation Achpretvia Tal Chaim Sharhayu Shor filed with the U.S.
Bankruptcy Court for the Southern District of New York a disclosure
statement for its plan of liquidation, dated Jan. 20, 2017, a
full-text copy of which is available for free at:
http://bankrupt.com/misc/nysb16-10092-96.pdf
The Plan provides for:
(i) the dissolution of the Debtor under New York Religious
Corporations Law ("RCL") Section 18;
(ii) the payment of all Allowed Claims in full from the Debtor in
possession financing;
(iii) the repayment of the DIP Financing to the Debtor's
post-petition lender 163 E. 69 DIP Lender, LLC along with
post-confirmation expenses, U.S. Trustee fees and taxes from the
proceeds from the eventual sale of the Property; and
(iv) distribution of any excess proceeds after payment of the
Congregation's debts to one or more religious, benevolent, or
charitable objects or purposes as the New York Court may approve in
accordance with Section 18 of the RCL.
Class 5, Unsecured Claims, is unimpaired under the Plan. Holders of
Class 5 unsecured claims will receive (i) a cash payment from the
Disbursement Agent in the full amount of each holder's allowed
unsecured claim with post-petition interest calculated at the
federal judgment rate on the Effective Date, or as soon thereafter
as practicable after such claim becomes an allowed unsecured claim,
or (ii) such other treatment as may otherwise be agreed to in
writing by the Debtor and the holder of such unsecured claim.
Unsecured claims total $386,689.66.
Funding for the Plan will be from the DIP Loan and the sale of the
Debtor's Property.
About Congregation Achpretvia
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. Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the
Debtor's counsel. The Congregation listed total assets of $18
million and total liabilities of $472,502.
CREASY GEOTHERMAL: Seeks to Hire Zalkin Revell as Legal Counsel
---------------------------------------------------------------
Creasy Geothermal & Well Drilling, Inc. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Georgia to hire
legal counsel in connection with its Chapter 11 case.
The Debtor proposes to hire Zalkin Revell, PLLC to give legal
advice regarding its duties under the Bankruptcy Code, pursue
claims, prepare a bankruptcy plan, and provide other legal
services.
Kenneth Revell, Esq., the attorney designated to represent the
Debtor, will be paid an hourly rate of $300.
Mr. Revell 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:
Kenneth W. Revell, Esq.
Zalkin Revell, PLLC
2410 Westgate Dr., Suite 100
Albany, GA 31707
Phone: (229) 435-1611
Fax: (866) 560-7111
Email: krevell@zalkinrevell.com
About Creasy Geothermal
Creasy Geothermal & Well Drilling, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No.
17-70043) on January 15, 2017. The case is assigned to Judge John
T. Laney, III.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
CREEKSIDE CANCER CARE: Has Cash Access Until Feb. 10
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado entered a
second interim order, authorizing Creekside Cancer Care, LLC, to
use cash collateral on an interim basis through a final hearing
scheduled for Feb. 10, 2017.
MidFirst Bank claims a first priority lien on, and security
interest in, most of the Debtor's assets, including the Debtor's
cash, accounts, and the proceeds thereof, pursuant to certain
credit agreements.
The Debtor and MidFirst assert that the cash on hand as of the
Petition Date and cash generated after the Petition Date
constitutes "cash collateral" as such term is used in Section 363
of the Bankruptcy Code.
On Dec. 23, 2016, the Court entered its First Interim Order,
authorizing the Debtor to use cash collateral from the Petition
Date to the hearing date scheduled for Jan. 11, 2017. Of the First
Interim Order, the Debtor erroneously paid from Cash Collateral
$8,447 in rent expense that was not authorized by the First Interim
Order (the "Partial Rent Payment"). The Debtor has represented
that the Partial Rent Payment will be reimbursed to the Debtor's
Debtor-in- Possession account at Guaranty Bank (the "DIP Account")
no later than Jan. 11, 2017.
The Debtor asserted that an immediate need exists for the Debtor to
use Cash Collateral to continue to operate strictly in compliance
with a budget covering the period of Jan. 11, 2017 through a final
hearing, to, inter alia, pay wages and other direct operating
expenses, to maintain vendor and customer support and generally
conduct its business affairs so as to avoid immediate and
irreparable harm to its estate and the value of its assets.
MidFirst consents to the Debtor's continued interim use of Cash
Collateral.
In its Second Interim Order, the Court ruled,
"The Motion is GRANTED on an interim basis and, subject to the
reimbursement of the Partial Rent Payment by January 11, 2017, the
Debtor may use Cash Collateral to pay its ordinary and necessary
customary business expenses from January 11, 2017 through the date
of a final hearing pursuant to and in conformity with this Order
and the Second Interim Budget... provided that such use shall not
be in excess of cash on hand, or collections actually received in
connection with accounts existing on the Petition Date and
generated thereafter. In no event shall the Debtor use Cash
Collateral to pay any items except as set forth in the Second
Interim Budget or as may be consented to by MidFirst."
"MidFirst is not required to advance to the Debtor any amounts that
may be available for lending under the Prepetition Credit
Agreements."
The Court also ruled that in addition to the existing rights and
interests of the Prepetition Lenders in the Cash Collateral and for
the purposes of providing adequate protection for the use of Cash
Collateral on an interim basis, the Court approves the following:
a) The Debtor hereby grants MidFirst and other secured creditors
a valid, perfected and enforceable post-petition security interest
and lien ("Replacement Liens") in and upon all post-petition
accounts and income that are derived from operation of the Debtor's
business and operation of the Debtor's assets, to the extent that
the use of cash results in a decrease in the value of secured
creditor's interest in the collateral pursuant to 11 U.S.C. Sec.
361(2); provided, however, that the Replacement Liens shall not
attach to any causes of action under chapter 5 of the Bankruptcy
Code. All replacement liens will hold the same relative priority
to assets as did the prepetition liens as of the Petition Date. The
Replacement Liens granted will be in addition to all security
interests, liens, and rights of setoff in favor of MidFirst and the
other Prepetition Lenders, and will be valid, perfected,
enforceable and effective as of the date of the entry of this
Second Interim Order without any further action by the Debtor or
the Prepetition Lenders and without the necessity of the execution,
filing or recordation or any financing statements, security
agreements, or other perfection documents.
b) The Debtor will only use cash collateral in accordance with
the Second Interim Budget, subject to an aggregate deviation not to
exceed 10% without the prior agreement of MidFirst, the SBA, and
Northeast Bank or an order of the Court;
c) The Debtor will maintain all insurance policies in effect as
of the Petition Date and keep all collateral fully insured;
d) The Debtor will provide MidFirst by every Friday, a report
showing the following information for the preceding week:
1. Cash balance.
2. Expenditures (by providing a copy of the
check/disbursement register).
3. Accounts receivable aging report;
e) The Debtor will maintain in good repair all of the secured
creditors' collateral; and
f) The reimbursement in respect of the Partial Rent Payment,
once deposited in the Debtor's DIP Account, will be subject to the
security interests of secured creditors in the same relative
priority as prepetition security interests in the Debtor's
accounts.
The Motion is set for a final hearing at 9:30 a.m. on Feb. 10,
2017. The objections to entry of the Final Order on the Motion
will be in writing and shall be filed with the United States
Bankruptcy Clerk for the District of Colorado, no later than Feb.
3, 2017, which objections shall be served so that the same are
actually received on such date by counsel to the Debtor.
A full-text copy of the Second Interim Order, dated Dec. 23, 2016,
is available at
http://bankrupt.com/misc/cob16-21943_80_Cash_Ord_Creekside.pdf
About Creekside Cancer Care
Creekside Cancer Care, LLC, filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 16-21943) on Dec. 9, 2016. The petition was signed
by Charles Kelley Simpson, sole member. The Debtor is represented
by Steven E. Abelman, Esq., Samuel M. Kidder, Esq., and Michael J.
Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP. The Debtor
estimated assets and liabilities at $1 million to $10 million.
The Debtor is engaged in the business as a cancer care and
treatment center. The Debtor provides a range of non-invasive
radiation therapy treatment options to its patients. The Debtor is
based in Lafayette, CO.
CTI BIOPHARMA: Appoints Syndax President as Director
----------------------------------------------------
CTI BioPharma Corp. announced that Michael A. Metzger has been
appointed a director of CTI BioPharma. Mr. Metzger brings
extensive experience leading and growing companies in the
biopharmaceutical industry over the last 20 years.
"We are pleased to welcome Michael to the Board of CTI BioPharma,"
said Richard Love, interim president and CEO of CTI BioPharma.
"Michael is an accomplished leader and builder of biotech companies
and his track record of success in creating value for shareholders
through business development and strategic financial transactions
will be a valuable resource for us as our programs continue to
progress."
Mr. Metzger is currently president and chief operating officer of
Syndax Pharmaceuticals, Inc., a publicly traded immuno-oncology
biopharmaceutical company. Mr. Metzger served as president and
chief executive officer of Regado Biosciences, Inc., a former
publicly traded biotechnology company, from 2013 to 2015, where he
oversaw the Company's successful merger with Tobira Therapeutics,
Inc. in 2015 and acted as an advisor to Tobira during its
subsequent sale to Allergan in 2016. Previously, Mr. Metzger
served as executive vice president and chief operating officer at
Mersana Therapeutics, a privately held biotechnology company
developing novel immunoconjugate therapies for cancer, from 2011 to
2013 and in senior business development positions including leading
mergers and acquisitions at Forest Laboratories, Inc. from 2006 to
2011. Mr. Metzger served as vice president corporate development
at Onconova Therapeutics, Inc., from 2001 until 2006, and was a
managing director at MESA Partners, Inc., a venture capital firm,
from 1997 to 2001. Mr. Metzger holds a B.A. from George Washington
University and an M.B.A. in Finance from the New York University
Stern School of Business.
"I look forward to working closely with the board and management of
CTI BioPharma to help the company reach the next level of success
as it develops and commercializes innovative therapeutics," said
Mr. Metzger. "CTI Biopharma is at a transformation point with an
opportunity to address an important unmet need in myelofibrosis
with pacritinib and I am excited to join their efforts."
Mr. Metzger will be compensated for his service on the Board in
accordance with the Company's Director Compensation Policy as in
effect from time to time. In connection with his appointment to
the Board and in accordance with the Company's Director
Compensation Policy as currently in effect, Mr. Metzger received a
grant under the Company's 2015 Equity Incentive Plan of 20,121
restricted stock units. The restricted stock units will vest on
the first to occur of (1) Jan. 20, 2018, (2) immediately prior to
the first annual meeting of the Company’s shareholders that
occurs in 2018 and at which one or more members of the Board are to
be elected, or (3) immediately prior to the occurrence of a Change
in Control, subject to Mr. Metzger's continued service through such
date or event.
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $122.62 million on $16.11 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss
attributable to common shareholders of $96.0 million on $60.07
million of total revenues for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, CTI Biopharma had $76.48 million in total
assets, $63.96 million in total liabilities and $12.51 million in
total shareholders' equity.
The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on its
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, and for the year ended
Dec. 31, 2014, regarding their substantial doubt as to the
Company's ability to continue as a going concern. The Company said
that although its independent registered public accounting firm
removed this going concern explanatory paragraph in its report on
our Dec. 31, 2015, consolidated financial statements, the Company
expects to continue to need to raise additional financing to fund
its operations and satisfy obligations as they become due.
According to the Company, the inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of its common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and the
Company cannot guarantee that it will not receive such an
explanatory paragraph in the future.
CUZCO DEVELOPMENT: JCCHO & Yedang Ask Court to OK Plan Outline
--------------------------------------------------------------
JCCHO Hawaii, LLC, and Yedang Entertainment USA, Inc., filed with
the U.S. Bankruptcy Court for the District of Hawaii on Jan. 19,
2017, a motion for approval of the disclosure statement for their
proposed first amended plan of liquidation for Cuzco Development
USA, LLC, dated Jan. 18, 2017.
The Plan Proponents have submitted a competing Chapter 11 plan, the
First Amended Plan of Liquidation, which calls for the liquidation
of the Debtor's assets and projects full payment to the creditors,
with interest, and a return to the Debtor's equity holders of
approximately $3 million. As reported reported by the Troubled
Company Reporter on Jan. 19, 2017, the Plan Proponents proposed in
their plan of liquidation that a plan administrator be appointed to
liquidate the Debtor's assets and distribute the proceeds to
creditors to pay their allowed claims in full and return a
meaningful distribution to the Debtor's equity interest holders
pursuant to the terms of the Liquidation Plan. The Liquidation
Plan provides for an immediate sale of the Debtor's real property
to a well-qualified buyer for the appraised value of $45 million,
with the sale to close within approximately 60 days of the plan
confirmation hearing on Feb. 13, 2017.
The Plan Proponents request that:
a. a hearing on the confirmation of the Plan of Liquidation
be scheduled for a date that is no more than 60 days from
the hearing date on this motion;
b. the ballots be submitted no later than 5:00 p.m.
prevailing Hawaii Standard Time on the day that is seven
business days before the confirmation hearing.
c. the confirmation brief and declarations in support of the
confirmation be filed 21 days prior to the Confirmation
Hearing;
d. any reply briefs and rebuttal declarations be filed three
days before the Confirmation Hearing; and
e. the deadline to submit the ballot tabulation be on the
day that is five business days before the confirmation
hearing.
A copy of the Motion is available at:
http://bankrupt.com/misc/hib-16-00636-381.pdf
About Cuzco Development
Cuzco Development U.S.A., LLC, sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 16-00636) on
June 20, 2016.
The petition was signed by Kay Nakano, responsible individual. The
case is assigned to Judge Robert J. Faris.
At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.
The confirmation hearing on the Debtor's plan of reorganization is
on Feb. 13, 2017. The TCR reported on Dec. 23, 2016, that Judge
Faris approved the Debtor's first amended disclosure statement for
its Chapter 11 plan of reorganization, dated Dec. 5, 2016, which
proposed that the holder of an allowed general unsecured claims
receive on account of its claim in full and complete satisfaction,
discharge and release thereof: 100% of their allowed claims with
post-petition interest at 3% simple interest per annum paid in full
within 30 days after the Refinance deadline.
DESERT INN STEAK: Hires Glenn Williams as Attorney
--------------------------------------------------
Desert Inn Steak House, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Glenn H. Williams, P.A. as attorney to the Debtor.
Desert Inn requires Williams to:
a. take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of all
contested matters on the Debtor's behalf, the defense of
any contested matters commenced against the Debtor,
negotiations concerning a reorganization plan and
objections to claims filed against the estate;
b. prepare for the debtor in possession all necessary
applications, answers, orders, reports, and papers
necessary in the administration of the estate; and
c. prepare and file the Chapter 11 Plan and perform all other
necessary legal services in the reorganization case.
Williams will be paid at the hourly rate of $200.
Williams will be paid a retainer in the amount of $9,000.
Williams will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Glenn H. Williams, member of Glenn H. Williams, P.A., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Williams can be reached at:
Glenn H. Williams, Esq.
GLENN H. WILLIAMS, P.A.
201 North Pearman Avenue
Cleveland, MS 38732
Tel: (662) 843-3797
About Desert Inn Steak House, Inc.
Desert Inn Steak House, Inc., based in Cleveland, MS, engaged in
the restaurant and apartment rental business, filed a Chapter 11
petition (Bankr. N.D. Miss. Case No. 16-14455) on December 22,
2016. The Hon. Neil P. Olack presides over the case. Glenn H.
Williams, Esq. at Glenn H. Williams, P.A., to serve as bankruptcy
counsel.
In its petition, the Debtor estimated $3,500 in assets and $1.04
million in liabilities. The petition was signed by Willie Jackson,
president.
DIOCESE OF STOCKTON: Obtains Court Approval of Ch. 11 Exit Plan
---------------------------------------------------------------
The Hon. Christopher M. Klein of the U.S. Bankruptcy Court for the
Eastern District of California issued a in findings of fact and
conclusions of law regarding the Plan of Reorganization proposed by
the Roman Catholic Diocese of Stockton and ruled that the Plan was
proposed in good faith by the Debtor and not by any means forbidden
by law.
The Plan complies with all applicable provisions of the U.S.
Bankruptcy Code. No party filed an objection to confirmation of
the Plan.
The Plan provides for the appointment of Omni Management
Acquisition Corp., or any validly selected successor, as the
Trustee of the Trust, to be retained as of the Effective Date, to
oversee and administer the Trust pursuant to the terms of the Plan.
Based on the Declaration of Eric Schwartz In Support of Findings
of Fact And Conclusions of Law Regarding Debtor's Plan of
Reorganization Dated October 26, 2106, it appears that Omni does
not hold or represent an interest adverse to the Trust and that the
appointment of Omni as the Trustee is consistent with the interests
of Creditors and with public policy. The Reorganized Debtor will
continue to be managed as a corporation sole. The individuals
identified in the declarations in support of confirmation of the
Plan have been involved in management of the Debtor's affairs for
many years. Accordingly, the Plan satisfies the requirements of
Section 1129(a)(5) of the Bankruptcy Code.
Pursuant to the court order on Debtor's motion to determine
classification of claims, the Court has approved and reaffirmed the
approval, the classification requirements for Classes 12, 13, 14
and 15 in the Plan pursuant to Sections 1122 and 1129(b)(1).
Further, based on the evidence and argument submitted at and prior
to the Confirmation Hearing, the Court approves the classification
of specific Tort Claims as set forth in the Plan definitions of
Tort Claims A, Tort Claims B, Tort Claims C, and Unknown Tort
Claims.
The Plan has been accepted by all of the impaired classes of
impaired Claims entitled to vote by margins far in excess of those
required by the Bankruptcy Code.
All amounts to be paid by the Debtor or its Estate for services or
expenses in this case have either been fully disclosed and approved
as reasonable or, pursuant to the terms of the Plan, will be
disclosed and subject to the approval of the Bankruptcy Court
following confirmation of the Plan. All expenses that the Trust
incurs after the Effective Date (including the fees and expenses of
professionals retained by the Trust after the Effective Date) may
be paid by the Trustee from the Trust Assets pursuant to the terms
of the Plan and the Trust Agreement. Payment of pre-Effective Date
Professional Fee Claims will be governed by the terms of the Plan
and will be paid only upon application to the Court.
The Plan designates 15 separate classes of claims. The Plan
adequately and properly classifies all claims required to be
classified and thus satisfies the requirements of Sections 1122 and
1123(a)(1) of the Bankruptcy Code. Under the Plan, 11 classes of
claims are impaired and four classes of claims are not impaired.
The Plan complies with Section 1129(a)(11) of the Bankruptcy Code
because under the Plan, the Trust or the Reorganized Debtor will
convert the Debtor's assets to cash and distribute cash pursuant to
the terms of the Plan. Pursuant and subject to the Plan, among
other things:
1. by the next business day after all the conditions to
Effective Date set forth in Sections 29.2(a)-(f) of the
Plan have occurred, the Debtor will pay to the Trust by
wire transfer the sum of $14,250,000;
2. in accordance with the insurance settlement agreement, the
settling insurers will make wire transfers to the Plan
Implementation Account as follows:
a. Beazley Group: $1.200 million;
b. The Ordinary: $975,000;
c. St. Paul Travelers Insurance: $375,000;
d. Great American Insurance Companies: $325,000;
e. Pacific Indemnity: $200,000;
f. North Star/General Star Management Co.: $100,000;
g. ACE USA: $50,000;
h. Fireman's Fund Insurance Company: $50,000; and
i. Security/Arrowood Indemnity: $30,000.
3. on or before the Effective Date, the Participating Parties
will transfer $2.905 million to the Plan Implementation
Account;
4. on or before the Effective Date, All Saints University
Church will transfer $1.295 million to the Plan
Implementation Account;
5. on or before the Effective Date, the RCW will transfer
$1 million to the Plan Implementation Account;
6. on or before the Effective Date, the Debtor will transfer
$7.400 million or so much as is necessary to satisfy the
Debtor's initial obligations under the Plan to the Plan
Implementation Account;
7. the Cemetery Loan will fund approximately $1 million to
the Debtor or Reorganized Debtor;
8. the Reorganized Debtor's projected operating revenues will
provide the Reorganized Debtor with sufficient assets to
meet its obligations under the Plan and to pay the
expenses it will incur in the ordinary course of business.
Confirmation is not likely to be followed by the need for further
financial reorganization of the Debtor or the Trust, the Court
concluded.
A full-text copy of Judge Klein's findings of fact and conclusions
of law dated January 10, 2017, is available at https://is.gd/Ruermo
from Leagle.com.
The Roman Catholic Bishop of Stockton, a California corporation, is
represented by Steven H. Felderstein, Esq., and Jennifer E.
Niemann, Esq., at Paul J. Pascuzzi & Clifford W. Stevens.
Tracy Hope Davis, U.S. Trustee, is represented by Allen C. Massey,
Esq.
Farmers and Merchants Bank, Creditor Committee, are represented by
Robert B. Orgel & James I. Stang.
About Diocese of Stockton
The Diocese of Stockton, California was established on Feb. 21,
1962, by Pope John XXIII from the territory formerly located in
the Archdiocese of San Francisco and the Diocese of Sacramento. The
Diocese, comprising the six counties of San Joaquin, Stanislaus,
Calaveras, Tuolumne, Alpine, and Mono, currently serves
approximately 250,000 Catholics in 35 parishes.
As a religious organization, The Roman Catholic Bishop of
Stockton ("RCB") has no significant ongoing for-profit business
activities. Revenue for the RCB principally comes from the annual
ministry appeal, fees for services provided to non-RCB entities,
donations, grants, and RCB ministry revenue.
When the Diocese was created, most, if not all, of the property of
the Parishes (excluding the pre- and/or elementary (K-8) schools)
was held in the name of the RCB. The RCB also held the property
for the cemeteries in the Diocese as well as some of the real
property to be used for future parishes.
Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.
In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15,
2014. Judge Christopher M. Klein oversees the case. Attorneys at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel
to the Debtor.
Stockton scheduled total assets of more than $7.2 million against
debt totaling $11.85 million. The schedules also show that the
diocese has $1.6 million in secured debt. Creditors of the
diocese assert $367,290 in unsecured priority claims and $9.88
million in unsecured non-priority claims.
DOMINION STEEL: Feb. 27 Plan, Disclosures Evidentiary Hearing
-------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas conditionally approved the disclosure statement
and plan of reorganization filed by Dominion Steel Specialties,
Inc.
Feb. 22, 2017 at 12:00 noon (Houston Time) is the deadline for
filing ballots accepting or rejecting the Plan.
Feb. 22, 2017 at 12:00 noon (Houston Time) is the deadline for
filing and serving written objections to confirmation of the Plan.
The Court will conduct an evidentiary hearing in Courtroom 400, 4th
Floor, U.S. Courthouse, 515 Rusk, Houston, Texas 77002 to consider
final approval of the disclosure statement and confirmation of the
Plan on Feb. 27, 2017 at 2:00 p.m. (Houston time).
The Troubled Company Reporter previously reported that under the
plan, unsecured creditors will recover 100% over 60 months.
While the Debtor currently anticipates the repayment of its
unsecured debt through payment from profits, the Debtor continues
to investigate opportunities for the sale of equity to interested
third parties to generate revenue for payment to unsecured
creditors. If the Debtor successfully negotiates a sale of its
equity, the Debtor anticipates the proposed payments to unsecured
creditors will be completed on an expedited basis.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb16-34107-51.pdf
About Dominion Steel Specialties
Dominion Steel Specialists, Inc. filed a chapter 11 petition
(Bankr. S.D. Tex. Case no. 16-34107) on August 18, 2016. The
petition was signed by Robert R. Comeaux, Jr., president. The
case is assigned to Judge David R. Jones. The Debtor is
represented by
Kimberly Anne Bartley, Esq., at Waldron & Schneider, L.L.P. The
Debtor disclosed total assets at $3.39 million and total
liabilities at $3.09 million.
The Debtor employs William G. West, P.C., CPA as accountant.
U.S. Trustee Judy A. Robbins on Sept. 6 appointed three creditors
to serve on the official committee of unsecured creditors of
Dominion Steel Specialties, Inc. The committee members are:
Dragon Trading, Inc.; KOS America, Inc.; and US Rigging Supply.
ECRA GROUP: Disclosures Okayed, Plan Hearing on Feb. 17
-------------------------------------------------------
The U.S. Bankruptcy Court in Puerto Rico will consider approval of
the Chapter 11 plan of reorganization of ECRA Group Corp. at a
hearing on Feb. 17.
The hearing will be held at 9:30 a.m., at the Jose V. Toledo
Federal Building & U.S. Courthouse, Courtroom 3, Third Floor, 300
Recinto Sur Street, San Juan, Puerto Rico.
The court will also consider at the hearing the final approval of
ECRA Group's disclosure statement, which it conditionally approved
on Jan. 19.
Creditors are required to cast their votes and file their
objections on or before 14 days prior to the hearing.
About ECRA Group, Corp.
ECRA Group, Corp. filed a Chapter 11 bankruptcy petition (Bankr.
D.P.R. Case No. 16-04651) on June 10, 2016. Luis D. Flores
Gonzalez at The Law Offices of Luis D. Flores Gonzalez serves as
bankruptcy counsel.
On January 18, 2017, the Debtor filed its Chapter 11 plan of
reorganization and disclosure statement. The disclosure statement
was conditionally approved on January 19, 2017.
EMERALD GRANDE: Hires Kay Casto as Counsel
------------------------------------------
Emerald Grande, LLC, seeks authority from the U.S. Bankruptcy Court
for the Northern District of West Virginia to employ Kay Casto &
Chaney PLLC as counsel to the Debtor.
Emerald Grande requires Kay Casto to:
a. give legal advice with respect to the Debtor's duties in
the bankruptcy case and the management of assets;
b. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
behalf of the Debtor, the defense of actions commenced
against the Debtor, negotiations concerning all litigation
in which the Debtor is involved, and objections to claims
filed against the Debtor's estate;
c. prepare, on behalf of the Debtor, all necessary motions,
answers, orders, reports and other legal papers in
connection with the administration of the Debtor's estate;
d. perform any and all other legal services for the Debtor in
connection with the chapter 11 case, including the
formulation and implementation of a plan of reorganization;
e. assist the Debtor in the preparation of and the filing of a
plan of reorganization at the earliest possible date; and
f. perform such legal service as the Debtor may request with
respect to any matter appropriate to assisting the Debtor
in its efforts to reorganize.
Kay Casto will be paid at these hourly rates:
Members $275-$350
Counsel/Associates $185-$275
Paralegals $100-$140
Kay Casto will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven L. Thomas, member of Kay Casto & Chaney PLLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Kay Casto can be reached at:
Steven L. Thomas, Esq.
KAY CASTO & CHANEY PLLC
707 Virginia Street, East
Charleston, WV 25301
Tel: (304) 345-8900
Fax: (304) 345-8909
About Emerald Grande, LLC
Emerald Grande, LLC, owns and operates two hotel properties, the La
Quinta Inn and Suites adjacent to the Elkview Crossings Shopping
Mall, Elkview, West Virginia and the La Quinta Inn and Suites
adjacent to the Merchants Walk Shopping Mall, Summersville, West
Virginia. It also owns a real estate development in Charleston
(Kanawha City), West Virginia.
Emerald Grande filed a chapter 11 petition (Bankr. N.D. W.Va. Case
No. 17-00021) on Jan. 11, 2017. The petition was signed by William
A. Abruzzino, managing member. The case is assigned to Judge
Patrick M. Flatley.
The Debtor estimated assets and liabilities at $10 million to $50
million at the time of the filing. The Debtor is represented by
Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC.
ENERGIS PETROLEUM: Feb. 28 Disclosure Statement Hearing
-------------------------------------------------------
Judge Paul G. Hyman, Jr. of the Bankruptcy Court for the District
of Florida will convene a hearing on Feb. 28, 2017, at 9:30 a.m. to
consider approval of the disclosure statement explaining the
Chapter 11 plan of liquidation filed by Energis Petroleum, LLC, on
Dec. 16, 2016.
Feb. 21, 2017 is fixed as the deadline for objections to the
disclosure statement.
Headquartered in Boca Raton, FL, Energis Petroleum, LLC filed for
chapter 11 protection (Bankr. S.D. Fl. Case No.15-19945)on June
1,
2015 with estimated assets of $0 to $50,000 and estimated
liabilities of $1 million to $10 million. The petition was
signed
by Keith Duffy, managing member.
ERICKSON INC: Feb. 2 Hearing on Amended Disclosure Statement
------------------------------------------------------------
Erickson Inc, et al., filed with the U.S Bankruptcy Court for the
Northern District of Texas an amended disclosure statement dated
Jan. 19, 2017, explaining their joint plan of reorganization.
Class 4 - Existing First Lien Credit Facility Claims are impaired
under the Plan. On the Effective Date, each holder of an Allowed
Existing First Lien Credit Facility Claim will receive payment in
full, in cash, of its Allowed Class 4 Claim; provided, however,
there will be no distribution for or on account of the refinancing
accommodation fee to the extent not payable pursuant to the
creditor support agreement. Upon the indefeasible payment in full
of the Allowed Existing First Lien Credit Facility Claims in
accordance with the terms of the Plan, on the Effective Date, all
liens and security interests granted to secure the Allowed Existing
First Lien Credit Facility Claims will be terminated and of no
further force and effect.
As of October 31, 2016, the principal amount of approximately
$127.8 million in borrowings and $3 million of letters of credit
were outstanding under the First Lien Credit Facility. The
Existing First Lien Credit Facility is primarily used for general
corporate purposes and, in the absence of a default under the
Existing First Lien Credit Agreement, would mature on May 2, 2018.
Distributions under the Plan will be made with: (1) cash on hand,
including cash from operations; (2) the new common stock; (3) the
new first lien credit facility (4) the new second lien credit
facility; (5) the rights; (6) the proceeds from the rights
offering; and (7) interests in the litigation trust, as applicable.
