/raid1/www/Hosts/bankrupt/TCR_Public/170512.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, May 12, 2017, Vol. 21, No. 131
Headlines
168 REEF HOLDING: U.S. Trustee Unable to Appoint Committee
212 WEST 18: Voluntary Chapter 11 Case Summary
500 NORTH AVENUE: Court OK Further Cash Collateral Use Thru July 31
68 YACHT CLUB: U.S. Trustee Unable to Appoint Committee
8760 SERVICE: To Sell Assets, Seeks Cash Access Until May 31
ADELPHIA COMMUNICATIONS: NextEra Sues Greenberg for Malpractice
ALAMOS GOLD: S&P Affirms Then Withdraws 'B+' CCR
ALL RESORT GROUP: Wants to Incur $1.5-Mil Loan, Use Cash Collateral
ALLIED ELECTRICAL: Hires McGuire Craddock as Attorneys
ALUMINUM DESIGN: U.S. Trustee Unable to Appoint Committee
AMERICAN DREAM: Taps Danowitz Legal as Bankruptcy Counsel
AP XPRESS BUS: U.S. Trustee Unable to Appoint Committee
API HEAT: Moody's Lowers CFR to Caa2 on Weak Liquidity Profile
APTEAN INC: S&P Affirms 'B' Rating on 1st-Lien Credit Facility
AQUA LIFE: Case Summary & 15 Largest Unsecured Creditors
AQUION ENERGY: Federal Machinery Buying Surplus Assets for $400K
AUTO INC: Hires Eric A. Liepins as Counsel
AVANTOR INC: S&P Affirms 'B' CCR & Revises Outlook to Developing
AZURE MIDSTREAM: Files Supplement to 3rd Amended Liquidation Plan
AZURE MIDSTREAM: US Trustee Appoints 3-Member Equity Committee
BALLANTRAE LLC: Hires Famiglio Associates as Accountant
BAY HARBOUR HOMES: Hires Leon A. Williamson as Attorney
BCBG MAX: Wants Exclusive Plan Filing Period Extended to Oct. 11
BENNIGAN'S SADDLEBROOK: Case Summary & 9 Unsecured Creditors
BIG APPLE CIRCUS: Hires PKF O'Connor Davies as Accountant
BLACK PRESS: Moody's Withdraws B3 Corporate Family Rating
BLUE BUFFALO: Moody's Hikes Corporate Family Rating to Ba2
CALIFORNIA RESOURCES: Reports $52 Million Net Income for Q1
CAPITOL CABLE: U.S. Trustee Unable to Appoint Committee
CARTER TABERNACLE: Plan Exclusivity Period Extended Sine Die
CATCH 22 LINY: Wants Plan Exclusivity Period Extended to July 31
CDK GLOBAL: Moody's Assigns Ba1 Rating to 2027 Senior Unsec. Notes
CENTRAL GROCERS: Seeks Interim Authority to Use Cash Collateral
CENTRAL LAUNDRY: Wants Interim Approval on Cash Collateral Use
CHESAPEAKE ENERGY: Reports $75 Million Net Income for 1st Quarter
CHS/COMMUNITY HEALTH: Fitch Gives BB Rating to $700MM Add-on Notes
CLARKE PROJECT: Won't Talk to CCM, Seeks Cash Use Until Sept. 30
COBALT INTERNATIONAL: Seven Proposals Approved at Annual Meeting
CONCH HOUSE: Hires Vernis and Bowling as Special Counsel
CONCORDIA INTERNATIONAL: Two New Directors Added to Board
DALLAS COUNTY SCHOOLS: Moody's Cuts GOLT Debt Rating to Caa1
DECATUR ATHLETIC: Case Summary & 12 Unsecured Creditors
DOWLING COLLEGE: Hires Farrel Fritz as Special Counsel
DREAM SOURCE: Names Steven Lefkovitz as Attorney
EAGAN AVENATTI: Involuntary Chapter 11 Case Summary
ENDEAVOR ENERGY: S&P Raises CCR to 'B' on Improved Asset Base
EP MINERALS: Add-on Term Loan No Impact on Moody's B3 CFR
FAIRMOUNT SANTROL: Moody's Revises Outlook Pos. & Affirms Caa1 CFR
FAMILY WORKS: Taps Will B. Geer as Legal Counsel
FIAC CORP: Wants Exclusive Plan Filing Period Moved to June 30
FIELDPOINT PETROLEUM: Gets Noncompliance Notice from NYSE MKT
FIRSTENERGY SOLUTIONS: Debt Maturities Cast Going Concern Doubt
FLYGLO LLC: Hires Heller Draper as Counsel
FRESH & EASY: Osegueras Buying Liquor License No. 539651 for $2K
GANDER MOUNTAIN: CPO Files Report Related to Protection of PII
GENESIS DME: Exclusive Plan Filing Period Extended Through July 8
GENTLEPRO HOME: Allowed to Use IRS Cash Collateral Until May 25
GILLESPIE OFFICE: Needs Until July 31 to Solicit Plan Acceptances
GOODMAN NETWORKS: Court OKs Disclosures, Confirms Plan
GOODMAN NETWORKS: Reaches Claims Deals with AT&T & Tx Comptroller
GRANDPARENTS.COM INC: Bid Procedures Approved; June 2 Auction Set
GRANDPARENTS.COM INC: Filed 1st Amendment to Asset Sale Deal
GREAT FALLS DIOCESE: Sale of Billings Property for $1.3M Approved
GURKARN DIAMOND: Has Interim OK to Use Cash Collateral Until June 6
HARRINGTON & KING: Can Continue Using Cash Collateral Until May 12
HORISONS UNLIMITED: Case Summary & 20 Largest Unsecured Creditors
HOSTESS BRANDS: S&P Affirms 'B+' CCR; Outlook Remains Stable
HUMBLE SURGICAL: Continues to Struggle with Low Patient Volumes
HUNTWICKE CAPITAL: Accumulated Deficit Casts Going Concern Doubt
ILPEA PARENT: S&P Assigns 'B' CCR on Unit Redemptions
INC RESEARCH: Moody's Puts Ba2 CFR Under Review for Downgrade
INFINITI HOMES: Hires Goldstein Bershad & Fried as Attorneys
INTERNATIONAL AUTO: U.S. Trustee Unable to Appoint Committee
INVENTIV GROUP: Moody's Puts B3 CFR Under Review for Upgrade
JABEZ L INC: Taps Paul Reece Marr as Attorney
JAN PERRUCCIO: Muscolinos Buying Valhalla Property for $960K
JET SERVICES INC: U.S. Trustee Forms 4-Member Committee
JOYFULL RIDE: Wants to Use Cash Collateral Through August 2017
KEITH LEWIS: U.S. Trustee Unable to Appoint Committee
LAKE COUNTY SD 187: Moody's Cuts GOULT & GOLT Ratings to Ba2
LEGACY RESERVES: Posts $11.6 Million Net Income for First Quarter
LIQUIDNET HOLDINGS: Moody's Puts B2 CFR on Review for Upgrade
LMCHH PCP: Director Still Engages with Potential Buyers, PCO Says
LYNEIL MITCHELL: Wants Plan Exclusivity Extended by 150 Days
MARSH SUPERMARKETS: Case Summary & 30 Largest Unsecured Creditors
MECHEL PAO: Ernst & Young LLC Raises Going Concern Doubt
MESOBLAST LIMITED: Has $69.1 Million in Cash at March 31
MICHAEL DOMBROWSKI: Heflin Buying Sevierville Property for $270K
MICHAEL DOMBROWSKI: Mullinses Buying Sevierville Property for $260K
MILLENNIUM PARK: Moody's Assigns B3 Corporate Family Rating
MINI MASTER: BTA Concrete Buying Six Vehicles for $17K
MINI MASTER: DDC Buying Remolque C-6 for $3K
MINI MASTER: JP Demolition Buying Caterpillar 962G (L-12) for $12K
MINI MASTER: Marrero Velez Buying 2007 Chevrolet Silverado for $2K
MINI MASTER: Master Group Buying Three Ford Vehicles for $22K
MINI MASTER: PR Productos Buying Euclid R40C for $1K
MINI MASTER: PR Productos Buying Euclid R40C for $4K
MINI MASTER: Rivera Buying Chevrolet Malibu (2005) for $600
MINI MASTER: Rodriguez Ready Buying Kenworth Remolque C-11 for $12K
MINI MASTER: Rodriguez Ready Buying Summit Tumba Agg. A3T for $12K
NATIVE GAMES: Wants Plan Exclusivity Extended to Sept. 28
NEW BEGINNINGS: PCO Files 7th Report
NEW JERSEY MICRO-ELECTRONIC: Has Interim OK to Use Cash Collateral
NEXT COMMUNICATIONS: Hires Seltzer Mayberg as Special Counsel
NORTH ATLANTIC DRILLING: PwC LLP Raises Going Concern Doubt
NORTH CENTRAL FLORIDA: Settlement Makes Cash Collateral Use Moot
NORTHEAST ENERGY: Wants to Use Sales Proceeds for June, July
OCONEE REGIONAL: Case Summary & Top Unsecured Creditors
OLIVER C&I: Seeks June 15 Extension of Exclusive Plan Filing Period
OLYMPIA OFFICE: Selling Moses Lake Property for $1.5 Million
ORANGE PEEL: Exclusive Plan Filing Period Extended Through June 5
PANDA TEMPLE: Hires Latham & Watkins as Co-Counsel
PAROLE BESTGATE: Elizon DB Consents to Cash Use Until Sept. 30
PERFUMANIA HOLDINGS: Names Acorda's Nofi as CFO
PERFUMANIA HOLDINGS: Reports 4th Quarter Net Sales of $142M
PERSONAL SUPPORT: Hires Momentum Advisors as Financial Advisor
PHILADELPHIA HEALTH: Has Interim Approval to Use Cash Collateral
PILGRIM'S PRIDE: Moody's Rates $1.55BB Bank Facilities Ba3
PLATINUM PARTNERS: Insurers Fight Coverage of Fraud Claims
POST HOLDINGS: Moody's Rates Proposed $2BB 7-Yr. Term Loan Ba2
QUALITY UPHOLSTERY: Taps Johnson & Gubler as Legal Counsel
RALSTON-LIPPINCOTT: Can Continue Using Cash Collateral Until June 7
REDIGI INC: Ch. 7 Conversion, Trustee Appointment Sought
RL ENTERPRISES: Renews Request for Interim Cash Collateral Use
RMS TITANIC: Hires Carr Riggs & Ingram as Tax Advisors
SANDERS ELITE: U.S. Trustee Unable to Appoint Committee
SEADRILL LTD: PricewaterhouseCoopers LLP Raises Going Concern Doubt
SEARCHMETRICS INC: Proposes EUR4,325,000 of DIP Financing
SEQUA CORP: Moody's Hikes Corporate Family Rating to Caa1
SER-JOBS FOR PROGRESS: Hires Stearns Weaver as Counsel
SERVICE WELDING: Wants Plan Exclusivity Extended to Sept. 18
SQUARETWO FINANCIAL: Creditors Panel Hires Arent Fox as Attorneys
STANDFAST USA: Standfast TRAM Buying Personal Property for $600K
STEINY AND COMPANY: Deal With IRS on Cash Use Until June 2 Okayed
SUNIVA INC: Hires Garden City Group as Administrative Agent
SUNIVA INC: Hires Kilpatrick Townsend as Counsel
SUNIVA INC: Hires Mayer Brown as Special Counsel
SUNIVA INC: Hires Potter Anderson as Co-Counsel
TALLGRASS ENERGY: Add'l Notes Issue No Impact on Moody's Ratings
TANDEM DIABETES: Needs More Capital to Continue as a Going Concern
TEXAS PELLETS: Allowed to File Plan of Reorganization Until June 30
TRANSMARINE PROPULSION: TCA Global Opposes Cash Collateral Use
TRAVELERS OF AMERICA: U.S. Trustee Unable to Appoint Committee
TWO CANAL STREET: U.S. Trustee Unable to Appoint Committee
V&L TOOL LLC: Court OKs Deal on Cash Collateral Use Until June 30
VALDERRAMA A/C: Hires Anne K. Ritchie as Special Counsel
WAREHOUSE 11: Hires McKinley Onua as Counsel
WEATHERFORD INTERNATIONAL: Amends Form S-3 Prospectus with SEC
WESTAK INC: Voluntary Chapter 11 Case Summary
YBCC INC: KCCW Accountancy Corp Casts Going Concern Doubt
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168 REEF HOLDING: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of 168 Reef Holding, Inc., as of
May 9, according to a court docket.
About 168 Reef Holding, Inc.
168 Reef Road Holding, Inc., A Florida Corporation, based in
Pawtucket, RI, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-13466) on March 22, 2017. Adam D Farber, Esq., at The Law
Office of Adam D. Farber, P.A., serves as bankruptcy counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Patrick Crowe, authorized representative.
212 WEST 18: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 212 West 18 LLC
212 West 18th St.
Apt. 14 C/D
New York, NY 10011
Case No.: 17-11277
Type of Business: Real Estate
Chapter 11 Petition Date: May 10, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Martin Glenn
Debtor's Counsel: Allen G. Kadish, Esq.
DICONZA TRAURIG KADISH LLP
630 Third Avenue, 7th Floor
New York, NY 10017
Tel: (212) 682-4940
Fax: (212) 682-4942
E-mail: akadish@dtlawgroup.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Mark Manski, chief restructuring
officer.
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb17-11878.pdf
500 NORTH AVENUE: Court OK Further Cash Collateral Use Thru July 31
-------------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut entered an Eighteenth Interim Order authorizing 500
North Avenue, LLC, to use the cash collateral, including rental
proceeds, which cash collateral may be subject to the liens of
Manual Moutinho, Trustee for Mark IV Construction Co Inc. 401(k)
Savings Plan.
Judge Nevins acknowledged the necessity of the interim use of cash
collateral pending a final hearing, so as to prevent immediate and
irreparable harm to the Debtor's estate, otherwise it would be
impossible for the Debtor to sustain its operations and meet its
current necessary and integral business obligations without
authorization to use cash collateral.
Accordingly, the Debtor is authorized to use cash collateral in
accordance with the budget with a variance of 10% permitted for the
period from May 1, 2017 through July 31, 2017. The approved Budget
provides total monthly expenses of approximately $4,371 for the
month of May 2017, $4,371 for the month of June 2017, and $5,021
for the month of July 2017.
Manual Moutinho alleges a first and second priority secured claim
against certain real property owned by the Debtor and located at
1794-1796 Barnum Avenue, Bridgeport, Connecticut, including the
rents arising therefrom.
As adequate protection for its interests, Manual Moutinho is
granted replacement and/or substitute liens in post-petition cash
collateral, and such replacement liens will have the same validity,
extent, and priority that Manual Moutinho possessed as to said
liens on the Petition Date. Such liens of Manual Moutinho and any
replacement thereof, and any priority to which Manual Moutinho may
be entitled or become entitled, will be subject and subordinate to
a carve-out of such liens for amounts payable by the Debtor under
the Code.
A further hearing on the Motion has been scheduled for July 26,
2017 at 11:00 a.m.
A full-text copy of the Order, dated May 4, 2017, is available at
https://is.gd/piY03f
About 500 North Avenue
500 North Avenue, LLC, and Long Brook Station, LLC, filed Chapter
11 petitions (Bankr. D. Conn. Case Nos. 14-31094 and 14-31095) on
June 6, 2014. The petitions were signed by Joseph Regensburger,
member.
At the time of filing, 500 North Avenue estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities;
and Long Brook Station estimated $500,000 to $1 million in assets
and $1 million to $10 million in liabilities.
The cases are assigned to Judge Julie A. Manning.
The Debtors are represented by Douglas S. Skalka, Esq., at Neubert,
Pepe, and Monteith, P.C.
68 YACHT CLUB: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of 68 Yacht Club Land Trust as of
May 9, according to a court docket.
About 68 Yacht Club Land Trust
68 Yacht Club Land Trust filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-11976) on Feb. 17, 2017, disclosing
under $1 million in both assets and liabilities.
Barry S. Mittelberg, Esq., at Barry S. Mittelberg, P.A., serves as
the Debtor's bankruptcy counsel.
8760 SERVICE: To Sell Assets, Seeks Cash Access Until May 31
------------------------------------------------------------
8760 Service Group, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Missouri an amended motion seeking, among
other things, for authorization to use cash collateral through May
31, 2017, subject to renewal and modification as the Debtor
undertakes new projects.
The Debtor identifies Bankcorp South and the Hudson Insurance
Company as only parties that have an interest in the cash
collateral.
Bankcorp South holds a first priority lien in the Debtor's Accounts
Receivable, securing debts in the approximate amount of $7,000,000.
Bankcorp South also holds first priority liens in much of the
debtor's equipment, consisting of approximately $1,000,000 and in a
shop and office building in Sedalia, Missouri owned by the Debtor's
wholly owned subsidiary, Pelham Properties, LLC.
Hudson Insurance Company claims a lien in the Debtor's Accounts
Receivable, based upon a surety bond, for which the Debtor is
principal, given to secure its performance of a construction job in
Coffeyville, Kansas. The Debtor alleges that it was not paid $4.2
million it was owed for the job and was unable to pay a number of
its subcontractors, who have made claims against the bond. As of
the commencement of the case, the Debtor estimates that $173,809
was paid by Hudson Insurance Company on the bond and this claim may
increase as more claims and payments are made against the bond.
The Debtor continues to manage its property and derives
substantially all of its income from interim and final payments
made to it on construction jobs. Currently, the Debtor is owed
Accounts Receivable in the amount of $431,820. Additionally, the
Debtor currently has a balance of approximately $124,896 in its
accounts (less $12,000 in outstanding prepetition checks) all of
which is proceeds of Accounts Receivable.
If the Debtor is allowed to use cash collateral and continue its
operations, the Debtor anticipates to receive during its case, the
aggregate sum of $352,910 in Accounts Receivable, including the
accounts receivable it has received post petition, and will be
spending $355,995 on its operations through May 31, 2017.
Additionally, the Debtor expects to finish a construction project
for Ingredion America, Inc., by the week of May 12, which will
entitle the Debtor to and vest its rights to an Account Receivable
of $287,376 for the completion of that job, and which will be
payable by the week of June 16.
Although the Debtor is not seeking to use its cash collateral past
May 31, 2017, the Debtor, however, intends to make every effort to
gather sufficient funds to make that possible and to continue its
Chapter 11 case. The Debtor has prepared a Budget which provides
total cash disbursements of approximately $772,597, covering the
week ending May 5, 2017 through the week ending June 30, 2017.
The Debtor currently has two potential avenues through which it
intends to obtain funding: (a) a group of investors have offered to
purchase most of the Debtor's assets, and the Debtor expects to
file a motion seeking to approve this sale with an anticipated
closing of June 30, 2017, and (b) the Debtor is actively seeking
new contracts to continue its business so that it can undertake new
projects which will generate new and additional expenses and
Accounts Receivable.
The Debtor hopes to obtain sufficient new contracts to continue its
operations until a sale is consummated. In conjunction with the
undertaking of any such projects, the Debtor intends to consult
with Bankcorp South and seek permission of the Court to modify its
cash collateral order to permit the debtor to undertake these new
projects.
The Debtor tells the Court that the existence of the Accounts
Receivable are contingent upon its continued operations and
completion of its work. Accordingly, the best adequate protection
which the Debtor can provide, with regard its cash collateral, is
to permit the Debtor to complete its projects, continue its
business operations and generate sufficient income to meet its
operating expenses, so as to preserve Bankcorp South's position in
the cash collateral. Otherwise, if the Debtor ceases operations,
the cash collateral will no longer exist.
A full-text copy of the Debtor's Amended Motion, dated May 4, 2017,
is available at https://is.gd/6H8pJb
A copy of the Debtor's Budget is available at https://is.gd/odjZZJ
About 8760 Service Group
Founded in 2010, 8760 Service Group -- https://www.8760sg.com/ --
provides maintenance, outage, and emergency repair services for the
power, manufacturing and bio-fuel industries.
Pelham Property, LLC and its affiliate 8760 Service Group, LLC
d/b/a 8760 Energy Services, LLC, filed Chapter 11 petitions (Bankr.