The Court has set:
* Feb. 2, 2017, at 1:30 p.m. (prevailing Central Time), as the
time and date for the hearing to consider approval of the Amended
Disclosure Statement;
* March 21, 2017, as the date for a hearing to determine whether
the Plan has been accepted by the requisite number of holders of
claims, and whether the other standards for confirmation of the
Plan have been satisfied; and
* March 13, 2017, at 4:00 p.m. prevailing Central Time, the
deadline for the ballots for the acceptance or rejection of the
Plan.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txnb16-34393-333.pdf
As reported by the Troubled Company Reporter on Dec. 29, 2016, the
Debtors filed with the Court a disclosure statement explaining
their joint plan of reorganization, dated Dec. 23, 2016. Under the
plan, Class 7 includes any Allowed Unsecured Claim that is not: an
Administrative Claim; a Professional Compensation Claim;
a Priority Unsecured Tax Claim; an Other Priority Unsecured Claim;
or an Intercompany Claim. Each holder of an Allowed Class 7
General Unsecured Claim will receive its pro rata share of the
litigation trust interests.
About Erickson
Founded in 1971, Erickson Incorporated --
http://www.ericksoninc.com/-- is a vertically-integrated
manufacturer and operator of the powerful heavy-lift Erickson S-64
Aircrane helicopter, and is a leading global provider of aviation
services.
Erickson Incorporated, based in Portland, OR, and its affiliates
each filed a Chapter 11 petition (Bankr. N.D. Tex.; Erickson
Incorporated, Case No. 16-34393; Evergreen Helicopters
International, Inc., Case No. 16-34392; EAC Acquisition
Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case
No. 16-34395; Erickson Transport, Inc., Case No. 16-34396;
Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned
Systems, Inc., Case No. 16-34398) on Nov. 8, 2016. The Hon.
Barbara J. Houser presides over the cases. In its petition,
Erickson estimated $942.8 million in assets and $881.5 million in
liabilities.
The Debtors have hired Haynes and Boone, LLP as counsel; Imperial
Capital LLC, as investment banker; Alvarez & Marsal as financial
and restructuring advisor; and Kurtzman Carson Consultants as
claims and noticing agent.
FARMACIA SAN JUSTO: Feb. 28 Plan, Disclosure Statement Hearing
--------------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico conditionally approved Farmacia San
Justo, Inc.'s small business disclosure statement filed on Jan. 18,
2017 with respect to its chapter 11 plan filed on Jan. 10, 2017.
Feb. 28, 2017 at 10:00 a.m. is fixed for the hearing on final
approval of the disclosure statement and for the hearing on
confirmation of the plan.
Three days prior to the hearing is fixed as the last day for filing
written acceptances or rejections to the plan.
Three days prior to the hearing is fixed as the last day for filing
and serving written objections to the disclosure statement and
confirmation of the plan.
About Farmacia San Justo
Farmacia San Justo, Inc., based in Saint Just, PR, filed a Chapter
11 petition (Bankr. D.P.R. Case No. 16-05624) on July 14, 2016.
The petition was signed by Hector O. Rodriguez, president.
The Debtor tapped Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, as bankruptcy counsel, and Luis R.
Carrasquillo & Co., P.S.C. as financial consultant.
In its petition, the Debtor estimated $0 to $1.30 million in both
assets and liabilities
FINGER LAKES: Hires DelBello Donnellan as Attorneys
---------------------------------------------------
Finger Lakes Debt Partners, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as attorneys
to the Debtor.
Finger Lakes requires DelBello Donnellan to:
a. give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management
of its property and affairs;
b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in
order to effectuate such a plan including, if need be,
negotiations with the creditors and other parties in
interest;
c. prepare the necessary answers, orders, reports and other
legal papers required for the Debtor's protection from its
creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters
pending before the Court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtor in connection with any potential sale of
the business;
g. represent the Debtor in connection with obtaining post-
petition financing, if necessary;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of
reorganization; and
i. perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estates
and to promote the best interests of the Debtor, its
creditors and its estates.
DelBello Donnellan will be paid at these hourly rates:
Attorneys $375-$620
Paraprofessionals $150
DelBello Donnellan will be paid a retainer in the amount of
$16,000.
DelBello Donnellan will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jonathan S. Pasternak, member of DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
DelBello Donnellan can be reached at:
Jonathan S. Pasternak, Esq.
DELBELLO DONNELLAN WEINGARTEN
WISE & WIEDERKEHR, LLP
One North Lexington Avenue
White Plains, NY 10601
Tel: (914) 681-0200
About Finger Lakes Debt Partners, LLC
Finger Lakes Debt Partners, LLC is an asset management firm and an
affiliate of Finger Lakes Capital Partners, LLC, managing member of
the Debtor and another debtor whose related Chapter 11 case is
currently pending before the bankruptcy Court under case number
16-22112.
Finger Lakes Debt Partners, LLC, based in Bronx, NY, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10043) on January
11, 2017. The Hon. Michael E. Wiles presides over the case.
Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, to serve as bankruptcy counsel.
In its petition, the Debtor estimated $3 million in assets and
$4.77 million in liabilities. The petition was signed by Gregory
Shalov, managing member of Finger Lakes Capital Partners, LLC the
managing member of Finger Lakes Debt Partners, LLC.
FIRST PENTECOSTAL: FPPFC Buying New Jersey Properties for $1.7M
---------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Feb. 6, 2017, at
10:00 a.m., to consider First Pentecostal Prayer of Faith Church,
Inc.'s sale of real property commonly known as 638 Brunswick Pike,
Lambertville, New Jersey, and 3632-3642 Nottingham Way, Hamilton,
New Jersey, to FPPFC Acquisition, LLC/Rago Arts & Auction Center
for $1,725,000.
The Debtor and the Buyer entered into Agreement dated November 2016
for the purchase of the property.
The material terms of the Agreement are:
a. Seller: First Pentecostal Prayer of Faith Church,
Inc.
b. Purchaser: FPPFC Acquisition, LLC/Rago Arts & Auction
Center
c. Purchased Assets: The Seller agrees to sell, and the
Purchaser agrees to purchase, subject to the conditions set forth
(i) all that plot, piece or parcel of land, with the improvements
thereon, located in the Township of West Amwell, County of
Hunterdon and State of New Jersey, commonly known as 638 Brunswick
Pike, Lambertville, New Jersey, and being shown on the tax map of
the Township of West Amwell as Block 16, Lot 17.02; and (ii) all
that plot, piece or parcel of land, with the improvements thereon,
located in Hamilton Township, County of Mercer and State of New
Jersey, commonly known as 3632 Nottingham Way, Hamilton, New
Jersey.
d. Purchase Price: $1,725,000
e. Deposit: $100,000
f. Closing: The conveyance of title will take place at
the office of the Purchaser's attorney or at such other location
upon which the parties might agree, on or about 15 days after the
satisfaction of the Feasibility Period, or such earlier date as the
parties hereto might agree.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/First_Pentecostal_27_Sales.pdf
The Debtor asks the Court to authorize the sale of the Property to
the Purchaser free and clear of any claims, liens or encumbrances.
FPPFC Acquisition, LLC, is represented by:
Richard Mongelli, Esq.
441 Main St.
Metuchen, NJ 08840
Telephone: (732) 549-9800
E-mail: rich@mongellilaw.corn
About First Pentecostal Prayer of Faith Church
First Pentecostal Prayer of Faith Church Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No.
16-30354) on Oct. 25, 2016. The petition was signed by Bishop
Arthur C. Naylor, senior pastor. The case is assigned to Judge
Michael B. Kaplan. At the time of the filing, the Debtor
disclosed
$2.68 million in assets and $3.86 million in liabilities.
The Debtor tapped Allen I Gorski, Esq. at Gorski & Knowlton PC as
bankruptcy counsel. The Debtor engaged Matthews & Nulty, Inc., as
accountant.
FLORIDA FOREST: U.S. Trustee Objects to Disclosure Statement
------------------------------------------------------------
Guy B. Gebhardt, Acting U.S. Trustee for Region 21, objects to the
adequacy of the disclosure statement filed by Florida Forest
Products of Cross City, Inc. on Dec. 28, 2016.
The U.S. Trustee contends that the disclosure statement lacks
"adequate information" and otherwise fails to satisfy the
requirements of section 1125(a) of the Bankruptcy Code.
The disclosure statement also does not provide a pro forma showing
projected income and expenses and projected payments under the
terms of the proposed Plan, the U.S. Trustee asserts. It is not
possible based on the limited financial information provided in the
Disclosure Statement, even when read in concert with the Plan, for
creditors to understand whether the Debtor has an ability to fund
the Plan, the U.S. Trustee adds.
Further, because the Debtor proposes to pay unsecured creditors
less than in full, it is not possible based on the limited
information contained in the disclosure statement for creditors to
determine whether the Plan is proposed in good faith, the U.S.
Trustee complains. The Plan may violate the absolute priority rule
in the event all classes of impaired creditors do not vote in favor
of the Plan, the U.S. Trustee asserts.
For these reasons, the U.S. Trustee objects to the approval of the
disclosure statement.
Counsel for the U.S. Trustee:
Charles F. Edwards
Assistant United States Trustee
110 East Park Avenue, Suite 128
Tallahassee, FL 32301
850-942-1660
FAX: 850-942-1669
Florida Bar No. 270032
charles.edwards@usdoj.gov
About Florida Forest Products
Florida Forest Products of Cross City, Inc., is a Florida
corporation, whose business is primarily retail and wholesale
lumber and hardware sales from its location in Cross City, Florida.
It is a corporation which operates a building supply retail store
in Cross City, Florida. The Debtor has been in business since
2014.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Fla. Case No. 16-10148) on June 28, 2016. The petition is
signed
by Russ Allen, president. The Debtor is represented by Angela
M.
Ball, Esq., at Angela M. Ball, P.A. The Debtor estimated assets
at $0 to $50,000 and debts at $100,001 to $500,000 at the time of
the
filing.
FLOUR CITY BAGELS: Committee Taps Gardere as New Legal Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Flour City Bagels,
LLC seeks approval from the U.S. Bankruptcy Court for the Western
District of New York to hire a new legal counsel.
The committee proposes to hire Gardere Wynne Sewell LLP to replace
its former counsel Kane Russell Coleman & Logan PC.
Gardere will advise the committee regarding its duties under the
Bankruptcy Code, investigate the Debtor's assets and debts, assist
the committee in the preparation of a bankruptcy plan, and provide
other legal services.
Jason Binford, Esq., a partner at Gardere and Kane Russell's former
director, will be paid $400 per hour. The hourly rates for support
staff range from $200 to $295.
Mr. Binford disclosed in a court filing that all members of the
firm are "disinterested persons" as defined in section 101(14) of
the Bankruptcy Code.
Gardere can be reached through:
Jason B. Binford, Esq.
Gardere Wynne Sewell LLP
2021 McKinney Avenue, Suite 1600
Dallas, TX 75201
Tel: (214) 999-3000
Fax: (214) 999-4667
About Flour City Bagels
Headquartered in Fairport, New York, Flour City Bagels, LLC,
operates 32 bakeries that serve "New York Style" bagels, coffee,
drinks, soups, salads, sandwiches, fresh fruit, and a variety of
other related items. In 1993, it opened its commissary in
Rochester, at which it produces bagels for sale at all of its 32
bakeries. It employs 425 people.
Flour City Bagels sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debt in the range of $10 million
to $50 million. Kevin Coyne, the manager, signed the petition.
Judge Paul R. Warren is assigned to the case.
The Debtor is represented by Stephen A. Donato, Esq., and Camille
W. Hill, Esq., at Bond, Schoeneck & King, PLLC, and Harry W.
Greenfield, Esq., Jeffrey Toole, Esq., and Heather E. Heberlein,
Esq., at Buckley King.
The Debtor retained Phoenix Management Services, LLC as financial
advisor; Phoenix Capital Resources as investment banker; Insero &
Co. CPAs, LLP as accounting services provider; and Kittel Branagan
& Sargent as tax consultant.
The official committee of unsecured creditors of Flour City Bagels,
LLC, retained Gordorn & Schaal, LLP as local counsel, and Corporate
Recovery Associates, LLC, as business and financial advisor.
No trustee or examiner has been appointed in the case.
On December 20, 2016, a group of creditors led by United Capital
Business Lending Inc. filed their proposed plan of reorganization
for the Debtor. On the same date, Canal Mezzanine Partners II, LP
and MRM Real Estate Fund I, LLC, proposed their plan of sale and
subsequent liquidation for the company.
GLENN'S INC: Susquehanna to be Paid in Full at 4.5% in 60 Months
----------------------------------------------------------------
Glenn's, Inc., filed with the U.S. Bankruptcy Court for the Middle
District of Pennsylvania its amended small business combined plan
of reorganization and disclosure statement, which proposes to pay
creditors with cash flow from operations and future income.
Class 5, Allowed Secured Claim of Susquehanna Commercial Finance,
Inc. (2013 International Durastar), is impaired under the Plan.
Payment of Allowed Secured Claim ($47,500) in full, in cash with
interest at 4.5% in 60 equal monthly installments of $885.54,
beginning on the Effective Date and ending on the 60th month
thereafter, or until the full amount of the Allowed Secured Claim
is paid in full, whichever occurs first.
The initial plan only proposed to pay the allowed claim in this
class 60 equal monthly installments of $564.63 from the previous
Allowed Secured Claim of $30,400.
The prior Class 6 Secured Claim of Wells Fargo Equipment Finance,
Inc., has been determined to be an Executory Contract that the
Debtor intends to cure and assume. The position of Class 6 is
reserved for future use, if needed.
Class 11, General Unsecured Creditors is impaired under the Plan.
Payment of approximately 5% of All Allowed Unsecured Claims
($385,331) payable in quarterly pro-rata cash distributions from
future revenues in the amount of $963 beginning on the Effective
Date of the Plan, or the date upon which any such claim is allowed
by a final non-appealable order, and ending 60 months thereafter.
Payments and distributions under the Plan will be funded by the
revenues and profits generated from the operation of reorganized
Glenn's, Inc.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/pamb1-16-00302-123.pdf
Glenn's, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Penn. Case No. 16-00302) on Jan. 27, 2016, estimating its
assets and liabilities at up to $50,000 each. Henry W Van Eck,
Esq., at Mette, Evans, & Woodside serves as the Debtor's
bankruptcy counsel.
GREAT BASIN: Amends 2016 Notes to Alter Leak-Out Provisions
-----------------------------------------------------------
On June 29, 2016, Great Basin Scientific, Inc. entered into a
Securities Purchase Agreement in relation to the Company's issuance
and sale to certain buyers as set forth in the Schedule of Buyers
attached to the 2016 SPA of $75 million aggregate principal amount
of senior secured convertible notes and related Series H common
stock purchase warrants.
On Jan. 23, 2017, the Company and certain 2016 Note Buyers holding
enough of the 2016 Notes to constitute the required holders under
Section 19 of the 2016 Notes entered into separate agreements.
Pursuant to the terms of the Amendment Agreements, the Company's
2016 Notes were amended such that with respect to any conversion
notices to convert any 2016 Note delivered to the Company during
the period from Jan. 24, 2017, to Feb. 17, 2017, the conversion
price of such 2016 Note may not be lower than 90% of the weighted
average price of the Company's common stock on the delivery date of
the applicable conversion notice.
Also Pursuant to the terms of the Amendment Agreements, all of the
2016 Notes were amended to alter the leak-out provisions previously
added to the 2016 Notes pursuant to the amendment agreements
entered into between the Company and the 2016 Note Buyers on Jan.
22, 2017, as reported in the Company's Current Report on Form 8-K
filed on Jan. 23, 2017.
The Amendment Agreements amend the terms of the 2016 Notes to
change the restriction percentage from 55% to the Holder's pro rata
percentage of 45% of the trading volume of the Company's common
stock, unless its common stock is then trading above $0.50 (as
adjusted for stock splits, stock dividends, recapitalizations and
similar events).
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, the auditors said.
GREAT BASIN: Empery Asset, et al., File Amended Schedule 13G
------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock of Great Basin Scientific, Inc., as of
Dec. 31, 2016:
Shares
Beneficially
Reporting Person Owned
---------------- ------------
Empery Asset Master, Ltd. * 104,919 shares of Common Stock
issuable upon exercise of
Warrants
* 319,667 shares of Common Stock
issuable upon conversion of Notes
* 60,167 shares of Common Stock
issuable upon conversion of
Preferred Stock
Empery Tax Efficient, LP * 62,140 shares of Common Stock
issuable upon exercise of
Warrants
* 148,500 shares of Common Stock
issuable upon conversion of Notes
* 41,667 shares of Common Stock
issuable upon conversion of
Preferred Stock
Empery Tax Efficient II, LP * 187,323 shares of Common Stock
issuable upon exercise of
Warrants
* 267,167 shares of Common Stock
issuable upon conversion of Notes
* 98,500 shares of Common Stock
issuable upon conversion of
Preferred Stock
Empery Asset Management, LP * 354,382 shares of Common Stock
issuable upon exercise of
Warrants
* 735,334 shares of Common Stock
issuable upon conversion of
Notes
* 200,334 shares of Common Stock
issuable upon conversion of
Preferred Stock
Ryan M. Lane * 354,382 shares of Common Stock
issuable upon exercise of
Warrants
* 735,334 shares of Common Stock
issuable upon conversion of
Notes
* 200,334 shares of Common Stock
issuable upon conversion of
Preferred Stock
Martin D. Hoe * 354,382 shares of Common Stock
issuable upon exercise of
Warrants
* 735,334 shares of Common Stock
issuable upon conversion of
Notes
* 200,334 shares of Common Stock
issuable upon conversion of
Preferred Stock
The percentage is based on 746,277 shares of Common Stock issued
and outstanding as of Dec. 30, 2016, as represented in the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on Dec. 30, 2016, and assumes the conversion of
the Company's reported convertible notes and the Company's reported
preferred stock and exercise of the Company's reported warrants,
each subject to the Blockers.
Pursuant to the terms of the Reported Notes, the Certificate of
Designations with respect the Reported Preferred Stock and the
Reported Warrants, the Reporting Persons cannot convert the
Reported Notes or the Reported Preferred Stock, or exercise the
Reported Warrants, to the extent the Reporting Persons would
beneficially own, after any such conversion or exercise, more than
9.99% of the outstanding shares of Common Stock, and the percentage
gives effect to the Blockers. Consequently, as of the date of the
event which requires the filing of this statement, the Reporting
Persons were not able to convert all of the Reported Notes or the
Reported Preferred Stock or exercise all of Reported Warrants due
to the Blockers.
A full-text copy of the regulatory filing is available at:
https://is.gd/eh91tV
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, the auditors said.
GREAT BASIN: Sees Revenue Growth of 15.8% Quarter-Over-Quarter
--------------------------------------------------------------
Great Basin Scientific, Inc., reported preliminary financial
results for the fourth quarter ended Dec. 31, 2016.
Highlights:
* Revenue increased 39.2% to $851,930 compared with the same
quarter in 2015;
* Revenue increased 15.8% over the third quarter 2016;
* 2016 revenue was $3,048,126 up 42.3% over fiscal year 2015;
* Group B. Strep test revenue increased 274% to $150,570
compared with a year ago, and 38.5% quarter over quarter;
* Newly launched Shiga Toxin Direct Test and Staph ID/R Blood
Culture Panel revenues were $51,720 combined; and
* Submitted 510(k) application for Stool Pathogens Panel to the
FDA.
"We are very pleased to see the return of quarter-over-quarter
revenue growth, which we view -- along with the significant funnel
of new business in evaluation or scheduled for evaluation -- as a
strong indicator of the growth ahead in 2017," said Ryan Ashton,
co-founder and chief executive officer of Great Basin Scientific.
"For much of 2016, we had a limited product offering, and because
of that limitation, growth of new business was only able to keep up
with the seasonal decline of C. diff testing rates. However, since
launching our Staph ID/R Blood Culture Panel and Shiga Toxin Direct
Test, we are seeing significant progress in placing the Great Basin
system at medium-to-large hospitals and labs, which is leading to
better utilization of instruments and accelerating revenue growth.
The interest in both our current menu of four products along with
the two additional assays we expect to have FDA-cleared later this
year, has exceeded our expectations. We are looking forward to a
year of strong and accelerating revenue growth."
New Business Funnel and Product Mix
At January 20, the Company had roughly $2.54 million in expected
new business in the New Business sales funnel. These revenue
estimates are based on the evaluating site's own estimate of their
expected testing volumes multiplied by the product price offered to
the prospective customer. The Company is particularly pleased with
its success in placing its higher value Staph ID/R (SIDR) panel
with new and existing customers. Staph ID/R has a list price 50%
above that of the Company's low-plex tests, with the same
cost-of-goods, offering the potential of improved gross margins for
the Company as a panel becomes a significant portion of the
Company's product mix.
The Company expects the majority of these evaluations and scheduled
evaluations to become customers in the 1st half of 2017, and if so,
to drive significant revenue growth particularly in the second half
of 2017. The Company's "win rate", meaning those evaluations that
elect to become customers over the last 12 months, has been 83%
over the last 12 months, and the sales cycle -- from evaluation to
first order -- has been 18 days. While still early in launch, the
Company expects the Staph ID/R Blood Culture Panel, will require a
longer evaluation period, as a result of the validation complexity
of customer protocol, and therefore believes Staph ID/R revenues
will be slower to arrive than the Company's other assays.
Growing Success in Larger Hospitals and Labs
In the third and fourth quarters of 2016 the Company saw a dramatic
increase in the average size of hospitals and labs evaluating its
products. The Company believes the attractiveness of its larger
test menu, and especially the Company's Staph ID/R panel, are
resulting in significant improvement in expected average revenue
per customer and it expects this trend to continue with the
anticipated further menu expansion during 2017. The chart below
shows the average expected revenue of new customer evaluation
starts by quarter during 2016.
"We're thrilled to see larger and higher volume sites now adopting
the Great Basin system, and are excited about our opportunity for
significant market expansion in 2017," said Sandra Nielsen, senior
vice president, Sales, Marketing and HR. "Our Staph ID/R Blood
culture panel, in particular, offers a unique value proposition of
a right-sized panel that's easy to use and competitively priced,
providing a critical tool for hospitals and labs as they implement
antimicrobial stewardship programs into their broader healthcare
strategy."
All revenue and new business projections are based on the estimates
of management at the time of this press release and are subject to
certain risks and uncertainties.
A full-text copy of the press release is available for free at:
https://is.gd/x9mObt
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, the auditors said.
H. BURKHART: Rivers and Irwin Buying Knox Property for $260K
------------------------------------------------------------
H. Burkhart and Associates, Inc., asks the U.S. Bankruptcy Court
for the Westerns District of Pennsylvania to authorize the sale of
real property known as 147 Heeter Road, Knox, Pennsylvania
("Premises"), to Jeffrey D. Rivers and Bridgette Dawn Irwin for
$260,000, subject to overbid.
The Debtor proposes to sell and assign the Premises to the Buyers
for $260,000 in certified funds payable at closing, which will
occur within 30 days after the later of the (i) Court Order
approving the sale of the Premises becoming a final and (ii)
non-appealable Order or approving confirmation of the Debtor's Plan
of Reorganization. Notwithstanding the foregoing, upon reasonable
notice to the Debtor, the Buyers may elect to close at any time
after the Order approving the sale of the Premises and Lease
becomes final and non-appealable order.
The Buyers' offer is further subject to these conditions:
a. The Buyers will deposit $2,600 ("Hand Money") with Brian C.
Thompson, counsel to the Debtor, which will be placed in his firm's
escrow account.
b. The Debtor agrees that, effective as of the date the Debtor
and the Buyers entered into the Agreement of Sale and until the
Closing Date, the Premises will be kept in "as is" condition and
that all acts required with respect to any portion of the Premises
will be made in order to correct any violations of which Debtor
shall receive written notice after the Effective Date from any
governmental body having jurisdiction over the Premises and in
order to allow Debtor to deliver the Premises to the Purchaser in
the same condition as exists on the date.
c. The Premises will be conveyed to Buyers with good and
marketable title as is insurable by a reputable title insurance
company at the regular rates, and will be free and clear of any
liens, encumbrances and claims to the fullest extent allowable by
the Bankruptcy Court.
d. The balance of the purchase price will be paid to the Estate
in certified funds at the Closing.
e. The Hand Money Deposit will be applicable to the Purchase
Price at Closing.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/H_Burkhart_66_Sales.pdf
The Debtor will file a motion to approve Bidding Procedures
simultaneously with the filing of the Motion. The Bidding
Procedures are intended to provide for an open and fair auction of
the Premises which will help to ensure an arm's-length, good-faith
sale. The Bidding Procedures are intended to encourage competitive
bidding.
The Debtor asks the Court to approve the sale of the Premises free
and clear of any liens, claims and encumbrances of the Respondents
to the Motion.
The Purchasers can be reached at:
Jeffrey D. Rivers
719 W. Penn Ave.,
Knox, PA 16232
- and -
Bridgette Dawn Irwin
19171 Rte. 208
Fryeburg, PA 16326
About H. Burkhart and Associates
H. Burkhart and Associates, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-10750) on
August 3, 2016. The petition was signed by Henry F. Burkhart,
III,
owner. At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
The Debtor is represented by Brian C. Thompson, Esq., at Thompson
Law Group, P.C.
HARMAC CORP: Disclosure Statement Hearing Set for Feb. 23
---------------------------------------------------------
The U.S. Bankruptcy Court in New Jersey is set to hold a hearing on
Feb. 23, at 11:00 a.m., to consider approval of the disclosure
statement explaining the Chapter 11 plan of HarMac Corp.
The hearing will take place at the MLK Jr. Federal Building,
Courtroom 3B, Third Floor, 50 Walnut Street, Newark, New Jersey.
Objections must be filed no later than 14 days prior to the
hearing.
About HarMac Corp.
Headquartered in New Jersey, HarMac Corp., et al., are engaged in
the rental business owning four residential rooming houses
(specifically for low income individuals) with 69 units and
commercial office building located in Union County. The units
consist of studios and shared living spaces, and most rents are
subsidized.
HarMac Corp., Mary Street Housing, LLC, 111 Cherry Street, Inc.,
137 West 5th Associates, LLC and 301 3rd Street, LLC, each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Lead Case No. 16-29568) on Oct. 13, 2016. The Chapter 11
cases are jointly administered and are assigned to Judge Vincent F.
Papalia.
The Debtors are represented by Robert S. Roglieri, Esq., and
Richard D. Trenk, Esq., at Trenk, Dipasquale, Dellafera & Sodona,
P.C., in West Orange, New Jersey. Bulin Associates, Inc. serves as
property manager.
HARPOLE CONSTRUCTION: Medallion Lost Right to Jury Trial
--------------------------------------------------------
Judge David T. Thuma of the U.S. Bankruptcy Court for the District
of New Mexico has concluded that Medallion Midstream, LLC, has lost
its right to a jury trial on Harpole Construction, Inc.'s claims
when it filed a counterclaim.
On April 12, 2016, Harpole submitted to Medallion Midstream bids on
four construction jobs, but the Debtor did not disclose that is was
a debtor in possession. The Debtor was the successful bidder on
all four jobs and started work on the four projects in late April
2016.
The Debtor submitted a bid on a fifth job, known as the "Permian
Resources" in May 2016. Medallion Midstream also accepted the
Debtor's bid, and signed a work order for the job on May 27, 2016.
The Debtor maintained an open account with Medallion and sent
weekly invoices. Between April and July, Medallion Midstream
timely paid each invoice.
Medallion Midstream asserted that on July 27, 2016, it learned that
the Reagan County Sheriff's Office was investigating a claim that
the Debtor was using a stolen trencher on the Permian Resources
job. Medallion Midstream also alleged the owner of the trencher
may file a criminal or civil complaint against the Debtor. The
Debtor denied that it stole the trencher.
On Aug. 29, 2016, Medallion Midstream sent the Debtor a letter
terminating the Master Service Contract, terminating all
outstanding work orders, and disputing certain charges by the
Debtor. As grounds for the termination, Medallion Midstream
asserted that the Debtor did not comply with applicable laws and
that work was not performed in a workmanlike manner. Medallion
Midstream disputed charges associated with four invoices totaling
about $661,700 and any future charges on any of the five projects.
On Oct. 11, 2016, the Debtor filed the adversary proceeding against
Medallion Midstream for breach of contract, conversion, and
injunctive relief. The Debtor asserted that Medallion Midstream
breached the Master Service Contract by, inter alia, failing to
provide proper notice of the Debtor's alleged breach; refusing to
pay the Debtor for work performed prior to the trencher incident;
failing to allow the Debtor to re-perform the work before hiring a
third party; and overcharging the Debtor. The Debtor also asserted
Medallion Midstream converted 4,200 wooden skids that the Debtor
left on Medallion Midstream's property.
On Oct. 20, 2016, Medallion Midstream filed a complaint against the
Debtor in the U.S. District Court for the Northern District of
Texas, alleging breach of contract and fraud. Medallion Midstream
sought about $1 million in money damages stemming from allegedly
inferior work the Debtor performed at several job sites in Texas.
On the same day, Medallion Midstream filed a motion in this Court,
seeking dismissal, abstention, or a venue transfer to Dallas.
The judge in the Texas Action entered an order on Nov. 2, 2016,
closing the action because the automatic stay in this case
prevented Medallion Midstream from prosecuting the action.
By an order entered Oct. 21, 2016, the Bankruptcy Court denied the
Debtor's request for injunctive relief and set a briefing schedule
for the motion to dismiss. The Court denied Medallion Midstream's
motion to dismiss or abstain on Nov. 23, 2016. Medallion Midstream
filed an answer and counterclaim in the adversary proceeding on
Dec. 5, 2016, asserting claims for breach of contract and fraud.
The damages claimed total about $1.2 million. At the end of the
counterclaim Medallion Midstream requested a trial by jury. The
Debtor filed an answer to the counterclaim on Dec. 14, 2016, which
did not include an objection to the jury demand. On Dec. 19, 2016,
Medallion Midstream consented to the Court presiding over a jury
trial of its counterclaim.
The Debtor objected to Medallion Midstream's jury demand on Dec.
21, 2016. Two days later the Debtor filed an amended answer to
Medallion Midstream's counterclaim, which included a short
objection to the jury demand.