W.D. Mo. Case Nos. 17-20453 and 17-20454, respectively) on May 1,
2017. The petitions were signed by Stacey "Buck" Barnes,
president. The cases are assigned to Judge Dennis R. Dow.
At the time of filing, debtor Pelham Property estimated less than
$50,000 in assets and $1 million to $10 million in liabilities,
while debtor 8760 Service Group estimated $1 million to $10 million
in assets and $10 million to $50 million in liabilities.
The Debtor is represented by Victor F. Weber, Esq. at Merrick,
Baker & Strauss, P.C.
ADELPHIA COMMUNICATIONS: NextEra Sues Greenberg for Malpractice
---------------------------------------------------------------
Abraham Moussako, writing for Bankruptcy Law360, reports that
NextEra Energy Inc. filed a lawsuit against Greenberg Traurig LLP
in New York state court for allegedly failing to assert a common
legal defense to a $149 million fraudulent transfer claim in the
Adelphia Communications Corp. bankruptcy proceeding.
NextEra Energy, according to Law360, accused Greenberg Traurig of
committing legal malpractice by not invoking Section 546(e) of the
U.S. Bankruptcy Code, a safe harbor provision, as a defense when
the Adelphia Recovery Trust, formed in the reorganization of
Adelphia Communications, sued.
About Adelphia Recovery Trust
The Adelphia Recovery Trust is a Delaware Statutory Trust formed
pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
Certain Affiliated Debtors, which became effective February 13,
2007. The Trust holds certain litigation claims transferred
pursuant to the Plan against various third parties and exists to
prosecute the causes of action transferred to it for the benefit of
holders of Trust interests.
About Adelphia Communications
Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company. Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.
Adelphia collapsed in 2002 after disclosing that founder John Rigas
and his family owed $2.3 billion in off-balance-sheet debt on bank
loans taken jointly with the company. Mr. Rigas was sentenced to
12 years in prison, while son Timothy 15 years.
Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002. Willkie Farr & Gallagher represented the Debtors
in their restructuring effort. PricewaterhouseCoopers served as
the Debtors' financial advisor. Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.
Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family. In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC. The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006. Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.
The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007. The Plan became effective on
Feb. 13, 2007.
The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed
pursuant to the Plan. The Trust holds certain litigation claims
transferred pursuant to the Plan against various third parties and
exists to prosecute the causes of action transferred to it for the
benefit of holders of Trust interests. Lawyers at Kasowitz,
Benson, Torres & Friedman, LLP (NYC), represent the Adelphia
Recovery Trust.
ALAMOS GOLD: S&P Affirms Then Withdraws 'B+' CCR
------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' long-term corporate
credit rating on Alamos Gold Inc. The outlook is stable.
Subsequently, S&P withdrew its corporate credit rating on the
company at the issuer's request.
ALL RESORT GROUP: Wants to Incur $1.5-Mil Loan, Use Cash Collateral
-------------------------------------------------------------------
All Resort Group, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Utah to use cash collateral in
the ordinary course of business and to obtain postpetition
financing from Access Business Finance L.L.C.
The Debtor is obligated to Access Business Finance under three
Factoring and Security Agreement. The Debtor stipulates that as of
the Petition Date, Access Business Finance has a claim in the total
amount of $747,765.
Under the terms of the Prepetition Factoring Agreements, the Debtor
has, among other things, granted Access Business Finance a
continuing first priority security interest in all of the Debtor's
now owned and hereafter acquired accounts, chattel paper,
inventory, equipment, instruments, investment property, documents,
letter of credit rights, commercial tort claims, and general
intangibles.
The Debtor claims that it has encountered two cash emergencies
since the Petition Date: (a) the need for $9,000 to pay an AVI fee
that allows for the Debtor's vehicles to enter the airport; and (b)
the need for $84,000 to pay an overdue insurance premium. The
Debtor represents that these payments could not be delayed and are
critical to its continued operation.
Accordingly, the Debtor seeks to continue to obtain factoring
financing from Access Business Finance pursuant to the terms of and
conditions of the prepetition Factoring Agreements. The Debtor
asserts that the use of collateral and entry into the DIP Factoring
Agreement will be its first step in an overall restructuring for it
will allow Access Business Finance to provide working capital to
the Debtor while the parties work to file and confirm a plan of
reorganization, and ultimately the Debtor's orderly exit from
bankruptcy.
The material terms of the DIP Factoring Agreement, are as follows:
A. Facility and Disbursements: Up to $1,500,000; Advance rate of
85% of the Purchased Accounts, which will be determined at the sole
discretion of the Lender.
B. Interest: Initial Fee of 57% of the Face Amount of the
Purchased Accounts; and an Advance Fee of 85% of Purchased
Accounts. There will also be Service Charge Percentage of 0.05% per
day.
C. Term: The earlier of one year, the or the conversion of the
case to Chapter 7, or the effective date of a confirmed plan of
reorganization.
D. Adequate Protection: The Debtor and Access Business Finance
have agreed that the prepetition amounts owing to Access Business
Finance are affirmed, and the existing security interests are
valid, non-avoidable interests of Access Business Finance in the
Debtor's assets. The Debtor will grant Access Business Finance a
replacement lien in all collateral secured by the prepetition
Factoring Agreements and security agreements.
Access Business Finance has agreed to the Debtor's use of cash
collateral provided that the Debtor agrees to the following
conditions:
(a) The Debtor stipulates that Access Business Finance's
prepetition liens continue postpetition with the same force and
effect and with the first-priority status;
(b) The Debtor has or will obtain one bank account, which will
be designated as a DIP Account and the Debtor will provide
statements for the DIP Account to Access Business Finance on a
monthly basis, and weekly reports detailing the use of cash in a
form required by Access Business Finance;
(c) The Debtor may have other bank accounts that are used for
collection of accounts receivable, and the Debtor will provide
statements for the Other Accounts to Access Business Finance on a
monthly basis, and weekly reports detailing the use of cash in a
form required by Access Business Finance; and
(d) Any Reserves held by Access Business Finance under the DIP
Agreements will continue to be applied by Access Business Finance
in accordance with the DIP Agreements and will not be required to
be turned over to the Debtor or the Estate under any circumstances.
A full-text copy of the Debtor's Motion, dated May 4, 2017, is
available at https://is.gd/pLT2nl
About All Resort Group, Inc.
All Resort Group, Inc. -- http://www.allresort.com/-- is the
parent/holding company of seven operating company's within the
travel/transportation segment of the tourism industry. Its
transportation divisions -- All Resort Express, All Resort
Limousine, Premier Transportation, Park City Transportation,
Xpress4Less, SuperShuttle and Lewis Stages divisions -- provide
premium airport shuttle, door-to-door limousine, motor coach and
taxi services. The Debtor's fleets include all-wheel-drive luxury
SUVs, Cadillac and Lincoln sedans, 120-inch Krystal stretch
vehicles and Krystal Mini-Coaches.
All Resort Group filed a Chapter 11 petition (Bankr. D. Utah Case
No. 17-23687) on April 28, 2017. J.L. Killingsworth, president,
signed the petition. At the time of the filing, the Debtor
estimated its assets and debt at $10 million to $50 million.
The case is assigned to Judge R. Kimball Mosier.
The Debtor is represented by Anna W. Drake, Esq. at Anna W. Drake,
P.C.
No trustee or examiner and no official committees have been
appointed in the case.
ALLIED ELECTRICAL: Hires McGuire Craddock as Attorneys
------------------------------------------------------
Allied Electrical Group of Texas, Inc. seeks authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
McGuire, Craddock & Strother, P.C. as attorneys, effective April
20, 2017 petition date.
The Debtor requires McGuire Craddock to:
-- appear in Court and protect the interests of the Debtor;
-- prepare the Debtor's schedules;
-- negotiate with the Debtor's creditors and parties in
interest;
-- formulate a plan of reorganization;
-- draft and respond to pleadings; and
-- perform other legal services as may be necessary and
appropriate in the Debtor's case.
McGuire Craddock will be paid at these hourly rates:
James G. Rea $320
Partners $375-$550
Associates $210-$325
McGuire Craddock will also be reimbursed for reasonable
out-of-pocket expenses incurred.
McGuire Craddock agreed to undertake representation of the Debtor
upon receipt of a retainer totaling $3,000; including the $1,717
filing fee for the Chapter 11 case, and a partial retainer of
$1,283. Prior to filing the case, McGuire Craddock applied the
$1,283 for prepetition work preparing the case for filing which
leave a retainer balance on hand of $0 as of the petition date.
James G. Rea, associate of McGuire Craddock, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
McGuire Craddock can be reached at:
J. Mark Chevallier, Esq.
James G. Rea, Esq.
MCGUIRE CRADDOCK STROTHER PC
2501 North Harwood, Suite 1800
Dallas, TX 75201
Tel: (214) 954-6800
Fax: (214) 954-6850
E-mail: MChevallier@mcslaw.com
JRea@mcslaw.com
About Allied Electrical Group of Texas
Allied Electrical Group of Texas, Inc. provides electrical
construction and service throughout the Dallas/Fort Worth
Metroplex.
Allied Electrical Group of Texas, Inc. filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 17-31585) on April 20, 2017.
The Debtor is represented by J. Mark Chevallier, Esq. and James G.
Rea, Esq., at McGuire Craddock Strother PC. The Petition was signed
by Christine E. Delgado, president and director. At the time of
filing, the Debtor had estimated assets and liabilities ranging
from $100,000 to $500,000.
ALUMINUM DESIGN: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Aluminum Design Products, LLP,
as of May 9, according to a court docket.
About Aluminum Design Products, LLP
Aluminum Design Products, LLP, filed a Chapter 11 bankruptcy
petition (Bankr. S.D.FL. Case No. 17-13252) on March 17, 2017. The
Hon. Paul G. Hyman, Jr., oversees the case. Lewis & Thomas LLP
represents the Debtor as counsel.
The Debtor disclosed total assets of $175,202 and total liabilities
of $2.18 million. The petition was signed by William S. Toler,
manager.
AMERICAN DREAM: Taps Danowitz Legal as Bankruptcy Counsel
---------------------------------------------------------
The American Dream Today, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Danowitz Legal, P.C. as bankruptcy counsel.
The Debtor requires Danowitz Legal to:
(a) prepare or amend schedules;
(b) represent in contested matters and adversary proceedings;
(c) prepare a plan of reorganization and disclosure statement;
and
(d) advise in other matters which may arise during the
administration of
this case.
Danowitz Legal will be paid at these hourly rates:
Edward F. Danowitz $350
Associate $275
Paralegal $110
Danowitz Legal will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Danowitz Legal agreed to accept a pre-petition retainer in the
amount of $10,000 and will later apply to this court for
compensation for services rendered and fees incurred, which
compensation is to come from the retainer and from income or
proceeds of the Chapter 11 estate pursuant to the controlling
provisions of law.
Edward F. Danowitz assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estate.
Danowitz Legal can be reached at:
Edward F. Danowitz, Esq.
DANOWITZ LEGAL, P.C.
300 Galleria Parkway NW, Suite 960
Atlanta, GA 30339
Tel: (770) 933-0960
E-mail: Edanowitz@DanowitzLegal.com
The American Dream Today, Inc. filed a chapter 11 petition (Bankr.
N.D. Ga. Case No. 17-bk-57810) on May 1, 2017.
AP XPRESS BUS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of AP Xpress Bus Company, Inc., as
of May 9, according to a court docket.
About AP Xpress Bus Company, Inc.
AP Xpress Bus Company, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Md. Case No. 17-14756) on April 5,
2017. The petition was signed by Arthur Peterson, owner.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $500,000.
Richard L. Gilman, Esq., who has an office in Landover, Maryland,
serves as the Debtor's legal counsel.
The Debtor hired Gilman & Edwards, LLC, as counsel, and Carla M.
Dupree, CPA, as accountant.
API HEAT: Moody's Lowers CFR to Caa2 on Weak Liquidity Profile
--------------------------------------------------------------
Moody's Investors Service downgraded API Heat Transfer ThermaSys
Corporation's ratings, including the company's Corporate Family
Rating (to Caa2 from Caa1) and Probability of Default Rating (to
Caa2-PD from Caa1-PD), and the ratings for its first lien senior
secured credit facilities (to B3 from B2), consisting of a $265
million ($240 million outstanding) term loan due 2019 and a $35
million revolver expiring in 2018. The ratings outlook is
negative.
The rating actions reflect a weak and eroding liquidity profile
given upcoming debt maturities and limited free cash flow
generation, as expected over the forward period. At present,
revolver availability remains constrained at only $7 million given
that the net leverage springing covenant continues to exceed the
maximum permitted level. Operating results remain weak with
significant revenue and bookings declines given persistently
challenging end market conditions (notwithstanding some signs of
stabilization) and a heightened competitive environment. Credit
metrics have weakened further over the course of the last year.
Financial leverage, as measured by Moody's-adjusted debt to EBITDA,
has increased to approximately 11x at March 31, 2017, from mid 9x
one year ago, and adjusted EBITA to interest is just 0.8x. Moody's
believes that the difficult operating environment will continue to
pressure API's revenue, earnings and liquidity over the next 12
months. The rating agency recognizes, however, that recent
increases in backlog and improving traction in certain end markets
(including process/industrial, hydraulic power and engine cooling),
supplemented by ongoing strategic growth and cost saving
initiatives, should somewhat mitigate the negative impact.
The negative ratings outlook reflects the upcoming maturity of the
company's $35 million revolving credit facility (which expires in
May 2018) and the increased refinancing risk associated with the
company's weakening liquidity profile and over-leveraged capital
structure.
The following rating actions have been taken:
Corporate Family Rating, downgraded to Caa2 from Caa1;
Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD;
$265 million ($240 million outstanding) first lien senior secured
term loan due 2019, downgraded to B3 (LGD2) from B2 (LGD2);
$35 million first lien senior secured revolving credit facility
expiring in 2018, downgraded to B3 (LGD2) from B2 (LGD2);
Rating outlook, changed to negative from stable.
RATINGS RATIONALE
The Caa2 Corporate Family Rating broadly reflects API's very high
debt leverage, the cyclicality of its end markets and the
associated volatility of revenue and earnings, and a weak liquidity
position. The rating also reflects the company's small size
relative to other rated manufacturer peers, risks related to
ongoing integration and business restructuring initiatives, and
long-term risks associated with potential shareholder friendly
actions given API's ownership by private equity sponsors. API's
rating is supported by its broad product portfolio of heat
exchanger offerings, global geographic footprint and production
capabilities, and the diversity of its served end markets.
Additionally, the company benefits from its solid market position
in the highly fragmented global heat exchanger market, and barriers
to entry such as product capabilities, long-standing customer
relationships and required capital investments.
The ratings outlook could be stabilized if the company addresses
its upcoming debt maturities and strengthens its liquidity profile.
Over a longer time horizon, the ratings could be upgraded if the
company's end markets experience recovering trends and this results
in improved earnings and free cash flow generation at levels
sufficient to allow Moody's-adjusted leverage to decline below 8.0x
and EBITA to interest coverage to improve above 1.0x, both on a
sustainable basis.
The ratings could be downgraded if the company fails to extend its
debt maturities and improve its liquidity, or if operating
performance continues to deteriorate.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
API Heat Transfer ThermaSys Corporation, headquartered in Buffalo,
New York, is a designer and manufacturer of industrial heat
exchangers. The company was formed following the combination of two
legacy entities: API Group Holdings, LLC and ThermaSys Group
Holding in April 2012. API offers a broad range of heat transfer
products through its business segments of Compressor & Dryer,
Engine Cooling, Hydraulic Fluid Power, Process & Industrial,
Sanitary Systems, and Thermasys Tubing. The company is majority
owned by private equity sponsor Wellspring Capital Partners. In the
last twelve months ended March 31, 2017, API generated
approximately $292 million in revenues.
APTEAN INC: S&P Affirms 'B' Rating on 1st-Lien Credit Facility
--------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' issue rating, with a
recovery rating of '3', on Alpharetta, Ga.-based enterprise
software provider Aptean Inc.'s first-lien credit facility
following the company's announcement that it would increase its
first-lien term loan by $50 million. The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%; rounded
estimate: 65%) recovery of principal in the event of a default.
S&P also affirmed the 'CCC+' issue-level rating, with a recovery of
6, on the company's second-lien term loan. The '6' recovery rating
indicates S&P's expectation for negligible (0% to 10%; rounded
estimate: 5%) recovery of principal in the event of a default.
Aptean will use the proceeds from the transaction to fund multiple
acquisitions in the second quarter of 2017 as well as pay about $8
million outstanding on its $70 million revolving credit facility.
S&P expects the company to have adequate balance sheet cash as well
as full availability on the revolving credit facility following the
close of these acquisitions.
The ratings reflect S&P's view of Aptean's financial risk profile,
with adjusted leverage in the 7x area, pro forma for the Stardyne
and GQ acquisitions in late 2016, IRMS acquisition in the first
quarter of 2017, multiple acquisitions that are expected to close
in the second quarter of 2017, and some deferred revenue addbacks.
The ratings also reflect the company's ability to generate
synergies from these acquisitions over the next 12 to 18 months,
resulting in EBITDA margin expansion to the high-30% area (from
current adjusted EBITDA margins in the mid-30% area), thereby
resulting in leverage of around low-6x by year-end 2018. S&P
expects the company to generate positive free cash flow in excess
of $40 million over the next 12 months, with free cash flow to debt
in the 6% area. Acquiring and integrating tuck-in acquisitions are
part of the company's stated business strategy and S&P expects
Aptean to continue to use its free cash flow for acquisitions.
RATINGS LIST
Aptean Inc.
Corporate Credit Rating B/Stable/--
Ratings Affirmed; Recovery Ratings Unchanged
Aptean Inc.
Senior Secured First Lien B
Recovery Rating 3 (65%)
Senior Secured Second Lien CCC+
Recovery Rating 6 (5%)
AQUA LIFE: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Aqua Life Corp.
dba Pinch-A-Penny043
dba Pinch-A-Penny #43
11035 Bird Road
Miami, FL 33165
Case No.: 17-15918
About the Debtor: The Debtor is a small business debtor as
defined in 11 U.S.C. Section 101(51D).
Chapter 11 Petition Date: May 10, 2017
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Robert A Mark
Debtor's Counsel: Jacqueline Calderin, Esq.
EHRENSTEIN CHARBONNEAU CALDERIN
501 Brickell Key Drive #300
Miami, FL 33131
Tel: 305.722.2002
Fax: 305.722.2001
E-mail: jc@ecclegal.com
- and -
Tamara Van Heel, Esq.
EHRENSTEIN CHARBONNEAU CALDERIN
501 Brickell Key # 300
Miami, FL 33131
Tel: 305-722-2002
E-mail: tvh@ecclegal.com
Estimated Assets: $1.07 million as of May 10, 2017
Estimated Liabilities: $2.49 million as of May 10, 2017
The petition was signed by Raymond E. Ibarra, vice president.
A copy of the Debtor's list of 15 unsecured creditors is available
for free at http://bankrupt.com/misc/flsb17-15819.pdf
AQUION ENERGY: Federal Machinery Buying Surplus Assets for $400K
----------------------------------------------------------------
Aquion Energy, Inc., asks the US Bankruptcy Court for the District
of Delaware to authorize the private sale of machinery and
equipment ("Surplus Assets") to Federal Machinery & Equipment Co.
doing business as Federal Equipment Co., for $400,889.
The Debtor manufactures saltwater batteries with a proprietary,
environmentally-friendly electrochemical design. Based in
Pittsburgh, the Debtor was founded in 2008 and had its first
commercial product launch in 2014. The Debtor's products include
battery stacks, modules and monitoring systems. More than 55
global dealers and distributors sell its products directly to end
users and other customers that incorporate the batteries into third
party systems and equipment such as inverters, controls, solar/wind
generators, gensets, racking, and enclosures.
The Debtor filed its case to undertake a robust, yet expedited,
sale of substantially all of its assets. Prior to the Petition
Date, the Debtor engaged Citi Global Markets, Inc. as investment
bankers to undertake a marketing process for the Debtor, its assets
or to obtain a capital raise. During the pendency of Citi's
engagement, the Debtor attracted several interested parties, but
Citi was unsuccessful in attracting a buyer or obtaining a capital
raise.