Medallion Midstream filed a counterclaim against the Debtor seeking
over $1 million in damages. Medallion Midstream's counterclaim
invoked the claims allowance process. Medallion Midstream's
counterclaim is the kind of "claim" that subjects claimants to the
equitable power of the bankruptcy court, i.e., it triggers the
"public rights" process of allowing and disallowing claims.
Medallion Midstream's asserted counterclaim against the Debtor
likely is compulsory, as it involves the same transactions and
facts at issue in the Debtor's complaint, all of which occurred
post-petition, Judge Thuma held.
The Court concludes that there is no reason to treat compulsory
counterclaims differently than permissive counterclaims. First, if
the issue is approached using "conversion", whether the
counterclaim is compulsory or permissive makes no difference, if
the claimant asserts a right to a portion (in this case a very
large portion) of the bankruptcy estate, the matter is converted
into an equitable proceeding, involving public rights. Second, a
compulsory counterclaim is no more compulsory that a proof of claim
bar date. In either case, any right to payment from the bankruptcy
estate is lost if the claim is not timely filed.
Judge Thuma concluded that outside of bankruptcy, Medallion had a
right to a jury trial of Harpole's claims against it, and to its
claims against Harpole. In the context of this case, however,
Medallion lost that right when it filed its counterclaim against
the debtor in possession, Judge Thuma said. Harpole's objection to
the jury demand was timely, and is well taken, Judge Thuma added.
The adversary proceeding is HARPOLE CONSTRUCTION, INC., Plaintiff,
v. MEDALLION MIDSTREAM, LLC, Defendant, Adv. No. 16-1058t (D.N.M).
A full-text copy of the Opinion dated January 10, 2017, is
available at https://is.gd/SypenR from Leagle.com.
Debtor's Counsel:
William F. Davis, Esq.
WILLIAM F. DAVIS & ASSOC., P.C.
6709 Academy NE, Suite A
Albuquerque, NM 87109
Tel: 505-243-6129
Fax: 505-247-3185
E-mail: daviswf@nmbankruptcy.com
The U.S. Trustee is represented by:
Leonard K. Martinez-Metzgar
U.S. Trustee Off.
P.O. Box 608
Albuquerque, New Mexico 87103-0608
Unsecured Creditors Committee, Creditor Committee, represented by:
Steven Tal Young, Esq.
Tal Young, P.C.
Albuquerque Office
20 1st Plaza Ctr. N.W.
Suite 500
Albuquerque, New Mexico 87102
Tel: (505) 247-0007
Fax: (505) 764-6099
Headquartered in Farmington, New Mexico, Harpole Construction,
Inc., is a family-owned company founded in 2001. It provides
pipeline construction and horizontal directional drilling services.
It is also licensed in Arizona, Arkansas, and Utah and is
registered with "Authority to Work" in Colorado, Wyoming, Texas,
Oklahoma, Pennsylvania, and Kansas.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
N.M. Case No. 15-12630) on Oct. 2, 2015, estimating its assets at
up to $50,000 and its liabilities at between $1 million and $10
million. The petition was signed by Jerry Harpole, Sr.,
president.
William F. Davis, Esq., at William F. Davis & Assoc., P.C., serves
as the Company's bankruptcy counsel.
HATU WINDS: Hires Clyde Snow as Counsel
---------------------------------------
Hatu Winds Land Co., LC, seeks authority from the U.S. Bankruptcy
Court for the District of Utah to employ Clyde Snow & Sessions as
counsel to the Debtor.
Hatu Winds requires Clyde Snow to:
a. advise the Debtor of its rights, powers and duties as
Debtor and debtor in possession;
b. take all necessary actions to protect and preserve the
estate of the Debtor, including prosecution of actions on
the Debtor's behalf, the defense of actions commenced
against the Debtor, negotiation of disputes in which the
Debtor is involved, and the preparation of objections to
claims filed against the estate;
c. assist in preparing, on behalf of the Debtor, all necessary
motions, applications, answers, orders, reports, and papers
in connection with the administration of the Debtor's
estate;
d. assist in presenting, on behalf of the Debtor, the Debtor's
proposed plan of reorganization and all related
transactions and any related revisions, amendments, etc.;
and
e. perform all other necessary legal services in connection
with the Chapter 11 case.
Clyde Snow has received a retainer in the amount of $48,283, which
it shall hold in its retainer trust account and not use to pay any
fees or costs until after receiving approval from the Court through
the customary fee application process.
Clyde Snow will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James W. Anderson, member of Clyde Snow & Sessions, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Clyde Snow can be reached at:
James W. Anderson, Esq.
CLYDE SNOW & SESSIONS
201 S Main Street, Suite 1300
Salt Lake City, UT 84111
Tel: (801) 322-2516
About Hatu Winds Land Co., LC
Hatu Winds Land Co., LC, based in Ogden, UT, filed a Chapter 11
petition (Bankr. D. Utah Case No. 17-20136) on January 9, 2017. The
Hon. Joel T. Marker presides over the case. James W. Anderson,
Esq., at Clyde Snow & Sessions, to serve as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Elliot
Moses, manager.
HHH CHOICES: Creditors' Panel Hires Farrell Fritz as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of HHH Choices Health
Plan, LLC, seeks authorization from the U.S. Bankruptcy Court for
the Southern District of New York to retain Farrell Fritz, P.C. as
counsel to the Committee.
The Committee requires Farrell Fritz to:
a. administer the Debtor's case and the exercise of oversight
with respect to the Debtor's affairs, including all issues
arising from or impacting the Debtor or the Committee in
the Debtor's case;
b. prepare on behalf of the Committee of all necessary
applications, motions, orders, reports and other legal
papers;
c. appear in Bankruptcy Court to represent the interests of
the Committee and, by extension, unsecured creditors;
d. negotiate, formulate, draft and confirm a plan or plans of
reorganization and matters related thereto;
e. investigate, if any, as the Committee may desire
concerning, among other things, the assets, liabilities,
financial condition and operating issues concerning the
Debtor that may be relevant to the Choices Case;
f. communicate with the Committee's constituents and others as
the Committee may consider desirable in furtherance of its
responsibilities; and
g. perform all of the Committee's duties and powers under the
Bankruptcy Code and the Bankruptcy Rules and the
performance of such other services as are in the interests
of those represented by the Committee or as may be ordered
by the Court.
Farrell Fritz will be paid at these hourly rates:
Partners $425-$750
Counsel $400-$600
Associates $250-$445
Law Clerks/Paralegals $110-$280
Farrell Fritz will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Martin G. Bunin, member of Farrell Fritz, P.C., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) are not creditors,
equity security holders or insiders of the Debtor; (b) have not
been, within two years before the date of the filing of the
Debtor's chapter 11 petition, directors, officers or employees of
the Debtor; and (c) do not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor, or for any other
reason.
Farrell Fritz can be reached at:
Martin G. Bunin, Esq.
FARRELL FRITZ, P.C.
622 Third Avenue, Suite 37200
New York, NY 10017
Tel: (212) 687-1230
Fax: (646) 237-1810
About HHH Choices Health Plan, LLC
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.
The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered. They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.
With the consent from the board of directors, the Debtor filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.
Judge Michael E. Wiles oversees the case.
On Jan. 14, 2016, this Court entered an order administratively
consolidating the chapter 11 case of the Debtor with the chapter 11
cases of its affiliates, HHH Choices Health Plan, LLC and Hebrew
Hospital Home of Westchester, Inc. (Case Nos. 15-11158, 15-13264,
and 16-10028).
HHH Choices Health Plan, LLC tapped Harter Secrest & Emery LLP as
legal counsel.
On Dec. 28, 2015, the U.S. Trustee for Region 2, appointed five
members to the Committee. The current members of the Committee
are: (a) 1199 SEIU Benefit and Pension Funds; (b) Andrea Taber,
Esq. on behalf of Lucille and Selig Popik; (c) Richard A. Bobbe;
(d) Mary Blumenthal-Lane on behalf of Julie Blumenthal; and (e)
Peter Clark on behalf of Ann Clark.
Thomas R. Califano, Esq. at DLA Piper LLP (US), represents the
Committee. The panel tapped Farrell Fritz, P.C. as counsel,
CohnReznick LLP, as its financial advisor.
HMF GOLF: Unsecured Creditors to Recoup 0% Under Plan
-----------------------------------------------------
HMF Golf Inc. filed with the U.S. Bankruptcy Court for the Western
District of Pennsylvania a disclosure statement to accompany its
joint plan of reorganization, dated Jan. 20, 2017, a full-text copy
of which is available for free at:
http://bankrupt.com/misc/pawb16-10346-94.pdf
Class 2, Secured Claim of Northwest Savings Bank, is impaired under
the Plan. The secured claim of Northwest Savings Bank in the amount
of $436,301 is secured as a first position lien against the
business assets of the Debtor and shall be paid out of the sale
proceeds on the Plan Effective Date, subject to a carve-out for
administrative expenses in the amount of $25,000.
Class 3, Secured Claims of Wells Fargo Bank, N.A., is impaired
under the Plan. The secured claim of Wells Fargo Bank, N.A., in the
amount of $261,712 is secured as a second position lien against the
business assets of the Debtor and shall be paid out of the
remainder of the sale proceeds, in the approximate amount of
$63,699. The amount of the claim not paid by the sale proceeds, in
the approximate amount of $198,013 will be treated as an unsecured
claim.
Class 4, Unsecured Claims, is impaired under the Plan. The Class 4
claims will receive $0 from the proposed sale and under the
proposed plan.
The Plan is to be implemented by the sale of all assets of the
Debtor to the "W" Club of Reno, Inc. or other qualified bidder,
pending court approval.
About HMF Golf, Inc.
HMF Golf, Inc. filed a chapter 11 petition (Bankr. W.D. Pa. Case
No. 16-10346) on April 13, 2016. The petition was signed by Todd
McLaughlin, president. The Debtor is represented by Brian C.
Thompson, Esq., at Thompson Law Group, P.C. The Debtor estimated
assets and liabilities at $500,001 to $1 million at the time of
the
filing.
HOMER CITY GENERATION: Taps Epiq as Claims and Noticing Agent
-------------------------------------------------------------
Homer City Generation, L.P., seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC as claims and noticing agent to the
Debtor.
Homer City requires Epiq Bankruptcy to:
a. prepare and serve required notices and documents in the
chapter 11 case in accordance with the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure (the "Bankruptcy
Rules") in the form and manner directed by the Debtor
and the Court, including, if applicable, (i) notice of the
commencement of the case and the initial meeting of
creditors under section 341(a) of the Bankruptcy Code, (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
Debtor's chapter 11 plan, 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 Debtor and the Court may deem
necessary or appropriate for an orderly administration of
the chapter 11 case;
b. prepare and file or cause to be filed with the Clerk an
affidavit or certificate of service for all notices,
motions, orders, other pleadings, or documents served
within seven business days of service that includes (i)
either a copy of the notice served or the docket number(s)
and title(s) of the pleading(s) served, (ii) a list of
persons to whom it was mailed (in alphabetical order) with
their addresses, (iii) the manner of service, and (iv) the
date served;
c. maintain an official copy of the Debtor's schedules of
assets and liabilities and statements of financial affairs
(collectively, the "Schedules"), listing the Debtor's known
creditors and the amounts owed thereto;
d. maintain (i) a list of all potential creditors, equity
holders, and other parties in interest, and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002 and those parties that have filed a
notice of appearance pursuant to Bankruptcy Rule 9010;
e. furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a
proof of claim, after such notice and form are approved by
the Court, and notifying 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 (or the lack thereof, in
cases where the Schedules indicate no debt due to the
subject party) on a customized proof of claim form provided
to potential creditors;
f. maintain a post office box or address for the purpose of
receiving claims and returned mail, and processing all mail
received;
g. process all proofs of claim received, including those
received by the Clerk's office, and checking said
processing for accuracy, and maintaining the original
proofs of claim in a secure area;
h. maintain the official claims register for the Debtor (the
"Claims Registers") on behalf of the Clerk and upon the
Clerk's request, providing the Clerk with certified,
duplicate unofficial Claims Registers; and specifying in
the Claims Registers the following information for each
claim docketed: (i) the claim number assigned; (ii) the
date received; (iii) the name and address of the claimant
and agent, if applicable, who filed the claim; (iv) the
amount asserted; (v) the asserted classification(s) of the
claim (e.g., secured, unsecured, priority, etc.); (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 providing 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 Epiq
Bankruptcy, not less than weekly;
l. upon completion of the docketing process for all claims
received to date for each case, turning over to the Clerk
copies of the Claims Registers for the Clerk's review (upon
the Clerk's request);
m. monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed, and making necessary notations on and changes to
the Claims Registers and any service or mailing lists,
including to identify and eliminate duplicative names and
addresses from such lists;
n. assist in the dissemination of information to the public
and responding to requests for administrative information
regarding the case, as directed by the Debtor and the
Court, including through the use of a case website and call
center;
o. thirty days prior to the close of this case, to the extent
practicable, requesting that the Debtor submits to the
Court a proposed order dismissing Epiq Bankruptcy and
terminating Epiq Bankruptcy's services upon completion of
its duties and responsibilities and upon the closing of
this case;
p. within seven days' notice to Epiq Bankruptcy of entry of an
order closing the chapter 11 case, providing to the Court
the final version of the Claims Registers as of the date
immediately before the close of the case; and
q. at the close of this case, boxing and transporting all
original documents, in proper format, as provided by the
Clerk's office, to (i) the Federal Archives Record
Administration, located at Central Plains Region, 200 Space
Center Drive, Lee's Summit, Missouri 64064 or (ii) any
other location requested by the Clerk's Office.
Epiq Bankruptcy will be paid at these hourly rates:
Clerical/Administrative Support $25–$45
Case Managers $60–$165
IT/Programming $65–$85
Consultants/Directors $150–$190
Solicitation Consultant $185
Executive Vice President, Solicitation $195
Executives No Charge
Epiq Bankruptcy will be paid a retainer in the amount of $20,000.
Epiq Bankruptcy will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Brian Karpuk, member of Epiq Bankruptcy Solutions, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) are not
creditors, equity security holders or insiders of the Debtor; (b)
have not been, within two years before the date of the filing of
the Debtor's chapter 11 petition, directors, officers or employees
of the Debtor; and (c) do not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.
Epiq Bankruptcy can be reached at:
Brian Karpuk
EPIQ BANKRUPTCY SOLUTIONS, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Tel: (212) 225-9200
About Homer City
Homer City Generation, L.P., is the owner of a coal-fired,
independent power production plant located in Homer City,
Pennsylvania, about 45 miles east of Pittsburgh.
Non-debtor EFS Homer City, LLC owns 95.04% of the partnership
interests of Homer City. Metropolitan Life Insurance Company, which
is also not a Debtor in these cases, owns 4.96% of the partnership
interests of Homer City.
Homer City filed a voluntary case under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 17-10086) on Jan. 11,
2017. The case has been assigned to Judge Mary F. Walrath. At the
time of filing, the Debtor estimated assets at $1 billion to $10
billion and liabilities at $500 million to $1 billion.
The Debtor is represented by Joseph Charles Barsalona II, Esq.,
Mark D. Collins, Esq., Andrew Dean, Esq. and Russell C.
Silberglied, Esq. at Richards; PJT Partners serves as its financial
advisor and Zolfo Cooper as its restructuring advisor. Epiq
Bankruptcy Solutions, LLC serves as the Debtor's claims and
administrative advisor.
O'Melveny and Myers LLP and Young Conaway Stargatt & Taylor, LLP
serve as legal advisors to the ad hoc group of noteholders and
Houlihan Lokey serve as the financial advisor to the ad hoc group
of noteholders.
HOVNANIAN ENTERPRISES: BlackRock Inc. Holds 7.9% of Class A Shares
------------------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the Securities and Exchange Commission that as of Dec. 31, 2016, it
beneficially owns 10,368,219 shares of Class A common stock of
Hovnanian Enterprises, Inc. representing 7.9 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/fhrC4S
About Hovnanian Enterprises
Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia. The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.
Hovnanian reported a net loss of $2.81 million on $2.75 billion of
total revenues for the year ended Oct. 31, 2016, compared to a net
loss of $16.10 million on $2.14 billion of total revenues for the
year ended Oct. 31, 2015.
As of Oct. 31, 2016, Hovnanian Enterprises had $2.37 billion in
total assets, $2.50 billion in total liabilities and a total
stockholders' deficit of $128.51 million.
* * *
As reported by the TCR on April 22, 2016, Moody's Investors Service
downgraded the Corporate Family Rating of Hovnanian Enterprises to
'Caa2' and Probability of Default Rating to 'Caa2-PD'. The
downgrade of the Corporate Family Rating reflects Moody's
expectation that Hovnanian will need to dispose of assets and seek
alternative financing methods in order to meet its upcoming debt
maturity wall.
Hovnanian carries a 'CCC+' corporate credit rating from S&P Global
Ratings.
In August 2016, Fitch Ratings affirmed the ratings of Hovnanian
Enterprises, including the company's Long-Term Issuer Default
Rating (IDR) at 'CCC' following the recently announced financing
commitments and proposed tender offer for its existing unsecured
notes.
INDUSTRIAL RIDE: Can Use Bank of America Cash Until Jan. 28
-----------------------------------------------------------
Judge Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona authorized Industrial Ride Shop, LLC, to use
Bank of America, N.A.'s cash collateral on Jan. 15 through Jan. 28,
2017.
The Debtor has sought to use cash collateral to ensure that it
could meet payroll and purchase inventory, among other things.
The Debtor is authorized to use cash collateral in the amount of
$177,185, with the consent of Bank of America.
Bank of America is granted replacement liens in the inventory
purchased in the interim period. The Debtor was directed to pay
Bank of America a one-time payment of $13,100 from the cash
collateral.
A full-text copy of the Order, dated Jan. 20, 2017, is available at
http://bankrupt.com/misc/IndustrialRide2016_216bk14176bkm_109.pdf
About Industrial Ride Shop, LLC
Industrial Ride Shop, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 16-14176), on Dec. 16, 2016. The Petition was
signed by Douglas Butcher, managing member. The case is assigned
to Judge Brenda K. Martin. At the time of filing, the Debtor
estimated both assets and liabilities at $1 million to $10 million
each.
The Debtor tapped Hilary L Barnes, Esq. at Allen Barnes & Jones,
PLC, as bankruptcy counsel. It also engaged Resolute Commercial
Services, LLC, as financial advisor.
INGEVITY CORP: Fitch Assigns 'BB' IDR; Outlook Stable
-----------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'BB' to Ingevity Corporation. Fitch has also
assigned a first-time senior unsecured debt rating of 'BB/RR4' and
a senior secured bank facilities rating of 'BB+/RR1'. The Rating
Outlook is Stable.
KEY RATING DRIVERS
Ingevity was spun-off from WestRock Company on May 16, 2016.
ACTIVATED CARBON GROWTH FUNDAMENTALS
Volume in the Performance Materials segment is driven by gasoline
vapor emission regulation. The company has a very high market share
and technology leadership which should enable segment EBITDA
margins to be sustained over 35%. Regulations are already in place
in the U.S. and Canada to phase in control systems that make more
use of higher margin activated carbon and other regions are
expected to follow over time.
The company completed a $100 million manufacturing facility in
Zhuhai, China in the fourth quarter of 2015 to take advantage of
future growth in the region as well as for export. The facility is
running at 30% of capacity currently. Existing capacity should
support projected growth through 2019 when spending on additional
capacity may be required.
CHALLENGES TO TALL OIL BUSINESS
The drop in oil prices has pressured Ingevity's Performance
Chemicals segment which sells chemicals derived from co-products of
the kraft paper pulping process and competes with products derived
from petroleum to some degree. Currently, capacity utilization is
in the 80% range compared to 100% in 2013 and 2014.
The oil field technologies end-market, including well service
additives, has suffered from reduced domestic production.
The pavement technologies end-market benefits from specific
characteristics to extend road life and reduce energy usage and
should benefit from any increase in infrastructure spending.
Ink resins have suffered from reduced print related to electronic
delivery of written material.
SHORT STAND-ALONE HISTORY
The company has only been public since May 16, 2016 and has yet to
produce its own audited financial statements. The Form-10
associated with the spin-off has limited historical information.
The company does, however, have a long operating history and scant
environmental or pension exposure. The transition of Ingevity from
corporate services previously supplied by WestRock Company has
largely been completed.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for Ingevity
include:
-- No improvement in Performance Chemicals;
-- Performance Materials revenues grow at 7% per annum;
-- Performance Materials margins drop to 35% and are maintained at
that level;
-- Capital expenditures at about 1.5x DDA levels through 2018;
-- No dividends, share repurchases or acquisitions;
-- Debt repaid with free cash flow.
RATING SENSITIVITIES
Negative: Future developments that may, individually or
collectively, lead to negative rating action include:
-- Deterioration in Performance Materials segment EBITDA margins
to below 35% on average;
-- Consolidated EBITDA margins sustained below 20%;
-- FFO net leverage sustainably above 3.0x on average.
Positive: Future developments that may, individually or
collectively, lead to positive rating action include:
-- Recovery in the Performance Chemicals Segment resulting in
segment EBITDA sustainably higher than $100 million and segment
EBITDA margins of at least 16%;
-- FFO net leverage sustainably below 2.5x.
LIQUIDITY
The $400 million revolver was drawn to $190 million in connection
with the distribution to WestRock. However, FCF is expected to be
higher than $50 million in 2016 and should generally allow for debt
reduction in excess of scheduled maturities. Fitch estimates
scheduled maturities at $15 million per year with quarterly
payments beginning in September 2017 stepping up to $30 million per
year in September 2019 with the balance due in May 2021. The
revolver and term loan are secured by substantially all assets
including stock of subsidiaries.
The $80 million capital lease (related to an Industrial revenue
bond with a Jan. 15, 2027 maturity) is virtually defeased through a
trust holding corporate bonds that matures in 2025 and 2026. Net
debt/EBITDA was 2.5x as of Sept. 30, 2016 or 2.2x if the trust
assets are considered as cash.
RECOVERY RATINGS
Fitch has assigned an 'RR4' Recovery Rating to the senior unsecured
debt reflecting average (31% to 50%) recovery prospects and
equalizes the rating to the IDR. Fitch has assigned an 'RR1' to the
senior secured debt reflecting outstanding (91%-100%) recovery
prospects and notches the instrument rating up one notch from the
IDR. While the capital structure currently consists of first lien
senior secured debt, Fitch expects the structure to transition to
more unsecured financing over time as Ingevity exhibits a track
record of moderate leverage and FCF generation.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following first-time ratings to Ingevity
Corporation
-- Long-term IDR 'BB';
-- Senior secured revolving credit facility 'BB+/RR1';
-- Senior secured term loan 'BB+/RR1';
-- Senior unsecured debt 'BB/RR4'.
J. COPELLO INTERNATIONAL: Hires Finestone Hayes as Counsel
----------------------------------------------------------
J. Copello International Corporation seeks authority from the U.S.
Bankruptcy Court for the Northern District of California to employ
Finestone Hayes LLP as counsel to the Debtor.
J. Copello International requires Finestone Hayes to:
a) advise and represent the Debtor to all matters and
proceedings within the Chapter 11 case, other than those
particular areas that may be assigned to special counsel;
b) assist, advise and represent the Debtor in any manner
relevant to a review of its debts, obligations,
maximization of its assets and where appropriate,
disposition thereof;
c) assist, advise and represent Applicant in the operation of
its business;
d) assist, advise and represent the Debtor in the performance
of all of its duties and powers under the Bankruptcy Code
and Bankruptcy Rules, and in the performance of such other
services as are in the interests of the estate; and
e) assist, advise and represent the Debtor in dealing with its
creditors and other constituencies, analyzing the claims in
the case and formulating and seeking approval of a Plan of
Reorganization.
Finestone Hayes will be paid at these hourly rates:
Stephen D. Finestone $435
Jennifer C. Hayes $435
John F. Sullivan $370
Finestone Hayes will be paid a retainer in the amount of $50,000.
Finestone Hayes will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Stephen D. Finestone, member of Finestone Hayes LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Finestone Hayes can be reached at:
Stephen D. Finestone, Esq.
FINESTONE HAYES LLP
456 Montgomery Street, 20th Floor
San Francisco, CA 94104
Tel: (415) 421-2624
Fax: (415) 398-2820
About J. Copello International Corporation
J Copello International Corporation, based in Millbrae, CA, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-31345) on
December 16, 2016. The Hon. Dennis Montali presides over the case.
Stephen D. Finestone, Esq., at Finestone Hayes LLP, to serve as
bankruptcy counsel. The Debtor hires Littler Mendelson, PC as
special counsel.
In its petition, the Debtor estimated $744,622 in assets and $2.90
million in liabilities. The petition was signed by Jack Copello,
president.
J. COPELLO INTERNATIONAL: Hires Littler as Special Counsel
----------------------------------------------------------
J. Copello International Corporation seeks authority from the U.S.
Bankruptcy Court for the Northern District of California to employ
Littler Mendelson, PC as special counsel to the Debtor.
J. Copello International requires Littler to represent the Debtor
in its labor related cases, including to:
a. assist the Debtor in its efforts to either restructure its
collective bargaining agreements or reject them as
appropriate;
b. advise with respect to its obligations to the unions and
their related trust funds; and
c. represent the Debtor in any litigation with the unions
either in or outside of the Bankruptcy Court.
Littler will be paid at these hourly rates:
Richard N. Hill $525
Littler will be paid a retainer in the amount of $32,042.92.
Littler will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Richard N. Hill, member of Littler Mendelson, PC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Littler can be reached at:
Richard N. Hill, Esq.
LITTLER MENDELSON, PC
333 Bush Street, 34 th Floor
San Francisco, CA 94104
Tel: (415) 433-1940
Fax: (415) 399-8490
About J. Copello International Corporation
J Copello International Corporation, based in Millbrae, CA, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-31345) on
December 16, 2016. The Hon. Dennis Montali presides over the case.
Stephen D. Finestone, Esq., at Finestone Hayes LLP, to serve as
bankruptcy counsel. The Debtor hires Littler Mendelson, PC as
special counsel.
In its petition, the Debtor estimated $744,622 in assets and $2.90
million in liabilities. The petition was signed by Jack Copello,
president.
KENTISH TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kentish Transportation, Inc.
fka KTI Express Courier
4839 Sparkman Dr.
Huntsville, AL 35810
Case No.: 17-80242
Chapter 11 Petition Date: January 25, 2017
Court: United States Bankruptcy Court
Northern District of Alabama (Decatur)
Judge: Hon. Clifton R. Jessup Jr.
Debtor's Counsel: Stuart M Maples, Esq.
MAPLES LAW FIRM, PC
200 Clinton Avenue W., Suite 1000
Huntsville, AL 35801
Tel: 256 489-9779
Fax: 256-489-9720
E-mail: smaples@mapleslawfirmpc.com
Total Assets: $99,948
Total Liabilities: $1.11 million
The petition was signed by Cecilio Kentish, Jr., president/CEO.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/alnb17-80242.pdf
LAKEWOOD DEVELOPMENT: Disclosures Okayed, Plan Hearing on Feb. 21
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri will
consider approval of the Chapter 11 plan of Lakewood Development
Company LLC at a hearing on Feb. 21.
The hearing will be held at 10:00 a.m., at the U.S. Courthouse,
Courtroom 6A, 400 E. 9th Street, Kansas City, Missouri.
The court will also consider at the hearing the final approval of
Lakewood's disclosure statement, which it conditionally approved on
Jan. 19.
The order set a Feb. 15 deadline for creditors to cast their votes
and file their objections.
About Lakewood Development Company
Lakewood Development Company LLC filed a Chapter 11 bankruptcy
petition (Bankr. w.D.MO. Case No. 16-50425) on October 17, 2016.
The petition was signed by Jerry Alan Sigtist, managing partner.
The Debtor disclosed total assets of $4.20 million and total
liabilities of $2.42 million.
Hon. Cynthia A. Norton presides over the case. Krigel & Krigel, PC
represents the Debtor as legal counsel.
On January 17, 2017, the Debtor filed a Chapter 11 plan and a
disclosure statement.
An official committee of unsecured creditors has not yet been
appointed in the Debtor's Chapter 11 case.
LIBERTY ASSET: Huang Buying San Marino Property for $5.2 Million
----------------------------------------------------------------
Liberty Asset Management Corp. asks the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of
commercial real property and improvements located at 415 Huntington
Drive, San Marino, California, to Ganyu Huang for $5,150,000,
subject to overbid at an auction on Feb. 10, 2017.
Due to certain prepetition disputes among its principals,
litigation with certain third parties and, in order to preserve the
value of its assets, the Debtor determined that the commencement of
this bankruptcy case was necessary and proper. Upon commencement
of the case, the Debtor has already initiated certain adversary
proceedings for a determination as to the ownership of the various
properties and entities.
The Debtor's goal for this bankruptcy is to maximize the value of
its assets in light of the circumstances of the case and generate
funds to pay its creditors.
Among the assets of the estate is the Property. The approximately
50,000 sq. ft. Property includes an approximately 18,000 sq. ft.
one-story building with 60 parking spaces.
Although it is a commercial property, it is zoned residential.
This is based on the fact that San Marino does not provide for
commercial zoning, yet permits certain businesses along Huntington
Drive to engage in commercial business. However, such permission
contains substantial restrictions, including, without limitation,
the prohibition from operating a retail location with regular
retail customer traffic. The foregoing zoning and operating
restrictions made marketing the Property difficult.
In May 2016, the Debtor engaged Keller Williams Santa
Monica/Pacific Palisades, and in particular Lulu Knowlton to serve
as its real estate Broker to market, among other real properties,
the Property for sale. The Court thereafter entered its order
authorizing the Debtor’s employment of Keller Williams to serve
as its real estate Broker for the Property. In the event of a
successful sale of the Property to a buyer procured by the Broker,
the Broker will be entitled to the payment of a broker commission
equal to 4% of the gross sale price from the proceeds of such sale
at the closing.
The Debtor and Keller Williams have worked diligently to identify
prospective purchasers for the Property. The Property was marketed
for many months. Although numerous offers were received, the
Debtor, in consultation with the Committee, determined that the
highest and best offer was made by the Buyer in accordance with the
Commercial Property Purchase Agreement.