Shortly after filing its chapter 11 case, the Debtor reached out to
22 parties Citi had contacted during the earlier marketing process
and to other parties known to the Debtor who may have an interest
in acquiring its business. After the Petition Date, additional
parties also began contacting the Debtor expressing interest in
acquiring all or substantially all of its assets. The Debtor
anticipates that it will execute an agreement for the purchase of
substantially all of its business assets in the near future.
In parallel with is efforts to sell substantially all of its core
business assets, the Debtor has also continued its efforts to
separately sell non-core, obsolete equipment not currently used to
manufacture its products, which equipment includes the Surplus
Assets. As with its larger sale efforts, these non-core sales
continue efforts that began prior to the filing of the chapter 11
case.
Prior to the Petition Date, the Debtor occasionally made available
for sale assets it deemed surplus to operations or obsolete. It
had marketed for sale certain of the Surplus Assets for up to four
years without consummating any transactions.
Beginning on the Petition Date and continuing through the date of
the Motion, independent third parties have contacted the Debtor's
representatives expressing interest in purchasing fixed assets of
the Debtor. On May 1, 2017, after engaging in a number of
individual communications with interested buyers for the Surplus
Assets, the Debtor sent an email to 15 parties and subsequently to
three additional parties advising them of the availability of
certain surplus assets, including the Surplus Assets which are the
subject of the Sale. The email provided a link to an electronic
data room that contained pictures and other pertinent information
about the equipment, a draft Bill of Sale, and indicated a bid
deadline of May 5, 2017.
The Debtor hosted three parties for site visits and received bids
from five parties for all or substantially all of the listed assets
and one bid for specific items. The Debtor determined that the
Buyer had submitted the highest and best bid for the Surplus Assets
at $400,889 on an "as-is, where-is" basis, with no representations
or warranties of any kind, and free and clear of all liens, claims,
encumbrances, and other interests.
On May 9, 2017, after engaging in arm's-length negotiations with
the Buyer, the Debtor entered into the Purchase Agreement pursuant
to which the Debtor agreed to sell to the Buyer the Surplus Assets
specifically listed on the exhibits to the Purchase Agreement.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Aquion_Energy_151_Sales.pdf
The Debtor believes that the Surplus Assets are non-core and not
integral to (or included as part of) the sale process it is
undertaking for the core business assets of the company. It has
not used many of the Surplus Assets for months and/or years, has
previously offered many of the assets for sale, and retains many of
the assets in a scrap area designated as the "boneyard" signifying
the total obsolescence of the items. Considering the specialized
nature of the Surplus Assets and the extensive marketing, the
Debtor believes that the consideration to be received under the
Purchase Agreement is fair value for the Surplus Assets.
In connection with the Purchase Agreement, the Buyer has submitted
a deposit of $40,889. As of the date of the Motion, the only liens
on the Surplus Assets of which it is aware are the liens of Trinity
Capital Fund II, L.P., its prepetition secured lender.
The Debtor submits that sound business reasons support its decision
to enter into the Purchase Agreement:
* First, in light of the extensive marketing efforts, the Debtor
respectfully submits that it is reasonably likely that no bidder
will submit a bid approaching, let alone exceeding, the amount
offered by the Buyer in the Purchase Agreement.
* Second, the transaction will help the Debtor to fund an
orderly wind-down of its business though the chapter 11 case
without incurring additional operating expenses at a time when it
has no operating business. The sale and removal of unused,
non-core equipment will allow it to expedite the exit from its
manufacturing facilities upon the closing of a sale of its
business, thereby reducing or eliminating any continuing rent as a
cost of wind-down. Third, the sale of its obsolete or unused
machinery and equipment will provide funding for its case and
provide additional time for it to continue to market the remainder
of its assets. Accordingly, the Debtor asks the Court to approve
the relief sought.
The Debtor asks that the Court waive the notice requirements under
Bankruptcy Rule 6004(a) and the 14-day stay imposed by Bankruptcy
Rule 6004(h), so that the Debtor may perform its obligations timely
under the Purchase Agreement.
The Purchaser can be reached at:
FEDERAL MACHINERY & EQUIPMENT CO.
Attn: David Winger
Facsimile: (216) 271-5210
E-mail: david@fedequip.com
The Purchaser is represented by:
FEDERAL MACHINERY & EQUIPMENT CO.
Attn: Matt Hicks, Esq.
General Counsel
Facsimile: (216) 271-5210
E-mail: matt.hicks@fedequip.com
About Aquion Energy Inc.
Aquion Energy was a Pittsburgh, Pa.-based company that
manufactured
sodium ion batteries and electricity storage systems.
Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No.
17-10500) on March 8, 2017. Suzanne B. Roski, the CRO, signed the
petition.
The Debtor estimated $10 million to $50 million in assets and
liabilities.
Judge Kevin J. Carey presides over the case.
The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl
& Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as
chief restructuring officer. The Debtor also engaged Kurtzman
Carson Consultants, LLC, as claims and noticing agent.
The official committee of unsecured creditors formed in the case
has retained Lowenstein Sandler LLP as counsel, and Klehr Harrison
Harvey Branzburg LLP as Delaware co-counsel.
AUTO INC: Hires Eric A. Liepins as Counsel
------------------------------------------
Auto Inc., seeks authorization from the U.S. Bankruptcy Court for
the Western District of Texas to employ Eric A. Liepins, PC as
counsel.
On April 27, 2017 Debtor filed its Voluntary Petition for relief
under Chapter 11 of the United States Bankruptcy Code and has
continued in possession of its property and operation of its
business as a Debtor-in-Possession pursuant to sec. 1107 and 1108
of the Bankruptcy Code.
In order to propose a Plan of Reorganization and effectively move
forward in its bankruptcy proceeding, the Debtor desires to hire
Eric A. Liepins and the Firm as counsel on behalf of the Debtor in
this matter.
The Firm will be paid at these hourly rates:
Eric A. Liepins $275
Paralegals and Legal Assistants $30-$50
The Firm has been paid a retainer of $20,000 plus the filing fee.
The Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric A. Liepins, Esq., sole shareholder with the law firm of Eric
A. Liepins, 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.
The Firm can be reached at:
Eric A. Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
About Auto Inc.
Auto Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex.
Case No. 17-50969) on April 27, 2017. The Hon. Lena M. James
presides over the case. Eric Liepins, PC represents the Debtor as
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 Michael Stine, president.
AVANTOR INC: S&P Affirms 'B' CCR & Revises Outlook to Developing
----------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Center Valley, Pa.-based AvantorInc. The issue-level and
recovery ratings on the company's debt are unchanged. S&P also
revised the rating outlook to developing from stable.
The outlook revision follows the recent announcement that Avantor
entered into a definitive agreement to acquire VWR
(BB-/CreditWatch Negative/--). Avantor has secured committed
financing for the transaction, which includes a $5 billion secured
term loan, $500 million secured revolver, and a $2.25 billion
unsecured bridge facility. S&P considers the company's final
capital structure unknown at this time, since it do not know what
type of capital will be used in place of the bridge facility or
terms for any equity-like capital. The combination is subject to
regulatory and VWR shareholder approval. The company currently
expects that the acquisition will close during the third quarter of
2017.
The developing outlook reflects the potential for a positive rating
action if credit measures pro forma for the transaction are
maintained or improved from current levels, along with improvement
in the company's business risk profile assessment. It also
reflects the potential for a ratings affirmation or negative rating
action if weighted-average credit measures are expected to be
maintained or materially weaken from current levels. S&P believes
the acquisition of VWR could improve Avantor's business risk
profile, but the potential effect on the corporate credit rating
will depend on pro forma credit measures that are unknown at this
time. On a stand-alone basis, S&P expects Avantor to generate
improved EBITDA and free cash flow, and maintain credit measures
appropriate for the current rating, including pro forma
weighted-average debt to EBITDA below 7x.
The developing outlook reflects our view that the ratings could be
raised, lowered, or affirmed as a result of the acquisition of VWR
and potential changes to the company's capital structure, credit
measures, and business risk profile. S&P expects the transaction
to close by the fourth quarter of 2017.
"We could lower the ratings within the next 12 months if the
company increases leverage materially to finance its acquisition of
VWR. This could occur if leverage increases such that
weighted-average debt to EBITDA exceeds 8x on a sustained basis. We
could also lower the ratings if the company faces integration
issues related to NuSil or VWR, resulting in unexpected additional
costs, depressing EBITDA and free cash flow for a prolonged period.
We could also consider a downgrade if liquidity diminishes and
covenant compliance becomes a risk, or if financial policies are
not supportive of improving credit measures following the close of
the transaction, and the company prioritizes additional dividend
recaps or large acquisitions as opposed to debt reduction," S&P
said.
S&P could raise the ratings within the next 12 months if the
company acquires VWR while maintaining weighted-average debt to
EBITDA below 7x, while generating meaningful free cash flows. S&P
believes that the combined entity could have a stronger business
risk profile than Avantor as a stand-alone company. To consider an
upgrade, S&P would also expect the company to maintain adequate
liquidity and need to gain comfort that the company would maintain
supportive financial policies, including a prudent approach to
funding growth initiatives and shareholder rewards.
AZURE MIDSTREAM: Files Supplement to 3rd Amended Liquidation Plan
-----------------------------------------------------------------
BankruptcyData.com reported that Azure Midstream Partners, on May
9, 2017, filed with the U.S. Bankruptcy Court a Supplement to the
Company's Third Amended Joint Plan of Liquidation. The Supplement
contains the following documents: Exhibit A: amended organizational
documents; Exhibit B: schedule of contracts to be assumed and
assigned to Azure Midstream Energy; Exhibit C: schedule of
contracts to be assumed for wind-down process; Exhibit D: retained
causes of action; Exhibit E: directors and officers of
post-effective date Debtors/Plan administrator and Exhibit F:
transition services agreement. The Court previously scheduled a May
19, 2017 hearing to consider the Plan.
About Azure Midstream Partners
Azure Midstream Partners, LP, is a publicly traded Delaware master
limited partnership that was formed by NuDevco Partners, LLC, and
its affiliates to develop, own, operate and acquire midstream
energy assets.
Azure Midstream and 11 of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-30461) on Jan. 30, 2017. The petitions were signed by I.J.
Berthelot, II, president. The cases are assigned to Judge David R
Jones.
Azure disclosed $375.5 million in assets and $179.4 million in
liabilities as of as of Sept. 30, 2016.
Vinson & Elkins LLP is serving as corporate counsel to the Debtors;
Evercore Group LLC is serving as financial advisor; Alvarez &
Marsal North America LLC is serving as restructuring advisor; and
Kurtzman Carson Consultants LLC is serving as claims, noticing &
balloting agent.
AZURE MIDSTREAM: US Trustee Appoints 3-Member Equity Committee
--------------------------------------------------------------
Judy A. Robins, the United States Trustee for Region 7, on May 4,
2017, appointed three eligible equity security holders to the
Committee of Equity Security Holders in the bankruptcy cases of
Azure Midstream Partners, LP, et al. They are:
1. Wampanoag Capital LLC
Attn: Rich Tosi
233 Seapine Road
North Chatham, MA 02650
Tel. 508-348-1482
E-Mail: rtosi@wampanoagcapital.com
2. Andre Semmler
579 West 215 Street, # 9F
New York, NY 10034
Tel. 917-705-3442
E-Mail: asemmler@gmail.com
3. Avram Drori
1115 Broadway, Suite 1030
New York, NY 10010
Tel. 917-734-9683
E-Mail: avram.drori@gmail.com
The committee appointment came upon the request of Wampanoag
Capital.
BankruptcyData.com reported that in its emergency motion, Wampanoag
Capital argued, "It is critical that an Equity Committee be
appointed before the disclosure statement is approved which denies
us a vote and then any remaining rights in this case if the plan is
confirmed. This is a business that continues to generate cash even
after paying these typical operating liabilities, as it has done
historically, based on the latest operating report. The Debtors are
rejecting only nominal contracts and have resolved their gas
gathering agreement matter with BP America Production Company.
There are $0 in cure costs for assumed contracts. The Liquidation
Analysis is severely flawed because its assumptions are now
obsolete, it appears to overstate claims and undervalue assets, and
it does not address the phantom Cancellation of Debt Income (CODI)
which Unitholders will face if their value is not safeguarded. They
have not explained why the Severance Motion goes above and beyond
the Debtors' contractual obligations to pay unidentified employees
inflated severance payments, some of which may be over the
statutory $12,850 cap. The Debtors have been unable or unwilling to
provide a bridge between the current cash balance and auction
proceeds and the projected cash balance on the liquidation
date....Our biggest worry is that the over $10mm discrepancy is
just going to go to paying the professional fees."
Counsel for Wampanoag Capital LLC is:
Howard S. Steel, Esq.
Brown Rudnick LLP
Seven Times Square
New York, NY 10036
Tel. 212-209-2917
Fax. 212-209-4801
Email: hsteel@brownrudnick.com
The U.S. Trustee is represented by:
Hector Duran, trial attorney
515 Rusk, Suite 3516
Houston, Texas 77002
Tel: (713) 718-4650 x 241
Fax: (713) 718-4670
E-Mail: hector.duran.jr@usdoj.gov
About Azure Midstream Partners
Azure Midstream Partners, LP, is a publicly traded Delaware master
limited partnership that was formed by NuDevco Partners, LLC, and
its affiliates to develop, own, operate and acquire midstream
energy assets.
Azure Midstream and 11 of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-30461) on Jan. 30, 2017. The petitions were signed by I.J.
Berthelot, II, president. The cases are assigned to Judge David R
Jones.
Azure disclosed $375.5 million in assets and $179.4 million in
liabilities as of as of Sept. 30, 2016.
Vinson & Elkins LLP is serving as corporate counsel to the Debtors;
Evercore Group LLC is serving as financial advisor; Alvarez &
Marsal North America LLC is serving as restructuring advisor; and
Kurtzman Carson Consultants LLC is serving as claims, noticing &
balloting agent.
BALLANTRAE LLC: Hires Famiglio Associates as Accountant
-------------------------------------------------------
Ballantrae, LLC seeks authorization from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Famiglio Associates
CPA as accountant.
The Debtor requires the Accountant to provide tax advice, assist in
the preparation of the 2015 and 2016 tax returns, prepare profit
and loss statement and financial reports, and analyze business
losses caused by former employee
The Debtor will compensate the Accountant at $500 per month.
George V. Famiglio, CPA, Famiglio Associates CPA, 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.
Accountant may be reached at:
George V. Famiglio, CPA
Famiglio Associates CPA
1634 Main Street
Sarasota, FL 34236
Phone: (800) 433-4272
About Ballantrae, LLC
Ballantrae, LLC, has a fee simple interest in a property located at
5397 Roebuck Road, Jupiter, Florida. It operates a pre-school/day
care facility doing business as Oceanside Academy School at the
property.
Ballantrae, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-13427) on March 22, 2017. The petition was signed by
Corinne Gates, Manager Member. At the time of filing, the Debtor
had $2.03 million in total assets and $3.42 million in total
liabilities.
The Debtor tapped Brian K. McMahon, Esq. at Brian K. McMahon, as
counsel.
BAY HARBOUR HOMES: Hires Leon A. Williamson as Attorney
-------------------------------------------------------
Bay Harbour Homes, LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ the Law Office
of Leon A. Williamson, Jr., P. A., as counsel to the Debtor.
Bay Harbour Homes requires Leon A. Williamson to:
a. take all action necessary to protect and preserve the
estate of the Debtor including the prosecution of actions
on its behalf, and objecting to claims filed against the
Estate, if appropriate;
b. prepare, on behalf of the Debtor, applications, answers,
orders, reports and papers, required in connection with the
administration of the Estate;
c. counsel the Debtor with regard to its rights and
obligations as Debtor in Possession;
d. prepare and file schedules of assets and liability;
e. prepare and file a Plan of Reorganization and Disclosure
Statement; and
f. perform all other necessary legal services in connection
with the Chapter 11 case.
Leon A. Williamson will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Leon A. Williamson, Jr., member of the Law Office of Leon A.
Williamson, Jr., 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.
Leon A. Williamson can be reached at:
Leon A. Williamson, Jr., Esq.
LAW OFFICE OF LEON A. WILLIAMSON, JR. P. A.
306 South Plant Ave., Suite B
Tampa, FL 33606
Tel: (813) 253-3109
Fax: (813) 253-3215
E-mail: Leon@LwilliamsonLaw.com
About Bay Harbour Homes, LLC
Bay Harbour Homes, LLC, filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 17-03805) on May 1, 2017.
BCBG MAX: Wants Exclusive Plan Filing Period Extended to Oct. 11
----------------------------------------------------------------
BCBG Max Azria Global Holdings, LLC, et al., ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the Debtors' exclusive right to file a Chapter 11 plan by 105 days
through and including Oct. 11, 2017, and to solicit votes thereon
by 105 days through and including Dec. 11, 2017.
A hearing for the Court to consider the Debtors' request is set for
May 23, 2017, at 10:00 a.m. (prevailing Eastern Time). Objections
to the Debtor's request must be filed by May 16, 2017, at 4:00 p.m.
(prevailing Eastern Time).
The Debtors' exclusive right to file a plan will expire on June 28,
2017, while the period to solicit votes on the plan will expire on
Aug. 27, 2017.
The Debtors have discussed the relief requested with their key
stakeholders, including the official committee of unsecured
creditors appointed in these Chapter 11 cases, the lenders under
the Debtors' prepetition asset-based revolving credit facility, and
the tranche B lenders under the Debtors' prepetition term loan
credit facility -- all of whom do not object to the Debtors'
requested relief.
Since filing voluntary petitions for relief under Chapter 11 of
U.S. Bankruptcy Code, the Debtors have engaged with their
stakeholders and their advisors, including the Committee, in an
effort to reach consensus on the terms of the Debtors'
restructuring and ultimate emergence from bankruptcy. Over this
time, the Debtors have secured the DIP Facilities, obtained
approval of bidding procedures, completed their business plan, and
substantially advanced a comprehensive marketing process for their
business.
An extension of the Exclusivity Periods will provide the Debtors
with the necessary time to complete their restructuring initiatives
while these cases are administered as efficiently as possible for
the benefit of the Debtors' stakeholders and other parties in
interest. The Debtors submit that sufficient cause exists to
extend the Exclusivity Periods.
The Debtors' Chapter 11 cases are large and complex. These Chapter
11 cases involve five Debtor entities, which have thousands of
employees and approximately $460 million in funded debt. Since
commencing the cases, the Debtors have undertaken significant
operational initiatives to right-size the business, including
reducing headcount and closing 120 stores, which has demanded
substantial attention from the Debtors' management and advisors.
The Debtors have made good-faith progress towards exiting Chapter
11. The Debtors have made significant progress in Reorganizing
their business through various operational initiatives. The
Debtors have satisfied all key milestones to date, including the
negotiation and implementation of the DIP facilities, the
completion and filing of their schedules and statements, and the
extensive marketing of their business. The Debtors are not seeking
to modify or amend any milestones or any other provision of the DIP
court order or the DIP facilities. The Debtors will continue to
negotiate in good faith with key stakeholders around the terms of
any Chapter 11 plan.
An extension of the Exclusivity Periods will not prejudice
creditors. The Debtors are requesting an extension of the
Exclusivity Periods to maintain focus on completing their
restructuring initiatives and to allow the restructuring process to
continue unhindered by competing plans. Continued exclusivity will
permit the Debtors to maintain flexibility so competing plans do
not derail the Debtors' restructuring process. Moreover,
throughout these Chapter 11 cases, the Debtors have had ongoing and
transparent communications with their major creditor groups.
Extending the Exclusivity Periods will benefit the Debtors'
estates, their creditors, and all other key parties-in-interest.
The Debtors are paying their bills as they come due. Since the
Petition Date, the Debtors have paid their vendors and third-party
partners in the ordinary course of business or as otherwise
provided by orders of the Court. The Debtors maintain their
ability to continue to pay their bills throughout the Chapter 11
cases in light of the liquidity provided by the DIP facilities and
through the use of cash collateral.
The Debtors have demonstrated reasonable prospects for filing a
viable plan. The Debtors say that during their short time in
Chapter 11, they have already taken significant steps toward
confirmation of a plan, including the preparation and filing of
their schedules of assets and liabilities and statements of
financial affairs, the timely development of a comprehensive
business plan, and ongoing dialogue and communication with the
advisors for the Committee. The Debtors have already filed a plan
of reorganization and disclosure statement, and a hearing to
consider approval of the disclosure statement is scheduled for May
30, 2017.