The initial purchase price pursuant to the APA was $5,500,000, but
the Buyer was provided with a due diligence period. The Buyer's
due diligence revealed extensive damage to the Property and,
especially, its electrical systems. Renewed negotiations commenced
to address the concern. After discussions, the Debtor and the
Buyer have agreed to amend the purchase price to $5,150,000 on the
condition that the Buyer waives all further due diligence. The
Buyer agreed to the foregoing. A deposit of $300,000 has been
transferred by the Buyer to escrow pending approval of the sale,
subject to overbid, by the Bankruptcy Court.
In summary, the APA provides for the sale of the estate's right,
title and interest in the Property and improvements, all in "as is,
where is" condition, with no representation or warranty, and free
and clear of liens, claims and interests, subject to overbid, and
in accordance with the terms and conditions set forth in the APA.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Liberty_Asset_322_Sales.pdf
According to the Preliminary Title Report for the Property ("PTR"),
other than secured real property taxes, the only other secured
debts with respect to the Property are:
a. Lien in the name of Bank SinoPac in the original amount of
$3,300,000, which was subsequently assigned to 1595 17th Street,
LLC ("Assignee").
b. Lien in the name of Heusing Holdings in the original amount
of $2,000,000.
The letter agreement and assignment document confirm the assignment
of the secured debt from Bank SinoPac to Assignee, an entity
controlled by Lucy Gao. Further, pursuant to a turnover
stipulation and order approving the turnover stipulation, Ms. Gao
transferred any and all interests, direct or indirect, which she
may hold in, among other things, the Property, to the Debtor.
Based on the foregoing, it is the Debtor's position that the
obligation originally in the name of Bank SinoPac has been
satisfied in full and no amounts are due and owing in connection
with the sale transaction.
The Heusing Holdings obligation is subject to dispute which will be
addressed in the future. The Debtor is hopeful that Heusing
Holdings will consent to the sale provided that its lien attaches
to the proceeds with the same extent, validity and priority as
before the sale. In the event that Heusing Holdings does not
consent to the sale, the Debtor nevertheless believes that the sale
may be approved over such objection based on the fact that the sale
proceeds exceed the amount of the claim.
While the Debtor is prepared to consummate a sale of the Property
to the Buyer, the Debtor is also interested in obtaining the
maximum price for the Property. Accordingly, the Debtor filed a
motion to approve certain bid procedures.
The salient terms of the Bidding Procedures are:
a. Alternative Bid: Must be in the sum of at least $150,000 over
the Purchase Price, or $5,300,000.
b. Bid Deadline: Feb. 3, 2017 at 5:00 p.m. (PPT)
c. Deposit: $300,000
d. Bid Increment: $50,000
e. Auction: The Auction will take place at the offices of
Levene, Neale, Bender, Yoo & Brill L.L.P., 10250 Constellation
Blvd., 17th Floor on Feb. 10, 2017 at 10:00 a.m. (PPT).
f. Backup Bidder: The qualified bidder who submits the second
best/highest bid for the Property at the Auction shall be
designated as the backup bidder.
g. Closing of Sale and Forfeiture of Deposits: The winning
bidder will have until 14 days after the date of entry of the order
approving the Sale Motion to consummate the sale of the Property.
If the winning bidder fails to do so, the winning bidder will be
deemed to have forfeited its deposit unless the Court or the Debtor
agrees to provide the winning bidder with an extension of time to
close the sale.
h. Breakup Fee: In the event that the winning bidder of the
Property following the Auction is a party other than the Buyer, the
Buyer will be entitled to the payment of a Breakup Fee in the sum
of $128,000, to be paid to the Buyer at the closing of the sale in
the event that the winning bidder of the Property following the
Auction is a party other than the Buyer.
The Debtor has ceased operations and its goal in the bankruptcy
case is to liquidate its assets to maximize recoveries for
creditors. The Debtor believes that the liquidation of its assets
will generate sufficient proceeds to permit the Debtor to pay its
creditors a significant distribution. The proposed sale of the
Property to the Buyer is anticipated to result in sale proceeds of
approximately $5,150,000 (subject to increase by overbid), which
will facilitate the goal of liquidating assets to pay creditors.
Accordingly, the Debtor asks the Court to approve the proposed sale
of Property.
The Debtor and its estate continue to incur administrative expenses
for postpetition expenses obligations as owner and lessor of the
Property. To prevent the increase of such administrative expenses
and maximize the potential recovery to creditors of the estate, the
Debtor and the Buyer (or a successful overbidder) must be permitted
to consummate the sale of the Property as soon as possible after
entry of an order granting the Motion. To facilitate the most
expeditious sale closing possible, the Debtor asks that the order
granting the Motion be effective immediately upon entry by
providing that the 14-day stay periods provided by Bankruptcy Rule
6004(h) and 6006(d) are waived.
About Liberty Asset
Before ceasing operations, West Covina, California-based Liberty
Asset Management Corporation was a real estate management company.
Its mission was to seek out real estate opportunities throughout
Northern and Southern California, invest in such opportunities, and
manage them.
Liberty Asset Management Corporation filed for Chapter 11
protection (Bankr. C.D. Cal. Case No. 16-13575) on March 21, 2016.
The Debtor estimated assets at $100 million to $500 million and
debts at $50 million to $100 million. The petition was signed by
Benjamin Kirk, CEO.
Attorney David B. Golubchik, Esq., at Leven Neale Bender Yoo &
Brill LLP, represents the Debtor in its restructuring effort.
The Office of the U.S. Trustee on April 27, 2016, appointed three
creditors to serve on an official committee of unsecured creditors.
The Committee tapped Jeremy V. Richards, Esq., John D. Fiero,
Esq., Gail S. Greenwood, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as
counsel. Development Specialists Inc. serves as the Committee's
financial advisor.
LIFE PARTNERS: Payment of Investors' Counsel's Admin Claim OK'd
----------------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas has granted the request of Susan B.
Hersh, P.C., counsel for the Small Individual Investors Group, for
allowance and payment of its Section 503(B) administrative claim,
pursuant to the court order granting request for allowance and
payment of Section 503(B) Administrative Claim, entered Dec. 15,
2016, in the Chapter 11 case of Life Partners Holdings, Inc.
The U.S. Trustee had objected to the payment.
The Court ruled that Small Individual Investors made a substantial
contribution, which benefitted the bankruptcy proceedings under
Section 503(b)(4) of the Bankruptcy Code by providing professional
services of an attorney to a Section 503(b)(3) creditor group.
Small Individual Investors need not prove as a condition to
recovery for substantial benefit that it had no self-deprecating,
altruistic interest, the Court said.
The Court pointed out that Small Individual Investors' efforts are
endorsed by prevailing 5th Circuit precedent to promote, under
exceptional circumstances when required, meaningful contributions
by non-estate professionals. Exceptional circumstances here
warranted the meaningful contributions made by Small Individual
Investors as detailed in the findings. Small Individual Investors'
efforts were not duplicative and in fact were at times adverse to
the efforts of the formal committee and the Chapter 11 trustee
toward the common objective of a plan of reorganization.
According to the Court, Small Individual Investors, through its
involvement, has provided a direct, significant and clearly
demonstrable benefit to the estate. These, among others, are
specific, identifiable and tangible contributions -- any one of
which provided value for the investors and the estate in excess of
the substantial contribution award being sought -- made by Small
Individual Investors:
a. significantly assisted in the formulation of the structure
of the initial plan through substantial participation in
the negotiation of the term sheet followed by extensive
participation in the negotiation of the terms of the
initial plan and all subsequent iterations thereof --
including supporting the separate and non-duplicative
efforts of Class Counsel and the Class Plaintiffs to
compromise the Ownership Issue and allow investors to
elect to retain ownership or pool their positions going
forward, creation of a trust to own a pool of insurance
positions contributed, creation of a litigation trust for
unsecured creditors, supporting the separate and non-
duplicative efforts of Class Counsel and Class Plaintiffs
to compromise of ownership issues for a percentage of all
interests, the insurance trust would own and operate the
servicing company and the borrowing by the estate from
post-petition maturities, with 10% interest, pending
confirmation of the plan -- the basic structure of the
plan ultimately confirmed;
b. discovered the existence and fought for a solution to the
Pre-Petition Surprise Defaults issue where new pre-
petition premiums were added to an investor's account of
outstanding balances as a result of the Trustee's review
and reconstruction of records;
c. advocated for and negotiated a procedure to allow
investors to be able to dispute the validity of the Pre-
Petition Surprise Defaults without first having to pay the
disputed amount, including the creation of a procedure
that would be fair and accessible to an investor, which
procedure was adopted fully into the plan;
d. identified an error in the plan that mistakenly subtracted
outstanding defaults from an investor's rescission claim
-- mistake corrected and which correction benefitted all
investors going into the Creditors' Trust from having an
improper deduction from the amount of their respective
share;
e. advocated against the plan provision that only Post-
Petition Maturities as of Aug. 1, 2016, would be paid out
to investors who timely elected appropriately. Small
Individual Investors negotiated with the Plan Proponents
to amend the plan to provide that the Post-Petition
Maturities that were to be paid out were those that
matured within ten days following confirmation -- which
would be approximately Nov. 11, 2016. The difference in
maturities to be paid out between Aug. 1, 2016, and
Nov. 11, 2016, is $24,046,239.96. This provision was
formally filed as a stipulation between Small Individual
Investors and others identified and the Joint Plan
Proponents; and
f. Small Individual Investors negotiated with the Plan
Proponents to amend the plan provision so that Post-
Petition Maturities would be paid to investors regardless
of election (or whether any election was made). Same was
formally included in stipulation with the Court that was
incorporated into the revised plan. Same was reflected in
the ultimate plan confirmed as amended Section 4.21.
A full-text copy of Judge Nelms' Findings of Fact and Conclusions
of Law dated January 17, 2017, is available at https://is.gd/iGvNk5
from Leagle.com.
Life Partners Holdings, Inc., Debtor, is represented by G. Kevin
Buchanan, Kevin Buchanan & Associates, PLLC, Katharine Battaia
Clark, Thompson & Knight LLP, Jennifer Rudenick Ecklund, Thompson &
Knight LLP, Melanie Pearce Goolsby, Pronske Goolsby & Kathman,
P.C., Susan B. Hersh, Susan B. Hersh, P.C., Jason Patrick Kathman,
Pronske Goolsby & Kathman, P.C., Clayton D. Ketter, Phillips Murrah
P.C., Charles Alfred Mackenzie, C. Alfred Mackenzie, Attorney at
Law, Melvin R. McVay, Jr., Phillips Murrah P.C., Jay Ong, Munsch
Hardt Kopf & Harr, P.C., Gerrit M. Pronske, Pronske Goolsby &
Kathman, P.C., Jeff P. Prostok, Forshey & Prostok, LLP & Kevin S.
Wiley, Jr., The Wiley Law Group, PLLC.
Life Partners, Inc., Consolidated debtor, is represented by David
M. Bennett, Thompson & Knight LLP & Nicole Leigh Williams, Thompson
& Knight LLP.
LPI Financial Services, Inc., Consolidated debtor, is represented
by John Machir Stull, Gruber Elrod Johansen Hail Shank.
H. Thomas Moran, II, Trustee, is represented by Timothy D. Kline,
Phillips Murrach P.C. & Raymond E. Zschiesche, Phillips Murrah,
P.C.
U.S. Trustee is represented by Lisa L. Lambert, Office of the
United States Trustee, Erin Marie Schmidt, United States Trustee &
Elizabeth A. Ziegler, U.S. Trustee Office.
Brian D. Pardo, Brian D. Pardo, as Trustee for the IRA Funded Life
Trusts, Intervenor, represented by Brent C. Perry, Burford Perry
LLC.
About Life Partners Holdings
Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the
secondary market for life insurance, commonly called "life
settlements." Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500 policies
totaling over $3.2 billion in face value.
LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).
Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.
The case is assigned to Judge Russell F. Nelms. J. Robert Forshey,
Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor.
LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.
The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.
Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case. At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee. On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in
LPHI's case. The trustee is represented by Thompson & Knight LLP.
The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).
Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt. LPI Financial estimated
less than $50,000.
LIQUIDMETAL TECHNOLOGIES: Has Deal to Buy Calif. Property for $7.8M
-------------------------------------------------------------------
Liquidmetal Technologies, Inc., entered into a Standard Offer,
Agreement and Escrow Instructions for Purchase of Real Estate with
Valencia Circle, LLC to purchase an approximately 40,934 square
foot building located at 20321 Valencia Circle, Lake Forest,
California 92630, which the Company expects to use for
manufacturing and office space. The total purchase price for the
Property is $7,818,394, exclusive of closing costs. The Company
intends to fund the purchase of the Property through available cash
on hand. Subject to inspection and other customary closing
contingencies, the sale of the Property is expected to close on
Feb. 17, 2017.
About Liquidmetal Technologies
Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries. The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.
Liquidmetal reported a net loss and comprehensive loss of $7.31
million on $125,000 of total revenue for the year ended Dec. 31,
2015, compared to a net loss and comprehensive loss of $6.55
million on $603,000 of total revenue for the year ended Dec. 31,
2014.
As of Sept. 30, 2016, Liquidmetal had $8.79 million in total
assets, $5.48 million in total liabilities and $3.30 million in
total shareholders' equity.
SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, stating that the Company has suffered
recurring losses from operations, has negative cash flows from
operations and has an accumulated deficit. This raises substantial
doubt about the Company's ability to continue as a going concern.
LOVE GRACE: Seeks to Use Home Bank, Padial Cash Collateral
----------------------------------------------------------
Love Grace Holdings, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Louisiana for authorization to use cash
collateral.
The Debtor relates that it is seeking interim relief pending review
by interested parties of the proposed financing arrangements. The
Debtor asserts that such interim relief is necessary for the Debtor
to continue operating and authorizing the Debtor to pay such
necessary expenses as, acquisition of inventory, payment of
employees' prepetition and postpetition wages, related expenses,
benefits, and taxes when the payroll is due, lease payments and
expenses of operation, without such interim relief the Debtor's
operations will suffer resulting irreparable injury should interim
relief not be granted.
The Debtor contends that Home Bank and Carlos Padial, Jr., have
liens on the Debtor's inventory. The Debtor owes Home Bank
approximately $1,000,000, and Mr. Padial about $150,000. The
Debtor further contends that at the time of filing, its inventory
was valued at $400,000 at cost.
The Debtor proposes to maintain its inventory at $400,000 based on
cost. The Debtor further proposes to pay off the Padial credit
card debt used to purchase inventory provided and equal amount of
inventory is acquired for the Debtor. The Debtor adds that it
intends to grant Home Bank and Mr. Padial with a replacement lien
on after-acquired inventory in the same rank and priority as they
each currently possess and subject to any DIP loan that may be
approved by the Court.
The Debtor's proposed Budget for the months of January through
August provide for total expenses in the amount of $1,918,855.
The following events constitute an Event of Default:
(1) The Debtor will suffer the appointment of a trustee or
examiner with expanded powers.
(2) The Chapter 11 case is converted to a case under chapter 7
of the Bankruptcy Code, or the Debtor files a motion to convert its
Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code.
(3) The Debtor fails to maintain $400,000 in inventory at
cost.
The occurrence of an Event of Default will be a Termination Date,
where the Debtor's right to use cash collateral will automatically
and immediately terminate unless otherwise agreed to by Home Bank
and Mr. Padial in writing.
The Carve Out will consist of:
(1) Court costs and U.S. Trustee's fees;
(2) fees and costs allowed for bankruptcy counsel and other
professionals retained by the Debtor, in an amount not to exceed
$25,000, in addition to any retainers received by such counsel and
other professionals prior to the Petition Date.
A full-text copy of the Debtor's Motion, dated Jan. 20, 2017, is
available at http://bankrupt.com/misc/LoveGrace2017_1710057_9.pdf
A full-text copy of the proposed Budget, dated Jan. 20, 2017, is
available at
http://bankrupt.com/misc/LoveGrace2017_1710057_9_1.pdf
About Love Grace Holdings
Love Grace Holdings, Inc., doing business as Apricot Lane and Blu
Spero Boutique, operates a series of retail clothing outlets in
malls. The locations are in Florida, Alabama, Louisiana and
Mississippi.
Love Grace Holdings filed a chapter 11 petition (Bankr. M.D. La.
Case No. 17-10057) on Jan. 20, 2017. The petition was signed by
Arthur A. Lancaster, Jr., president and sole shareholder. The case
is assigned to Judge Douglas D. Dodd. The Debtor estimated assets
and liabilities at $1 million to $10 million.
The Debtor is represented by Greta M. Brouphy, Esq., and Douglas S.
Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC.
MASON'S TRANSPORT: IRS Tries to Block Disclosures Approval
----------------------------------------------------------
The Internal Revenue Service filed with the U.S. Bankruptcy Court
for the Southern District of West Virginia an objection to Mason's
Transport Inc.'s disclosure statement and reorganization plan dated
Dec. 20, 2016.
The IRS filed Claim No. 1-1 on April 12, 2016, asserting a secured
claim of $33,207.01; an estimated priority claim of $4,424.40; and
an unsecured general claim of $23,791.02. The Debtor has not
objected to Claim No. 1-1.
The IRS tells the Court that it is unable to determine the amount
of the Debtor's federal tax liabilities because the Debtor has not
filed U.S. Corporation Income Tax Returns, Form 1120, for 2012,
2013, 2014 and 2015. Neither the Disclosure Statement nor Plan
provide for the IRS to retain its liens until its secured claim is
fully paid as required by 11 U.S.C. Section 1129(b)(2)(A)(i)(I).
Both the Disclosure Statement and Plan pay the IRS
post-confirmation interest at 3%. The appropriate rate of interest
is currently 4%.1
On page 5 of the Disclosure Statement and page 2 of the Plan, the
Debtor proposes to pay the IRS's secured and priority claims in
monthly installments of $750. At that rate of payment, the Debtor
will take approximately four and one-half years from confirmation
to pay these claims. The IRS says that while this payment schedule
violates 11 U.S.C. Sections 1129(a)(9)(C)& (D) by not paying the
IRS's priority claim plus interest over a period ending not later
than five years after the date of the court order for relief, which
in this case is March 4, 2016, the IRS is willing to accept this
payment schedule provided the Debtor cure the IRS' objections to
the Disclosure Statement and Plan.
A copy of the Objection is available at:
http://bankrupt.com/misc/wvsb16-50052-63.pdf
As reported by the Troubled Company Reporter on Jan. 5, 2017, the
Court has scheduled for Feb. 1 a hearing to consider the
confirmation of the Debtor's Chapter 11 plan of reorganization and
the final approval of the accompanying Disclosure Statement. Under
the proposed plan, Class U-2 non-insider unsecured creditors
of the Debtor will get 52% of their claims and will receive 20
quarterly payments without interest. These creditors, which assert
$154,688 in claims, will be paid $4,000 per quarter.
About Mason's Transport
Mason's Transport, Inc., is a corporation, which began business in
Raleigh County, West Virginia, in 2004. It operates from Bolt,
Raleigh County, and has always been engaged in the coal hauling
business.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.W. Va. Case No. 16-50052) on March 4, 2016.
Joseph W. Caldwell, Esq., at Caldwell & Riffee serves as the
Debtor's bankruptcy counsel.
MOHAVE AGRARIAN: Hires Burr as Rebuttal Expert
----------------------------------------------
Mohave Agrarian Group, seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to employ Mr. Edward Burr, of
Edward Burr Henry & Horne LLP as interest rate rebuttal expert to
the Debtor.
Mohave Agrarian requires Mr. Edward Burr to provide expert opinions
and rebuttal reports regarding the interest rates proposed in
Debtor's Plan of Reorganization filed in the bankruptcy case.
Burr will be paid at the hourly rate of $80-$355.
Burr will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Edward Burr, member of Edward Burr Henry & Horne LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) are not
creditors, equity security holders or insiders of the Debtor; (b)
have not been, within two years before the date of the filing of
the Debtor's chapter 11 petition, directors, officers or employees
of the Debtor; and (c) do not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.
Burr can be reached at:
Edward Burr
EDWARD BURR HENRY & HORNE LLP
2055 E Warner Road, Suite 101
Tempe, AZ 85284
Tel: (480) 839-4900
Fax: (480) 820-8726
About Mohave Agrarian Group
Headquartered in Las Vegas, Nevada, Mohave Agrarian Group, LLC, is
a privately-held company founded in January 2014.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 16-10025) on Jan. 5, 2016, estimating its assets at
between $10 million and $50 million and its liabilities at between
$1 million and $10 million. The petition was signed by James M.
Rhodes as president of Truckee Springs Holdings, Inc., manager of
Mohave Agrarian. Fox Rothschild LLP represents the Debtor as
counsel. Judge Mike K. Nakagawa has been assigned the case.
Brett A. Axelrod, Esq., at Fox Rothschild LLP serves as the
Debtor's bankruptcy counsel.
MOTHERS FOOD: Court Approves Plan and Disclosure Statement
----------------------------------------------------------
The Hon. Donald R. Cassling issued an order approving the amended
disclosure statement and confirming the amended plan of
reorganization filed by Mothers Food, Inc., dated Nov. 28, 2016.
Post-confirmation hearing is scheduled for March 21, 2017, at 10:00
a.m. at 219 South Dearborn, Courtroom 619, Chicago, IL.
As previously reported by The Troubled Company Reporter, under the
plan, general unsecured creditors classified in Class 1 will
receive a distribution of 100% of their allowed claims payable in
monthly installments to be distributed over a five-year period.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb16-08646-76.pdf
About Mothers Food
Mothers Food, Inc., is a non-public corporation. Since 2011,
the
Debtor has been in the business of Debtor is an Illinois
Corporation that was incorporated Dec. 13, 2011. The business
is
located 4758 S Wood Street, Chicago, Illinois 60609 and it is
owned
by Odieh J. Ayesh who is the sole shareholder. The Debtor
operates
a small grocery store. The Debtor's family helps with the store
the owner is the only person receiving income from the store at
this time.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
16-08646), on March 14, 2016. The Petition was signed by its
President, Odieh Ayesh. The Debtor is represented by Robert J.
Adams, Esq., at Robert J Adams & Associates.
At the time of filing, the Debtor had $50,000 in estimated assets
and $50,000 to $100,000 in estimated liabilities.
MRI INTERVENTIONS: 2016 Disposable Product Rev Up 36% Over 2015
---------------------------------------------------------------
MRI Interventions, Inc., announced its preliminary revenues for the
fourth quarter and the year ended Dec. 31, 2016, and reiterated
clinical progress reported by Voyager Therapeutics, Inc. (NASDAQ:
VYGR) regarding their VY-AADC01 Phase 1b trial, which utilizes MRI
Interventions' ClearPoint Neuro Navigation System and SmartFlow
Cannula.
Frank Grillo, MRI Interventions' president and CEO, noted, "We are
pleased to see the continuing increase in our disposable product
sales, as evidenced by a 35% increase in the fourth quarter of 2016
over the same period in 2015 and a 36% increase year over year.
This growth in disposables shows the ongoing adoption of our
technology in a variety of neurosurgical procedures. For the first
time, we exceeded 500 procedures in a calendar year, a trend we
expect to continue. We were also pleased to see the recent
clinical trial progress announced by Voyager Therapeutics last
week. Voyager reported that the clinical trial of its gene
therapy, VY-AADC01, is progressing well with all five patients in
Cohort 3 successfully completing treatment. The use of real-time,
intra-operative MRI-guided delivery allowed the surgical teams to
visualize the delivery of VY-AADC01 and to achieve greater average
coverage of the putamen in Cohort 3 (42%) compared to Cohort 2
(34%) with similar infusion volumes and Cohort 1 (21%) with a lower
infusion volume. The ongoing Phase 1b trial utilizes our
ClearPoint Neuro Navigation System and SmartFlow Cannula, enabling
real-time, MRI guided infusion of VY-AADC01. Our products enable
surgeons in this trial, and other trials, to visualize real-time
infusions of the drug directly into the desired target in the
brain, and we are proud to see our products now being used in at
least six different clinical and pre-clinical trials."
Revenue for Year Ended December 31, 2016
ClearPoint disposable product sales for the year ended Dec. 31,
2016, were $4.8 million, compared with $3.5 million for the same
period in 2015, representing an increase of $1.3 million, or 36%.
This increase was due primarily to a greater number of procedures
in 2016, which, as previously reported, exceeded 500 procedures for
the first time in the Company's history, using the ClearPoint Neuro
Navigation System, relative to 2015.
ClearPoint reusable product sales for the year ended Dec. 31, 2016,
were $831,000, compared with $907,000 for the same period in 2015.
Reusable products consist primarily of computer hardware and
software bearing sales prices that are appreciably higher than
those for disposable products and historically have fluctuated from
period to period.
Total revenues were $5.7 million for the year ended Dec. 31, 2016,
and $4.6 million for the same period in 2015, an increase of $1.2
million, or 25%.
Revenue for Quarter Ended December 31, 2016
ClearPoint disposable product sales for the three months ended Dec.
31, 2016, were $1.4 million, compared with $1.0 million for the
same period in 2015, representing an increase of $354,000, or 35%.
This increase was due primarily to a greater number of procedures
performed using the ClearPoint Neuro Navigation System in the
fourth quarter of 2016, relative to the same period in 2015.
ClearPoint reusable product sales for the three months ended
Dec. 31, 2016, were $224,000, and $438,000 for the same period in
2015.
Total revenues were $1.6 million for the three months ended
Dec. 31, 2016, and $1.5 million for the same period in 2015, an
increase of $124,000, or 8%.
MRI Interventions plans a full release of its results for the three
months and year ended Dec. 31, 2016 in February 2017.
A full-text copy of the press release is available for free at:
https://is.gd/4nnh0c
About MRI Interventions
Based in Irvine, Calif., MRI Interventions, Inc., is a medical
device company. The Company develops and commercializes platforms
for performing minimally invasive surgical procedures in the brain
and heart under direct, intra-procedural magnetic resonance imaging
(MRI) guidance. It has two product platforms: ClearPoint system,
which is used to perform minimally invasive surgical procedures in
the brain and ClearTrace system, which is under development, to be
used to perform minimally invasive surgical procedures in the
heart.
MRI Interventions reported a net loss of $8.44 million in 2015
following a net loss of $4.52 million in 2014.
As of Sept. 30, 2016, MRI Interventions had $9.01 million in total
assets, $8.43 million in total liabilities, and $574,585 in total
stockholders' equity.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company incurred net
losses during the years ended Dec. 31, 2015, and 2014 of
approximately $8.4 million and $4.5 million, respectively.
Additionally, the stockholders' deficit at December 31, 2015 was
approximately $2 million. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
MWM & SONS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee on Jan. 25 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of MWM & Sons, Corporation.
About MWM & Sons
MWM & Sons Corporation filed a Chapter 11 bankruptcy petition
(Bankr. D.MD. Case No. 16-25851) on December 2, 2016. Hon. Wendell
I. Lipp presides over the case. The Burns Law Firm represents the
Debtor as counsel. The Debtor hired Weil, Akman, Baylin & Coleman,
PA as its accountant.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Moin M.
Ahmad, president.
NEPHROS INC: Estimates Q4 Total Revenue of Over $740,000
--------------------------------------------------------
Nephros, Inc., provided a general update on the Company's
activities and guidance for the fourth quarter of 2016.
General Corporate Update
The primary objectives in the second half of 2016 were to support
the commercial launch of the S100 Point-of-Use filters and to
complete the regulatory process for the 10" cartridge platform. The
Company also focused efforts on launching its hemodiafiltration
(HDF) treatment at a dialysis clinic managed by Vanderbilt
University.
S100 Point-of-Use Filters for Infection Control
The S100 product line has been well received by our customers and
our distribution partners. Qualitative and quantitative data from
the field have validated the performance of the filter, which
supports our ability to both provide a quality infection control
product and reduce a hospital's overall annual filtration costs.
During the fourth quarter, manufacturing scale-up progressed well.
The Company expects significant growth in S100 sales as our
distribution partners continue to support infection control
personnel and hospital building engineers with the development of
their water management plans. Point-of-use filters, in addition to
routine bacterial testing and secondary disinfection, play a
significant role in the prevention of Legionella and other diseases
related to waterborne pathogens.
HydraGuardTM and EndoPurTM Ultrafilters
In the fourth quarter of 2016, the Company completed the additional
testing requested by the U.S. Food and Drug Administration (FDA)
and submitted the additional data for both the HydraGuardTM 10"
cartridge, intended for use in infection control, and the EndoPurTM
10" cartridge, intended for use in the filtration of water for
dialysis. The HydraGuardTM 10" cartridge received 510(k) clearance
at the end of December in 2016. The Company anticipates 510(k)
clearance for the EndoPurTM 10" cartridge by the end of the first
quarter of 2017.
The Company intends to begin shipping HydraGuardTM products to
customers by the end of March 2017. Pending clearance, the Company
intends to begin shipping EndoPurTM products during the second
quarter.
OLpur H2H Hemodiafiltration Module
Throughout 2016, Nephros utilized the learning and feedback from
over 1,700 patient treatments to make minor software improvements,
to modify and update the operational procedures, and to enhance the
user training experience.
In mid-January, nephrologists at Vanderbilt began treating patients
with the Nephros OLpur H2H Hemodiafiltration Module. The treatment
team is led by Dr. Jamie P. Dwyer and Clinical Manager, Helen
Smiltneek, BSN, RN. Dr. Dwyer and Nurse Smiltneek have been working
with patients individually to provide them information on the
benefits of HDF therapy as demonstrated in various European
clinical trials. Smiltneek states, "We are very excited to be able
to offer this innovative modality option to our patients. It has
been available for years in Europe and Japan and now we are among
the first to provide HDF treatments in the USA."
Commercial and Industrial Filtration Products
Nephros anticipates launching additional NanoGuardTM products in
the first half of 2017. The NanoGuard-E, an ultrafiltration
product that plugs directly into an Everpure filter manifold, will
be available in February, allowing the Company to target the food
service and hospitality industry. The NanoGuard-C, the industrial
version of the HydraGuard, will be available in the second quarter.