This is the Debtors' first request for an extension of the
Exclusivity Periods. In just three months, the Debtors tell the
Court that they have accomplished a great deal and continue to work
diligently towards their emergence from Chapter 11.
The Debtors assure the Court that they are not seeking an extension
of the Exclusivity Periods to pressure or prejudice any of their
stakeholders. All creditor groups or their advisors have had an
opportunity to actively participate in substantive discussions with
the Debtors throughout these Chapter 11 cases. The Committee has
not objected to the Debtors' proposed extension of the Exclusivity
Periods. The Debtors are seeking an extension of the Exclusivity
Periods to preserve and capitalize on the progress made to date in
their restructuring negotiations.
About BCBG Max Azria Group
BCBG Max Azria Group started with a single idea -- to create a
beautiful dress. Founded in 1989, BCBG was named for the French
phrase "bon chic, bon genre," a Parisian slang meaning "good style,
good attitude." The brand embodies a true combination of European
sophistication and American spirit. The BCBG Max Azria label is
sold online, in freestanding boutiques and partner shops at top
department stores across the globe.
BCBG Max Aria and its affiliates filed for bankruptcy (Bankr.
S.D.N.Y., Case No. 17-10466) on Feb. 28, 2017. The Debtors have
estimated assets of $100 million to $500 million and estimated
liabilities of $500 million to $1 billion.
Kirkland & Ellis LLP and Kirkland & Ellis International LLP
represent the Debtors as bankruptcy counsel. The Debtors hired
Jefferies LLC as investment banker; AlixPartners LLP as
restructuring advisor; A&G Realty Partners LLC as real estate
advisor; and Donlin Recano & Company LLC as claims and noticing
agent, and administrative advisor.
On March 9, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
On March 1, 2017, the Debtors filed a joint Chapter 11 plan of
reorganization.
BENNIGAN'S SADDLEBROOK: Case Summary & 9 Unsecured Creditors
------------------------------------------------------------
Debtor: Bennigan's Saddlebrook, LLC
405 N Midland Ave
Saddle Brook, NJ 07663-5701
Case No.: 17-19697
About the Debtor: The Debtor is a small business debtor as
defined in 11 U.S.C. Section 101(51D). It
owns a property located at 405 N Midland Ave,
Saddle Brook, NJ 07663-5701.
Chapter 11 Petition Date: May 10, 2017
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Christine M. Gravelle
Debtor's Counsel: Scott J. Goldstein, Esq.
LAW OFFICES OF SCOTT J. GOLDSTEIN, LLC
280 West Main Street
Denville, NJ 07834
Tel: 973-453-2838
Fax: 973-453-2869
Email: sjg@sgoldsteinlaw.com
Total Assets: $420,800
Total Liabilities: $1.36 million
The petition was signed by Kedar Shah, managing member.
A copy of the Debtor's list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/njb17-19697.pdf
The Debtor previously sought bankruptcy protection on Jan. 28, 2017
(Bank. D.N.J. Case No. 17-11641).
BIG APPLE CIRCUS: Hires PKF O'Connor Davies as Accountant
---------------------------------------------------------
The Big Apple Circus, Ltd., seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
PKF O'Connor Davies, LLP as accountant, nunc pro tunc to April 28,
2017.
The Debtor requires PKF O'Connor to:
a. audit the Debtor's statement of financial position and the
related statements of activities, functional expenses and cash
flows as of and for the year ending July 31, 2016;
b. at the sole discretion of the Debtor, audit or other
financial report for the year ending July 31, 2017, or any portion
thereof;
c. prepare the Debtor's federal and state information and tax
returns, including form 990 and NYS CHAR 500, for the year ending
July 31, 2016; and
d. at the sole discretion of the Debtor, prepare the Debtor's
federal and state information and tax returns, including form 990
and NYS CHAR 500, for the year ending July 31, 2017.
PKF will be paid at these hourly rates:
Partners $400-$500
Senior Managers $325
Managers $275
Senior Accountants $225
Staff Accountants $150
Administration $30
PKF will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Mark Piszko, partner at PKF O'Connor Davies, 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.
PKF may be reached at:
Mark Piszko
PKF O'Connor Davies, LLP
665 Fifth Avenue
New York, NY 10022
Tel: (646) 449-6316
About The Big Apple Circus
The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016. The petition was
signed by Will Maitland Weiss, executive director.
The Debtor is a Type B not-for-profit corporation organized under
section 201 of the New York Not-for-Profit Corporation Law that is
exempt from federal taxes under section 501(c)(3) of the Internal
Revenue Code. Founded in 1977 by Paul Binder and Michael
Christensen to establish a performing circus and school for the
instruction and artistic development of circus arts, the Debtor is
a venerated, New York cultural institution renowned for its
critically-acclaimed performances and dedicated community
programs.
The Debtor estimated assets and liabilities at $1 million to $10
million at the time of the filing.
The Debtor retained Natasha M. Labovitz, Esq. and Christopher
Updike, Esq., of Debevoise & Plimpton LLP, as bankruptcy counsel;
Donlin, Recano & Company, Inc., as claims and noticing agent; and
Goldin Associates, LLC, as financial advisor, all of whom agreed to
provide their services on a pro bono basis in light of the Debtor's
not-for-profit status.
An official committee of unsecured creditors has been appointed in
the case, and is represented by Robert J. Feinstein, Esq., Maria
Bove, Esq., and Steven W. Golden, Esq., at Pachulski Stang Ziehl &
Jones LLP.
BLACK PRESS: Moody's Withdraws B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Black Press
Ltd. and its subsidiaries, Sound Publishing Holdings Inc. and Black
Press Group Ltd., including the B3 corporate family rating, B3-PD
probability of default rating, and B1 ratings on the first lien
term loans.
RATINGS RATIONALE
Moody's has withdrawn the ratings for its own business reasons.
Headquartered in Surrey, British Columbia, Black Press Ltd. is a
privately-held free distribution community newspaper and printing
company that publishes more than 150 daily and weekly newspapers in
British Columbia, Alberta, Washington State and Ohio.
BLUE BUFFALO: Moody's Hikes Corporate Family Rating to Ba2
----------------------------------------------------------
Moody's Investors Service upgraded ratings of Blue Buffalo Company,
Ltd, including its Corporate Family Rating and senior secured debt
instrument ratings to Ba2 from Ba3.
Moody's also assigned first-time ratings to Buffalo Pet Products,
Inc. ("Blue Buffalo HoldCo" or "Blue Buffalo"), the publicly
traded, ultimate parent company of Blue Buffalo OpCo. Ratings
assigned to Blue Buffalo HoldCo include Corporate Family Rating at
Ba2, Probability of Default Rating at Ba2-PD, and Speculative Grade
Liquidity rating at SGL-1. In addition, Moody's assigned a Ba2
rating to Blue Buffalo HoldCo's proposed $520 million senior
secured credit facility being offered, consisting of a $400 million
7-year term loan and $120 million 5-year revolving credit line. Net
proceeds from the proposed facility will be used to repay
approximately $382 million of outstanding senior secured term debt
at Blue Buffalo OpCo, the company's principal operating subsidiary.
Moody's expects to withdraw all ratings at Blue Buffalo OpCo
following transaction close. The outlook on all ratings is stable.
The ratings upgrade reflects continued improvement in the company's
overall credit profile over the past two years, including increased
scale, expanding distribution, declining financial leverage and
improved liquidity. Blue Buffalo's pro forma debt/EBITDA was
approximately 1.5x at the end of 2016, compared to 1.8x at the end
of fiscal 2015. Blue Buffalo also has substantial cash balances
totaling close to $300 million at the end of 2016. Moody's expects
that free cash flow will be relatively modest in 2017, at about $30
million, reflecting heavy capital investments in manufacturing
capacity and R&D capabilities. However, after these projects are
completed in early 2018, annual free cash flow should rise above
$150 million.
Rating actions:
Ratings upgraded and to be withdrawn at closing:
Blue Buffalo Company, Ltd (operating company):
Corporate Family Rating to Ba2 from Ba3;
Probability of Default Rating to Ba2-PD from Ba3-PD;
$40 million Senior Secured Revolving Credit Facility due 2017 to
Ba2 (LGD 4) from Ba3 (LGD 3);
$400 million Senior Secured Term Loan due 2019 to Ba2 (LGD 4) from
Ba3 (LGD 3).
Ratings assigned:
Blue Buffalo Pet Products, Inc. (parent company):
Corporate Family Rating at Ba2;
Probability of Default Rating at Ba2-PD;
$120 million Senior Secured Revolving Credit Facility due 2022 at
Ba2 (LGD 4);
$400 million Senior Secured Term Loan due 2024 at Ba2 (LGD 4);
Speculative Grade Liquidity Rating at SGL-1.
The outlook on all ratings is stable.
RATINGS RATIONALE
Blue Buffalo's Ba2 Corporate Family Rating reflects its strong
market position in the growing natural segment of the broader North
American pet food category. Blue Buffalo's attractive profit
margins, low leverage and very good liquidity support the rating.
These positives are balanced against the company's moderate size
and limited geographic and segmental diversification.
Blue Buffalo has about a 6% share in US retail pet food, a category
that is highly concentrated among a few large diversified global
players. However, Blue Buffalo is the clear No.1 natural pet food
brand within major pet specialty retail and ecommerce channels,
where Moody's estimates its share of sales exceeds 15%. Moody's
also estimates that Blue Buffalo's high customer sales
concentration with Pet Smart and Petco, about 59% currently, will
increase further upon the completion of PetSmart's pending
acquisition of online pet products retailer, Chewy.
The stable outlook reflects Moody's expectation that Blue Buffalo
will continue to benefit from channel expansion and favorable
growth trends in natural pet food. Moody's also expects that the
company will maintain strong credit metrics and very good
liquidity.
The ratings could be upgraded if Blue Buffalo continues to increase
scale and customer diversification, sustains strong credit metrics
and liquidity, and articulates and maintains a conservative
financial policy.
The ratings could be downgraded if debt/EBITDA exceeds 3.5x,
liquidity or margins deteriorate, or financial policies becomes
aggressive.
Blue Buffalo Pet Products, Inc. (NASDAQ: "BUFF"), headquartered in
Wilton, Connecticut, is a developer and manufacturer of natural pet
food and pet care products primarily sold through the US pet
specialty channel. The company's key products include natural dog
and cat foods, and to a lesser extent, dog and cat treats and
natural kitty litter. The company is publicly traded, with private
equity firm Invus Group owning approximately 44.5% of outstanding
shares. Annual sales approximate $1.2 billion.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
CALIFORNIA RESOURCES: Reports $52 Million Net Income for Q1
-----------------------------------------------------------
California Resources Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $52 million on $590 million of total revenues and
other for the three months ended March 31, 2017, compared with a
net loss of $50 million on $322 million of total revenues and other
for the same period during the prior year.
As of March 31, 2017, California Resources had $6.23 billion in
total assets, $6.68 billion in total liabilities, and a $447
million total deficit.
Quarterly Highlights Include:
* Produced an average of 132,000 BOE per day
* Recognized a 38 percent year-over-year increase in realized
per barrel crude oil prices, including effects of settled
hedges
* Executed two joint ventures aggregating up to $550 million of
incremental investment to accelerate development opportunities
* Reduced debt by $147 million from year-end 2016
* Generated operating cash flow of $133 million and free cash
flow after working capital of $100 million
* Generated Adjusted EBITDAX of $200 million, reflecting an
adjusted EBITDAX1 margin of 39%
Todd Stevens, president and chief executive officer, said, "Once
again, CRC executed and delivered solid production results in the
quarter. We also reinforced our commitment to strengthen the
balance sheet by applying excess cash flow toward debt reduction.
Importantly, we have now announced two joint ventures, one with
Benefit Street and another with Macquarie, which provide
flexibility in our investment program and enhance our organic
deleveraging ability. We are excited to get back to investing in
and growing our business. These joint ventures will bring forward
investment to unlock the value of our resource base for our
partners and shareholders."
First Quarter Results
The 2017 quarterly results reflected higher realized oil, NGL, and
natural gas prices, non-cash derivative gains, and gains from asset
divestitures, partially offset by lower production volumes and
higher production costs resulting from higher energy costs and
higher levels of activity. The first quarter 2017 adjusted net
loss2 was $43 million or $1.02 per diluted share, compared with an
adjusted net loss of $100 million or $2.60 per diluted share for
the same period of 2016. The first quarter 2017 adjusted net loss
excluded $75 million of non-cash derivatives gains, a $21 million
gain from asset divestitures, $4 million of gains on purchases of
the Company's notes and a net $4 million loss from other unusual
and infrequent charges. The first quarter 2016 adjusted net loss
excluded $89 million of gains on purchases of the Company's notes,
$81 million of non-cash derivatives losses, a $63 million benefit
from a deferred tax valuation adjustment and a net $21 million loss
from other unusual and infrequent charges.
Adjusted EBITDAX for the first quarter of 2017 was $200 million,
compared to $124 million for the same period of 2016.
Total daily production volumes averaged 132,000 barrels of oil
equivalent (BOE) for the first quarter of 2017, compared with
148,000 BOE for the first quarter of 2016, a decrease of under 11
percent, which is at the low end of CRC's estimated base production
decline range. This decrease included the negative effects of
production sharing contracts (PSC) of 2,000 BOE per day. Excluding
this PSC effect, the year-over-year quarterly decline would have
been 9 percent. Compared to the fourth quarter of 2016, total
daily production volumes for the first quarter of 2017 decreased
3,000 BOE or 2 percent.
In the first quarter of 2017, realized crude oil prices, including
the effect of settled hedges, increased $13.85 per barrel to $50.24
per barrel from $36.39 per barrel in the prior year comparable
quarter. Settled hedges reduced realized crude oil prices by $0.16
per barrel in the first quarter of 2017, while increasing the first
quarter 2016 realized price by $6.31 per barrel. Realized NGL
prices increased 109 percent to $34.33 per barrel from $16.39 per
barrel in the first quarter of 2016. Realized natural gas prices
increased 41 percent to $2.90 per thousand cubic feet (Mcf),
compared with $2.05 per Mcf in the same period of 2016.
Production costs for the first quarter of 2017 were $211 million or
$17.70 per BOE, compared with $184 million or $13.69 per BOE for
the first quarter of 2016. The increase in production costs was
driven by higher natural gas prices and the ramp-up of downhole
maintenance and workover activity in line with stronger commodity
prices. While higher gas prices increase our production costs due
to higher power and steam generation costs, they result in a net
benefit to the Company as a result of higher revenue generated from
natural gas sales. The Company's general and administrative (G&A)
expenses were comparable to the same prior year period. Adjusted
G&A expenses for the first quarter of 2017 were $64 million or
$5.37 per BOE, compared with $53 million or $3.95 per BOE for the
first quarter of 2016. The increase in the adjusted G&A expenses
was a result of higher employee-related costs due to the resumption
of employee benefits and higher costs of performance-based bonus
and incentive compensation plans due to better than expected
results.
Taxes other than on income of $33 million for the first quarter of
2017 were $6 million lower than the same period of 2016.
Exploration expenses of $6 million for the first quarter of 2017
were comparable to the same period of 2016.
Capital investment in the first quarter of 2017 totaled $50
million, of which $34 million was directed to drilling and capital
work-overs.
Hedging Update
CRC will continue to opportunistically seek hedging transactions to
protect its cash flow, margins and capital program and to maintain
liquidity. See attachment 10 for more details.
Operational Update and 2017 Capital Investment Plan
CRC operated three rigs for most of the first quarter of 2017 with
two in the San Joaquin basin and one in the Los Angeles basin. The
Company added a fourth rig in the San Joaquin basin by quarter end.
In the first quarter, CRC drilled thirteen steamflood wells, seven
waterflood wells, five primary wells and three unconventional
wells.
CRC has a dynamic capital plan which can be scaled up or down
depending on the price environment. The third-party capital
available as a result of the joint venture transactions further
enhances the Company's optionality. Including the additional joint
venture capital, CRC is increasing the 2017 capital plan to a range
of $400 million to $425 million, consisting of up to $150 million
for JV drilling and completions. The capital program will also
include internally funded amounts of $120 million for CRC drilling
and completions, $60 million for capital workovers, $50 million for
facilities, $25 million primarily for mechanical integrity projects
and $20 million for exploration. The 2017 development program will
focus on the Company's core fields - Elk Hills, Wilmington, Kern
Front, Buena Vista, Mt. Poso, Pleito Ranch, Wheeler Ridge and the
delineation of Kettleman North Dome.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/zfTIEO
About California Resources
California Resources Corporation is an independent oil and natural
gas exploration and production company operating properties
exclusively within the State of California. The Company was
incorporated in Delaware as a wholly-owned subsidiary of Occidental
on April 23, 2014, and remained a wholly-owned subsidiary of
Occidental until the Spin-off. On Nov. 30, 2014, Occidental
distributed shares of the Company's common stock on a pro rata
basis to Occidental stockholders and the Company became an
independent, publicly traded company, referred to in the annual
report as the Spin-off. Occidental retained approximately 18.5% of
the Company's outstanding shares of common stock which it has
stated it intends to divest on March 24, 2016.
California Resources reported net income of $279 million on $1.54
billion of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $3.55 billion on $2.40 billion of total
revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016,
California Resources had $6.35 billion in total assets, $6.91
billion in total liabilities and a total deficit of $557 million.
* * *
In September 2016, S&P Global Ratings raised its corporate credit
rating on California Resources to 'CCC+' from 'SD'. "We raised
the corporate credit rating on CRC to reflect our reassessment of
its credit profile following the tender for its senior unsecured
notes," said S&P Global Ratings credit analyst Paul Harvey. "The
rating reflects our expectation that debt leverage will remain at
what we consider unsustainable levels over the next 24 months
despite the net-debt reduction of about $625 million from the
tender," he added.
In August 2016, Moody's Investors Service downgraded California
Resources' Corporate Family Rating to 'Caa2' from 'Caa1' and
Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'.
CAPITOL CABLE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Capitol Cable & Technology,
Inc., as of May 9, according to a court docket.
About Capitol Cable & Technology
Capitol Cable & Technology, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-14644) on
April 4, 2017. At the time of the filing, the Debtor estimated
assets and liabilities of less than $1 million.
Richard B. Rosenblatt, Esq., and Linda M. Dorney, Esq., at The Law
Offices of Richard B. Rosenblatt, PC, serve as the Debtor's
bankruptcy counsel.
CARTER TABERNACLE: Plan Exclusivity Period Extended Sine Die
------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida extended the exclusive period within
which only Carter Tabernacle Christian Methodist Episcopal Church,
Inc. may file a Plan of Reorganization through and including 15
days after the adjudication of the Motion for Determination of
Secured Status of the Claim of American First Federal, Inc.
Judge Jackson also extended the exclusive period within which only
the Debtor may solicit acceptances to its Plan of Reorganization
until 60 days after the Exclusive Plan Deadline.
As previously reported by the Troubled Company Reporter, the Debtor
requested for exclusivity extensions due to the valuation trial on
its sanctuary property in Orlando, Florida. The Debtor also
required the extensions in order to adequately formulate a plan and
strategy following any determinations made by the Court pertaining
to the value of the Property. The Debtor had its Property appraised
in an effort to address American First Federal, Inc.'s secured
claim.
The Debtor assured the Court that it had complied and will continue
to comply with its obligations under the Bankruptcy Code. The
Debtor had also stayed current on all of its obligations and timely
filed operating reports. The Debtor contended that its prospects
of filing a viable plan are promising, as it had the ability to
restructure the first mortgage based on the value of the property.
About Carter Tabernacle
Carter Tabernacle Christian Methodist Episcopal Church, Inc., aka
Carter Tabernacle CME Church filed a Chapter 11 Petition (Bankr.
M.D. Fla. Case No. 16-06350) on September 26, 2016. The petition
was signed by Dr. James T. Morris, president/director. At the time
of filing, the Debtor estimated assets and liabilities at $1
million to $10 million.
The Church is a Florida not for profit corporation established in
1972 to provide ministry services to the Washington Shores
community and the surrounding communities in and around West
Colonial and John Young Parkway. The Church provides its ministry
services from a sanctuary located at 1 South Cottage Hill Road,
Orlando, FL 32805.
The Debtor is represented by Ryan E Davis, Esq. at Winderweedle,
Haines, Ward & Woodman, P.A. The Debtor hired Integra Realty
Resources to appraise its property located at 1 South Cottage Hill
Road, Orlando, Florida.
The U.S. Trustee has been unable to file an official unsecured
creditors committee in the Debtor's case.
CATCH 22 LINY: Wants Plan Exclusivity Period Extended to July 31
----------------------------------------------------------------
Catch 22 LINY Corp. asks the U.S. Bankruptcy Court for the Eastern
District of New York to extend the Debtor's exclusive period to
file a plan of reorganization for 60 days until July 31 from May
31, 2017.
A hearing to consider the Debtor's request is set for May 31, 2017,
at 1:30 p.m. Objections to the Debtor's request must be filed by
May 24 at 4:00 p.m.
While the Debtor expects to file its Plan in the near future, the
Debtor seeks an extension of the current exclusive periods to avoid
the premature formulation of a Chapter 11 plan at this time in the
event the Plan is not filed before May 31 and also to preserve its
exclusivity during the 300 days from the order for relief in this
case.
The bar date for filing of claims by non-government creditors has
recently passed. The Bar Date was set for March 17, 2017, for all
creditors to file a proof of claim. The deadline for government
entities is May 31, 2017. The Debtor is now reviewing the filed
claims, and, in particular, the claims filed by New York State, the
IRS, the Debtor's landlords and several lenders and or investors.
The Debtor is also negotiating and drafting terms of a Plan and
Disclosure Statement internally and, eventually, with its creditors
and the U.S. Trustee. The Debtor most recently met with
parties-in-interest to discuss the proposed Plan on April 21, 2017.
The Debtor submits that while small business debtor and counsel
must move expeditiously, circumstances outside the control of the
Debtor and counsel can make adherence to the unextended deadlines
extremely difficult or even impossible. The Debtor reserves the
right to introduce additional evidence at the hearing that it is
more likely than not to confirm a plan within a reasonable time.
The Debtor says that to terminate the exclusive periods prematurely
would be to deny the Debtor a meaningful opportunity to negotiate
with creditors and propose a confirmable plan, which would be
contrary to the overall purpose of the Chapter 11 process.
Premature termination of the exclusive periods might force the
Debtor to waste valuable time and efforts combating competing plans
and result in increasing administrative expenses, all to the
detriment of the estate, the creditors and other
parties-in-interest.
About Catch 22 LINY Corp.
Catch 22 LINY Corp. is a corporation incorporated under the laws of
the State of New York with a restaurant business located at 1 Main
Street and 99 Ocean Avenue, East Rockaway, New York.
An involuntary petition (Bankr. E.D.N.Y. Case No. 16-75160) was
filed against Catch 22 LINY Corp., dba Reel, under Chapter 11 of
the Bankruptcy Code on Nov. 5, 2016. The petition was filed by
petitioners Anthony Chiodi, Willys Fish Corporation and Westbury
Fish Co., Inc. The case is assigned to Judge Robert E. Grossman.
The Debtor is represented by Robert J. Spence, Esq., at Spence Law
Office, P.C.
The petitioners are represented by Joseph M. Mattone, Esq., at
Mattone, Mattone, Mattone, LLP.
CDK GLOBAL: Moody's Assigns Ba1 Rating to 2027 Senior Unsec. Notes
------------------------------------------------------------------
On May 8, 2017, Moody's Investors Service assigned a Ba1 rating to
CDK Global, Inc.'s senior unsecured notes due 2027. The company
intends to use the net proceeds for general corporate purposes. The
outlook is stable.
RATINGS RATIONALE
CDK's Ba1 corporate family rating reflects its leading US market
position as a provider of technology and services to the automotive
retail dealer community, consistent annual free cash flow
generation of over $200 million expected over the next few fiscal
years and Moody's expectation of significant cost savings from its
business transformation plan. The company has successfully
separated from ADP and built out its own supporting operations,
reducing overall operational risk as a standalone company.
The ratings for the senior unsecured credit facilities (Ba1, LGD4)
and senior unsecured notes (Ba1, LGD4) reflect the overall
probability of default of the company, as reflected in the PDR of
Ba1-PD, and the expectation for average family recovery in a
default scenario.
Rating Outlook
The stable outlook reflects CDK's strong credit profile at its
rating level, as it affords it the flexibility to manage operating
and business challenges, and the expectation of further operating
improvements from its ongoing business transformation.
What Could Change the Rating - Up
CDK's rating could be upgraded if the company demonstrates, over an
extended period, a return to highly conservative financial
policies. Ratings could also be upgraded if the company's
transformation program is successful and the company manages to a
2.5 times debt to EBITDA leverage target.
What Could Change the Rating - Down
Ratings could be lowered if the CDK continues to pursue more
aggressive financial policies. Ratings would also be pressured if
the company's adjusted debt to EBITDA is sustained around 4.0 times
or if there is significant deterioration in the company's free cash
flow generation. Additionally, any meaningful market share losses
or reversal of efficiency gains, such that operating margins fall
back below 20% (Moody's adjusted) could lead to lower ratings.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
CDK Global, Inc. headquartered in Hoffman Estates, Illinois, is a
provider of technology and services to the automotive retail dealer
community.
CENTRAL GROCERS: Seeks Interim Authority to Use Cash Collateral
---------------------------------------------------------------
Central Grocers, Inc. and its debtor affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware for
immediate use of the cash collateral to, among other things, permit
the continuation of their business pending their orderly wind down
and sale.
The Debtors submit that they have commenced these cases in order to
facilitate a parallel process of selling substantially all of their
assets while also closing stores that ultimately have no value and
cannot be sold in the sale process, all while preventing further
dissipation of assets due to the involuntary chapter 7 petition
filed against Central Grocers. The Debtors believe that a sale of
substantially all of their assets would repay substantial amounts
to the Debtors' prepetition secured creditors and allow for the
continued operation of significant portions of its business as a
going concern under new ownership, thereby maximizing value for all
parties in interest.
The Debtors acknowledge that their prepetition secured indebtedness
aggregating approximately $225 million composed of:
A. Approximately $200 million drawn under the Prepetition
Revolving Credit Facility issued under the Revolving Credit
Agreement between Central Grocers as borrower; Strack, SVT, LLC,
and Raceway Central, LLC as guarantors; PNC, National Association
as Revolving Credit Administrative Agent; and the lenders party
thereto. The Revolving Credit Administrative Agent and the
Revolving Credit Secured Lenders were granted a (i) first-priority
lien on substantially all of the personal property of the Revolving
Loan Parties, and (ii) second-priority lien on certain property in
Joliet, Illinois -- the Distribution Center -- mortgaged by CGI
Joliet.
B. A $25 million term loan issued under the Term Loan
Agreement between Central Grocers and CGI Joliet LLC as borrowers;
the guarantors thereto; Bank of the West as the Term Administrative
Agent and; and the lenders party thereto. The Term Administrative
Agent and the Term Lenders were granted a (i) first-priority lien
on all of CGI Joliet's right, title, and interest in substantially
all of CGI Joliet's assets, including that certain real property
and related improvements located at 2600 W. Haven Avenue, Joliet,
Illinois 60433 -- the Distribution Center and (ii) a secondpriority
lien on substantially all of the personal property of the Revolving
Loan Parties.
The Debtors claim that the Revolving Credit Secured Parties and the
Term Secured Parties have consented to the use of cash collateral,
subject to the terms of the proposed interim order.
Pursuant to the Proposed Interim Order, the Debtors may only use
cash collateral for, among other things: (a) working capital
requirements, (b) general corporate purposes, and (c) the costs and
expenses of administering the chapter 11 cases, including making
adequate protection payments, the payment of the allowed fees and
expenses of Retained Professionals, and payments under the
Carve-Out, in each case, pursuant to and solely in accordance with
the Budget.
As a condition for the use of Cash Collateral, the Debtors will
comply with the following milestones:
(a) Filing of a bid procedures motion for the sale of
substantially all of the Debtors' assets, together with one or more
stalking horse asset purchase agreements executed by one or more
stalking horse bidders reasonably acceptable to the Prepetition
Administrative Agents, as applicable, no later than May 10, 2017;
(b) Entry of an order approving bid procedures and other
sale-related procedures and protections by the date that is thirty
calendar days from the Commencement Date;
(c) Commencement of an auction of substantially all of the
Debtors' assets on or before the date that is twenty calendar days
from the date of entry of the Bid Procedures Order, which Auction
will be completed within two calendar days of commencement of the
Auction;
(d) The Debtors will obtain, within ten calendar days from the
conclusion of the Auction, entry of an order approving the sale of
certain of Strack's stores and assets related thereto as
contemplated by the applicable Stalking Horse Agreement, which
provides that the net sale proceeds will be applied to the
Prepetition Secured Obligations;
(e) Within five calendar days from the conclusion of the
Auction, the Debtors will obtain entry of an order approving the
sale of the Distribution Center, which provides that the net sale
proceeds will be applied to the Prepetition Secured Obligations;
(f) Closing of the sale provided for the Strack Sale Order by
the date that is ninety calendar days from the entry of such order,
and the DC Sale Order by the date that is thirty calendar days from
entry of such order; and
(g) The Debtors will engage a broker or other professional,
within ten calendar days of the Commencement Date, to conduct the
sale of the Distribution Center and any other real estate assets of
the Debtors, and within thirty days of the Commencement Date,
obtain entry by the Court of an order authorizing the Debtors to
retain the Real Estate Broker, which such Real Estate Broker Order
will be on terms and conditions and in form and substance
acceptable to Revolving Credit Administrative Agent in its sole and
absolute discretion.
The Debtors intend to provide the Prepetition Secured Parties with
following adequate protection:
(i) Superpriority Claims: The Prepetition Secured Parties will
be provided with an allowed superpriority administrative claim,
subject to the Carve-Out, and in the case of the Term Secured
Parties, also subject to the Revolving Credit Superpriority Claim
and any obligations arising under the Revolving Credit Loan
Documents.
(ii) Adequate Protection Liens: The Prepetition Secured
Parties will be provided a valid and automatically perfected
replacement lien on all preand postpetition property of the
Debtors, subject to the Carve-Out, any Permitted Prior Liens, and
in the case of the Term Secured Parties, also subject to the
Revolving Credit Adequate Protection Liens and the Revolving Credit
Prepetition Liens.
(iii) Interest Payments: The Debtors will pay in cash interest
to the Prepetition Secured Parties at the rate in effect as of the
Commencement Date provided for and in accordance with the Revolving
Credit Agreement and the Term Loan Agreement.
(iv) Fees and Expenses: The Debtors will pay (a) upon entry of
the Interim Order, all reasonable and documented fees, expenses,
and disbursements incurred by the Prepetition Secured Parties under
the Prepetition Financing Documents arising before the Commencement
Date and (b) on a monthly basis after entry of the Interim Order,
all reasonable and documented fees, expenses, and disbursements
incurred by the Prepetition Secured Parties under the Prepetition
Financing Documents arising after the Commencement Date.
The Proposed Interim Order provides for the termination date of the
Debtors' authorization to use cash collateral, which is the
earliest of:
(a) May 12, 2017;
(b) the termination or nonconsensual modification of the
Interim Order or the failure of the Interim Order to be in full
force and effect;
(c) the entry of an order of the Court terminating the
Debtors' right to use Cash Collateral;
(d) the dismissal or the conversion of any of the Debtors'
chapter 11 cases to a case under chapter 7 of the Bankruptcy Code;
(e) the appointment of a trustee or an examiner with expanded
powers;
(f) the expiration of the Cure Period following an Event of
Default and the delivery of a Default Notice by the Revolving
Credit Administrative Agent; and
(g) the first business day that is 35 days after the
Commencement Date, if the Final Order, in form and substance
acceptable to the Revolving Credit Administrative Agent, has not
been entered by the Court on or before such date.
A full-text copy of the Debtor's Motion, dated May 4, 2017, is
available at https://is.gd/J5zFeZ
The Debtors are represented by:
Mark D. Collins, Esq.
Paul N. Heath, Esq.
Brett M. Haywood, Esq.
David T. Queroli, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
-- and --
Ray C. Schrock, P.C.
Stephen Karotkin, Esq.
Sunny Singh, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Counsel to the Revolving Credit Administrative Agent:
Regina S. Kelbon, Esq.
Victoria A. Guilfoyle. Esq.
Blank Rome LLP
1201 Market Street, Suite 800,
Wilmington, Delaware 19801
-- and --
Mark I. Rabinowitz, Esq.
Blank Rome LLP
One Logan Square 130
North 18th Street
Philadelphia, Pennsylvania 19103
Counsel to the Term Loan Administrative Agent:
Mark V. Bossi, Esq.
Thompson Coburn LLP
One US Bank Plaza
St. Louis, Missouri 63101
-- and --
Victor A. Des Laurier, Esq.
Diona Rogers, Esq.
Thompson Coburn LLP
55 E. Monroe St., 37th Floor
Chicago, Illinois 60603
About Central Grocers
Strack & Van Til is a grocery retailer focused on providing
high-quality products in a unique and inviting atmosphere with a
high level of customer service. The company currently operates 22
stores in Illinois and Indiana under the banner names Strack and
Van Til, Ultra Foods and Town & Country Market. SVT, LLC is an
equal opportunity employer. The company is owned by Central
Grocers, Inc.
Joliet, Illinois-based Central Grocers, Inc. --
http://www.central-grocers.com/-- is a supplier to independent
grocery stores in the Midwestern United States. Formed in 1917,
Central Grocers is organized as a retail cooperative (co-op) owned
by the independent supermarket retailers that Central supplies.
Central Grocers is the 7th largest grocery cooperative in the
United States. Central Grocers supplies over 400 stores in the
Chicago area with groceries, produce, fresh meat, service deli
items, frozen foods, ice cream and exclusively the Centrella Brand
distributor. Sales have grown to $2.0 billion per year over the
past 94 years.
Central Grocers, Inc. and its Debtor affiliates filed separate
Chapter 11 petitions (Bankr. D. Del. Case No. 17-10993), on May 4,
2017. The Debtors have filed a motion requesting joint
administration of their chapter 11 cases.
CENTRAL LAUNDRY: Wants Interim Approval on Cash Collateral Use
--------------------------------------------------------------
Central Laundry, Inc., doing business as Olympic Linen, seeks
interim authorization from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to use cash collateral.
The Debtor acknowledges its indebtedness to TD Bank, N.A., in the
principal outstanding balance of $350,000, as of the Petition Date,
secured by any and all of the personal property of the Debtor of
any nature whatsoever. In addition, the Debtor acknowledges its
loan obligations to M&T Bank in the outstanding principal balance
of $395,497, which is secured by certain assets of the Debtor.
The Debtor asserts that absent the immediate authority to use its
cash, the Debtor does not have the funds with which to conduct its
business. The Debtor contends that it is going to incur obligations
in the normal course of its business, particularly to its suppliers
for a variety of goods and services, and its employees -- since the
Debtor's next payroll comes due on May 5, 2017. The Debtor also
contends that these expenses are essential to the continued
existence of the Debtor as a going concern. The Debtor claims that
an abrupt cessation of its business would cause extreme hardship to
the Debtor's customers, its creditors, and employees.
Accordingly, the Debtor requires an authorization to use cash
collateral in order meet its immediate expenditures and operating
expenses. Currently, the Debtor is still in the process of
preparing a projection of its expected revenue from operations and
operating costs. The Debtor anticipates to submit its Budget prior
to the hearing on its Motion.
The Debtor tells the Court that it has advised TD Bank and M&T Bank
that the Debtor would like to reach a consensual agreement on its
use of cash collateral and adequate protection to be afforded to TD
Bank and M&T Bank after the Petition Date. However, in the event
that no agreement will be reached by the Parties by the hearing
date of the cash collateral motion, the Debtor requests the Court
to authorize the use of cash collateral.
A full-text copy of the Debtor's Motion, dated May 4, 2017, is
available at https://is.gd/Lox0tK
About Central Laundry, Inc.
Central Laundry, Inc., doing business as Olympic Linen, is duly
organized, formed, and existing under the laws of the Commonwealth
of Pennsylvania with its current principal place of business and
executive offices located at 615 Industrial Park Drive, Lansdowne,
Pennsylvania. The Company's primary business involves operating a
commercial laundry and linen service for the restaurant and
hospitality industry.
Central Laundry previously filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Penn. Case No. 16-10666) on Feb. 1, 2016,
estimating assets and liabilities up to $50,000. Paul J.
Winterhalter, Esq., at the Law Offices Of Paul J. Winterhalter,
P.C., served as the Debtor's bankruptcy counsel in that case.
Central Laundry, along with affiliate Bellmawr Laundry LLC d/b/a
Liberty Laundry, again sought Chapter 11 protection (Bankr. E.D.
Pa. Case Nos. 17-13172 and 17-13189, respectively) on May 3, 2017.
The petitions were signed by George Rengepes, president and member.
The cases are assigned to Judge Eric L. Frank. The Debtor is
represented by Aris J. Karalis at Maschmeyer Karalis P.C. At the
time of filing, the Debtors estimated assets and liabilities
ranging between $1 million and $10 million.
CHESAPEAKE ENERGY: Reports $75 Million Net Income for 1st Quarter
-----------------------------------------------------------------
Chesapeake Energy Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
period ended March 31, 2017.
Doug Lawler, Chesapeake's CEO, commented, "Our operational momentum
continues to build in our Eagle Ford, Powder River Basin and
Mid-Continent oil assets, as we remain on track to reach our
production target of 100,000 barrels of oil per day by year-end.
We expect our production to grow significantly in the second half
of 2017 as we place more wells to sales, and as a result, we have
raised the bottom range of our 2017 production guidance. We remain
focused on improving our balance sheet and decreasing our cash
costs, while improving the capital efficiency from our operations.
We look forward to reporting our results as the year progresses."
For the 2017 first quarter, Chesapeake's revenues increased by 41%
year over year and 36% quarter over quarter primarily due to an
increase in the average realized commodity prices for the company's
production and unrealized hedging gains, partially offset by a
decrease in production volumes sold. Average daily production for
the 2017 first quarter of approximately 528,000 barrels of oil
equivalent (boe) consisted of approximately 83,700 barrels (bbls)
of oil, 2.342 billion cubic feet (bcf) of natural gas and 53,900
bbls of natural gas liquids (NGL).
Average production expenses during the 2017 first quarter were
$2.84 per boe, while G&A expenses (including stock-based
compensation) during the 2017 first quarter were $1.35 per boe.
Combined production and G&A expenses (including stock-based
compensation) during the 2017 first quarter were $4.19 per boe, an
increase of 1% year over year and a decrease of 2% quarter over
quarter. Gathering, processing and transportation expenses during
the 2017 first quarter were $7.47 per boe, a decrease of 5% year
over year and 6% quarter over quarter, primarily due to the
company's Barnett and Devonian divestitures in 2016.
Chesapeake reported net income available to common stockholders of
$75 million on $2.75 billion of total revenues for the three months
ended March 31, 2017, compared to a net loss available to common
stockholders of $1.11 billion on $1.95 billion of total revenues
for the same period in 2016. Ebitda for the 2017 first quarter was
$455 million. Adjusting for unrealized gains on commodity
derivatives, impairments related to the reduction of crude
transportation commitments on the
Seaway Pipeline and other related natural gas transportation
obligations of approximately $393 million, the loss on exchange of
preferred stock and other items, including those that are typically
excluded by securities analysts, the 2017 first quarter adjusted
net income attributable to Chesapeake was $212 million, or $0.23
per common share, while the company's adjusted ebitda was $525
million in the 2017 first quarter. Reconciliations of financial
measures calculated in accordance with GAAP to non-GAAP measures
are provided on pages 11 - 12 of this release.
Chesapeake's total capital investments were approximately $576
million during the 2017 first quarter, compared to approximately
$463 million in the 2016 fourth quarter and $365 million in the
2016 first quarter.
As of March 31, 2017, Chesapeake had $11.69 billion in total
assets, $12.90 billion in total liabilities and a $1.2 billion
total deficit.