Also in 2017, the Company intends to launch a lead-removal filter
system that can provide over 20,000 gallons of treated water. Most
of the Company's strategic distribution partners, who provide water
treatment services to hospitals and medical clinics, also provide
water treatment services to a wide range of commercial and
industrial customers.
Fourth Quarter 2016 Revenue Guidance
The Company expects total revenue for the quarter ending Dec. 31,
2016, to exceed $740,000, an increase of approximately 45% over the
same period in 2015. At the current sales trajectory, the Company
believes that it will be cash flow positive by the end of the
second quarter of this year as the 10" cartridge product line
becomes commercially available.
"In addition to the booked sales in the fourth quarter, we closed
out the year with more than $120,000 in purchase orders in hand,
and we experienced more demand than we could service because of
short-term supply constraints as we were ramping up production,"
said Daron Evans, president and chief executive officer of the
Nephros. "We have had great feedback from our strategic partners
and customers on our new products, particularly in the infection
control market. Anecdotal stories about head-to-head performance
tests versus our competitors have been very encouraging."
About Nephros
River Edge, N.J.-based Nephros, Inc., is a commercial stage medical
device company that develops and sells high performance liquid
purification filters. Its filters, which it calls ultrafilters,
are primarily used in dialysis centers and healthcare facilities
for the production of ultrapure water and bicarbonate.
Nephros reported a net loss of $3.08 million on $1.94 million of
total net revenues for the year ended Dec. 31, 2015, compared to a
net loss of $7.37 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, Nephros had $3.01 million in total assets,
$1.79 million in total liabilities and $1.21 million in total
stockholders' equity.
Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception. These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.
NEW PHOENIX METALS: Unsecureds To Recoup 35% Over 60 Months
-----------------------------------------------------------
New Phoenix Metals, Ltd., filed with the U.S. Bankruptcy Court for
the Northern District of Texas a second amended disclosure
statement and plan of reorganization, dated Jan. 20, 2017.
Class New Phoenix 11: Allowed General Unsecured Claims Exceeding
$150,000.
The Claims in this class will be paid by the Reorganized Debtor
once Allowed at 35% of their Claims over 60 months. The payments
shall commence on the 25th day of the month following the Effective
Date and shall continue on the 25th day of each succeeding month
thereafter until the end of the payment term as defined herein. The
total of claims in this class is estimated at $2,035,780. This
class is impaired.
Class New Phoenix 13: Equity Interests
On the Confirmation Date, all Equity Interests will be assigned to
a Creditors Trust. After completion of the Plan terms and payment
in full, Marcus Carl and Michael Carl of Carl Equipment, Ltd., will
be entitled to the full benefits of the ownership of the Debtor
entities.
Under the first amended plan, it was stated that on the
Confirmation Date, all Equity Interests will be retained by Marcus
Carl and Michael Carl and Carl Capital. However, all rights to
receive distributions of net income for the next 60 months
following Confirmation shall be assigned to Class 11 and 12
creditors to ensure that they receive the percentages of their
claims as called for by the Plan.
The funds necessary for the satisfaction of the creditors' claims
shall be generated from Debtor's income from continued operation of
the business.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/txnb16-32075-11-195.pdf
About New Phoenix Metals
Established in 1998, New Phoenix Metals, Ltd., is a residential and
industrial recycling company. The industrial division services
companies in a four-state region (Oklahoma, Texas, Arkansas, and
Louisiana) and its facility in Greenville, Texas, serves the public
and small scrap dealers of Northeast Texas and Southern Oklahoma.
New Phoenix Metals is a full-service industrial recycling company
located in Greenville, Texas (40 miles Northeast of Dallas). New
Phoenix Metals also has a residential division for recycling
household scrap metals including aluminum, steel, copper and
brass.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 16-32075) on May 26, 2016. The
petition was signed by Marcus D. Carl, partner.
The case is assigned to Judge Stacey G. Jernigan.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
NOVABAY PHARMACEUTICALS: May Issue 610,774 Shares Under Plan
------------------------------------------------------------
NovaBay Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission a Form S-8 registration statement to register a
total of 610,774 shares of common stock, par value $0.01 per share,
of the Company for issuance under the 2007 Omnibus Incentive Plan,
as amended.
The number of shares of Common Stock available for issuance under
the shareholder-approved Plan was subject to an automatic annual
increase on the first day of each of the Company's fiscal years
beginning on Jan. 1, 2009, and ending on Jan. 1, 2017, by an amount
equal to (i) 4% of the number of shares of Common Stock outstanding
on the last day of the immediately preceding fiscal year or (ii)
such lesser number of shares of Common Stock as determined by the
Board of Directors.
For 2017, the Board authorized an increase of 610,774 shares of the
Company's Common Stock under the Plan, consisting of the full four
percent increase allowed pursuant to the Plan's evergreen
provision. These shares are in addition to the 1,999,548 shares of
Common Stock registered on the Company's Form S-8 filed on
Nov. 13, 2007 (File No. 333-147334), and those shares of Common
Stock previously registered pursuant to other annual increases
pursuant to the Plan's evergreen provision. Since the Plan
provides that the annual increase in the aggregate number of shares
that may be issued pursuant to the Plan's evergreen provision ends
for fiscal years commencing after Jan. 1, 2017, this Registration
Statement accounts for the final share increase under the evergreen
provision.
In light of the expiry of the Plan's evergreen provision, the
Company has updated the Plan section containing such provision --
Section 4(a) -- to update the current outstanding number of shares
available under the Plan to 2,318,486, which includes all shares
issued under the Plan's evergreen provision from fiscal years 2009
through 2017, as well as accounts for the Company's December 2015
1-for-25 reverse stock split.
A full-text copy of the Registration Statement is available for
free at https://is.gd/cVqS02
About NovaBay Pharmaceuticals
NovaBay Pharmaceuticals is a biopharmaceutical company focusing on
the commercialization of prescription Avenova lid and lash hygiene
for the domestic eye care market. Avenova is formulated with
Neutrox which is cleared by the U.S. Food and Drug Administration
(FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary
pure hypochlorous acid. Laboratory tests show that hypochlorous
acid has potent antimicrobial activity in solution yet is non-toxic
to mammalian cells and it also neutralizes bacterial toxins.
Avenova is marketed to optometrists and ophthalmologists throughout
the U.S. by NovaBay's direct medical salesforce. It is accessible
from more than 90% of retail pharmacies in the U.S. through
agreements with McKesson Corporation, Cardinal Health and
AmeriSource Bergen.
NovaBay reported a net loss of $18.97 million in 2015, a net loss
of $15.19 million in 2014 and a net loss of $16.04 million in
2013. As of Sept. 30, 2016, NovaBay had $15.14 million in total
assets, $8.42 million in total liabilities and $6.71 million in
total stockholders' equity.
OUM & Co. LLP in San Francisco, California, audited the
consolidated balance sheets of NovaBay Pharmaceuticals as of
Dec. 31, 2015, and 2014 and the related consolidated statements
of operations and comprehensive loss, stockholders' equity, and
cash flows for each of the three years in the period ended
Dec. 31, 2015. The firm noted that the Company has suffered
recurring losses and negative cash flows from operations and has a
stockholders' deficit, all of which raise substantial doubt about
its ability to continue as a going concern.
OIB LLC: Seeks to Hire RRC CPA Group as Financial Consultant
------------------------------------------------------------
OIB, LLC seeks approval from the U.S. Bankruptcy Court in Puerto
Rico to hire a financial consultant.
The Debtor proposes to hire RRC CPA Group, P.S.C. to assist in the
restructuring of its affairs by providing advice on strategic
planning and the preparation of schedules and bankruptcy plan, and
by participating in its negotiations with creditors.
The hourly rates charged by the firm are:
Normal Discounted
------ ----------
Partner $125 $100
Director $85 $80
Auditor $55 $45
Support Staff $25 $20
Jose Antonio Colon Alvarez, a certified public accountant and a
partner at RRC, 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:
Jose Antonio Colon Alvarez
RRC CPA Group, P.S.C.
P.O. Box 336876
Ponce, PR 00733-6878
Phone: 787-843-5500
Fax: 787-840-5470
The Debtor is represented by:
Charles A. Cuprill-Hernandez, Esq.
Charles A. Cuprill, P.S.C. Law Offices
356 Fortaleza Street, Second Floor
San Juan, PR 00901
Tel: 787-977-0515
Fax: 787-977-0518
Email: ccuprill@cuprill.com
About OIB LLC
OIB, LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. P.R. Case No. 16-10122) on December 29, 2016. The
petition was signed by Francisco J. Lasanta Morales, managing
member.
The case is assigned to Judge Edward A. Godoy.
At the time of the filing, the Debtor disclosed $2.63 million in
assets and $805,404 in liabilities.
ONCOLOGY INSTITUTE: U.S. Trustee Directed to Appoint PCO
--------------------------------------------------------
Judge Enrique S. Lamoutte of U.S. Bankruptcy Court for the District
of Puerto Rico entered an Order directing the United States Trustee
to appoint a Patient Care Ombudsman for Oncology Institute of
Puerto Rico PSC.
The Order was made pursuant to the petition dated January 18, 2017,
reflecting that the case involves a health care business case.
Judge Lamoutte ordered the U.S. Trustee to appoint an Ombudsman,
pursuant to 11 USC Sec. 333(a)(2) and Fed. R. Bankr. P. 2007.2(c),
unless the U.S. Trustee and/or the Debtor in possession inform the
court in writing, within 21 days, why the appointment of an
ombudsman is not necessary for the protection of the patients.
PACIFIC DRILLING: Amends Credit Facilities with Banking Group
-------------------------------------------------------------
Pacific Drilling S.A. announced it has reached agreement with its
banking group to make certain amendments to its $500 million
revolving credit facility and $1.0 billion senior secured credit
facility.
The amendments waive the leverage ratio covenant for the fiscal
quarters ending March 31, 2017, and June 30, 2017, and amend the
maximum net debt per vessel test level to $400 million for these
quarters. Additionally, the amendment to the SSCF waives the loan
to value covenant on the next valuation date, June 30, 2017. The
amendment to the RCF also restricts the Company's ability to grant
additional liens, to refinance certain existing indebtedness, and
to change certain terms of existing debt during the waiver period.
In consideration, the company permanently repaid $25 million under
the RCF and applied $31.7 million of cash collateral already
pledged to the SSCF lenders in August 2016 against the next
principal installments due under the SSCF in May 2017.
Concurrently with the execution of the amendments, in accordance
with its obligation to maintain the loan to rig value covenant in
the SSCF at the required level as at Dec. 31, 2016, the company
made a $76 million prepayment of the SSCF.
CFO Paul Reese commented, "We are pleased to have secured these
waivers and amendments, which we believe is a strong indication of
our banks' support for the company, and should provide sufficient
time to reach agreement with all our stakeholders regarding an
appropriate capital structure for the company."
About Pacific Drilling
Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an
international offshore drilling contractor. The Company's primary
business is to contract its high-specification rigs, related
equipment and work crews, primarily on a day rate basis, to drill
wells for its clients. The Company's contract drillships operate
in the deepwater regions of the United States, Gulf of Mexico and
Nigeria.
As of Sept. 30, 2016, Pacific Drilling had $5.89 billion in total
assets, $3.19 billion in total liabilities and $2.70 billion in
total shareholders' equity.
Pacific Drilling reported net income of $126.2 million in 2015,
net income of $188.3 million in 2014 and net income of $25.50
million in 2013.
* * *
In October 2016, Moody's Investors Service downgraded Pacific
Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and
Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'.
"PacDrilling's ratings downgrade reflects our extremely negative
view of the offshore drilling sector with no near term signs of
improvement. Depressed prices for the offshore drillships offers
weak asset coverage for PacDrilling's overall debt. With no
material signs of improving contract coverage or utilization for
PacDrilling's drillships, cashflow through 2017 will be severely
impacted resulting in an unsustainable capital structure," said
Sreedhar Kona, Moody's senior analyst.
In November 2016, S&P Global Ratings lowered its corporate credit
rating on Pacific Drilling S.A. to 'CCC-' from 'CCC+'. "The
downgrade reflects our expectation of limited activity in deep-
water offshore drilling due to continued low oil prices, and the
negative impact on Pacific Drilling's expected cash flows to
support high debt levels and upcoming maturities," said S&P Global
Ratings credit analyst Michael Tsai.
PANAMA CITY INVESTMENTS: Unsecureds to be Paid from Property Sale
-----------------------------------------------------------------
Panama City Investments, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Florida a disclosure statement in
support of its plan of reorganization.
Class 4 consists of the Secured Claim of Kubtoa Credit Corporation
secured by equipment owned by the Debtor. The Debtor will continue
to make all payments required under the terms and conditions of the
purchase agreement and will cure all arrears ($291.91) on the
Effective Date.
Class 5 consists of the Claims of General Unsecured Creditors.
Each Holder of an Allowed Class 5 Claim will receive pro-rata
payments from the net remaining proceeds from the sale of the
Properties to the extent they are sold under this Plan or sold at
auction following the first Anniversary of the Effective Date.
The Plan Proponent believes that there will be sufficient funds as
of the Effective Date to make all required payments, or that the
sales of the Highway 231 and Resota Beach Properties will be
sufficient to satisfy such claims.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flnb16-50200-44.pdf
About Panama City Investments
Panama City Investments, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 16-50200) on July 26, 2016,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Teresa M. Dorr, Esq., at Zalkin Revell,
PLLC.
No official committee of unsecured creditors has been appointed in
the case.
PANCH TIRTH: Court Allows Use of Lee Bank Cash Until Feb. 2
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
authorized Panch Tirth LLC to use Lee Bank & Trust Company's cash
collateral on an interim basis through February 2, 2017.
The Debtor owes Lee Bank the amount of $1,301,047. The Debtor
believed that additional interest and other charges continues to
accrue on the balance owed to Lee Bank. The debt is secured by the
Debtor's property, known as 2139 Lee Highway, Bristol, Virginia.
Lee Bank also has a lien on substantially all of the Debtor's
personal property assets, including the cash it receives from its
guests in exchange for rental of its motel rooms.
The Court acknowledged that it is necessary to permit the Debtor to
use cash collateral on an interim basis to avoid immediate and
irreparable harm to the estate.
The approved Budget through Jan. 31, 2017, provided for total
disbursements in the amount of $12,900, which included a payment to
Lee Bank in the amount of $4,000.
The Debtor is directed to provide weekly reporting by email to Lee
Bank, identifying all revenue received and all expenses paid for
such period.
Lee Bank is granted a valid, perfected and enforceable security
interest in and upon the Debtor's guest receipts and other forms of
cash collateral created after the Petition Date, to the same
extent, nature and priority held by Lee Bank by virtue of their
loan documents. Lee Bank is also granted an administrative claim
with priority under Section 507(b) of the Bankruptcy Code, to the
extent its interest in the collateral diminishes during the
pendency of the case as a result of the Debtor's use of cash
collateral.
A further hearing to consider the Debtor's continued use of cash
collateral on an interim basis is scheduled on Feb. 2, 2017 at
11:00 a.m.
A full-text copy of the Order, dated Jan. 20, 2017, is available at
http://bankrupt.com/misc/PanchTirth2017_1770025_26.pdf
Lee Bank & Trust Company is represented by:
Kenneth D. Hale, Esq.
THE HALE LAW FIRM
P.O. Box 274
Bristol, TN 37621
Telephone: (423) 989-6555
E-mail: khale@tnvalegal.com
About Panch Tirth LLC
Panch Tirth LLC, a single asset real estate business based in
Bristol, Virginia, filed a chapter 11 petition (Bankr. W.D. Va.
Case No. 17-70025) on Jan. 6, 2017. The petition was signed by
Ileshkumar Padalia, managing member. The case is assigned to Judge
Paul M. Black. The Debtor estimated assets and liabilities at $1
million to $10 million. The Debtor is represented by Richard
Daniel Scott, Esq., at the Law Office of Richard D. Scott.
PAUL NGUYEN: Sale of Garden Grove Property for $1.2M Approved
-------------------------------------------------------------
Judge Scott Clarkson of the U.S. Bankruptcy Court for the Central
District of California authorized the sale by Paul Chieu Nguyen and
Trask Developers, LLC of industrial real property located at 10552
Trask Avenue, Garden Grove, California, APN 099-641-10, to Patrick
Kalashyan, or his designated assignee or nominee, for $1,135,422.
A hearing was held on Jan. 12, 2017, at 11:00 a.m.
The sale is free and clear of all liens, claims, encumbrances, and
interests.
The property taxes due and owing with respect to the Property, and
the approved fees and costs of the sale chargeable to the estate,
including any association fees and any broker(s)' commission, will
be paid via wire transfer directly from escrow from the sale
proceeds.
The property taxes of the Orange County Tax Collector ("OC Tax
Collector"), in the approximate total amount of $66,143 will be
paid via wire transfer directly from escrow from the sale proceeds,
provided, however, that in the event there is a dispute regarding
such payment, the disputed portion shall not be paid from escrow,
but the OC Tax Collector's lien will attach to the net proceeds of
the sale to be held by the Debtor in the same manner and with the
same effect, if any, under applicable federal and state law subject
to further order of the Court.
To the extent there are any remaining proceeds after payment in
full of property taxes, costs of sale, any association fees,
broker(s)' commissions, and any other reasonable and/or customary
costs of sale, the deed of trust in favor of American Plus Bank
("APB"), recorded Jan. 24, 2012, bearing Instrument No.
2012000037194, securing debt in the original principal amount of
$1,762,000 ("APB Loan"), will be paid by wire transfer directly
from escrow from such proceeds. In the event there is a dispute
regarding such payment, the disputed portion will not be paid from
escrow, but APB's lien will attach to the net proceeds of the sale
to be held by the Debtor in the same manner and with the same
effect, if any, under applicable federal and state law subject to
further order of the Court.
As set forth in APB's Statement, APB consents to the sale of the
Property free and clear of the APB Loan (including any and all
related assignment of rents) subject to satisfaction of certain
terms and conditions identified therein, as conditions precedent to
the closing of escrow, including, but not limited to, that the
Debtor make arrangements satisfactory to the Bank with respect to
the personal property collateral of APB located in an on the
Property, and that APB be afforded an opportunity to approve, in
writing, the seller's estimated closing statement. In addition,
the Debtor, Kirk Nguyen, and Pacific Aerospace Machine, Inc. will
execute a form of Consent and Acknowledgment ("Consent"). Pursuant
to such Consent, the Guarantors will: (i) consent to and approve,
in writing, the reconveyance of the liens securing the APB Loan
against the Property on all of the other properties securing
repayment of the APB Loan; and (ii) acknowledge, in writing, the
continued validity of their obligations to APB.
The Court approves and authorizes the Debtor (individually and on
behalf of his bankruptcy estate) to enter into the Consent.
Except as otherwise set forth in the Purchase Agreement or the
Order, by entering into the Purchase Agreement and by closing the
sale of the Property in accordance with the Purchase Agreement and
the Order, the Buyer is not assuming or acquiring any of the
Debtor's, or the Debtor's estate's liabilities.
About Paul Chieu Nguyen
Paul Chieu Nguyen sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 16-11619) on April 15, 2016. The petition was signed by
the Debtor. The Debtor estimated assets and liabilities in the
range of $1,000,001 to $10 million. The Debtor tapped David S
Kupetz, Esq., at Sulmeyer Kupetz as counsel.
PEACH STATE AMBULANCE: Trustee Hires Stonebridge as Accountant
--------------------------------------------------------------
James G. Baker, the Chapter 11 Trustee of Peach State Ambulance,
Inc., seeks authority from the U.S. Bankruptcy Court for the
Northern District of Georgia to employ Stonebridge Accounting &
Forensics, LLC as accountant to the Trustee.
The Trustee requires Stonebridge to:
(a) assume a primary responsibility for bringing the books and
records of the Debtor current;
(b) report to the Trustee regarding the financial status of
the Debtor;
(c) assume primary responsibility for the preparation and
filing of necessary tax returns; and
(d) provide other accounting services as may be required by
the Trustee from time to time.
Stonebridge will be paid at the hourly rate of $255.
Stonebridge will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Spence A. Shumway, member of Stonebridge Accounting & Forensics,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
Stonebridge can be reached at:
Spence A. Shumway
STONEBRIDGE ACCOUNTING & FORENSICS, LLC
P.O. Box 1290
Grayson, GA 30017
Tel: (770) 995-8102
Fax: (770) 995-8103
About Peach State Ambulance, Inc.
Peach State Ambulance filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 16-12121) on Oct. 24, 2016. The petition was signed by
James L. Olson, president. The Debtor is represented by G. Frank
Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, P.A. The
Debtor estimated assets and liabilities at $1 million to $10
million at the time of the filing.
PHOTOMEDEX INC: Closes Sale of Consumer Products Business to ICTV
-----------------------------------------------------------------
PhotoMedex, Inc., and its subsidiaries completed the disposition of
certain assets to ICTV Holdings Inc., on Jan. 23, 2017. On that
date, pursuant to the terms of the Asset Purchase Agreement as
amended, ICTV acquired all of the assets related to and associated
with the Transferred Business, including but not limited to
intellectual property, product inventory, accounts receivable and
payable, and other tangible and intangible assets connected with
the conduct of that Transferred Business. In exchange for these
assets, the Company received on the Closing Date an initial net
payment from ICTV of $3.0 million.
Prior to the closing, PhotoMedex and its subsidiaries Radiancy,
Inc., PhotoTherapeutics Ltd., and Radiancy (Israel) Limited,
entered into a First Amendment to the Asset Purchase Agreement
between the Company and its subsidiaries, and ICTV Brands Inc.
("Parent") and ICTV Holdings, Inc. under which ICTV Holdings agreed
to acquire the consumer products division of PhotoMedex and its
subsidiaries, which includes, among other products, the no!no! Hair
and Skin and the Kyrobak pain management products.
The First APA Amendment revised the definition of Business Assets
and Assumed Liabilities in the Asset Purchase Agreement. It also
modified the first sentence of Section 5.5(b) of the Asset Purchase
Agreement to provide that the Parent, Purchaser, or an affiliate
would take the necessary steps to establish and implement "employee
benefit plans" within the meaning of Section 3(3) of ERISA and a
401(k) plan intended to be qualified under Section 401(a) of the
Code in which employees of the consumer products division who are
hired by Purchaser shall be eligible to participate from and after
the date of establishment. These steps are to be taken as soon as
reasonably practicable after the Closing Date (defined below) of
the Transaction, or a later date agreed to by the Parties or
permitted under the Transition Services Agreement (defined below),
but no later than 60 days after the Closing Date. The First APA
Amendment also replaced the initial Disclosure Letter delivered by
the Sellers to Purchaser concurrently with the execution of the
Asset Purchase Agreement in its entirety with an amended Disclosure
Letter.
Finally, the First APA Amendment modified the Letter of Credit
issued in connection with the Asset Purchase Agreement. Under the
Asset Purchase Agreement, the Purchaser agreed to pay to the
Company $2.0 million on or before the 90th day following the
Closing Date. This amount is guaranteed by an original letter of
credit for the benefit of the Company made by a third party;
however, under its original terms, the Letter of Credit was valid
until the earlier of 180 days after the letter of credit was
issued, or April 4, 2017, or until full payment upon demand and
presentation on or Jan. 3, 2017. Accordingly, the parties agreed
to extend the term of the Letter of Credit to 100 days after the
Closing Date.
Also on Jan. 23, 2017, the Company and its subsidiaries entered
into a First Amendment to the Transition Services Agreement between
the Company and its subsidiaries and Parent and Purchaser, pursuant
to which the Company and its subsidiaries will provide the
Purchaser with certain accounting, benefit, payroll, regulatory, IT
support and other services for periods ranging from approximately
three to up to one year following the Closing Date. During that
time the Purchaser will arrange to transition the services it
receives to its own personnel. The First TSA Amendment revised
references in the Transition Services Agreement from "Effective
Date" to "Closing Date", and amended the fifth recital in its
entirety to clarify specifications regarding the lease for certain
premises in Israel by and between Radiancy Israel and the landlord
for those premises.
About PhotoMedex
PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients. The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.
Photomedex reported a net loss of $34.6 million on $75.9 million of
revenues for the year ended Dec. 31, 2015, compared with a net loss
of $121 million on $133 million of revenues for the year ended Dec.
31, 2014.
As of June 30, 2016, Photomedex had $28.2 million in total assets,
$22.6 million in total liabilities and $5.56 million in total
stockholders' equity.
QUALITY FLOAT: Unsecureds to Recoup 25% Over 4 Years
----------------------------------------------------
Quality Float Works, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Illinois a disclosure statement describing
its plan of reorganization, dated Jan. 20, 2017, which proposes to
pay general unsecured creditors 25% of their allowed claim.
Generally the Plan provides that:
(a) all administrative creditors will be paid in full on date of
confirmation unless otherwise agreed;
(b) priority creditors will receive 100% of their allowed claims
on the Initial Distribution date;
(c) fully Secured Creditors will receive 100% of their allowed
claims and their pre-petition agreements with the Debtor will
remain undisturbed, however, the Debtor and the Secured Party have
agreed to amend the pre-petition loan agreements;
(d) undersecured creditors will receive 25% of their allowed
claim pro rata on a quarterly basis for 4 years beginning on the
first day of the first calendar quarter after the Effective Date of
the Plan;
(e) general unsecured creditors will receive 25% of their
allowed claim pro rata on a quarterly basis for 4 years beginning
on the first day of the first calendar quarter after the Effective
Date of the Plan;
(f) holders of general unsecured claims resulting from
pre-petition non-insider loans will receive 25% of their allowed
claim pro rata on a quarterly basis for 4 years beginning on the
first day of the first calendar quarter after the Effective Date of
the Plan;
(g) claims of insiders will be subordinated and will not receive
a distribution unless all other classes of creditors receive
payment in full; and
(h) equity security holders will not receive a distribution.
The source of payments will be the future receipts of the Debtor
after payment of expenses.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/ilnb16-25753-89.pdf
About Quality Float Works
Quality Float Works, Inc., filed a Chapter 11 petition (Bankr.
N.D.
Ill. Case No. 16-25753) on Aug. 11, 2016. The petition was
signed
by Jason Speer, president. Judge Deborah L. Thorne presides
over
the case.
The Debtor is a corporation that manufactures valves and floats
used for level liquid controls. At the time of filing, the
Debtor
disclosed total assets at $481,533 and total liabilities at $1.32
million.
The Debtor is represented by Robert R. Benjamin, Esq. at Golan &
Christie LLP.
R.B.K. TRUCKING: Seeks to Hire Stephen Barnier as Accountant
------------------------------------------------------------
R.B.K. Trucking, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire an accountant.
The Debtor proposes to hire Stephen Barnier, a certified public
accountant, to assist in completing its tax returns, prepare its
weekly payroll reports, assist in preparing financial documents
required by the court or the U.S. trustee, and provide other
services.
Mr. Barnier will receive a monthly fee of $1,500 for the
compilation and preparation of the Debtor's payroll reports; $900
for federal tax preparation; and $650 for personal income tax
preparation.
In a court filing, Mr. Barnier disclosed that he does not represent
any interest adverse to the Debtor or its bankruptcy estate.
Mr. Barnier maintains an office at:
Stephen P. Barnier
17 Old Kings Road, Suite D
Palm Coast, FL 32137
R.B.K. Trucking, Inc. owns and operates a transportation business.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M. D. Fla. Case No. 16-01898) on May 20, 2016.
REAM PROPERTIES: Thomas Hamilton Tries to Block Disclosures OK
--------------------------------------------------------------
Thomas and Theresa Hamilton filed with the U.S. Bankruptcy Court
for the Middle District of Pennsylvania an objection to the amended
disclosure statement filed by Ream Properties, LLC, on Dec. 14,
2016, referring to the Debtor's plan of reorganization.
Movants are a party-in-interest in this case. The Debtor has
Movants listed on its Schedules and Statements as a secured
creditor, but the Debtor's proposed plan purports to treat the
Movants as an unsecured creditor.
According to the Movants, the Debtor's Amended Disclosure Statement
does not contain adequate information which would permit a
party-in-interest typical of Movant's relevant class, to make an
informed judgment of the plan of reorganization.
The Movants complain that, among others, the Amended Disclosure
Statement:
a. fails to include historical financial data like cash flow
statements, profit and loss statements and balance sheets
to give creditors some perspective on the Debtor's
current financial situation and prospects under the Plan.
The only information provided by Debtor in the Amended
Disclosure Statement is conclusory monthly income and
expenses totals across all rental properties from
operating reports for the first ten months of this year,
combined with a similarly conclusory commercial broker
"market analysis" by Craig Dunkle of Marcus & Millichap,
unsupported by any comparables and, more concerning,
showing significant errors in monthly expenses when
compared to the October 2016 Monthly Operating Report;
b. fails to give adequate information of the kind and in
sufficient detail as is reasonably practical and needed
as to the condition of the Debtor, in particular, as to
the Debtor's obligation to discharge "the absolute
priority rule." The Debtor's Plan calls for revesting of
the corporate interest into the Debtor's principal's
hands, and yet the Plan reflects a possible contribution
"if necessary" which cannot be confirmed as substantial
in relation to the underlying assets, due to the failure
of the Debtor to provide appraisal values and proof of
lien balances, to determine if it would qualify for the
new value exception; and
c. is not filed in good faith as the Debtor has only one
unsecured creditor, the Movants, and there is no pending
litigation in state court against the Movants by Debtor
for reimbursement that would offset their claim, as
alleged in the Amended Disclosure Statement. The only
ongoing litigation in which Movants are the Defendants is
the adversary action in this Court under Case No. 16-
00090.
The Objection is available at:
http://bankrupt.com/misc/pamb15-02980-164.pdf
The Movants are represented by:
Tracy L. Updike, Esq.
SCHIFFMAN, SHERIDAN & BROWN, P.C.
2080 Linglestown Road, Suite 201
Harrisburg, PA 17110
Tel: (717) 540-9170
E-mail: tupdike@ssbc-law.com
About Ream Properties
Ream Properties, LLC, was formed in 2008 for the purpose of
rehabbing and renting affordable properties in the greater
Harrisburg area resulting in the restoration of properties to the
tax and utility roles.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 15-02980) on July 15, 2015, listing
under $1 million in assets and liabilities.
Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl serves
as the Debtor's bankruptcy counsel.
REGATTA CONSTRUCTION: Hires Paul Saperstein as Appraiser
--------------------------------------------------------
Regatta Construction, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Massachusetts to employ The
Paul Saperstein Company as appraiser to the Debtors.
Regatta Construction requires Paul Saperstein to appraise the
Debtor's personal property assets located at the Debtor's retail
kitchen showroom located at 181 Tedesco Street, Marblehead, MA, in
connection with the Debtor's Chapter 11 plan of reorganization.
Paul Saperstein will be paid a fee of $1,000 for the services
rendered.
Michael Saperstein, member of The Paul Saperstein Company, 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.
Paul Saperstein can be reached at:
Michael Saperstein
The Paul E. Saperstein Company
144 Centre Street
Holbrook, MA 02343
Tel: (617) 227-6553
About Regatta Construction, Inc.
Regatta Construction, Inc. and Regatta Property Management, LLC
filed for Chapter 11 protection (Bankr. D. Mass. Case Nos. 16-11885
and 16-11886) on May 18, 2016. The petitions were signed by
Christian Tosi, president of Regatta Construction.
Judge Frank J. Bailey presides over the case. The Debtor is
represented by George J. Nader, Esq., at Riley & Dever, P.C. The
Debtor estimated assets of $1 million to $10 million and
liabilities of less than $50,000.
REVOLVE SOLAR: Unsecureds to Recoup 8%-48% Under 2nd Amended Plan
-----------------------------------------------------------------
Revolve Solar (TX) Inc. and Revolve Solar (CA) Inc. filed with the
U.S. Bankruptcy Court for the Western District of Texas a second
amended joint disclosure statement and accompanying plan of
reorganization, dated Jan. 20, 2017.
This latest plan states that Revolve Solar (CA) and Revolve Solar
(TX) have two different business models, with their own income and
their own expenses. Creditors loaned money to one or the other,
with a handful of creditors being involved in both cases. Revolve
Solar (TX) is and will be a much smaller operation, and will bring
in much less revenue. Revolve Solar (TX) has fewer creditors than
Revolve Solar (CA), so the percentage devoted to debt repayment is
spread amongst fewer parties.
The Debtors proposed the same monthly payment to unsecured
creditors in both cases ($4,000 to Class 4, and $2,500 to Class 5)
because Debtors believe those payments are reasonable and fair.
Those sums will be shared amongst far fewer parties in Revolve
Solar (TX), but those monthly payments are a larger share of
Revolve Solar (TX)'s monthly expenses.
Class 4 general unsecured creditors of Revolve Solar (TX) that hold
claims of more than $20,000 will get 41% of their claims while
Class 5 general unsecured creditors who hold claims of $20,000 or
less will receive 66% of their claims.
Class 4 general unsecured creditors of Revolve Solar (CA) that hold
claims of more than $20,000 will receive 8% of their claims while
Class 5 general unsecured creditors that hold claims of $20,000 or
less will be paid 48% of their claims.
The funds necessary for the satisfaction of the creditors' claims
shall be generated from Debtors' income and the contributions to be
made by the Equity Interest Holders called for by this Plan.
The Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txwb16-10897-97.pdf
About Revolve Solar
Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX)
Inc.,
and Revolve Solar (CA) Inc. each filed chapter 11 petitions
(Bankr.
W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31,
2016. The petitions were signed by Tim Padden,
president. The
Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC. Revolve Solar, Inc. and Revolve Solar
(TX) Inc.'s cases are assigned to Judge Tony M. Davis, while
Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher
B.
Mott. The Debtors each estimated assets and liabilities at $1
million to $10 million at the time of the filing.
RITA RESTAURANT: Unsecureds to be Paid 10% Under Exit Plan
----------------------------------------------------------
Unsecured creditors will be paid 10% of their claims under a
Chapter plan of reorganization proposed by Rita Restaurant Corp.
and its affiliates.
Under the proposed plan, each Class 4 general unsecured creditor
will receive 10% of its claims up to a cap of $300,000 based on an
estimated claims pool of $3 million.
If the total amount of general unsecured claims exceeds the $3
million baseline and they include the claims of landlords of leases
that have not been rejected as of Nov. 15, 2016, then the $300,000
cap will be increased by the lesser of 10% of the amount by which
the total claims exceeds the baseline; and 10% of the total of all
potential future rejection claims.
Rita Restaurant and its affiliates will contribute available cash
on hand to fund the plan. In case they do not have sufficient cash
on hand as of the effective date, Alamo HDP will make a cash
contribution to pay allowed administrative claims in full and pay
an estimated 10% dividend to allowed general unsecured claims based
on an estimated claims pool of $3 million, according to the
disclosure statement filed on Jan. 19 with the U.S. Bankruptcy
Court for the Western District of Texas.
A copy of the disclosure statement is available for free at
https://is.gd/fbpwp1
About Rita Restaurant Corp.
Rita Restaurant Corp. and its affiliates operate full service,
casual dining restaurants, consisting of 16 Don Pablo's Mexican
Kitchen restaurants ("Don Pablo's") and 1 Hops Grill and Brewery
restaurant, located in 10 states in the United States.
Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock,
Texas in 1985. The menu features Tex-Mex items, salsa, tortillas
and sauces and a range of other Mexican specialties. At one time,
the chain had as many as 120 location throughout the United States
making it the second largest full service Mexican restaurant chain
in the United States during the late 1990s.
Hops is a casual dining restaurant that offers fresh, made from
scratch menu items in a relaxed atmosphere featuring signature
dishes that are created from high-quality, fresh ingredients,
prepared in a display style kitchen that allows the customer to
view the cooking process.
Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops
Operating, LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case
Nos. 16-52272, 16-52274, and 16-52275, respectively) on Oct. 4,
2016. The petitions were signed by Peter Donbavand,
vice-president. The cases are assigned to Judge Ronald B. King.
The Debtors are represented by John E. Mitchell, Esq. and David W.
Parham, Esq.
At the time of the filing, Rita Restaurant and Don Pablo's
estimated assets and liabilities at $1 million to $10 million,
while Hops Operating estimated assets at $500,000 to $1 million and
liabilities at $1 million to $10 million.
ROBISON TIRE: Wants to Execute 2016 Lease/Option with Sistrunk
--------------------------------------------------------------
Robison Tire Co., Inc., asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to authorize the execution of the
2016 Lease/Option with Sistrunk Sales & Services, Inc. and the
consummation of the sale on the terms provided in the 2016
Lease/Option.
Since the early 1970's, Robison was a replacement tire wholesaler
and retailer in the Southeastern United States. Robison entered
into various dealer agreements with manufacturers of passenger,
commercial, off road, implement and specialty tires pursuant to
which it purchased products directly from manufacturers and sold
products on a wholesale and retail basis. Robinson operated a
retail stores from which it sold tires directly to consumers. Most
of the retail stores were leased from third parties. Robison owned
two retail stores, one located in Laurel, Mississippi and another
in Forest, Mississippi ("Forest Store"). Prior to the filing of
the Chapter 11 case, Robison had closed the Forest Store.
Effective as of Dec. 1, 2015, Robison entered into a Lease
Agreement and Option to Purchase ("2015 Lease/Option") with
Sistrunk where it agreed to lease the Forest Store for a term of 12
months with an option to purchase by the expiration of the term.
The purchase price agreed upon was $335,000, with the single annual
rental payment of $54,000 being paid in advance. The 2015
Lease/Option provided that the annual rental payment would not be
credited to the purchase price, but the purchase price in the 2015
Lease/Option was reduced to $281,000, effectively giving credit for
the annual rental payment to the purchase price. Additionally, the
Sistrunk was required to pay for ad valorem taxes, insurance and
utilities.
Prior to the expiration of the term, Sistrunk contacted the Debtor
and advised that it did not desire to exercise the option, but
desired to renew the 2015 Lease/Option for an additional year. The
Debtor responded with an offer to enter into a new agreement, but
requested a renewal fee on account of the loss of the time value of
the sales proceeds had the option been exercised. Sistrunk did not
agree to the Debtor's proposal. Thereafter, the Debtor refused to
negotiate any further until Sistrunk reimbursed the Debtor for
Sistrunk's pro rata portion of the 2015 taxes, insurance and
utilities and provide evidence of payment of the 2016 ad valorem.
In late December, 2016, Sistrunk made the reimbursement payment and
provided evidence of payment of the 2016 ad valorem taxes. After
further negotiation, the Debtor and Sistrunk agreed enter into a
Lease Agreement and Option to Purchase ("2016 Lease/Option")
effective Dec. 1, 2016 for a term of seven months.
On Jan. 20, 2017, counsel for the Debtor received the agreed upon
form of the 2016 Lease/Option along with the sums due thereunder.
The legal description of the real property is attached to the 2016
Lease/Option. Generally, the 2016 Lease /Option provides for an
advance rental payment for the seven month term of $33,500. The
option price is reduced to $250,000, effectively giving Sistrunk
credit for $31,000 of the rental payment and compensating the
Debtor for $2,500 to partially defray the Debtor's fees and
expenses in negotiating and obtaining Court approval of the 2016
Lease/Option. Sistrunk is also required to pay to the Debtor in
advance for one-half of the 2017 ad valorem taxes to eliminate the
risk of these taxes not being paid in the event the option is not
exercised.
A copy of the Lease Agreements attached to the Motion is available
for free at:
http://bankrupt.com/misc/Robison_Tire_147_Sales.pdf
Consideration of the factors weighs in favor of authorizing the
lease and the sale. The Debtor previously entered into the 2015
Lease/Option, with an effective purchase price of $335,000. The
Forest Store consists of 3.66 acres located west of the
intersection of Hwy 35 and Hwy 80. The property is approximately
430 feet deep and 420 feet wide, but there are three out parcels on
the Hwy 80 frontage, leaving the Forest Store with approximately
160 feet of frontage. A 140 foot by 113 foot building is located
upon the property with six service bays along the front of the
building.
The Scott County Tax Assesor has an assessed value of the property
of $294,770. A purchase price of $335,000 is fair and reasonable
under the circumstances, with Sistrunk being given credit for
making advance annual rent payments. Such credits are typical in
lease option agreements.
The Debtor has no use for the Forest Store. The Forest Store is
unencumbered and all rental and sales proceeds will be available to
the Debtor to make distributions to holders of claims against the
bankruptcy estate in the priority provided for under the Bankruptcy
Code. The Debtor did not agree to allow Sistrunk another one year
term, but agreed to give Sistrunk only until June 30, 2017 to
exercise the option. This assures that in the event the option is
excercised that the sale can be reflected in the Debtor's 2017 tax
return. It also provides certainty as to whether the property will
be sold to Sistrunk or needs to be placed on the market for sale.
Accordingly, the Debtor asks the Court to authorize the Debtor's
execution of the 2016 Lease/Option and consummation of the sale on
the terms provided in the 2016 Lease/Option.
About Robison Tire
Since the early 1970's, Robison Tire Co., Inc., has been an
authorized wholesaler and retailer of a number of the brands,
including Armour, Bridgestone, Goodyear, Hankook, Hercules and
Toyo.
Robison Tire Co., Inc. sought the Chapter 11 protection (Bankr.
S.D. Miss. Case No. 16-51183) on July 14, 2016. The petition was
signed by Michael Windham, president. Judge Katharine M. Samson
is
assigned to the case. The Debtor estimated assets in the range of
$500,000 to $1 million and $1 million to $10 million in debt.
Jarrett Little, Esq. at Lentz & Little, PA serves as the Debtor's
counsel. The Debtor employs Taylor Auction & Realty, Inc. as
auctioneer and appraiser; and Molloy-Seidenburg & Co., P.A. as
accountant.
No official committee of unsecured creditors has been appointed in
the case.
S-3 PUMP: Unsecureds to Recoup 100% Over 6 Years
------------------------------------------------
S-3 Pump Service Inc. filed with the U.S. Bankruptcy Court for the
Western District of Louisiana a disclosure statement dated Jan. 19,
2017, for its second amended plan of reorganization.
Class 19 General Unsecured Claims -- estimated at $4.5 million --
are impaired under Plan. The holders will receive full payment
over not more than six years from dedicated sources and payments
from Reorganized Debtor.
The Plan provides Malcolm H. Sneed, III and Linda Sneed to bid $1
million in certified funds for their purchase of 100% of the stock
in the Reorganized Debtor. These funds are available from the
Sneeds' retirement account and other sources, and Debtor's counsel
has confirmed the availability of such funds in that amount. The
Sneeds will deposit funds in the Debtor's counsel's client trust
account prior to the Confirmation Date. The Reorganized Debtor
will retain the Real Property, the trailer-mounted frac pumps,
Peterbilt tractors, pickup trucks and passenger vehicle, and the
other Miscellaneous Retained Assets. Representatives of the
Reorganized Debtor have negotiated terms for the payment of the
Secured Claims secured by the Real Property and the pickup trucks
and the frac pumps to be retained.
The Reorganized Debtor will also retain the Debtor's accounts
receivable ($1,284,284 as of Dec. 31, 2016). On the Effective
Date, Citizens National Bank, N.A., an existing creditor, will
grant to the Reorganized Debtor a $250,000 line of credit, which
will be secured by a first priority security interest in accounts
receivable and the Reorganized Debtor's future accounts receivable.
That line of credit will provide the Reorganized Debtor with
available liquidity if needed to meet its debt service obligations
under the Plan.
The Disclosure Statement is available at:
http://bankrupt.com/misc/lawb16-10383-351.pdf
As reported by the Troubled Company Reporter on Dec. 19, 2016, the
Debtor filed with the Court a disclosure statement for their
amended plan of reorganization, which sets forth new terms for the
treatment of the Pump Secured Claims (i.e., Secured Claims
represented by security interests in the frac pumps and associated
trailers) for the 31 trailer-mounted frac pumps which will be
retained by the Reorganized Debtor. Those secured claims, together
with interest thereon at 6% per annum, will be paid in full over
five years. The Holders of virtually all of these Pump Secured
Claims have agreed to the payment terms, although several Holders
have not yet finally committed to the terms. The Plan provides for
the remaining non-retained trailer-mounted frac pumps to be sold or
surrendered to the holders of security interests therein in full
satisfaction of the creditors' Pump Secured Claims.
The TCR, on Sept. 30, 2016, reported that the Debtor's plan
provides that Class 19 General Unsecured Claims, estimated at
$10,000,000, are impaired. Holders of Class 19 Claims will receive
Pro Rata share of Creditors Trust Interests. Estimated recovery
under this class is 40-50%.
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.
SERVICE EMPLOYEES: Seeks to Hire Roach & Newton as Special Counsel
------------------------------------------------------------------
Service Employees International Union - Texas seeks approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire Roach & Newton, LLP as special counsel.
Roach & Newton will represent the Debtor in a lawsuit filed by
Professional Janitorial Service of Houston, Inc. in the 61st
Judicial District, Harris County, Texas.
Robert Roach, Jr., Esq., disclosed in a court filing that his firm
does not represent any interest adverse to the Debtor or its
bankruptcy estate.
The firm can be reached through:
Robert M. Roach, Jr., Esq.
Roach & Newton, LLP
10777 Westheimer Road, Suite 212
Houston, TX 77042
About SEIU - Texas
The Service Employees International Union - Texas filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Case No. 16-20483) on December 3, 2016, listing under $1
million to $10 million in both assets and liabilities. The
petition was signed by Elsa Caballero, president.
SEIU-Texas sought Chapter 11 bankruptcy after a Harris County,
Texas jury awarded in September 2016 $5.3 million in damages to
Professional Janitorial Service of Houston Inc. after finding that
the local SEIU unit had smeared the janitorial service to cost the
firm its business.
The Hon. David R Jones presides over the Chapter 11 case. Lawyers
at McKool Smith PC, serve as Chapter 11 counsel to the union.
SKYLINE CORP: Wells Fargo Reports 13.86% Stake as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Wells Fargo & Company disclosed that as of Dec. 31,
2016, it beneficially owns 1,162,902 shares of common stock of
Skyline Corp. representing 13.86 percent of the shares outstanding.
Wells Capital Management Incorporated also reported beneficial
ownership of 1,153,280 common shares while Wells Fargo Funds
Management, LLC reported beneficial ownership of 810,500 common
shares. A full-text copy of the regulatory filing is available for
free at https://is.gd/aUxx20
About Skyline Corp
Skyline Corporation was originally incorporated in Indiana in 1959,
as successor to a business founded in 1951. Skyline Corporation
and its consolidated subsidiaries designs, produces and markets
manufactured housing, modular housing and park models to
independent dealers and manufactured housing communities located
throughout the United States and Canada. Manufactured housing is
built to standards established by the U.S. Department of Housing
and Urban Development, modular homes are built according to state,
provincial or local building codes, and park models are built
according to specifications established by the American National
Standards Institute.
For the year ended May 31, 2015, the Company reported a net loss of
$10.41 million compared to a net loss of $11.9 million for the year
ended May 31, 2014.
As of Nov. 30, 2016, Skyline had $57.72 million in total assets,
$32.38 million in total liabilities and $25.34 million in total
shareholders' equity.
Crowe Horwath LLP, in Fort Wayne, Indiana, issued a "going concern"
qualification on the consolidated financial statements for the year
ended May 31, 2015, citing that the Company has incurred recurring
operating losses and negative cash flows from operating activities.
The Company has a line of credit in place, however prospective
debt covenant violations may limit the Company's ability to access
these funds which would impact its liquidity. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
SMILE ARTIST: Unsecured Creditors to be Paid 15% Over 3 Years
-------------------------------------------------------------
Unsecured creditors of Smile Artist Dentistry PLLC will be paid 15%
of their claims under the company's proposed plan to exit Chapter
11 protection.
Under the restructuring plan, holders of unsecured non-priority
claims will be paid 15% of their allowed claims on a quarterly
basis over three years. Payments will start 60 days after the plan
takes effect.
Smile Artist believes unsecured non-priority claims will total $1.2
million.
The plan calls for the continued operation of the business under
Smile Artist's executive Dr. Rodrigo Cabrera. He will continue to
serve as manager of the company.
Smile Artist's cash flow projections are positive and enough cash
reserve is being planned to ensure that all creditors will be paid,
according to the company's disclosure statement filed on Jan. 19
with the U.S. Bankruptcy Court for the Southern District of Texas.
A copy of disclosure statement is available for free at
https://is.gd/fLzxA2
About Smile Artist
Smile Artist Dentistry PLLC, based in Houston, TX, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 16-33555) on July 18, 2016.
The Hon. Marvin Isgur presides over the case. Richard L Fuqua, II,
Esq., at Fuqua & Associates, PC, as bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Rodrigo Cabrera, president.
SMILES AND GIGGLES: Plan Confirmation Hearing Set for March 2
-------------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida conditionally approved the disclosure statement
and accompanying chapter 11 plan filed by Smiles and Giggles Health
Plaza, LLC, on Jan. 16, 2017.
Any written objections to the disclosure statement shall be filed
with the court 7 days prior to the date of the hearing on
confirmation.
The court will conduct a hearing on confirmation of the Chapter 11
Plan of Reorganization on March 2, 2017, at 10:00 a.m., Courtroom
9B, U.S. Bankruptcy Court, 801 North Florida Avenue, Tampa,
Florida.
Parties in interest shall submit their written ballot accepting or
rejecting the Plan no later than 8 days before the date of the
confirmation hearing.
Objections to confirmation shall be filed and served no later than
7 days before the date of the confirmation hearing.
Smiles and Giggles Health Plaza, LLC, filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 16-08203) on Sept. 23, 2016. The Debtor
is represented by David W. Steen, Esq., at David W. Steen, P.A.
SOUTHSIDE CHURCH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Southside Church of Jacksonville, Inc.
2627 Spring Glen Rd.
Jacksonville, FL 32207
Case No.: 17-00256
Chapter 11 Petition Date: January 25, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Judge: Hon. Jerry A. Funk
Debtor's Counsel: Gerald B Stewart, Esq.
LAW OFFICE OF GERALD B. STEWART
24 North Market Street, Suite 402
Jacksonville, FL 32202
Tel: (904) 353-8876
Fax: (904) 356-2776
E-mail: stewartlaw7272@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Harold A Rollinson, president.
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/flmb17-00256.pdf
SPECTRUM HEALTHCARE: Has Access to Cash Collateral Until April 1
----------------------------------------------------------------
Judge James J. Tancredi entered a seventh interim order authorizing
Spectrum Healthcare LLC, et al., to use cash collateral of MidCap
Funding IV LLC, et al. until April 1, 2017.
The Debtors are authorized to pay only their current expenses as
reflected in a budget, which will include payment of $10,000 per
week in rent to the CCP Landlords; provided, however, that Spectrum
Manchester Realty or its assignee, MidCap, as the case may be, and
the CCP Landlords reserve the right to assert any accrued but
unpaid rent or other lease obligations owed or to become owed to
them, respectively, as administrative expense claims, which
Administrative Rent Claims will be subordinate to any unpaid,
non-professional administrative expenses at the conclusion of the
sale process contemplated by the Order or any wind down process
that may occur in these cases, except, as to such subordination, to
the extent of $6,000 per week of rent for each of the CCP Landlords
and Spectrum Manchester Realty or its assignee, MidCap, as the case
may be, starting as of the date hereof; provided further, however,
that the Administrative Rent Claims shall only be payable upon
further order of this Court to the extent that funds are available
to pay such Administrative Rent Claims.
If the payment of any line item in the Budget is more than 5% of
the budgeted item or the item is not included in the Budget, then
in that event, the Debtors will not pay same unless the following
procedure is followed: The Debtors will notify by fax or e-mail the
Secured Parties and each Secured Party's counsel of the item to be
paid and an explanation; if no objection is received by the Debtors
from any of the Secured Parties or any Secured Party's counsel
within one (1) business day from receipt of notice, their consent
will be deemed to be given for the expenditure. If any of the
Secured Parties do object (through counsel or otherwise), then in
that event, a conference shall be set up before the Court or such
other person as designated by the Court to resolve the objection
and its decision shall be binding. The Debtors will provide and
make available to Secured Parties and each Secured Party's counsel
any and all reports, income statements and balance sheets within 30
days after the end of the month, weekly cash reports showing
inflows and outflows in reasonable detail, budgets, occupancy rates
per facility on a weekly and monthly basis, payroll and tax
information per facility any other reasonable requests for
financial or operational information. Each Friday at noon
(Eastern), beginning Jan. 20, 2017, and without prior request from
any Secured Party or the Committee, the Debtors will provide to the
Secured Parties and each Secured Party's counsel and the Committee
a written reconciliation showing actual receipts and disbursements
for the preceding week compared with the Budget.
In addition, the Debtors shall provide to the Secured Parties and
each Secured Party's counsel and the Committee accounts payable
reports on a monthly basis no later than the 20th day of the month
following the month to be reported. Unless stated otherwise in
this paragraph, all requested information will be sent via email to
counsel for Secured Parties within two business days after the
request is made. For the avoidance of doubt, all notices required
to be given to a Secured Party pursuant to this Order shall also be
given simultaneously to such Secured Party's counsel.
The Debtors shall be authorized to adequately protect Secured
Parties by (a) granting to them replacement liens on the Collection
Accounts and the debtor-in-possession accounts of the Debtors, nunc
pro tunc to the Petition Date, subject to the Exclusion and
Carve-Out as contained herein, to the same extent (if any) and with
the same validity, enforceability and priority as the MidCap
Prepetition Liens, the NHP Prepetition Liens, the CCP Landlords'
Prepetition Liens and the LFC Prepetition Liens (along with HUD's
lien as additional secured party) had (and after application of the
terms and conditions of the NHC Intercreditor Agreement and the LFC
Intercreditor Agreement, collectively the "IC Agreements") against
the Debtors' deposit accounts and other assets prior to the
Petition Date, (b) making weekly adequate protection payments of
$5,000 to Midcap beginning January 20, 2017 and continuing weekly
through the duration of this Order, and (c) remittance to MidCap of
that certain workers' compensation insurance refund due in February
2017, with respect to which the related workers' compensation
insurance premium was paid using an overadvance from MidCap and
which the Debtors have previously agreed shall be payable to
MidCap, to be applied to the principal balance owed to MidCap under
the MidCap Prepetition Obligations. The payments to be made
pursuant to subsections (b) and (c) of this ¶4 shall be applied to
the principal of the MidCap Prepetition Obligations, but may be
recharacterized as payments of interest (along with reasonable
fees, costs, or other charges provided for under the August 27,
2014 Credit and Security Agreement and the Spectrum Derby June 13,
2013 Credit and Security Agreement and the other Financing
Documents, as defined in each of the August 27, 2014 Credit and
Security Agreement and the Spectrum Derby June 13, 2013 Credit and
Security Agreement) in the event it is determined that MidCap is an
oversecured creditor, in accordance with section 506(b) of the
Bankruptcy Code. Nothing herein shall be deemed an adjudication
that MidCap is oversecured or undersecured or an admission by any
party that MidCap is oversecured or undersecured.
The occurrence of any of the following events shall constitute a
default under the Interim Order:
(a) The Debtors' failure to identify a stalking horse bidder for
their assets or facilities on or before the date that is two weeks
after receipt of the Debtors' receipt of the change of ownership
("CHOW") reports for each of the Debtors' facilities (such date
being the "Stalking Horse Identification Date").
(b) The Debtors' failure to file a motion to establish sale
procedures on or before the date that is five days after the
Stalking Horse Identification Date;
(c) The Debtors' failure to obtain court approval of sale
procedures on or before the date that is thirteen days after the
Stalking Horse Identification Date;
(d) The Debtors' failure to obtain court approval of a sale on
or before March 31, 2017; and
(e) The Debtors' failure to close on any court-approved sale on
or before April 6, 2017.
The further hearing on the continued use of cash collateral will be
held on March 30, 2017 at 10:00 a.m. before the Bankruptcy Judge at
the Bankruptcy Court, 450 Main Street, Hartford, Connecticut.
A copy of the Seventh Order is available at:
http://bankrupt.com/misc/ctb16-21635_260_Cash_Ord_Spectrum.pdf
Secured Parties
As reported in the TCR, the Debtors said that these parties may
have a claim or interest in the cash collateral:
(1) MidCap Funding IV Trust;
(2) CCP Finance I, LLC;
(3) CCP Park Place 7541 LLC and CCP Torrington LLC, also
known as the CCP Landlords;
(4) Midland States Bank;
(5) the Secretary of Housing and Urban Development, or
the HUD; and
(6) the State of Connecticut, Department of Revenue
Services, or the DRS.
The Spectrum Borrowers, consisting of all the Debtors, except
Spectrum Healthcare Derby, LLC, owe Midcap Funding $4,073,230 for
Debtors Spectrum Healthcare, LLC, Spectrum Healthcare Hartford,
LLC, and Spectrum Healthcare Torrington, LLC, and $2,211,198 for
Debtor Spectrum Healthcare Manchester, LLC, as of the Petition
Date. Debtor Spectrum Healthcare Derby, LLC, is indebted to
Midcap
Funding in the amount of $1,244,879 as of the Petition Date.
The Spectrum Tenants, consisting of Spectrum Healthcare Hartford
and Spectrum Healthcare Torrington, leased from the CCP Landlords,
consisting of CCP Park Place, 7541 LLC and CCP Torrington 7542
LLC, two skilled nursing facilities from which they operate their
business. The Spectrum Tenants granted the CCP Landlords a
security interest in Tenant Property and the products and proceeds
thereof.
The Spectrum Tenants are indebted to CCP Finance I, LLC pursuant
to
a promissory note in the original principal amount of $900,000.
CCP Finance 1 was granted a security interest in substantially all
the assets of the Spectrum Tenants. The Spectrum Tenants owe CCP
Finance I approximately $825,000 as of the Petition Date.
The DRS asserts a statutory right to set off the Debtors' unpaid
prepetition provider taxes against the Debtors' prepetition
Medicaid Receivables.
Love Funding Corporation made loans and/or extensions of credit to
Spectrum Derby Realty, LLC, which are secured by a mortgage
against
real estate which is leased by Spectrum Derby Realty to Spectrum
Derby and used by Spectrum Derby to operate a skilled nursing
facility. To further secure the loans made by Love Funding to
Spectrum Derby Realty, Spectrum Derby granted to Love Funding a
security interest in certain collateral that includes collateral
which is the subject of the security interest granted to Midcap
Financial by Spectrum Derby. The HUD guaranteed the mortgage
against the property leased to Spectrum Derby. As of the Petition
Date, the amount outstanding on account of the HUD- guaranteed
mortgage was $8,492,738.
About Spectrum Healthcare
Spectrum Healthcare LLC is a nursing home operator, owning six
nursing facilities have 716 beds and employing 725 people.
Spectrum Healthcare and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos.
16-21635 to 16-21639) on Oct. 6, 2016. The petitions were signed
by Sean Murphy, chief financial officer.
At the time of filing, the Debtors listed these assets and
liabilities:
Total Estimated
Assets Liabilities
---------- -----------
Spectrum Healthcare $282,369 $500K-$1M
Spectrum Healthcare Derby $2,068,467 $1M-$10M
Spectrum Healthcare Hartford $4,188,568 N/A
Spectrum Healthcare Manchester, LLC $2,729,410 N/A
Spectrum Healthcare Torrington, LLC $3,321,626 N/A
Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.
In the 2016 bankruptcy case, the Debtors are represented by
Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica
Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co.,
P.C. serves as their accountant and financial advisor.
William K. Harrington, the United States Trustee for the District
of Connecticut, appointed Nancy Shaffer, M.A., a member of the
Connecticut Long Term Care Ombudsman's Office, as the Patient Care
Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare
Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum
Healthcare Torrington, LLC.
STEPHEN MOFFITT: Sale of Johnson City Properties for $345K Approved
-------------------------------------------------------------------
Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized Stephen Todd Moffitt's
private sale of three real properties in Johnson City, Tennessee,
outside the ordinary course of business, to Dwight Scott: (i) 110
W. Unaka Avenue, for $85,000; (ii) #2 Cherokee Ridge Court, for
$92,000; and (iii) 608 W. Watauga Avenue, for $168,000.