As of March 31, 2017, Chesapeake's principal debt balance was
approximately $9.1 billion with $249 million in cash on hand,
compared to $10.0 billion with $882 million in cash on hand as of
Dec. 31, 2016. The company's total liquidity as of March 31, 2017
was approximately $3.3 billion, which included cash on hand and
borrowing capacity of approximately $3.1 billion under the
company's senior secured revolving credit facility, which had no
outstanding borrowings and $697 million utilized for various
letters of credit (including the $461 million supersedeas bond with
respect to the 2014 redemption of Chesapeake's 6.775% Senior Notes
due 2019.
On April 24, 2017, Chesapeake received notice from the U.S. Supreme
Court that it would not review its appeal related to the company's
2019 Notes litigation. As a result of this decision, the company
satisfied the judgment of $441 million on April 28, 2017, with cash
on hand and from the company's revolving credit facility. While the
company is disappointed in the Supreme Court's decision, it had
posted a supersedeas bond for the full amount (reflected as an
outstanding letter of credit under the company's revolving credit
facility described above), and therefore the judgment had no
further impact on liquidity. As of May 1, 2017, after making the
judgment payment and pro forma the relief of the associated letters
of credit, Chesapeake's liquidity was approximately $3.3 billion.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/5BajSs
About Chesapeake Energy
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States. The company also owns oil and natural gas marketing and
natural gas gathering and compression businesses.
Chesapeake Energy reported a net loss available to common
stockholders of $4.92 billion on $7.87 billion of total revenues
for the year ended Dec. 31, 2016, compared to a net loss available
to common stockholders of $14.85 billion on $12.76 billion of total
revenues for the year ended Dec. 31, 2015.
* * *
In January 2017, S&P Global Ratings raised its corporate credit
rating on Oklahoma City-based exploration and production company
Chesapeake Energy Corp. to 'B-' from 'CCC+, and removed the ratings
from CreditWatch with positive implications where S&P placed them
on Dec. 6, 2016. The rating outlook is
positive.
In December 2016, Moody's upgraded Chesapeake's Corporate Family
Rating to 'Caa1' from 'Caa2', its second lien secured notes rating
to 'Caa1' from 'Caa2', and affirmed its senior unsecured notes
rating at 'Caa3'.
CHS/COMMUNITY HEALTH: Fitch Gives BB Rating to $700MM Add-on Notes
------------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB/RR1' to CHS/Community
Health Systems Inc.'s (CHS) add-on offering of $700 million in
6.25% senior secured notes due 2023. Proceeds will be used to
refinance existing senior secured term loans. The Rating Outlook is
Negative. The ratings apply to $15.5 billion of debt outstanding at
March 31, 2017.
KEY RATING DRIVERS
Persistent Credit Profile Headwinds: The Negative Outlook reflects
CHS's high leverage, weak operating trends since the acquisition of
rival hospital operator Health Management Associates (HMA) in late
2014, and execution risk surrounding a divestiture and business
repositioning plan.
Lingering High Leverage: Progress in deleveraging has been slow
since the HMA acquisition; leverage is about 7.6x, versus 5.2x
prior to the acquisition. In the past year, CHS paid off $1.7
billion of debt with the proceeds from the spinoff of Quorum Health
Corporation (QHC) the sale of a minority interest in several
hospitals in Las Vegas and a couple of smaller divestitures. This
was the first substantial debt repayment since the HMA
acquisition.
Lower EBITDA, More Profitable Portfolio: Fitch's $2.1 billion and
$2.0 billion EBITDA forecasts for CHS in 2017 and 2018,
respectively, reflect the loss of a cumulative $3.4 billion in
revenue as a result of the company's portfolio pruning program. On
the first-quarter 2017 earnings call, management articulated plans
to divest 30 hospitals during 2017. The divestiture program is part
of a plan to improve same-hospital margins and sharpen focus on a
subset of core markets with better organic operating prospects.
Headwinds to Less-Acute Volumes: CHS's legacy hospital portfolio is
exposed to small rural markets facing secular headwinds to
less-acute patient volumes. Volume trends are highly susceptible to
weak macroeconomic conditions and seasonal influences on flu and
respiratory cases. Health insurers and government payors have
increased scrutiny of short-stay admissions and preventable
hospital readmissions. CHS has made some headway in turning around
industry-lagging volume trends, but these challenges have proven
difficult to overcome.
Repositioning Portfolio Should Help: A strategy of repositioning
the hospital portfolio around larger, faster-growing markets is
well aligned with secular trends in healthcare delivery and should
benefit the operating profile. However, successful execution of
this plan is not without challenges from both an operational
execution and capital investment perspective, particularly as it is
occurring at a time when cash flow is depressed relative to
historical levels, and management is still grappling with HMA
integration issues.
Progress in Resolution of Legal Issues: CHS has been dealing with
government investigations and lawsuits related to the issue of
short-stay hospital admissions. CHS has made good progress in
resolving the legal issues facing the legacy CHS hospitals, which
did not involve financial fines significant enough to threaten
financial flexibility and provided some comfort that the scope of
the potential HMA fines or penalties will be similarly manageable.
The timing of cash payment to settle the HMA liabilities is
uncertain.
At March 31, 2017, CHS has recorded a $260 million reserve for
potential financial payment associated with these cases. Based on
the size of the financial settlement negotiated for the legacy CHS
hospitals, Fitch thinks the reserve is likely adequate to cover the
eventual penalty, although there is a tail risk scenario where the
payment is greater. The reserve also mirrors the size of the
contingent value right agreed to as part of the HMA acquisition,
which essentially establishes a floor on the payment amount.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for CHS include:
-- Top line growth of negative 11.3% and negative 7.4% in 2017 and
2018, respectively, reflects completed and planned divestitures.
Underlying same hospital growth of 1%-2% is driven by pricing as
patient volumes are assumed to be flat at best and slightly down in
most payor classes.
-- EBITDA before associate and minority dividends of $2.1 billion
and $2.0 billion in 2017 and 2018, respectively, assumes that the
operating EBITDA margin recovers about 50 basis points (bps) by the
end of 2017, to 12.6%, versus the Dec. 31, 2016 latest 12 months
(LTM) level of 12.1%, as the result of divesting less profitable
hospitals.
-- Free cash flow (FCF) margin of 1.9% in 2017 (30 bps improvement
versus 2016 level) and improving to above 2% in 2018-2020,
benefiting from lower cash interest expense due to debt re-payment,
and higher profitability.
-- Capital intensity of 4.2% in 2017 and rising to 4.5% by 2019,
reflecting an assumption of increased investment in the company's
remaining hospital markets.
-- Total debt/EBITDA after associate and minority dividends
gradually declines to 6.5x by the end of the 2020 forecast period
due to debt repaid with divestiture proceeds; and there are no
issues with maintaining debt covenant compliance during the
forecast period.
RATING SENSITIVITIES
A downgrade to 'B-' could result from gross debt/EBITDA after
associate and minority dividends durably above 7.0x, coupled with a
cash flow deficit that requires debt funding. Risks to the
operating outlook include the inability of management to execute
operational improvements necessary to improve organic volume growth
and profitability.
Maintenance of CHS's 'B' Issuer Default Rating and a return to a
Stable Outlook requires gross debt/EBITDA after associate and
minority dividends slowly declining to about 6.5x over the next
several years, primarily due to debt reduction in 2017 and slight
growth of EBITDA due to stabilizing operating trends in the outer
years of the forecast period. Maintenance of the rating also
considers that CHS will generate at least break-even FCF.
LIQUIDITY
At March 31, 30, 2017, sources of liquidity included $247 million
of cash on hand and $944 million of available capacity on the
senior secured credit facility cash flow revolver; the company
generated LTM FCF of $317 million. CHS's EBITDA/interest paid is
solid for the 'B' rating category at 2.3x. Upcoming debt maturities
include an A/R securitization facility with $700 million
outstanding at March 31, 2017; $250 million of the $700 million A/R
funding commitment matures November 2017 and the remaining $450
million matures November 2018.
$4.1 billion of debt matures in 2019, including $1.9 billion of
unsecured notes and $2.2 billion of bank term loans; the terms of
the unsecured note indentures do limit the company's ability to
refinance unsecured debt with secured debt. Fitch expects proceeds
of the $700 million add-on notes will be used to refinance a
portion of the 2019 term loan maturities.
CHS was granted an amendment to the terms of the credit agreement
by the bank lenders during the fourth quarter of 2016 to give
near-term relief on the financial maintenance covenant levels.
There was no increase in pricing, but the credit enhancements for
the lenders strengthened the conditions under which the company is
required to use divestiture proceeds to reduce debt, which is a
near-term positive from a credit profile perspective. Despite the
forecasted decline in EBITDA in the ratings case, Fitch expects the
company to remain in compliance with the financial maintenance
covenants through the projection period.
FULL LIST OF RATING ACTIONS
Fitch currently rates CHS:
Community Health Systems, Inc.
-- Issuer Default Rating (IDR) 'B'.
CHS/Community Health Systems, Inc.
-- IDR 'B';
-- Senior secured credit facility 'BB/RR1';
-- Senior secured notes 'BB/RR1';
-- Senior unsecured notes 'CCC+/RR6'.
The Rating Outlook is Negative.
The 'BB/RR1' rating for CHS's secured debt (which includes the bank
term loans, revolver and senior secured notes) reflects Fitch's
expectations for 91% recovery under a hypothetical bankruptcy
scenario. The 'CCC+/RR6' rating on CHS's $6.1 billion senior
unsecured notes reflects Fitch's expectations of no recovery for
these lenders in bankruptcy.
In the U.S. healthcare sector, Fitch consistently uses a going
concern approach to valuation as opposed to assuming a liquidation
value; intrinsic value is assumed to be greater than liquidation
value for these companies, implying that the most likely outcome
post-default would be reorganization rather than liquidation.
The going concern cash flow (measured by EBITDA) estimate assumes
an initial deterioration that provokes a default which is somewhat
offset by corrective actions that would take place during
restructuring. Fitch assumes a 30% discount to its 2017 forecast
EBITDA less distributions to noncontrolling interests of $2.1
billion for CHS, resulting in a going concern EBITDA estimate of
$1.4 billion.
Fitch applies a 7x multiple to CHS's going concern EBITDA,
resulting in an enterprise value (EV) of $10.2 billion. The 7x
multiple is based on observation of both recent
transactions/takeout and public market multiples in the healthcare
industry. Administrative claims are assumed to consume 10%, or
about $1 billion of EV, which is a standard assumption in Fitch's
recovery analysis. Also standard in its analysis, Fitch assumes
that CHS would fully draw the $1 billion available balance on the
bank credit facility revolver in a bankruptcy scenario and includes
that amounts in the claims waterfall. Fitch assumes that the
accounts receivable (A/R) securitization facility would be replaced
by an equivalently sized super-senior facility in bankruptcy, and
includes the latest amount drawn on the facility in the waterfall.
Fitch applies a waterfall analysis to the going concern EV based on
the relative claims of the debt in the capital structure. Fitch
estimates EV available for claims of $9.2 billion. Secured claims,
including the A/R securitization, the bank revolver, term loans and
senior secured notes are assumed to be $9.9 billion, leaving no
value for unsecured lenders.
CLARKE PROJECT: Won't Talk to CCM, Seeks Cash Use Until Sept. 30
----------------------------------------------------------------
Clarke Project Solutions, Inc., formerly known as Cumming Clarke,
filed with the U.S. Bankruptcy Court for the Central District of
California a second motion, seeking for, among other things,
authorization to use the cash collateral from June 1, 2017, through
Sept. 30, 2017, to continue its business operations.
The Debtor says it has been operating on a profitable basis
postpetition. The profit on a cash basis, as reported in the
Profit & Loss statement, generated in February, March and April
2017, was , $103,734, and $124,382 respectively for a
combined profit on a cash basis for the first three months of
$200,000.
The Debtor has prepared its projected cash budget for four months
for the period beginning June 1, 2017 through and including Sept.
30, 2017. The budget provides total cash disbursements of $525,175
for the month of June, $419,975 for the month of July, $408,813 for
the month of August, and $406,196 for the month of September. The
budget also contemplates opening cash collateral balance of
approximately $1,217,342, as of June 1, 2017.
The Debtor relates it has one creditor asserting an interest in
cash collateral, Cumming Construction Management, Inc. However,
Cumming Construction has not yet filed any proofs of claim in the
Debtor's case, though the bar date for filing claims is May 30,
2017.
The Debtor says it is requesting the Court's authority to use cash
collateral rather than negotiating with Cumming Construction, for
it is highly unusual for Cumming Construction to allege it has a
security interest in assets of the estate, and oppose the Debtor's
request to use cash collateral when Cumming Construction has filed
no evidence of the validity or amount of its alleged security
interest in the cash collateral.
The Debtor believes that negotiations with Cumming Construction
regarding the use of cash collateral would be impracticable
considering that the Debtor has commenced an adversary proceeding
against Cumming Construction asserting that Cumming Construction
owes money to the Debtor, which also includes objections to the
alleged claims of Cumming Construction and requests a judicial
determination of the extent, validity and priority of the alleged
lien of Cumming Construction. The Court has scheduled the status
conference on June 29, 2017, and the deadline for filing a response
to the Complaint is on May 15, 2017.
In addition, the Debtor represents that before and after the
commencement of the Debtor's bankruptcy case, Cumming Construction
has demanded the Debtor to segregate $40,000 each month for the
benefit of Cumming Construction as a condition for any agreement.
The Debtor is voluntarily segregating $10,000 each month in a
segregated Debtor-in-Possession holding account to protect the
alleged secured claim of Cumming Construction.
Nevertheless, the Debtor proposes to use cash collateral through
Sept. 30, 2017 and offers to provide following forms of adequate
protection:
(a) The Debtor will deposit in a segregated debtor-in-possession
bank account $10,000 per month beginning in June 2017 and each
month thereafter through September 2017. This payment is
substantially more than accruing interest on any claim that may be
allowed in favor of Cumming Construction. No payments will be made
to Cumming Construction until its claims are allowed by the Court
and the Court enters an order authorizing distribution of the
funds.
(b) Cumming Construction will be granted a replacement lien as
adequate protection to the same validity, priority and extent as
existed in its favor on the Petition Date.
(c) The Debtor will provide Cumming Construction with copies of
monthly operating reports required to be submitted to the Office of
the U.S. Trustee, and monthly Budget reports comparing the budgeted
line items to actual collections and expenses.
A full-text copy of the Debtor's Motion, dated May 9, 2017, is
available at https://is.gd/JAslYs
About Clarke Project Solutions
Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in
Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-10402) on Feb. 2, 2017. Chris Clarke, the
president, signed the petition. The Debtor estimated assets at $1
million to $10 million and liabilities at $500,000 to $1 million at
the time of the filing.
The case is assigned to Judge Theodor Albert.
The Debtor's bankruptcy counsel is Pamela Jan Zylstra, Esq. The
Debtor has hired Dale K. Quinlain, Esq., at Quinlan Law Corporation
as special litigation counsel. The Debtor has also hired George
Shewchuk of Raimond Pettit Group as accountant.
COBALT INTERNATIONAL: Seven Proposals Approved at Annual Meeting
----------------------------------------------------------------
An the annual meeting of the stockholders of Cobalt International
Energy, Inc., held on May 2, 2017, the Company's stockholders:
(1) approved the amendment to the Company's Amended
and Restated Certificate of Incorporation to provide for
the declassification of the Company's board of directors;
(2) elected Kenneth W. Moore and Myles W. Scoggins as
directors to serve a one-year term until the 2018 Annual
Meeting of Stockholders, or until their respective
successors are duly elected and qualified;
(3) ratified the appointment of Ernst & Young LLP, as the
Company's independent auditors for the fiscal year ending
Dec. 31, 2017;
(4) approved on an advisory, non-binding basis, that an
advisory vote on the compensation of the Company's named
executive officers should take place every year;
(5) approved on an advisory, non-binding basis, the
compensation of the Company's named executive officers;
(6) approved the Company's Second Amended and Restated Non-
Employee Directors Compensation Plan; and
(7) approved the amendment to the Company's Amended and
Restated Certificate of Incorporation to effect, solely at
the discretion of the board of directors, a reverse stock
split and proportionate reduction in the number of
authorized shares of common stock.
The Company's board of directors, taking into account various
considerations, including the non-binding advisory vote of the
Company's shareholders on the frequency of the advisory vote on
executive compensation at the Company's 2017 Annual General Meeting
of Shareholders, determined that the Company will hold a
non-binding advisory vote on executive compensation on an annual
basis.
About Cobalt International
Cobalt International Energy, Inc., is an independent exploration
and production company with operations currently focused in the
deepwater U.S. Gulf of Mexico. In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field. The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development. The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.
Cobalt International reported a net loss of $2.34 billion on $16.80
million of revenues for the fiscal year ended Dec. 31, 2016,
compared to a net loss of $694.43 million on $nil of revenues for
the fiscal year ended Dec. 31, 2015.
Ernst & Young LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, stating that the Company has near-term
liquidity constraints that raises substantial doubt about its
ability to continue as a going concern.
CONCH HOUSE: Hires Vernis and Bowling as Special Counsel
--------------------------------------------------------
Conch House Builders, LLC, and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Middle District
of Florida to employ Vernis and Bowling of North Florida, PA as
special counsel for the Debtors-in-Possession.
The Debtors require Vernis and Bowling to defend against personal
injury claim against the Debtors in state court.
Leonard Hackett, Esq., member of Vernis and Bowling of North
Florida, 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 Debtors and
their estates.
Vernis and Bowling may be reached at:
Leonard Hackett, Esq.
Vernis and Bowling of North Florida, PA
4309 Salisbury Road
Jacksonville, FL 32216
Phone: (904) 296-6751
Fax: (904) 296-2712
About Conch House Builders
Conch House Builders, LLC and its affiliate Conch House Builders
II, LLC, f/d/b/a Conch House Marina Resort, Inc., filed separate
Chapter 11 bankruptcy petitions (Bankr. M.D. Fla. Case Nos.
17-00767 and 17-00768, respectively), on March 8, 2017. The
petitions were signed by David M. Ponce, Jr., manager.
The Debtors are represented by Jason A Burgess, Esq., at the Law
Offices of Jason A Burgess, LLC.
At the time of filing, both Debtors had less than LLC in estimated
assets. Conch House Builders, LLC, had $10 million to $50 million
in estimated liabilities while Conch House Builders II, LLC,
$100,000 to $500,000 in estimated liabilities.
CONCORDIA INTERNATIONAL: Two New Directors Added to Board
---------------------------------------------------------
Concordia International Corp. annoucned that Itzhak Krinsky, PhD.
and Francis (Frank) Perier, Jr., have been appointed as members of
the Company's Board of Directors, effective May 4, 2017. Following
the appointment of Mr. Krinsky and Mr. Perier, the Board will
consist of seven members, six of whom are independent.
"We are pleased to welcome Itzhak and Frank to the Concordia Board
of Directors, and believe their pharmaceutical and financial
experience will help the Company through this critical
transformation period in our corporate lifecycle," said Jordan
Kupinsky, non-executive Chairman of Concordia. "We believe that
their combination of domestic and global business experience will
be a significant asset to the Board. They both have strong track
records as trusted leaders in the pharmaceutical industry and bring
a wealth of knowledge to our Company. I look forward to leveraging
their expertise as we focus on stabilizing Concordia's business and
completing the Company's longer-term growth strategy."
Mr. Krinsky commented: "I am thrilled to be joining Concordia's
Board of Directors at this important time, and look forward to
begin working with the Company as we focus on executing against the
Company's short-term and longer-term business objectives."
"I am excited to join Concordia's Board of Directors," said Mr.
Perier. "This is a unique opportunity to help shape a Company with
valuable assets and a global footprint. I look forward to working
with Allan Oberman, and the rest of the Board, to strengthen the
business."
Mr. Krinsky brings extensive global pharmaceutical, investment
banking, and M&A experience to Concordia. He has been with Teva
Pharmaceutical Industries for more than 10 years. As executive
vice president of corporate business development, he led more than
30 M&A transactions for the company. In his most recent role, Mr.
Krinsky served as Chairman of Teva Japan and Chairman of Teva South
Korea, where he was responsible for overseeing Teva's
pharmaceutical businesses in both countries. In 2014, he
was named by SCRIP as one of the top 100 Global Leaders in the
Pharmaceutical Industry. Prior to joining Teva, Mr. Krinsky served
as managing director at Deutsche Bank, the Silverfern Group and
Trenwith Securities, LLC, investment banks in New York City. He
holds Bachelor, and Master of Arts in Economics degrees from Tel
Aviv University and a Doctorate in Economics from McMaster
University.
Mr. Perier has more than 18 years of experience in the
pharmaceutical and healthcare industries, including senior roles at
two major pharmaceutical companies. Most recently, he served as
chief financial officer of Forest Laboratories for 10 years, where
he played a significant leadership role in the company’s
multi-year growth initiative, in addition to overseeing multiple
financial transactions.
Prior to Forest Laboratories, Mr. Perier served in several senior
financial positions at Bristol-Myers Squibb (BMS), including four
years as vice president of finance, Planning, Business Development
and Information Technology in the ConvaTec Division, where he was
responsible for the execution of the company's strategic plan and
business objectives. Prior to his time at BMS, Mr. Perier served
in multiple roles at Deloitte & Touche LLP from 1981 to 1996, most
recently as partner. He holds a Master of Business Administration
(MBA) from New York University's Leonard N. Stern School of
Business and a Bachelor of Science in Accounting from Villanova
University. He is also a Certified Public Accountant.
About Concordia
Concordia is a diverse, international specialty pharmaceutical
company focused on generic and legacy pharmaceutical products and
orphan drugs. The Company has an international footprint with
sales in more than 100 countries, and has a diversified portfolio
of more than 200 established, off-patent molecules that make up
more than 1,300 SKUs. Concordia also markets orphan drugs through
its Orphan Drugs Division, consisting of Photofrin for the
treatment of certain rare forms of cancer.
Concordia operates out of facilities in Oakville, Ontario and,
through its subsidiaries, operates out of facilities in
Bridgetown, Barbados; London, England and Mumbai, India.
Concordia reported a net loss of US$1.31 billion for the year ended
Dec. 31, 2016, compared to a net loss of US$31.56 million for the
year ended Dec. 31, 2015. As of Dec. 31, 2016, Concordia had
US$3.73 billion in total assets, US$4.10 billion in total
liabilities and a total shareholders' deficit of $377.57 million.
* * *
As reported by the TCR on Nov. 17, 2016, Moody's Investors Service
downgraded the ratings of Concordia International Corp. including
the Corporate Family Rating to 'Caa1' from 'B3' and the
Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. "The
downgrade follows continued weakness in the business, an uncertain
competitive environment, and an unclear and challenging path
towards deleveraging," said Jessica Gladstone, Moody's senior vice
president.
DALLAS COUNTY SCHOOLS: Moody's Cuts GOLT Debt Rating to Caa1
------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Baa3 the
rating on Dallas County Schools, TX's General Obligation Limited
Tax (GOLT) debt. In addition, Moody's has downgraded to Caa1 from
B1 the rating on the district's Amended and Restated Promissory
Notes. The district has $130.7 million of outstanding debt,
including $44.8 million of rated GOLT bonds and $3.2 million of
rated promissory notes. The outlook remains negative.
The downgrade to Ba3 reflects severe deterioration in the
district's liquidity position, its acute need to restructure a
portion of its outstanding debt and its reliance on cash flow
borrowings to meet current fiscal year obligations. The downgrade
also reflects the considerable financial challenges posed by the
nonessential school bus stop-arm camera enterprise. Additionally,
the Ba3 rating incorporates legislation under consideration by the
state legislature to dissolve the district in 2018. The district's
strongest credit attribute is its large and diverse tax base.
The proposed legislation to dissolve the district is not expected
to impact GOLT bondholders because it requires the continued levy
of an ad valorem tax for the purposes of paying any principal and
interest on any bonds issued by the district prior to the effective
date of the act.
The Ba3 rating on the GOLT debt is at the same level as the general
obligation unlimited tax (GOULT) implied rating and reflects the
district's taxing headroom under the 0.1 mill property tax rate,
which provides 83% coverage of maximum annual debt service (MADS)
on existing GOLT debt, as well as the limited ability to raise the
property tax rate and the lack of a full faith and credit pledge.
The downgrade to Caa1 of the promissory notes reflects the
potential dissolution of the district and increased risk of default
on the notes.
The downgrade to Caa1 also incorporates the nonessential
enterprises funds' limited liquidity, substantially increased
leverage and history of extreme revenue underperformance and budget
shortfalls.
Rating Outlook
The negative outlook reflects several key challenges facing the
district, including the need to access the capital markets to
support near term operating liquidity through principal
restructuring and cash flow borrowing. Failure to restructure and
extend certain maturities of the district's GOLT bonds and Series
2012-B obligations will likely result in a default on the June 1,
2017 debt service payment. The negative outlook further reflects
Moody's expectations the nonessential school bus stop-arm camera
enterprises will remain unable to achieve balanced financial
operations and will continue to pressure the district's financial
position.
Factors that Could Lead to an Upgrade
Elimination of contingent liability and operational
risks associated with the nonessential school bus
stop-arm camera enterprise
Significantly improved liquidity profile
Successful debt restructuring to extend existing
maturities and issuance of cash flow notes
Factors that Could Lead to a Downgrade
Failure to pay June 1, 2017 debt service payment
Failure to pay other commitments on time and in full
Impaired market access for short term or long term borrowing
Inability to materially improve the district's liquidity profile
Legal Security
The GOLT bonds are secured by and payable from the proceeds of an
annual ad valorem tax that is limited to $0.10 per $1,000 of
assessed value and levied on all taxable property within the county
for maintenance and operations purposes.
The promissory notes are payable from the gross revenues of the
districts enterprise funds and all other legally available
revenues, which excludes property tax, state aid, and federal aid.
Use of Proceeds
Not applicable.
Obligor Profile
Dallas County Schools is a county-unit school district that is
coterminous with Dallas County. It does not have any student
enrollment or direct instructional operations, but provides various
support services to independent school districts located within and
outside of the county.
Methodology
The principal methodology used in the general obligation rating was
US Local Government General Obligation Debt published in December
2016. The principal methodology used in rating the lease backed
debt was Lease, Appropriation, Moral Obligation and Comparable Debt
of US State and Local Governments published in July 2016.
DECATUR ATHLETIC: Case Summary & 12 Unsecured Creditors
-------------------------------------------------------
Debtor: Decatur Athletic Club, LLC
1801 Beltline Rd., Suite 425
Decatur, AL 35601
Case No.: 17-81439
Business Description: The Debtor is a small business debtor as
defined in 11 U.S.C. Section 101(51D).
It owns the Pulse Fitness Center, a health
center with universal appeal, located at
1801 Beltline Rd SW, Ste 420 Decatur, AL.
Web site: http://www.pulsefitnessal.com
Chapter 11 Petition Date: May 10, 2017
Court: United States Bankruptpcy 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
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Jeremy Goforth, owner.
A copy of the Debtor's list of 12 unsecured creditors is available
for free at http://bankrupt.com/misc/alnb17-81439.pdf
DOWLING COLLEGE: Hires Farrel Fritz as Special Counsel
------------------------------------------------------
Dowling College, f/d/b/a Dowling Institute, f/d/b/a Dowling College
Alumni Association, f/d/b/a CECOM, a/k/a Dowling College, Inc.,
seeks authorization from the U.S. Bankruptcy Court for the Eastern
District of New York to employ Farrel Fritz, PC as special counsel
to the Debtor, nunc pro tunc to March 28, 2017.
The Debtor requires Farrell Fritz to:
a. assist the Debtor in changing the zoning classification of
the Brookhaven Campus to a Planned Development District which may
include, but is not limited to, assisting in the preparation of (i)
an application to the Brookhaven Town Board and (ii) a draft
environmental impact statement.
b. attend public hearings in relation to the zoning
application and meet with local residents prior to any public
hearings to discuss the Debtor's proposed nature of the uses
permitted in the Planned Development District.
c. perform such other legal services with respect to the
Debtor's zoning application as may be required and/or deemed to be
in the interest of the Debtor and consistent with the Engagement
Agreement.
Farrell Fritz will be paid at these hourly rates:
Equity Partner $435
Non-Equity Partner $435
Of Counsel $300
Associate (over 5 years) $300
Associate (under 5 years) $300
Paralegal(s) $165
Farrell Fritz will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anthony S. Guardino, Esq., partner at the firm of Farrell Fritz,
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.
The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:
-- The hourly rates proposed to be charged are discounted
from the standard hourly rates charged by Farrell Fritz for the
services of the professionals anticipated to provide services on
the engagement.
-- Farrell Fritz did not bill the Debtor during the 12 months
prior to the Petition Date.
-- The client has approved the budget and staffing plan. The
budget and staffing plan was prepared to encompass the entire
project for which Farrell Fritz is to be engaged. The project may
take eighteen months or more to complete.
Farrell Fritz can be reached at:
Anthony S. Guardino, Esq.
Farrell Fritz, PC
100 Motor Parkway, Suite 138
Hauppauge, NY 11788
Tel: 631.367.0716
Fax: 631.367.0785
E-mail: aguardino@farrellfritz.com
About Dowling College
Dowling College was founded in 1955 as part of Adelphi College's
outreach to Suffolk County, New York. Dowling College became the
first four-year, degree-granting liberal arts institution in the
county. It purchased the former W.K. Vanderbilt estate in Oakdale
in 1962.
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP. Ingerman Smith, LLP and Smith & Downey, PA have been
tapped as special counsel. Robert Rosenfeld of RSR Consulting,
LLC, serves as its chief restructuring officer while Garden City
Group, LLC serves as its claims and noticing agent. The Debtor has
also hired FPM Group, Ltd., as consultants; Eichen & Dimeglio, PC
as accountants; A&G Realty Partners, LLC and Madison Hawk Partners,
LLC as real estate advisors; and Hilco Streambank and Douglas
Elliman serve as brokers.
Judge Robert E. Grossman presides over the Debtor's bankruptcy
case.
The Office of the U.S. Trustee on Dec. 9, 2016, appointed three
creditors of Dowling College to serve on the official committee of
unsecured creditors. The Committee named SilvermanAcampora LLP as
its counsel.
DREAM SOURCE: Names Steven Lefkovitz as Attorney
------------------------------------------------
Dream Source Homes, LLC seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
Steven L. Lefkovitz and the law firm of Lefkovitz & Lefkovitz as
attorney.
The Debtor requires Lefkovitz & Lefkovitz to:
(a) advise the Debtor as to its rights, duties and powers as
Debtor-in-Possession;
(b) prepare and file the statements, schedules, plans, and
other documents and pleadings necessary to be filed by the
Debtor in this proceeding;
(c) represent the Debtor at all hearings, meetings of
creditors, conferences, trials and any other proceedings in
this case; and
(d) perform such other legal services as may be necessary in
connection with this case.
Lefkovitz & Lefkovitz will be paid at these hourly rates:
Steven L. Lefkovitz $485
Associate Attorneys $350
Paralegals $135
Lefkovitz & Lefkovitz will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Lefkovitz & Lefkovitz received an initial retainer fee in this
proceeding in the amount of $2,500, the source of which is from the
personal assets of the Debtor.
Steven L. Lefkovitz assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estate.
Lefkovitz & Lefkovitz can be reached at:
Steven L. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
618 Church Street, Suite 410
Nashville, TN 37219
Tel: (615) 256-8300
Fax (615) 255-4516
E-mail: slefkovitz@lefkovitz.com
Dream Source Homes, LLC filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Tenn. Case No. 17-03034) on May 1, 2017. The Hon.
Marian F Harrison presides over the case.
EAGAN AVENATTI: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Eagan Avenatti LLP
520 Newport Center Dr #1400
NewPort Beach, CA 92660
Case Number: 17-11878
Type of Business: Headquartered in Newport Beach, California,
Eagan Avenatti LLP is a firm that provides
legal services specializing in commercial, civil
law and business litigation cases.
Involuntary Chapter 11 Petition Date: May 10, 2017
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Catherine E. Bauer
Petitioner's Counsel: Elizabeth A Green, Esq.
BAKER & HOSTETLER LLP
200 S Orange Ave
Suntrust Center Ste 2300
Orlando, Fl 32801
Tel: 407-649-4000
Fax: 407-841-0168
Tiffany D Payne
PO Box 112
Orlando, FL
Alleged creditor who signed the petition:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
Gerald Tobin Lack of Payment $28,700
2014 Edgewater Dr #169
Orlando, FL 32804
Tel: 407-367-8631
A full-text copy of the involuntary petition is available for free
at: http://bankrupt.com/misc/cacb17-11878.pdf
An involuntary case under Chapter 11 was previously filed against
Eagan Avenatti on March 1, 2017 (Bankr. M.D. Fla. Case
6:17-bk-01329). That case was transferred to Santa Ana Division
and reassigned to Bankruptcy Judge Catherine E.
Bauer under the new case number 17-11878-CB.
ENDEAVOR ENERGY: S&P Raises CCR to 'B' on Improved Asset Base
-------------------------------------------------------------
S&P Global Ratings' raised its corporate credit rating on Midland,
Texas-based oil and gas exploration and production (E&P) company
Endeavor Energy Resources L.P. to 'B' from 'B-'. The outlook is
stable.
S&P also raised the issue-level rating on the company's unsecured
debt to 'B+' from 'B-'. S&P revised the recovery rating to '2'
from '3', reflecting its expectation for substantial (70%-90%;
rounded estimate: 85%) recovery in the event of a payment default.
In addition, S&P raised the issue-level rating on the company's
secured debt to 'BB-' from 'B+'. The recovery rating remains '1'
reflecting our expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.
"The upgrade reflects our assessment of Endeavor's use of proceeds
from noncore asset sales to improve financial leverage and fund
capital spending that could potentially lead to increased
production and the continued development of its oil and gas
properties," said S&P Global Ratings credit analyst Aaron McLean.
Since the beginning of 2016, Endeavor has received proceeds
totaling about $900 million for the sale of oil and acreage it
deemed noncore. The company paid down its revolving credit
facility (which was undrawn as of Dec. 31, 2016) while it used the
balance of the proceeds to help fund an increased capital program
over the next two years.
S&P expects that Endeavor will continue to develop its asset base
and expand production over the next two years as market conditions
improve along with S&P's assumption of a stabilization of oil
prices. As a result S&P forecasts the company to maintain FFO to
debt of at least 12% over the same period.
S&P could lower the rating if the company's funds from operations
(FFO) to debt declines below 12% and S&P sees no clear path to
improvement. S&P could envision this scenario, given the company's
lack of hedges on oil and gas production, if commodity prices fall
and Endeavor relies predominantly on its revolving credit facility
to fund capital spending or production and costs are weaker than
S&P's current projections.
S&P could raise the rating if leverage measures improve such that
FFO to debt is well above 20% on a sustained basis. S&P could
envision this scenario if market conditions and hydrocarbon prices
continue to improve along with its assumptions.
EP MINERALS: Add-on Term Loan No Impact on Moody's B3 CFR
---------------------------------------------------------
Moody's Investors Service said that EP Minerals, LLC's proposed
$62.5 million incremental first lien term loan will have no impact
on the company's ratings, including the B3 corporate family rating,
the B3-PD probability of default rating, the B2 first lien senior
secured credit facilities rating and the Caa2 second lien senior
secured term loan rating. The ratings outlook remains stable. The
proceeds of the new term loan will be used to fund the acquisition
of BASF's bleaching (bentonite) clay and mineral absorbents
business by EP Minerals. The acquisition includes a production site
and a clay mine in Mississippi, and the mineral rights sublease
associated with a mine in Arizona. The transaction is expected to
close in the third quarter of 2017, subject to regulatory approval
and environmental review.
EP Minerals' B3 corporate family rating reflects the challenges of
operating a concentrated business with a highly-leveraged balance
sheet. Pro forma for the BASF bleaching clay assets acquisition EP
Minerals' debt/EBITDA as adjusted by Moody's is approximately 6.5
times in the twelve months ended February 28, 2017. The increased
leverage reflects additional debt to fund the acquisition and
weaker EP Minerals' earnings in the quarter ended February 28, 2017
due to a negative weather impact. Moody's expects leverage to
decline just below 6 times in fiscal 2018. EP generates the vast
majority of earnings and cash flow from diatomaceous earth and the
acquisition will improve the operational and product diversity by
adding bleaching clay used in the production of edible oils and
bentonite catalysts to EP's own portfolio. End market diversity,
multiple operating sites and relatively stable costs support the
rating.
The stable outlook reflects Moody's expectations that volumes would
rebound in fiscal 2017 and that the company successfully integrates
the acquisition. Moody's could upgrade the rating if Moody's
expects revenues to expand above $250 million and leverage to fall
to below 4.5 times on a sustainable basis. Moody's could downgrade
the rating if Moody's expects leverage above 7 times, sustained
negative free cash flow, or substantive deterioration in
liquidity.
Moody's expects the company to maintain adequate liquidity over the
next four quarters, supported by cash on hand and availability
under the company's revolving facility due in August 2019. The
company had about $8.9 million of cash and an undrawn $25 million
revolving credit facility as of February 28, 2017. Moody's projects
the company will have roughly flat free cash flow in fiscal 2017
and will have positive free cash flow in fiscal 2018. Moody's
expects the company to maintain sufficient headroom under its
covenants. The credit agreement contains one financial maintenance
covenant: a total net leverage ratio test. EP Minerals posted a net
leverage ratio, as defined, of 5.06x against a required ratio of
6.75x. Pro forma for the acquisition, covenant leverage is
approximately 5.6x in the twelve months ended February 28, 2017.
The covenant steps down steadily to 5.5 times in May 2019. EP
Minerals has no near-term debt maturities and annual amortization
is approximately $2.4 million.
Debt capital is comprised of a $25 million first lien senior
secured revolving credit facility due in 2019, $238.5 million first
lien senior secured term loan B due in 2020, and a $70 million
second lien senior secured term loan due in 2021. The B2 rating on
the first lien senior secured credit facilities reflect their
seniority in the capital structure. The first lien facilities are
secured by the first lien claim on all domestic assets, including
the acquired BASF assets once the acquisition is completed. The
Caa2 rating on the second lien senior secured term loan reflects
effective subordination to the much-larger first lien senior
secured credit facilities.
EP Minerals, LLC produces diatomaceous earth, perlite filter aids,
and clay absorbents. These products are used predominantly as
filtration media, functional additives, and absorbents. The company
has six production facilities located in the western United States.
The company is acquiring BASF bleaching clay assets, including a
bentonite clay mine in Aberdeen, MS, minerals mine sublease at the
bentonite mine and silica sand mine in Sanders, AZ and a processing
plant in Jackson, MS. Private equity firm Golden Gate Capital
acquired EP Minerals company in 2011 and most recently completed a
return of capital in August 2014. Headquartered in Reno, Nev., EP
Minerals generated about $226 million of revenues for the twelve
months ended February 28, 2017 pro forma for the BASF assets
acquisition.
FAIRMOUNT SANTROL: Moody's Revises Outlook Pos. & Affirms Caa1 CFR
------------------------------------------------------------------
Moody's Investors Service revised the outlook of Fairmount Santrol,
Inc. to positive from negative. At the same time, Moody's affirmed
Fairmount's Corporate Family Rating (CFR) and its senior secured
credit facility at Caa1. The Probability of Default Rating was also
affirmed at Caa2-PD. The Speculative Grade Liquidity Rating was
upgraded to SGL-3.
The following actions were taken:
Corporate Family Rating, affirmed at Caa1;
Probability of Default Rating, affirmed at Caa2-PD;
Senior secured bank credit facilities, affirmed at Caa1 (LGD3);
Speculative Grade Liquidity, upgraded to SGL-3 from SGL-4;
The outlook was revised to positive from negative.
RATINGS RATIONALE
The positive outlook reflects Moody's expectations that key credit
metrics will improve rapidly through 2017 on the strength of
frac-sand demand, increasing volumes and rising sand prices.
Although still weak, key credit metrics began to improve during the
first quarter 2017 which included improvement in adjusted operating
margin, adjusted EBIT to interest expense and adjusted
debt-to-EBITDA. Moody's expects adjusted operating margin to
increase beyond 5%, adjusted EBIT to interest expense to increase
but remain below 1.0x and adjusted debt-to-EBITDA to decline below
6.0x by year end 2017.