The sale is free and clear of any such lien, claim, or encumbrance
represented or held by Capital Bank Corp. or other secured or
general creditor of the Debtor, except for property taxes not yet
due and not a current lien against the Properties.
The Debtor is authorized to enter into and deliver such Warranty
Deeds or other documents of conveyance necessary to sale, convey,
and transfer the right, title, and interest of the Debtor in and to
the Properties to the Scott.
The Debtor is authorized to utilize a portion of the sales proceeds
to satisfy the outstanding City of Johnson City and Washington
County, Tennessee property taxes due as of the date of closing of
such sales.
The transaction contemplated by the Motion may be consummated
immediately upon the signing or filing of the Order and complying
with the conditions hereof and pursuant to Fed. R. Bank. R. P.
6004(h), the sale of the Properties as contemplated by the Motion
will not be stayed pending the expiration of 14 from the day of
entry of the Order.
The Responding Creditor consents to the Debtor's use of cash
collateral in the amount of $1,500 from the proceeds from each
closing on the three parcels to pay administrative expenses of the
bankruptcy estate in the form of attorney's fees to Debtor's
counsel, but the Responding Creditor is not agreeing at this time
to any further use of its cash collateral.
Capital Bank is permitting the sales to close, but is not agreeing
to the interpretation of minimum release price as set forth in the
Debtor's Motion. Capital Bank has asserted in its Response that
the minimum release price is the price at which the Debtor must
sell the Properties under the Marketing Agreement, but Capital Bank
asserts that its lien attaches to all the proceeds except to the
extent that it consents otherwise.
Stephen Todd Moffitt sought Chapter 11 protection (Bankr. E.D.
Tenn. Case No. 16-50305) on April 28, 2016.
STRINGER FARMS: Prexy Taps Lovell as Special Counsel
----------------------------------------------------
Stringer Farms Inc. President Charles Blake Stringer seeks approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to hire Lovell, Lovell, Isern & Farabough, LLP.
Lovell will serve as Mr. Stringer's special counsel in connection
with a lawsuit he filed against DCP Midstream LP in the 69th
District court, Moore County, Texas, and several other cases.
The hourly rates charged by the firm are:
Partners $300 - $325
Of Counsel $300 - $325
Associates $225 - $275
Paralegals $85 - $100
Legal Assistants $30 - $65
John Lovell, Esq., the attorney designated to represent Mr.
Stringer, will be paid an hourly rate of $325.
Lovell does not represent any interest adverse to Mr. Stringer or
his bankruptcy estate, according to court filings.
The firm can be reached through:
John H. Lovell, Esq.
Lovell, Lovell, Isern & Farabough, LLP
112 West 8th Ave, Suite 1000
Amarillo, TX 79101-2314
Phone: (806) 731-4614
About Stringer Farms Inc.
Stringer Farms, Inc. filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 16-44821), on December 14, 2016. The Petition was signed
by Charles Blake Stringer, president. The case is assigned to
Judge Russell F. Nelms. At the time of filing, the Debtor had $10
million to $50 million in estimated assets and $1 million to $10
million in estimated liabilities.
Charles Blake Stringer filed a voluntary Chapter 11 petition
(Bankr. N.D. Tex. Case No. 16-44871) on December 20, 2016.
Pursuant to an Order directing the Joint Administration of Cases
entered on December 23, 2016, the Debtors bankruptcy cases are
jointly administered under (Bankr. N.D. Tex. Case No. 16-44821).
The Debtors are represented by Jeff P. Prostok, Esq., Forshey &
Prostok, LLP.
No creditors' committee has been appointed in the Debtors' cases by
the U.S. Trustee. Further, no trustee or examiner has been
requested or appointed in the Debtors' Chapter 11 cases.
SUPERVALU INC: Fitch Affirms 'B' Long-Term Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed SuperValu Inc.'s Long-Term Issuer
Default Rating (IDR) at 'B' and secured debt rating at 'BB'/'RR1'
following the Dec. 5, 2016 divestiture of Save-A-Lot and subsequent
review of SVU's post-separation capital structure. Fitch has
simultaneously downgraded the rating on SVU's senior unsecured
notes to 'B-'/'RR5' from 'B'/'RR4'. The Rating Outlook is Stable.
SVU's ratings are constrained by negative sales trends, declining
operating income, a mediocre retail market position and long-term
challenges within the retail and wholesale business, even though
the company's leverage is low for the rating category. Such
challenges include retailer consolidation in the grocery retail
industry, potential customer losses as the number of independent
retailers decline, and heightened competition. Fitch projects total
adjusted debt/EBITDAR will increase towards the mid-4x range with
consolidated EBITDA falling to around $400 million from an LTM pro
forma level of $520 million by fiscal 2019.
Scale with strong local market share positions and competitive
pricing is what differentiates better-performing grocery retailers
from operators like SVU, which is currently losing share. Meanwhile
wholesale distributors could experience weaker pricing power and
margin pressure as retailers continue to consolidate. SVU has not
disclosed the operating income contribution from recent new
wholesale wins but profitability of new larger customers could be
lower than that of smaller clients as high sales volumes equate to
volume discounts.
KEY RATING DRIVERS
Two-thirds Wholesale and One-third Retail Post Divestiture: Post
the sale of Save-A-Lot, which represented 26% or $4.6 billion of
SVU's sales and 29% or $213 million of its EBITDA in fiscal 2016
(February), SVU's approximate $12.5 billion of sales and $500
million of EBITDA is two-thirds grocery wholesale distribution and
one-third retail. These businesses continue to have long-term
challenges and Fitch expects top line challenges to continue and
EBITDA declines to persist over the intermediate term.
Wholesale Revenue, Margin Pressure: Segment sales have declined due
to customer losses. However, SVU is focused on retaining existing
customers and new business wins in fiscal 2017 are estimated to
contribute about $1 billion of annualized revenue (13% on a current
base of $7.7 billion annual of sales) in fiscal 2018. Nonetheless,
Fitch believes SVU will have to offset 2% - 3% customer attrition
annually caused by consolidation and restructuring in the grocery
industry with new business to maintain its wholesale revenue base.
Margin pressure is anticipated as new large contracts come at a
lower margin. Additionally, recent challenges transitioning new
customers onto its distribution network have resulted in higher
labor and third-party freight expenses. Fitch projects segment
EBITDA to decline to approximately $265 million in fiscal 2019,
versus $267 million for the LTM.
Declining Retail Share, Profitability: Identical store (ID) sales
for SVU's 217 stores have been mostly negative over the past two
years at its retail banners, falling 5.3% through the first three
quarters of fiscal 2017, with customer traffic down 4.4%. Fitch
believes mid-single digit declines will continue in fiscal 2018
despite moderating deflation due to weak share positions and
increased competitive openings in the markets SVU operates causing
its retail banners to continue to be share donors over the
intermediate term. Fitch projects segment EBITDA will fall below
$100 million by fiscal 2019 from $181 million for the LTM.
Leverage to Creep Up: SVU's leverage is modestly lower following
the divestiture of Save-A-Lot due to meaningful debt reduction
including $832 million of mandatory term loan repayment and the
payoff of a $260 million asset-based revolver balance. Pro forma
debt and total adjusted debt/EBITDAR as of Dec. 5, 2016 are
approximately $1.5 billion and 3.7x, respectively, versus $2.6
billion and 4.0x at Feb. 27, 2016.
Nonetheless, Fitch expects SVU's leverage to increase toward the
mid 4x range with consolidated EBITDA falling to around $400
million from an LTM pro forma level of $520 million by fiscal 2019.
As such, the company's credit profile is expected to remain weak
over the intermediate term.
RECOVERY ANALYSIS
Fitch's ratings on individual debt issues are based on the IDR and
the expected recovery in a distressed scenario. Fitch has allocated
an assumed going concern distressed enterprise value of $1.6
billion ($1.4 billion after administrative claims) across SVU's
capital structure. Fitch arrived at this valuation by multiplying
an assumed post-default EBITDA of approximately $400 million by a
4.0x multiple. The post-default EBITDA assumes total revenue of
about $13 billion and an EBITDA margin around 3%.
SVU's $1 billion revolving asset-backed loan (ABL) facility, which
is assumed to be 70% drawn, is backed by inventories, receivables
and prescription files, which Fitch collectively values at $1.1
billion. The term loan, which has a balance of $524 million due to
debt reduction from Save-A-Lot sale proceeds, is backed by real
estate with a book value of $497 million. As such, both facilities
are assumed to receive a full recovery, leading to a rating on both
facilities of 'BB/RR1'.
The senior unsecured notes are rated 'B-'/'RR4', implying an 11% -
30% recovery in a going-concern scenario. Fitch believes that in a
liquidation scenario, SVU's company pension plan would rank ahead
of the senior unsecured notes given the unique structural
priorities available to the Pension Benefit Guarantee Corporation
and pension plan fiduciaries.
At Feb. 27, 2016, SVU's pension plan was underfunded by $545
million and the company's share of the underfunded multi-employer
pension plans for which it participates was $587 million. Due to a
re-measurement of plan assets and liabilities at the end of the
fiscal third quarter, SVU has indicated that the funded status for
its pension plan has improved by approximately $150 million.
Nonetheless, Fitch anticipates that there would be no recovery to
the senior notes in a liquidation scenario.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for SVU include:
-- Revenue declines to $13.3 billion in fiscal 2018 and $13.2
billion in fiscal 2019 as the divestiture of Save-A-Lot and
low-to-mid single digit negative IDs in retail are offset by new
wholesale business;
-- EBITDA declines to $420 million in fiscal 2018 and $400 million
in fiscal 2019, as cost reductions partially offset consolidated
gross margin compression below 12%;
-- FCF approximates $70 million in fiscal 2018 and $40 million in
fiscal 2019 assuming $200 million of annual capex;
-- Total adjusted debt/EBITDAR approximates 4.3x in fiscal 2018
and 4.4x in fiscal 2019.
RATING SENSITIVITIES
Future developments that may, individually or collectively, lead to
an upgrade include: stable market share trends; relatively stable
margins; total adjusted debt/EBITDAR sustained below 4.0x; and
continued positive FCF.
Future developments that may, individually or collectively, lead to
a downgrade include consistently weak top line performance across
each of the company's businesses and margin contraction that leads
to negligible or negative FCF.
LIQUIDITY
SVU's liquidity is adequate and is supported by a $1 billion ABL
credit facility for which SVU had $675 million available credit on
its ABL at Dec. 3, 2016. Following the Dec. 5, 2016 sale of
Save-A-Lot and $260 million repayment of an outstanding ABL
balance, availability is estimated at $935 million. Fitch projects
FCF of approximately $70 million in fiscal 2018 and $40 million in
fiscal 2019. Post the mandatory term loan debt repayment resulting
from the divestiture of Save-A-Lot, significant upcoming maturities
are limited to $524 million of term loans due March 2019.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
SUPERVALU INC.
-- Long-Term IDR at 'B';
-- $1 billion secured revolving credit facility at 'BB/RR1';
-- $524 million secured term loan at 'BB/RR1';.
Fitch has downgraded the following rating:
-- $750 million senior unsecured notes to 'B-'/'RR5' from
'B'/'RR4'.
The Rating Outlook is Stable.
TAR HEEL: Trustee Selling Cash Register to Dealer for $8K
---------------------------------------------------------
John Paul H. Cournoyer, Chapter 11 Trustee for Tar Heel Oil II,
Inc. and Gambill Oil, LLC, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina to authorize the Settlement
Agreement with Shrinik, Inc. and Santoshkumar Patel, doing business
as College Park Convenience Store ("Dealer"), and the sale of cash
register system to the Dealer for $7,526.
In August 2014, Tar Heel entered into an agreement for the
consignment sale of fuel ("Supply Agreement") with the Dealer.
In August 2014, College Park Convenience Store, LLC, which was
owned by Arthur Lankford, a 50% owner of Tar Heel, entered into an
asset purchase agreement to sell real property located at 1204
River Street, Wilkesboro, North Carolina ("Premises") and other
assets located on the Premises to Dealer.
Prior to the filing of the bankruptcy case, Tar Heel attempted to
transfer the ownership of underground storage tanks ("USTs")
located at the Premises, but such attempt was rejected by the NC
Dept. of Environmental Quality, due to the lack of a bill of sale
and incomplete notarization, and the registration and ownership of
the USTs remains the in Tar Heel's name.
The Dealer owes Tar Heel for petroleum products supplied prior to
Nov. 1, 2016. In addition, Tar Heel owns the upgraded cash
register system currently located and used at the Dealer's
Premises.
Since the appointment of Trustee, the Debtors have modified their
business from a consignment sale model to a wholesale model, and
the Dealer does not wish to do business with Tar Heel under the new
model.
Tar Heel and Dealer have agreed to a compromise and settlement as
more particularly set forth in the Settlement Agreement.
The material terms of the Settlement Agreement are:
a. Tar Heel will reject the Supply Agreement pursuant to
11 U.S.C. Section 365.
b. The Dealer will pay Tar Heel $4,140 for petroleum
products previously supplied.
c. The Dealer will pay Tar Heel $7,526 in exchange for
the transfer of Tar Heel's interest in the new cash register system
installed at the Dealer's Premises and the USTs located at the
Dealer's Premises.
d. Tar Heel will deliver to Dealer a bill of sale for the
new cash register system. Subject to the satisfaction of the
Dealer's obligation to remain a CITGO-branded site, Tar Heel will
warrant that it has good and marketable title to the new cash
register system installed at the Dealer's Premises.
e. Tar Heel will deliver to Dealer a bill of sale for the
USTs, along with a completed Form UST-15 and all records and
testing reports and data maintained by Tar Heel with regard to the
USTs located at the Dealer's Premises.
f. The Dealer will remain a CITGO-branded site until at
least Oct. 31, 2017. Tar Heel and Trustee will facilitate the
transfer of the CITGO brand from Cary Oil to another CITGO-branded
fuel supplier of the Dealer's choice.
g. The Dealer will deliver to Trustee a bill of sale for
the used cash register system removed from the Dealer's Premises.
h. Except for the obligations set forth in the Settlement
Agreement between the parties, Tar Heel and the Dealer waive any
and all claims against each other, of any nature, whether known or
unknown, as of the date of the Settlement Agreement. The term
"claim" has the meaning ascribed to it in the Bankruptcy Code.
A copy of the Settlement Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Tar_Heel_187_Sales.pdf
The Trustee proposes to retain and/or distribute the proceeds
received from Dealer as follows:
a. $4,140 in proceeds, which are attributable to the
Debtor's accounts receivable, will be retained by the Trustee and
placed in a designated "cash collateral" subaccount, and not used
in connection with operations;
b. $4,167 in proceeds, which are attributable to the
balance owed to CITGO for the new cash register system, will be
paid to Cary Oil, which Cary Oil will in turn pay to CITGO;
c. $3,360 in proceeds, which are attributable to the UST,
will be placed in a designated "equipment proceeds" sub-account,
and not used in connection with operations.
Cary Oil and BLT Investments, LLC both assert liens in the Debtor's
equipment. However, both have consented to the sale of the cash
register system and the UST. Therefore, there is a basis for
conveying such assets free and clear of liens with respect to such
assets.
The proposed settlement is fair and equitable and is in the best
interests of Debtors, creditors, and other parties in interest in
that the settlement eliminates the cost and expense of litigating
the disputes the parties. Accordingly, the Trustee asks that the
Court authorize the Settlement Agreement and the sale of these
assets free and clear of all liens and that such liens be
transferred to the sale proceeds.
About Tar Heel Oil
Tar Heel Oil II, Inc. and Gambill Oil, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case Nos.
16-50216 and 16-50217) on March 4, 2016. The petitions were
signed
by Arthur H. Lankford, president. The case is assigned to Judge
Benjamin A. Kahn. Tar Heel Oil disclosed assets of $3.18 million
and debts of $6.03 million. Gambill Oil disclosed assets of
$986,674 and debts of $3.28 million.
The Court entered an Order on March 15, 2016, granting the Motion
for Joint Administration, naming the lead case of Tar Heel Oil II,
Inc. (Bankr. M.D.N.C. Case No. 16-50216).
The Debtors are represented by Charles M. Ivey, III, Esq., at
Ivey,
McClellan, Gatton, & Siegmund, LLP.
William Miller, the U.S. bankruptcy administrator, disclosed in a
filing with the U.S. Bankruptcy Court for the Middle District of
North Carolina that no official committee of unsecured creditors
has been appointed in the Chapter 11 case of Tar Heel Oil II, Inc.
On November 4, 2016, the Court appointed John Paul Cournoyer as
Chapter 11 trustee for the Debtors. The Chapter 11 trustee hired
John A. Northen, Esq. and Vicki L. Parrott, Esq. as his legal
counsel in connection with the companies' Chapter 11 cases.
TCR III INC: Sale of Assets to VS Virginia to Pay Creditors Okayed
------------------------------------------------------------------
Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized the private sale by TCR III, Inc.
and affiliates of substantially all assets to VS Virginia, LLC for
amount sufficient to satisfy creditors' proofs of claim plus
$1,000,000.
The sale is free and clear of all liens, claims, encumbrances and
liens.
A copy of the Asset Purchase Agreement attached to the Order is
available for free at:
http://bankrupt.com/misc/TCR_III_261_Order.pdf
The applicable Seller will send a notice to each of the residents
of the facilities and their legal representative, if any, that
complies with applicable Virginia law, including, without
limitation, Section 22 VAC 40-72-50, or such other requirement of
the Department of Social Services of the Commonwealth of Virginia.
About TCR III
TCR III, Inc. (f/k/a America House One, Inc.) (the "Manassas"
location); TCR IV, Inc. (f/k/a America House Two, Inc.) (the
"Orange" location); TCR V, Inc. (f/k/a America House Three, Inc.)
(the "Stephens City" location); TCR VI, Inc.; and America House
Assisted Living of Front Royal, L.L.C. (the "Front Royal"
location), filed separate Chapter 11 bankruptcy petitions (Bankr.
E.D. Va. Case Nos. 15-14162, 15-14163, 15-14165, 15-14168 and
15-14169) on Nov. 24, 2015. The Debtors operate senior care
facilities. The Hon. Brian F. Kenney presides over the cases.
Lawyers at Sands Anderson PC, serve as counsel to the Debtors.
TCR III estimated $1 million to $10 million in both assets and
liabilities. The petitions were signed by Charles V. Rice,
president.
TOTAL COMM SYSTEMS: 2nd Amended Plan Sets Disputed Claims Reserve
-----------------------------------------------------------------
Total Comm Systems, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania a second amended disclosure
statement describing its second amended plan of reorganization.
Class 3, Other Secured Claims, is unimpaired under the Plan. Class
3 Claimants are Creditors who are defendants in the Adversary
Proceeding. The extent of Class 3 Creditors' Secured Claims and
Unsecured Claims is unknown at this time, and on August 8, 2016,
the Debtor filed the Adversary Proceeding to determine the
validity, priority, and extent of any liens or security interests
of Class 3 Claimants (and the Class 1 Claimant, which was
subsequently dismissed from the Adversary Proceeding). That
litigation is currently pending, and the designation of this Class
(and its members' ability to vote on the Plan) does not purport to
establish or confirm the validity, priority, and/or extent of any
lien, claim, or security interest alleged by a Class 3 Creditor.
Class 3 Claims will be treated as follows:
(a) Following a final determination of the allowed amount of
each Class 3 Secured Claim, regular equal monthly payments will be
made for the Allowed Secured amount of the Class 3 Claims;
(b) The Debtor will create a disputed claims reserve in the
amount of the total Class 3 Claims (which are approximately
$325,959.62) from its normal business operations;
(c) Monthly payments of the Allowed Secured Class 3 Claims will
commence the first day of the first calendar month after the
Effective Date and continuing for 72 months with interest accruing
at the rate of 3.5%;
(d) Class 3 Creditors will maintain any lien, encumbrance,
and/or security interest in the Property or assets of the Debtor
until the conclusion of this Plan as they relate to the Secured
Claims;
(e) To the extent that any amount of a Class 3 Claim is
unsecured, it will be paid as a General Unsecured Claim.
As a result of the treatment of the Class 3 Creditors under the
Debtor's Plan, Class 3 Claimants will receive the full amount of
their respective Allowed Secured Claims. All payments to Class 3
Claimants will be made through the monthly Distributions described
in the Plan.
The initial plan did not mention the creation of a disputed claims
reserve as part of this class' treatment.
Class 6, Unsecured Claims, impaired. Class 6 Claims total
approximately $1,401,168.04, not including any amounts of Class 1,
3, and/or 4 Claims which may be determined to be unsecured and
which will also be included in Class 6 Claims. Those amounts have
yet to be determined.
The Debtor will pay $941,410.00 to satisfy Class 6 Claims, thus
creating a distribution of approximately 68.19% per dollar amount
of each Class 6 Claim (not including unsecured portions of other
Classes’ Claims). The Debtor shall make equal monthly payments on
account of each Allowed Class 6 Claim. Payments will commence the
first day of the first calendar month after the Effective Date and
continue for 72 months.
Under the initial plan, it was stated that the Debtor shall set
aside $941,410.00 to pay Class 6 Claims.
The Debtor will continue its operations while evaluating and
potentially eliminating the provision of any services which do not
clearly demonstrate the best possible use of the Debtor's
resources. Currently, the Debtor's primary concern is stabilizing
its income stream and continuing its operations. The Debtor's Plan
will be funded through its continuing operations, so the Debtor
will take advantage of any opportunity that will optimize its
operations and generate a net profit while maintaining the Debtor's
overall health.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/paeb16-15530-160.pdf
About Total Comm Systems
Total Comm Systems, Inc., is a provider of engineering,
construction, excavation, installation, and maintenance services
for the telecommunications industry.
Total Comm Systems filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 16-15530) on Aug. 3, 2016. The petition was signed by
Michael H. Pollitt, president.
The Debtor estimated assets of $500,000 to $1 million and
liabilities of $1 million to $10 million at the time of the
filing.
The Debtor tapped Bielli & Klauder, LLC, as counsel; and Bambach
Enterprises LLC dba Bambach Advisors, as financial advisor.
The Debtor is a debtor-in-possession and no trustee has been
appointed in the Chapter 11 case.
TOWERSTREAM CORP: Appoints Ernest Ortega Chief Executive Officer
----------------------------------------------------------------
Towerstream Corporation announced the appointment of Mr. Ernest
Ortega as chief executive officer. Mr. Ortega succeeds Mr. Philip
Urso who has served as the Company's interim chief executive
officer since February 2016 and will continue to serve as Chairman
of the Board of Directors.
Mr. Ortega most recently held the chief revenue officer position at
Colt Technology Services (www.colt.net) where he was responsible
for a salesforce of more than 700 individuals. Prior to that he
held the chief revenue officer position at Cogent Communications
(Nasdaq: CCOI; www.cogentco.com) where he was responsible for a
salesforce of more than 300 individuals. Prior to that he served
as executive vice president of sales and marketing at XO
Communications (www.xo.com).
"Mr. Ortega's experience and performance in increasing sales
productively at Cogent Communications and most recently at Colt
Technology Services is what attracted us to him as a candidate. He
brings what is needed to transform our Company," continued Mr.
Urso. "He has been a consultant to our Board for just over a year
and we have valued his insights. He has seen first-hand what our
network can do and sees a big opportunity at Towerstream."
"I am incredibly excited to join Towerstream," said Mr. Ortega.
"The Company has all of the key components available today to
support exponential growth. It already has an established and
reliable fixed-wireless infrastructure in twelve of our Nation's
largest urban markets. Towerstream can deliver fiber-like
multi-gig service to new customers in a matter of days, not months,
and for minimal capital cost. I believe the opportunity for
Towerstream to scale its market position is boundless."
"Mr. Ortega's previous roles in this industry provides him with a
great perspective of the advantages fixed wireless has in the
market place. I am excited about the growth to monetize the
carrier class fixed wireless network in place today," said Arthur
Giftakis, chief operating officer of Towerstream. "Mr. Ortega has
a long history of demonstrated ability to grow revenues."
Mr. Ortega will receive a base salary of $350,000 per year. He
will be eligible for bonus compensation of up to $300,000 per year,
as may be approved at the discretion of the Board of Directors of
the Company. In addition, Mr. Ortega will receive options to
purchase (i) an aggregate of 940,193 shares of common stock, of
which one third will vest on the one year anniversary of the
Effective Date and the remaining two thirds will vest in eight
subsequent equal quarterly installments following the one (1) year
anniversary of the Effective Date and (ii) 1,096,892 shares of
common stock, of which one half will vest upon three consecutive
quarters with positive cash income after payment of all ordinary
cash items and one half upon the sale of the Company's
grandfathered earth station assets in the greater Miami, Florida
area and related call sign license for gross proceeds equal to or
greater than $15,000,000. The Options shall have an exercise price
equal to the fair market value of the Company's common stock on the
Effective Date. The Employment Agreement has a term of 18 months
and may be automatically renewed for additional one year terms
unless earlier terminated by either party with three months prior
notice.
About Towerstream Corporation
Towerstream Corporation (NASDAQ:TWER) offers broadband services in
12 urban markets including New York City, Boston, Los Angeles,
Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle,
Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater
Providence area.
The Company reported a net loss of $40.5 million in 2015, a net
loss of $27.6 million in 2014 and a net loss of $24.8 million in
2013.
As of Sept. 30, 2016, Towerstream had $36.76 million in total
assets, $43.18 million in total liabilities and a total
stockholders' deficit of $6.42 million.
TRI-VALLEY LEARNING: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------------
The U.S. trustee for Region 17 on Jan. 25 appointed three creditors
of Tri-Valley Learning Corp. to serve on the official committee of
unsecured creditors.
The committee members are:
(1) Ring Central, Inc.
20 Davis Dr.
Belmont, CA 94002
Attn: James Wallace
(2) Gloria Cervantes
c/o Matthew Fisher
Da Vega Fisher Mechtenberg LLP
955 Benecia Ave.
Sunnyvale, CA 94085
(3) 3090, LLC
30960 Huntwood Ave.
Hayward, CA 94544
Attn: J.W. Balch
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 Tri-Valley Learning
Tri-Valley Learning Corporation is a non-profit corporation that
owns, manages and operates four charter schools.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N. D. Calif. Case No. 16-43112) on November 8, 2016.
The petition was signed by Lynn Lysko, chief executive officer.
The case is assigned to Judge Charles Novack. Pachulski Stang
Ziehl & Jones LLP serves as the Debtor's legal counsel.
At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.
US FLIGHT ACADEMY: Hires Dick Harris as Attorney
------------------------------------------------
US Flight Academy International, Inc., seeks authority from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
the Law Offices of Dick Harris, P.C. as attorney to the Debtor.
US Flight Academy requires Dick Harris to:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession in the continued operation
of its business and management of its property;
b. negotiate with creditors of the Debtor in structuring a
Plan of Reorganization and to take the necessary legal
steps toward confirmation of said Plan, including the
negotiations for debt reconstruction and other financing
for said Plan;
c. appear where necessary and appropriate before various
taxing authorities in order to structure a Plan to pay the
taxes of the Debtor;
d. prepare on behalf of the Debtor necessary applications
answers, orders, reports and other legal papers and
instruments necessary in obtaining confirmation and
consummation of a Plan of Reorganization;
e. appear before the Court and any other court of law and in
equity to protect the interests of the Debtor before said
courts; and
f. perform other legal services for the Debtor which may be
necessary herein.
Dick Harris will be paid at the hourly rate of $290.
Dick Harris will be paid a retainer in the amount of $17,000.
Dick Harris will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Dick Harris, member of the Law Offices of Dick Harris, P.C.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Dick Harris can be reached at:
Dick Harris, Esq.
LAW OFFICES OF DICK HARRIS, P.C.
P.O. Box 3835
Abilene, TX 79604
Tel: (325) 677-3311
Fax: (325) 677-3314
About US Flight Academy International, Inc.
US Flight Academy International, Inc., filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-10295) on
December 12, 2016, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Charles Dick Harris,
Esq., at the Law Office of Dick Harris.
VANGUARD HEALTHCARE: Skyline Buying All Poplar Point Assets for $9M
-------------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee will convene a hearing on Feb. 21,
2017, at 9:00 a.m., to consider the sale by Vanguard Healthcare,
LLC, and its debtor-affiliates, of substantially all assets of
Poplar Point to Skyline Health Care, LLC for $9,000,000.
The objection deadline is Feb. 14, 2017.
Poplar Point's business ("Business") is to own and operate a
nursing home known as Poplar Point Health and Rehabilitation,
located at 131 North Tucker St., Memphis, Tennessee ("Facility").
The Facility has 169 beds and approximately 172 employees.
Vanguard Healthcare, the parent entity of Poplar Point, marketed
Poplar Point for sale through the services of New Century Capital
Partners. Ultimately, the Buyer made an offer and the parties
negotiated a sale of substantially all of Poplar Point's assets
used in the Business.
The parties memorialized their agreement by executing the APA on
Dec. 13, 2016 and have delayed the Motion pending the execution of
another asset purchase agreement for co-Debtor, Whitehall OpCo,
LLC's assets. The APA is the result of extensive, arm's-length
negotiations among Vanguard Healthcare, Poplar Point and the Buyer
("Parties").
The 363 Transaction, as embodied in the APA, contemplates that
substantially all of Poplar Point's assets will be sold and
transferred to the Buyer. The APA more particularly describes the
assets to be sold in the 363 Transaction as all of Poplar Point's
right, title and interest in and to the assets pertaining to Poplar
Point or the Facility.
The purchase price for the assets is $9,000,000. The Debtors
propose to use the cash proceeds of the 363 Transaction, less any
closing costs, to partially satisfy the HFS PrePetition Liens.
The APA provides that the Buyer will deposit $250,000 in cash with
the Debtor's counsel (which amount has been deposited) and that the
Buyer will have until Feb. 11, 2017 to complete due diligence. The
Parties will close the sale of the Assets on March 31, 2017.
Pursuant to Section 3.42 of the APA, a condition to the APA is that
the APA must be approved by the Bankruptcy Court, and if approval
is not granted by the Court due to another offer to purchase the
Assets in lieu of the Buyer's offer, the Buyer will receive a
"Break-up Fee" in the amount of $250,000, to be paid at closing of
the "Alternative Transaction." Accordingly, the Motion includes a
request to authorize a Break-up Fee payable to the Buyer in the
amount of $250,000. The Debtor asserts that the fee is reasonable
in light of the expenses incurred by Buyer to induce the Buyer to
make the offer.
The APA provides that the Debtor will assign the Desired Contracts
to the Buyer that are designated in Exhibit 3.8 of the APA. The
Debtors ask the Court to approve the assumption and assignment of
executory contracts.
In order to further confirm that the APA is the best offer
available for the assets, notice of the Motion will be provided to
all creditors of the Debtor with an opportunity for any party in
interest to object to this proposed sale on the grounds that a
higher and better offer can be obtained through another buyer. The
deadline for such Alternative Transactions will be the deadline set
forth.
If an Alternative Transaction is submitted, the Debtors will
evaluate the proposal and make a determination that the proposed
Alternative Transaction is a "Qualified Bid," and that, in the
Debtors' discretion in consultation with the Committee, it was
submitted by a buyer that has the ability to close the sale within
the time and amount at least as beneficial to the estate as the
offer contained within the APA, taking into account all factors,
including the Break-up Fee and Desired Contracts. If a Qualified
Bid is submitted, the Debtor will notify the Buyer, counsel for the
Committee and HFS, and the party submitting the Qualified Bid on or
before noon on the second business day following the objection
deadline under the Notice and will hold an auction at the offices
of the Debtor's counsel (Bradley, 1600 Division St., Suite 700,
Nashville, Tennessee) at 10:00 a.m. on the third business day
following the deadline. Following the auction, the Debtor, in
consultation with the Committee, will designate its determination
of the highest and best offer and notify the parties by the end of
the business day of the auction. Any objection to the decision
must be filed by noon on Monday before the hearing scheduled.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Vanguard_Healthcare_848_Sales.pdf
By agreement dated Jan. 1, 2015 ("NCCP Agreement") by and between
Debtor Vanguard Healthcare and New Century Capital Partners
("NCCP"), NCCP was engaged to act as a financial adviser, which
included services in completing the sale of assets. NCCP has
assisted in the procurement of the sale of the sssets and thus is
entitled to the payment of fees provided in the NCCP Agreement for
the transaction. Pursuant to the terms of the NCCP Agreement, NCCP
was entitled to a transaction fee equal to 2% of the "Enterprise
Value" paid to the Debtors, which amount is calculated to be
$180,000 if the 363 Transaction closes. The Debtors ask approval
of the compensation pursuant to the terms of the prepetition
contract that is being honored for the purposes of thes transaction
only since the services were performed by NCCP before the
commencement of the Chapter 11 case.
The Debtors have concluded that the 363 Transaction is the best
means of preserving value, continuing the Business at the Facility
as a going concern, and reducing the HFS Loan Obligations for the
benefit of all creditors of the Debtors. Accordingly, the Debtors
ask the Court to approve the sale of assets to the Buyer free and
clear of all liens, claims, encumbrances, and interests, except for
Desired Contracts.
The Purchaser:
SKYLINE HEALTH CARE, LLC
505 Marlboro Road, Suite 5
Wood-Ridge NJ 07075
Attn: Louis Schwartz
The Purchaser is represented by:
Allen V. Koss, Esq.
KOSS & SCHONFLED, LLP
90 John Street, Suite 408
New York, New York 10038
About Vanguard Healthcare
Vanguard is a long-term care provider headquartered in Brentwood,
Tennessee, providing rehabilitation and skilled nursing services
at 14 facilities in four states (Florida, Mississippi, Tennessee
and
West Virginia).
Vanguard Healthcare, LLC, and 17 of its subsidiaries each filed a
Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Lead Case No.
16-03296) on May 6, 2016. The petitions were signed by William
D. Orand, the CEO. The cases are assigned to Judge Randal S.
Mashburn.
Vanguard estimated assets in the range of $100 million to $500
million and liabilities of up to $100 million.
The Debtors have hired Bradley Arant Boult Cummings LLP as counsel
and BMC Group as noticing agent.
The U.S. Trustee for Region appointed seven creditors of Vanguard
Healthcare, LLC, to serve on the official committee of unsecured
creditors. The committee members are Kindred Nursing Centers
East,
L.L.C., Medline Industries, Inc., Healthcare Services Group, Inc.,
Kirk F. Hebert, Signature Healthcare, LLC, et al., Express
Courier, and Rezult Group, Inc.
VAPOR CORP: Has Outstanding Common Stock of 14.7B as of Jan. 20
---------------------------------------------------------------
As of the close of business on Jan. 20, 2017, there were
14,735,642,632 shares of Vapor Corp. common stock issued and
outstanding. The number of issued and outstanding shares of common
stock has increased approximately 83% from the 8,072,711,294 shares
of common stock outstanding on Nov. 11, 2016, the date of filing of
the Company's Form 10-Q. This increase resulted almost entirely
from the exercise of the Company's Series A Warrants.
As disclosed previously, the Company closed a registered public
offering of Units pursuant to a prospectus dated July 23, 2015. On
Jan. 25, 2016, the Units separated into an aggregate of 0.672
shares of Series A Convertible Preferred Stock, which were
convertible into an aggregate of 27 shares of common stock, plus
Series A Warrants to purchase 54 shares of common stock. Except in
the event of a "cashless exercise" as described below, each Series
A Warrant is exercisable into one share of common stock at an
exercise price of $1,736,000 per share and expires on July 23,
2020. Figures referenced give effect to (1) the 1:70 reverse stock
split effected on March 8, 2016, and (2) the 1:20,000 reverse stock
split effected on June 1, 2016. Each of these reverse stock splits
occurred after the issuance of the Units.
Each Series A Warrant may also be exercised on a cashless basis for
its Black Scholes value, as defined in the warrant agreement. The
number of shares of common stock the Company will issue in
connection with the exercise of the Series A Warrants is primarily
based on the closing bid price of the common stock two days prior
to the date of the exercise.
From Jan. 25, 2016, to Jan. 24, 2017, 0.630 shares of Series A
Convertible Preferred Stock have been converted and the Company has
issued 26 shares of its common stock to settle these conversions.
In addition, Series A Warrants to purchase 4 shares of common stock
have been exercised through the cashless exercise provision in the
Series A Warrant, resulting in the issuance of 15,619,771,347
shares of the Company's common stock. In addition, Series A
Warrants to purchase 15 shares of common stock were repurchased,
which could have resulted in the issuance of approximately
229,042,585,000 shares of the Company's common stock if such Series
A Warrants had not been repurchased as of Jan. 24, 2017.
As of Jan. 24, 2017, there are an aggregate of 0.042 shares of
Series A Convertible Preferred Stock which are convertible into 1
share of common stock, plus an aggregate of 34 Series A Warrants
outstanding, which would be currently exercisable into an aggregate
of approximately 631,552,264,000 shares of common stock, if all
warrants were able to avail themselves of the Series A Warrant
cashless exercise provision. In addition, the Company's
underwriter holds a five-year Series A Unit purchase option which,
upon payment of the aggregate exercise price of $2,586,141,
entitles the underwriter to an aggregate of 0.034 shares of Series
A Convertible Preferred Stock, which were convertible into 1 share
of common stock, plus Series A Warrants which would be currently
exercisable into an aggregate of approximately 40,813,223,000
shares of common stock. The shares issuable upon the exercise of
the Series A Warrants are calculated (1) using a Black Scholes
Value of $1,518,807 per share and a closing stock bid price
of $0.0001 per share and (2) assuming the Company delivers only
common stock upon exercise of the Series A Warrants and not cash
payments as permitted under the terms of the Series A Warrants.
As of Jan. 24, 2017, the Company has 735,254,490,530 shares of
common stock available for future issuances. In the future, if a
sufficient number of shares of common stock were not available for
issuance upon exercise of any Series A Warrants, the Company would
be required to make cash payments to satisfy its obligations
pursuant to the Series A Warrants.
Holders of approximately 90% of the Series A Warrants are subject
to the Amended and Restated Standstill Agreements. These
Standstill Agreements permit the Holders to effect a "cashless"
exercise of the Series A Warrants only on dates when the closing
bid price used to determine the "net number" of shares to be issued
upon exercise is at or above $0.0001 per share. Pursuant to the
terms of the Standstill Agreements, the Holders agreed in certain
circumstance to receive only common stock (and not cash) pursuant
to such cashless exercise pursuant to Section 1(d) of their Series
A Warrants. Those circumstances include if the Company is deemed
not to meet the "Equity Conditions" of the Series A Warrants
because of the failure of the Company common stock to be listed or
quoted on an eligible national securities exchange.
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.
VIA NIZA: Seeks to Hire Gonzalez-Cordero as Legal Counsel
---------------------------------------------------------
Via Niza, Inc. seeks approval from the U.S. Bankruptcy Court in
Puerto Rico to hire legal counsel in connection with its Chapter 11
case.
The Debtor proposes to hire Nilda Gonzalez-Cordero, Esq., to give
legal advice regarding its duties under the Bankruptcy Code,
negotiate with creditors on the formulation of a bankruptcy plan or
liquidation of its assets, and provide other legal services.
Ms. Gonzalez-Cordero will be paid an hourly rate of $250 while
paralegals will be paid $75 per hour.
In a court filing, Ms. Gonzalez-Cordero disclosed that she is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Ms. Gonzalez-Cordero maintains an office at:
Nilda Gonzalez-Cordero, Esq.
P.O. Box 3389
Guaynabo, PR 00970
Tel: (787)721-3437 / (787)724-2480
Email: ngonzalezc@ngclawpr.com
About Via Niza Inc.
Via Niza, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 17-00215) on January 18,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
VIGNAHARA LLC: Seeks to Hire Best Tax as Bookkeeper
---------------------------------------------------
Vignahara, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire a bookkeeper.
The Debtor proposes to hire Manish Shah, a bookkeeper at Best Tax &
Book-Keeping Services, Inc., who will receive a monthly fee of $350
for regular bookkeeping services, and an additional $350 for the
preparation of monthly operating reports.
Manish Shah disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Best Tax can be reached through:
Manish R. Shah
Best Tax & Book-Keeping Services, Inc.
7011 Harwin Drive, Suite 230
Houston, TX 77036
About Vignahara LLC
Vignahara, LLC, is a Texas limited liability company formed on Aug.
12, 2013. It is a family run business. Jagdishbhai Patel and
Binal Patel are the sole mangers and members of the Debtor. The
Debtor's sole asset is a 112-room hotel located at 11999 East
Freeway in Houston, Texas, which until recently was operated as a
Red Roof Inn franchise. It has operated under the name of Red Roof
Inn East Houston.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-32261) on June 6, 2016. The petition was signed by Binal Patel,
member. The Debtor is represented by Russell W. Mills, Esq., at
Hiersche, Hayward, Drakeley & Urbach, P.C. The case is assigned to
Judge Barbara J. Houser. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
On January 11, 2017, the court approved the Debtor's fourth amended
disclosure statement, which explains its proposed Chapter 11 of
plan of reorganization. A hearing on the confirmation of the plan
will be held on March 6, 2017.
VIOLIN MEMORY: Creditors' Panel Hires Cooley as Lead Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Violin Memory,
Inc., seeks authorization from the U.S. Bankruptcy Court for the
District of Delaware to retain Cooley LLP as lead counsel to the
Committee.
The Committee requires Cooley to:
(a) attend the meetings of the Committee;
(b) review financial and operational information furnished by
the Debtor to the Committee;
(c) assist in the efforts to sell assets of the Debtor in a
manner that maximizes value for creditors;
(d) analyze and negotiate any debtor-in-possession financing
or relevant budget;
(e) review and investigate prepetition transactions in which
the Debtor was involved;
(f) analyze and negotiate any proposed Chapter 11 plan or exit
strategy in the case;
(g) confer with the Debtor's management, counsel and financial
advisors;
(h) confer with the principals, counsel and advisors of the
Debtor's equityholders;
(i) review the Debtor's schedules, statements of financial
affairs and business plan;
(j) advise the Committee as to the ramifications regarding all
of the Debtor's activities and motions before the Court;
(k) file appropriate pleadings on behalf of the Committee;
(l) review and analyze the Debtor's investment banker's work
product and report to the Committee;
(m) provide the Committee with legal advice in relation to
the chapter 11 case;
(n) prepare various applications and memoranda of law
submitted to the Court for consideration; and
(o) perform such other legal services for the Committee as may
be necessary or proper in this proceeding.
Cooley will be paid at these hourly rates:
Jay R. Indyke, Partner $1,115
Michael Aaron Klein, Associate $800
Robert Winning, Associate $770
Sarah Carnes, Associate $495
Lauren Reichardt, Associate $495
Mollie Canby, Paralegal $225
Cooley will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jay R. Indyke, member of Cooley LLP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and (a) are not creditors, equity
security holders or insiders of the Debtor; (b) have not been,
within two years before the date of the filing of the Debtor's
chapter 11 petition, directors, officers or employees of the
Debtor; and (c) do not have an interest materially adverse to the
interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor, or for any other
reason.
Cooley can be reached at:
Jay R. Indyke, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, NY 10036
Tel: (212) 479-6000
Fax: (212) 479-6275
Email: jindyke@cooley.com
About Violin Memory, Inc.
Violin Memory, Inc., develops and supplies memory-based storage
systems for high-speed applications, servers and networks in the
Americas, Europe and the Asia Pacific. Founded in 2005, the Company
is headquartered in Santa Clara, California.
Violin Memory sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 16-12782) on Dec. 14, 2016. The
petition was signed by Cory J. Sindelar, chief financial officer.
At the time of the filing, the Debtor disclosed $38.93 million in
assets and $145.4 million in liabilities.
Pillsbury Winthrop Shaw Pittman LLP serves as the Debtor's legal
counsel while Bayard, P.A., serves as co-counsel. The Debtor has
hired Houlihan Lokey Capital, Inc. as financial advisor and
investment banker. Prime Clerk LLC serves as administrative
advisor.
The U.S. Trustee, on Dec. 27, 2016, named three creditors to serve
on the official committee of unsecured creditors – Wilmington
Trust, N.A., Clinton Group, Inc., and Forty Niners SC Stadium
Company LC.
The Committee hires Cooley LLP as lead counsel, Elliot Greenleaf as
its Delaware counsel.
VIOLIN MEMORY: Creditors' Panel Hires Elliot as Delaware Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Violin Memory,
Inc., seeks authorization from the U.S. Bankruptcy Court for the
District of Delaware to retain Elliot Greenleaf as Delaware counsel
to the Committee.
The Committee requires Elliot to:
a. render legal advice with respect to the powers and duties
of the Committee and the other participants in the Debtor's
cases;
b. assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtor, the operation of the Debtor's business and any
other matter relevant to the Bankruptcy Case, as and to the
extent such matters may affect the Debtor's creditors;
c. participate in negotiations with parties-in-interest with
respect to any disposition of the Debtor's assets, plan of
reorganization and disclosure statement in connection with
such plan, and otherwise protect and promote the interests
of the Debtor's unsecured creditors;
d. prepare all necessary applications, motions, answers,
orders, reports and papers on behalf of the Committee at
Court hearings as necessary and appropriate in connection
with the Bankruptcy Case;
e. render legal advice and perform legal services in
connection with the foregoing;
f. perform all other necessary legal services in connection
with the Bankruptcy Case as may be requested by the
Committee;
g. render legal advice with respect to all Delaware
substantive and procedural matters, including, but not
limited to local rules and practices of the United States
Court for the District of Delaware and the United States
Bankruptcy Court for the District of Delaware; and
h. serve as conflicts counsel, if needed.
Elliot will be paid at these hourly rates:
Rafael X. Zahralddin-Aravena, Esq. $625
Shelley A. Kinsella, Esq. $465
Eric M. Sutty, Esq. $465
Jonathan M. Stemerman, Esq. $385
Kathryn H. Harmon, Esq. $310
Mark C. Gregory, Esq. $225
Sandra I. Roberts $225
Ashley J. Brown $210
Alice C. Barone $180
Elliot will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Rafael X. Zahralddin-Aravena, member of Elliott Greenleaf, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) are not
creditors, equity security holders or insiders of the Debtor; (b)
have not been, within two years before the date of the filing of
the Debtor's chapter 11 petition, directors, officers or employees
of the Debtor; and (c) do not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.
Elliot can be reached at:
Rafael X. Zahralddin-Aravena, Esq.
ELLIOTT GREENLEAF
1105 North Market St., Suite 1700
Wilmington, DE 19801
Tel: (302) 384-9400
Fax: (302) 384-9399
E-mail: rxza@elliottgreenleaf.com
About Violin Memory, Inc.
Violin Memory, Inc., develops and supplies memory-based storage
systems for high-speed applications, servers and networks in the
Americas, Europe and the Asia Pacific. Founded in 2005, the Company
is headquartered in Santa Clara, California.
Violin Memory sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 16-12782) on Dec. 14, 2016. The
petition was signed by Cory J. Sindelar, chief financial officer.
At the time of the filing, the Debtor disclosed $38.93 million in
assets and $145.4 million in liabilities.
Pillsbury Winthrop Shaw Pittman LLP serves as the Debtor's legal
counsel while Bayard, P.A., serves as co-counsel. The Debtor has
hired Houlihan Lokey Capital, Inc. as financial advisor and
investment banker. Prime Clerk LLC serves as administrative
advisor.
The U.S. Trustee, on Dec. 27, 2016, named three creditors to serve
on the official committee of unsecured creditors – Wilmington
Trust, N.A., Clinton Group, Inc., and Forty Niners SC Stadium
Company LC.
The Committee hires Cooley LLP as lead counsel, and Elliot
Greenleaf as its Delaware counsel.
VIRGIN ISLANDS: S&P Lowers Rating on Sr. Lien Fund Notes to 'B'
---------------------------------------------------------------
S&P Global Ratings has lowered its rating on the Virgin Islands
Public Finance Authority's (VIPFA) senior-lien matching fund notes
to 'B' from 'BB' and its rating on subordinate-lien matching fund
notes, issued for the U.S. Virgin Islands (USVI), by two notches to
'B' from 'BB-'. The outlook is negative.
"The downgrade reflects our view of the USVI's constrained market
access following the inability of the territory to sell senior- and
subordinate-lien parity bonds after a rescheduled sale date and an
attempt to go to market in January," said S&P Global Ratings credit
analyst Oladunni Ososami, "as well as our view that credit quality
could deteriorate further due to liquidity concerns if the USVI
can't access external liquidity or make significant structural
budget changes to address its cash flow needs in the near term."
The rating also reflects S&P's view of a closer linkage between the
territory's general fiscal condition and the repayment of the
bonds, especially during times of significant fiscal distress given
continued reliance on this revenue source to finance operating
deficits.
WESTERN STATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Western States, Inc.
300 W. "F" Street
Casper, WY 82601
Case No.: 17-20041
Chapter 11 Petition Date: January 25, 2017
Court: United States Bankruptcy Court
District of Wyoming (Cheyenne)
Judge: Hon. Cathleen D. Parker
Debtor's Counsel: Paul Hunter, Esq.
2616 Central Avenue
Cheyenne, WY 82001
Tel: 307-637-0212
Fax: 307-637-0262
E-mail: attypaulhunter@prodigy.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daljeet S Mann, general
manager/shareholder.
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/wyb17-20041.pdf
WGC INC: Unsecured Creditors to Get Nothing from Sale of Assets
---------------------------------------------------------------
WGC, Inc., filed with the U.S. Bankruptcy Court for the Western
District of Pennsylvania a disclosure statement to accompany its
plan of reorganization, dated Jan. 20, 2017, which proposes to pay
the secured claims of Northwest Savings Bank and Wells Fargo Bank
from the sale of Debtor's assets.
Class 2, Secured Claim of Northwest Savings Bank (NSB), is impaired
under the Plan. The secured claim of Northwest Savings Bank in the
amount of $436,301.00 is secured as a first position lien against
the business assets of the Debtor and will be paid out of the sale
proceeds on the Plan Effective Date, subject to a carve-out for
administrative expenses in the amount of $25,000.00.
Class 3, Secured Claims of Wells Fargo Bank, N.A., is impaired
under the Plan. The secured claim of Wells Fargo Bank, N.A. in the
amount of $261,711.85 is secured as a second position lien against
the business assets of the Debtor and will be paid out of the
remainder of the sale proceeds, in the approximate amount of
$63,699.00. The amount of the claim not paid by the sale proceeds,
in the approximate amount of $198,012.85 will be treated as an
unsecured claim.
Class 5, Unsecured Claims, is impaired under the Plan. The Class 5
claims will receive $0.00 from the proposed sale under this
proposed plan.
The Plan is to be implemented by the sale of all assets of the
Debtor to the "W" Club of Reno, Inc. or other qualified bidder,
pending court approval.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pawb16-10347-161.pdf
About WGC, Inc.
WGC, Inc., filed a chapter 11 petition (Bankr. W.D. Pa. Case No.
16-10347) on April 13, 2016. The petition was signed by Steven
Shingledecker, general manager.
The Debtor is represented by Brian C. Thompson, Esq., at Thompson
Law Group, P.C. The case is assigned to Judge Thomas P. Agresti.
The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.
WRAP MEDIA: Has Until March 2 to Use Silicon Valley Bank Cash
-------------------------------------------------------------
Judge Hannah L. Blumenstiel of the U.S. Bankruptcy Court for the
Northern District of California authorized Wrap Media, LLC and Wrap
Media, Inc., to use Silicon Valley Bank's cash collateral on an
interim basis until March 2, 2017.
The Debtors are authorized to use cash collateral to pay for
ordinary operating expenses and U.S. Trustee fees.
Silicon Valley Bank is granted a replacement lien against
postpetition assets with the same nature, extent and validity as
Silicon Valley Bank's prepetition lien. Silicon Valley Bank is
also granted a lien on the Debtor's intellectual property, but only
to the extent necessary to protect Silicon Valley Bank from any
postpetition diminution in the collateral for its allowed secured
claim.
The Debtor is directed to make monthly adequate protection payments
to Silicon Valley Bank in the amount of $8,100.
A full-text copy of the Interim Order, dated Jan. 20, 2017, is
available at http://bankrupt.com/misc/WrapMedia2016_1631325_80.pdf
About Wrap Media LLC
Wrap Media, LLC, and Wrap Media, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case Nos.
16-31325 and 16-31326) on December 10, 2016. The petitions were
signed by Eric Greenberg, chief executive officer.
The cases are assigned to Judge Hannah L. Blumenstiel. The Debtors
hired St. James Law, P.C. as their legal counsel; and Beyer Law
Group, LLP as special counsel.
At the time of the filing, the Debtors estimated their assets at $1
million to $10 million and liabilities at $10 million to $50
million.
YAPPN CORP: Amends 14.8 Million Shares Resale Prospectus with SEC
-----------------------------------------------------------------
Yappn Corp. filed with the Securities and Exchange Commission a
second amendment to its Form S-1 registration statement relating to
the public offering of up to 14,860,947 shares of the Company's
$0.0001 par value per share common stock by Oxford Enterprises
Inc., Sandor Capital Master Fund, Alpha Capital Anstalt, et al.
upon conversion of promissory notes and/or warrants currently held
by the selling stockholders, specifically:
(i) 8,341,151 shares of Common Stock issued and outstanding;
(ii) 907,199 shares of Common Stock issuable to them upon
exercise of promissory notes including interest to the
maturity date;
(iii) 179,926 shares of Common Stock issuable to them to
Sept. 30, 2017, for interest since the maturity date; and
(iv) 5,432,671 shares of Common Stock issuable to them upon
exercise of warrants.
The warrants have an exercise prices varying from $0.25 to $2.20
per share (subject to adjustment). The Securities and Exchange
Commission may take the view that, under certain circumstances, any
broker-dealers or agents that participate with the Selling
Stockholders in the distribution of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended. Commissions, discounts or concessions received by any
such broker-dealer or agent may be deemed to be underwriting
commissions under the Securities Act.
The Common Stock is quoted on the Over-The-Counter Bulletin Board
and trades under the symbol "YPPN". The last reported sale price
of the Common Stock on the Over-the-Counter Bulletin Board on
Jan. 17, 2017, was $0.10 per share.
A full-text copy of the amended prospectus is available at:
https://is.gd/eCJZz1
About Yappn
Yappn Corp. is a real-time multilingual company that aims to
amplify brand and social messaging, expand online commerce and
provide customer support by globalizing these experiences with its
proprietary technologies, solutions and linguistic computational
approach to language service and engagement. The Company maintains
its headquarters in New York.
As of Nov. 30, 2016, the Company had $4.74 million in total assets,
$9.20 million in total liabilities and a total stockholders'
deficit of $4.46 million.
"Implementation of the Company business plan will require
additional debt or equity financing and there can be no assurance
that additional financing can be obtained on acceptable terms. The
Company has realized limited revenues to cover its operating costs.
As such, the Company has incurred an operating loss since
inception. This and other factors raise substantial doubt about
its ability to continue as a going concern. The Company's
continuation as a going concern is dependent on its ability to meet
its obligations, to obtain additional financing as may be required,
and ultimately to attain profitability," the Company stated in its
quarterly report for the period ended Nov. 30, 2016.
YOGI CARPET: Hires Rivera & Associates as Accountant
----------------------------------------------------
Yogi Carpet & Tile, Inc., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Edwin Rivera &
Associates, PA as accountant to the Debtor.
Yogi Carpet requires Rivera to:
a. prepare the 2016 federal income tax returns;
b. prepare and e-file the Debtor's monthly sales tax;
c. prepare the Debtor's monthly operating reports; and
d. provide accounting advice and other related accounting
services as requested by the Debtor and the Debtor's
counsel.
Rivera will be paid at these hourly rates:
Partner $75
Staff $35
Rivera will be paid a flat rate of $695.00 for the preparation of
the Debtor's 2016 federal tax returns.
For the twelve months prior to the commencement of the bankruptcy
case, Rivera was paid a total of $1,500 for work performed for the
Debtor on a current basis.
Rivera will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Edwin Rivera, member of Edwin Rivera & Associates, PA, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Rivera can be reached at:
Edwin Rivera
EDWIN RIVERA & ASSOCIATES, PA
9741 S Orange Blossom Trail, Suite 2
Orlando, FL 32837
Tel: (407) 432-0518
About Yogi Carpet & Tile, Inc.
Yogi Carpet & Tile, Inc. is a family-owned and operated flooring
business formed in June, 1995. The Debtor owns and operates a
22,000 square foot flooring showroom at: 7309 E. Colonial Drive,
Orlando, Florida 32807 and offers a wide selection of wood, tile
and laminate flooring and carpet.
Yogi Carpet & Tile, Inc., d/b/a D'Best Carpet & Tile, d/b/a D'Best
Floorz & More, filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 16-07776) on Nov. 30, 2016. The Petition was signed by Dario
Hernandez, president. The Debtor is represented by Daniel A.
Velasquez, Esq. and Justin M. Luna, Esq. of Latham, Shuker, Eden &
Beaudine, LLP. At the time of filing, the Debtor estimated assets
and liabilities at $1 million to $10 million each.
YRC WORLDWIDE: Amends Credit Pact to Revise Leverage Ratio Covenant
-------------------------------------------------------------------
YRC Worldwide Inc. has launched an amendment to its term loan
credit agreement including an adjustment to the leverage ratio
covenant from the first quarter of 2017 through the fourth quarter
of 2018.
"Since 2011, we have made strides to strengthen our Company,
including significantly improving Adjusted EBITDA and operating
cash flow while reinvesting back into the business and reducing
debt to the lowest level in more than a decade," said James Welch,
chief executive officer of YRC Worldwide. "However, over the past
few years the less-than-truckload sector has seen tonnage decline
and lower fuel surcharge revenue from falling diesel prices. We
have remained in compliance with the leverage ratio covenant since
the inception of the term loan and we are launching the amendment
to take uncertainty out of the market regarding our expected
ongoing compliance. Preliminary financial results are being
released as a step in the amendment process and we look forward to
discussing them in greater detail on our fourth quarter earnings
conference call. We appreciate the support of our lenders and
expect to continue executing our plan to strengthen the Company,"
concluded Welch.
For the three months ended Dec. 31, 2016, YRC Worldwide Inc.
anticipates reporting consolidated operating revenue of
approximately $1.143 billion to $1.153 billion and consolidated
operating income of approximately $10 million to $20 million. The
Company also anticipates reporting Adjusted EBITDA of approximately
$53 million to $63 million and a total debt balance of
approximately $1.010 billion which reflects a $40.5 million pay
down of the term loan in fourth quarter 2016.
For the year ended Dec. 31, 2016, the Company anticipates reporting
consolidated operating revenue of approximately $4.692 billion to
$4.702 billion and consolidated operating income of approximately
$119 million to $129 million. The Company also anticipates
reporting Adjusted EBITDA of approximately $293 million to $303
million.
At Dec. 31, 2016, the Company had cash and cash equivalents and
Managed Accessibility (as defined in the Company's most recently
filed periodic reports on Forms 10-K and 10-Q) under its asset
based loan facility totaling $181.1 million.
About YRC Worldwide
Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services. These
services include global, national and regional transportation as
well as logistics.
YRC Worldwide reported net income attributable to common
shareholders of $700,000 on $4.83 billion of operating revenue for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common shareholders of $85.8 million on $5.06 billion of
operating revenue for the year ended Dec. 31, 2014.
As of Sept. 30, 2016, the Company had $1.87 billion in total
assets, $2.21 billion in total liabilities and a total
shareholders' deficit of $342.2 million.
* * *
As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide from
'Caa3' to 'B3', following the successful closing of its
refinancing transactions.
In the Aug. 11, 2015 TCR report, Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
YRC Worldwide to 'B-' from 'CCC+'.
"The upgrade reflects YRC's earnings growth and improved liquidity
position, along with our belief that gradual improvement in the
company's operating performance will result in credit measures
that are commensurate with the rating," said Standard & Poor's
credit analyst Michael Durand.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
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