The Caa1 Corporate Family Rating reflects weak credit metrics at
this time after a prolonged period of weakness in Fairmount's oil
and natural gas end markets. The rating also considers the
company's modest scale, acquisitive history, limited product
diversification, exposure to the oil and gas commodity price
cycles, and the reliance on the weak hydraulic fracturing industry
for the majority of its revenue and operating income. Fairmount's
rating is supported by its large base of proven mineral reserves,
strategically located mines and production facilities, developed
logistical network, long-standing customer relationships, strong
market position in the frac-sand industry and high barriers to
entry for competitors.
Fairmount's SGL-3 Speculative Grade Liquidity assessment reflects
Moody's views that the company will have adequate liquidity over
the next 12 months. Fairmount's liquidity is supported by $211
million of cash on hand and its $100 million revolving credit
facility expiring September 2018. At March 31, 2017 however, the
revolver was limited to $31.25 million due the Revolving Credit
Facility's springing debt leverage covenant. The full amount of the
revolver commitment ($100 million) is available so long as the
company's leverage ratio does not exceed 6.5x in 1Q17, with the
leverage limit declining quarterly to 4.75x by 4Q17 and thereafter.
If the company's leverage ratio exceeds the operative limit, then
Fairmount can only borrow up to $31,250,000. The company's leverage
ratio exceeded the limit set for the quarter ended March 31, 2017.
The company had $15.8 million unused capacity under the revolver
and $15.5 million committed to outstanding letters of credit.
The company's alternate sources of liquidity are limited since most
of its assets are encumbered by its senior secured credit
facilities. As of March 31, 2017, Fairmount has no other material
debt maturing prior to September 2019 when both its Term B-1 Loan
and Extended Term B-1 Loan totaling approximately $835 million
mature.
Fairmount generated approximately $75 million of operating cash
flow for the trailing twelve months ending March 31, 2017. The
company used approximately $70 million for capital expenditures
over the same period. Moody's expects operating and free cash flow
to increase in 2017 as proppant fundamentals continue to improve.
The positive outlook reflects Moody's expectations that adjusted
operating income and key credit metrics will strengthen in 2017
from higher volumes and pricing driven by favorable supply/demand
dynamics. The positive outlook also assumes that Fairmount will
maintain ample liquidity as it funds its growth initiatives.
Moody's indicated that the ratings could be upgraded if the oil and
natural gas end markets continue to improve, leading to an
increased in adjusted EBIT to interest expense approaching 1.0x and
positive adjusted operating margin. Solid liquidity would also be a
condition for an upgrade.
The ratings could be considered for downgrade if momentum in end
markets and in operating performance reverses, leading to a
material deterioration in liquidity. Any large debt-funded
acquisitions could also lead to rating pressure. Finally, should
Fairmount's total enterprise value to debt claims weaken, the
rating could be downgraded.
The principal methodology used in these ratings was Building
Materials Industry published in January 2017.
Fairmount Santrol, Inc., headquartered in Chesterland, OH, is a
producer of sand-based products organized into two segments:
Proppant Solutions and Industrial & Recreational (I&R) Products.
The Proppants Solutions segment provides sand-based proppants for
use in hydraulic fracturing operations. The I&R segment provides
raw, coated and custom blended sands to the foundry, building
products, glass, turf and landscape, and filtration industries. The
Proppant Solutions segment accounts for approximately 78% of total
revenue. As of March 2017, Fairmount has 10 sand processing
facilities with 16.9 million tons of annual capacity (8 of which
are active), 9 coating facilities with 2.3 million tons of annual
coating capacity (5 of which are active) and 41 proppant
distribution terminals. Four production facilities and ten in-basin
terminals have unit train capabilities. The company generated
approximately $562 million of revenue during the twelve months
ended March 31, 2017.
FAMILY WORKS: Taps Will B. Geer as Legal Counsel
------------------------------------------------
Family Works, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire The Law Office of Will B. Geer, LLC to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code, conduct examination, and assist in the
preparation of a bankruptcy plan.
The firm will charge an hourly rate of $325 for attorneys and $150
for legal assistants. It received a retainer fee of $20,000, of
which $1,717 was used to pay the filing fee and $5,785 for its
pre-bankruptcy services.
Will B. Geer does not represent any interest adverse to the Debtor,
according to court filings.
The firm can be reached through:
Will B. Geer, Esq.
The Law Office of Will B. Geer, LLC
333 Sandy Springs Circle, NE, Suite 225
Atlanta, GA 30328
Phone: (678) 587-8740
Fax: (404) 287-2767
Email: willgeer@willgeerlaw.com
About Family Works Inc.
Based in Tucker, Georgia, Family Works, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
17-57752) on May 2, 2017. The case is assigned to Judge C. Ray
Mullins.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
FIAC CORP: Wants Exclusive Plan Filing Period Moved to June 30
--------------------------------------------------------------
FIAC Corp. and its affiliated Debtors ask the U.S. Bankruptcy Court
for the District of Delaware that their exclusive periods for
filing a chapter 11 plan and soliciting acceptances of such plan be
extended through and including June 30 and August 28, 2017,
respectively.
The Debtors have filed their Joint Plan of Reorganization, and the
related disclosure statement contemporaneously with the exclusivity
motion, and a hearing to approve the Disclosure Statement is
scheduled for June 14, 2017.
The Debtors relate that the since the commencement of the Chapter
11 Cases, they have devoted substantial time and resources to,
among other things:
(a) stabilizing business operations;
(b) obtaining postpetition financing;
(c) working with and responding to numerous requests and
inquiries from the Equity Committee as well as other creditors and
other parties in interests;
(d) responding to the Equity Committee's discovery;
(e) marketing and obtaining approval of the Sale to L-3
Communications Corporation for a purchase price of $117.5 million;
(f) closing the Sale on January 5, 2017;
(g) negotiating terms of consensual post-Sale use of cash
collateral;
(h) participating in the negotiation and settlement of the
Equity Committee's motion to reduce the postpetition rate of
interest on secured claims held by DMRJ Group, LLC and Montsant
Partners, LLC.
(i) making significant progress in the claims reconciliation
process filing numerous claim objections and notices of
satisfaction;
(j) analyzing remaining executory contracts and filed motions
to reject contracts that were no longer beneficial to the
Debtors’ estates;
(k) engaging in protracted settlement discussions with the
Equity Committee and the DMRJ Parties in connection with the
Standing Motion;
(l) participating in mediation, with the Honorable Allen
Gropper as mediator, with the Equity Committee and the DMRJ Parties
that ultimately resulted in the Settlement Agreement between the
Debtors, the Equity Committee, the DMRJ Parties and Platinum
Partners Value Arbitrage Fund L.P., which resolves, among other
things, issues related to the claims of the DMRJ Parties and
Platinum and the Permitted Causes of Action;
(m) engaging in discussions with the Equity Committee
regarding the terms and the structures of the Plan; and
(n) drafting and filing the Plan and the Disclosure
Statement.
The Debtors also contend that although the Plan and Disclosure
Statement have been filed, they are seeking the extension in order
to preserve their exclusivity in the event that the Plan is not
confirmed and/or unexpected issues or objections arise in
connection therewith.
A hearing to consider the Debtor's Extension Motion will be held on
June 14, 2017 at 11:00 a.m. Any objections must be filed on or
before May 22, 2017.
About FIAC Corp.
FIAC Corp. and its affiliated Debtors filed chapter 11 petitions
(Bankr. D. Del. Lead Case No. 16-12238) on October 10, 2016. The
Debtors are represented by Matthew B. Lunn, Esq., Donald J. Bowman,
Jr., and Shane M. Reil, Esq., at Young Conaway Stargatt & Taylor,
LLP, and Paul V. Shalhoub, Esq., Jennifer J. Hardy, Esq., and Debra
C. McElligott, at Willkie Farr & Gallagher LLP.
The Official Committee of Equity Security Holders of FIAC Corp., et
al., has tapped Higgs & Johnson to serve as its special counsel.
FIELDPOINT PETROLEUM: Gets Noncompliance Notice from NYSE MKT
-------------------------------------------------------------
FieldPoint Petroleum Corporation announced that on April 28, 2017,
the Company received notification from the NYSE MKT that it was
noncompliant with the NYSE MKT continued listing standards;
specifically Section 1003(a)(ii) of the Company Guide. The
Company's stockholders' equity has been below the $2.0 million
threshold required for listed companies that have reported losses
from continuing operations in two of its three most recently
completed fiscal years (Section 1003(a)(i)) and is now below the
$4.0 million threshold required for listed companies that have
reported losses from continuing operations in three of its four
most recent fiscal years (Section 1003(a)(ii)).
The Company has previously submitted a Plan to the Exchange to
regain compliance with Section 1003(a)(i) by Nov. 13, 2017, which
Plan has been accepted by the Exchange. The Company is now
required to supplement the Plan no later than May 30, 2017, to
address how it intends to regain compliance with Section
1003(a)(ii). If the supplemented Plan is accepted, the Company may
be able to continue its listing but will be subject to periodic
reviews by the Exchange. If the supplemented Plan is not accepted
or if it is accepted but the Company is not in compliance with the
continued listing standards by Nov. 13, 2017, or if the Company
does not make progress consistent with the Plan, the Exchange will
initiate delisting procedures as appropriate.
The Company is working on several initiatives which, if successful,
should result in the Company regaining compliance with the NYSE MKT
continued listing standards within the required timeframe. The
Company intends to submit a supplemented Plan based upon those
initiatives on or before the deadline set by the Exchange.
About Fieldpoint Petroleum
FieldPoint Petroleum Corporation acquires, operates and develops
oil and gas properties. Its principal properties include Block
A-49, Spraberry Trend, Giddings Field, and Serbin Field, Texas;
Flying M Field, Sulimar Field, North Bilbrey Field, Lusk Field, and
Loving North Morrow Field, New Mexico; Apache Field, Chickasha
Field, and West Allen Field, Oklahoma; Longwood Field, Louisiana;
and Big Muddy Field, Wyoming. As of Dec. 31, 2015, the Company had
varying ownership interests in 472 gross wells (113.26 net).
FieldPoint Petroleum Corporation was founded in 1980 and is based
in Austin, Texas.
Fieldpoint incurred a net loss of $2.47 million for the year ended
Dec. 31, 2016, compared to a net loss of $10.98 million for the
year ended Dec. 31, 2015. As of Dec. 31, 2016, Fieldpoint had
$8.76 million in total assets, $9.82 million in total liabilities
and a total stockholders' deficit of $1.05 million.
Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses, and has a working capital deficit. This raises substantial
doubt about the Company's ability to continue as a going concern.
FIRSTENERGY SOLUTIONS: Debt Maturities Cast Going Concern Doubt
---------------------------------------------------------------
FirstEnergy Solutions Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $80 million on $914 million of total revenues for the
three-months ended March 31, 2017, compared to a net income of $131
million on $1.20 billion of total revenues for the same period in
2016.
The Company's balance sheet at March 31, 2017, showed $6.96 billion
in total assets, $1.04 billion in total current liabilities, $2.96
billion in total non-current liabilities, $2.81 billion in
long-term debt and other long-term obligations, and a total
stockholders' equity of $146 million.
Although FES has access to a $500 million secured line of credit
with FE, all of which was available as of March 31, 2017, its
current credit rating and the current forward wholesale pricing
environment present significant challenges to FES. Furthermore, an
inability to develop and execute upon viable alternative strategies
for its competitive portfolio would continue to further stress the
liquidity and financial condition of FES.
As previously disclosed, FES has $130 million of debt maturities in
June of 2017 (and $515 million of maturing debt in 2018 beginning
in the second quarter). Additionally, FES has interest payments
and sale-leaseback commitments of $108 million due in June of 2017.
Based on FES' current senior unsecured debt rating, capital
structure and the forecasted decline in wholesale forward market
prices over the next few years, the debt maturities are likely to
be difficult to refinance, even on a secured basis. Failure to
refinance the debt would further stress FES' anticipated liquidity.
It is uncertain whether FES would use currently available
liquidity to make upcoming debt and other payments. Furthermore,
lack of clarity regarding the timing and viability of alternative
strategies, including additional asset sales or deactivations
and/or converting generation from competitive operations to a
regulated or regulated-like construct in a way that provides FES
with the means to satisfy its obligations over the long-term, may
require FES to restructure debt and other financial obligations
with its creditors or seek protection under U.S. bankruptcy laws.
In the event FES seeks protection under U.S. bankruptcy laws, FENOC
may similarly seek such protection. Although management is
exploring capital and other cost reductions, asset sales, and other
options to improve cash flow as well as continuing with legislative
efforts to explore a regulatory solution, these obligations and
their impact on liquidity raise substantial doubt about FES'
ability to meet its obligations as they come due over the next
twelve months and, as such, its ability to continue as a going
concern.
A copy of the Form 10-Q is available at:
http://bit.ly/2pUm5nY
FirstEnergy and its subsidiaries are principally involved in the
generation, transmission and distribution of electricity.
FirstEnergy's ten utility operating companies comprise one of the
nation's largest investor-owned electric systems, based on serving
six million customers in the Midwest and Mid-Atlantic regions. Its
regulated and unregulated generation subsidiaries control nearly
17,000 MWs of capacity from a diverse mix of non-emitting nuclear,
scrubbed coal, natural gas, hydroelectric and other renewables.
FirstEnergy's transmission operations include approximately 24,000
miles of lines and two regional transmission operation centers.
FLYGLO LLC: Hires Heller Draper as Counsel
------------------------------------------
FlyGlo, LLC seeks authorization from the U.S. Bankruptcy Court for
the Eastern District of Louisiana to employ Heller, Draper,
Patrick, Horn & Dabney, LLC as counsel for the Debtor.
The Debtor requires Heller Draper to:
a. advise the Debtor with respect to its rights, powers and
duties as Debtor and Debtor in Possession in the continued
operation and management of its business and property;
b. prepare and pursue confirmation of a plan of reorganization
and approval of a disclosure statement;
c. prepare on behalf of the Debtor all necessary applications,
motions, answers, proposed orders, other pleadings, notices,
schedules and other documents, and review all financial and other
reports to be filed;
d. advise the Debtor concerning and prepare responses to
applications, motions,pleadings, notices and other documents which
may be filed by other parties herein;
e. appear in Court to protect the interest of the Debtor
before this Court;
f. represent the Debtor in connection with the use of cash
collateral and/or obtain post petition financing;
g. advise the Debtor concerning and assisting in the
negotiation and documentation of financing agreements, cash
collateral orders and related transactions;
h. investigate the nature and validity of liens asserted
against the property of the Debtor, and advise the Debtor
concerning the enforceability of said liens;
i. investigate and advise the Debtor concerning, and take such
action as may be necessary to collect, income and assets in
accordance with applicable law, and the recovery of property for
the benefit of the Debtor's estate;
j. advise and assist the Debtor in connection with any
potential property dispositions;
k. advise the Debtor concerning executory contract and
unexpired lease assumptions, assignments and rejections and lease
restructuring, and recharactsrizations;
l. assist the Debtor in reviewing, estimating and resolving
claims asserted against the Debtor's estate;
m. commence and conduct litigation (not performed by Special
Counsel) necessary and appropriate to assert rights held by the
Debtor, protect assets of the Debtor's chapter 11 estate or
otherwise further the goal of completing the Debtor's successful
reorganization; and
n. perform all other legal services for the Debtor which may
be necessary and proper in the Case.
Heller Draper lawyers and professionals who will work on the
Debtor's case and their hourly rates are:
Douglas S. Draper $425
Constant G. Marquer, III $375
Leslie A. Collins $350
Greta M. Brouphy $350
Associates $325
Paralegals $100
On April 21, 2017, prior to the filing of this Chapter 11 Case,
Heller Draper received $50,000 as a retainer for the services to be
performed and expenses to be incurred in this Chapter 11 Case.
Heller Draper will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Douglas S. Draper, Esq., member of the law firm of Heller, Draper,
Patrick, Horn & Dabney, 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.
Heller Draper may be reached at:
Douglas S. Draper, Esq.
Heller, Draper, Patrick, Horn & Dabney, LLC
650 Poydas Street, Suite 2500
New Orleans, LA 70130
Tel: (540) 299-3333
E-mail: ddraper@hellerdraper.com
About FlyGlo, LLC
FlyGlo, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. La.
Case No. 17-11015) on April 23, 2017. The Hon. Elizabeth W. Magner
presides over the case. Heller, Draper, Patrick, Horn & Dabney,
LLC represents the Debtor as counsel.
In its petition, the Debtor estimated $10 million to $50 million
in both assets and liabilities. The petition was signed by Calvin
C. "Trey" Fayard, III, chief executive officer.
FRESH & EASY: Osegueras Buying Liquor License No. 539651 for $2K
----------------------------------------------------------------
Fresh & Easy, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware a notice that it is selling Liquor License
(No. 539651) to Juan and Mariana Oseguera for $2,000.
The objection deadline is May 11, 2017 at 5:00 p.m. (ET).
On Dec. 3, 2015, the Court entered a Miscellaneous Asset Sale
Order, authorizing the Debtor to sell or transfer certain
miscellaneous assets pursuant to the procedures set forth in the
Miscellaneous Asset Sale Order. Pursuant to that Order, the Debtor
proposes to sell the Liquor License to the Buyer pursuant to the
Purchase Agreement.
The Debtor proposes to sell the Liquor License to the Buyer on an
"as is, where is" basis, free and clear of all liens, claims,
interests, and encumbrances.
A copy of the Purchase Agreement and Miscellaneous Asset Sale Order
attached to the Notice is available for free at:
http://bankrupt.com/misc/Fresh_&_Easy_2182_Sales.pdf
The known parties holding liens or other interest in the Liquor
License are: (i) Wells Fargo Bank, National Association; (ii)
Womble Carlyle Sandridge & Rice LLP; (iii) California Department of
Alcoholic Beverage Control Headquarters; (iv) California State
Board of Equalization; (v) John McGrath Family Partnership; (vi)
Raznick Realty Group; (vii) Lowthorpe, Richards, McMillan, Miller &
Templeman, P.C.; (viii) Musick, Peeler and Garrett LLP; and (ix)
Dean Vasquez.
If no objections are received by the Debtor by the Objection
Deadline, then the Debtor may proceed with the proposed sale in
accordance with the terms of the Miscellaneous Asset Sale Order.
About Fresh & Easy
Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 15-12220) on Oct. 30, 2015. The petition was signed
by Peter McPhee, the CFO. The Debtor estimated assets of $10
million to $50 million and liabilities of at least $100 million.
Judge Christopher S. Sontchi is assigned to the case.
The Debtor has engaged Norman L. Pernick, Esq., Kate J. Stickles,
Esq., and David W. Giattino, Esq., at Cole Schotz P.C. as counsel;
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent; DJM
Realty Services, LLC; and CBRE Group, Inc., as real estate
consultants; and FTI Consulting, Inc., as restructuring advisors.
The official committee of unsecured creditors hired Fox Rothschild
LLP and ASK LLP as counsel.
* * *
The Debtor has undertaken the process of liquidating the estate's
assets located at its retail locations and distribution center
with the assistance of Hilco Merchant Resources, LLC, and
Industrial Assets Corp., respectively, has engaged DJM Realty
Services, LLC, and CBRE, Inc., to market its leasehold interests,
and has recently engaged Hilco Streambank to assist with the
disposition of its intellectual property.
As part of the claims process, a bar date of Feb. 19, 2016, was
established by the Court for creditor claims.
On February 1, 2017, the Debtor and the unsecured creditors'
committee filed a joint Chapter 11 plan of liquidation and
disclosure statement.
GANDER MOUNTAIN: CPO Files Report Related to Protection of PII
--------------------------------------------------------------
Lucy L. Thomson, the appointed Consumer Privacy Ombudsman for
Gander Mountain Company and Overton's Inc., has filed a Report
advising the U.S. Bankruptcy Court for the District of Minnesota on
the issues related to the protection of the privacy of personally
identifiable information of the customers of the Debtors.
According to the Report, the CPO understood that the proposed Buyer
is in the process of determining how its new business will be
structured. As decisions are made in the coming weeks about how
notice of the bankruptcy sale will be given to the Debtors'
customers and what amendments will be made to the Debtors' privacy
policy, the CPO recommended that the Court should be advised so
that transparency is maintained and appropriate protection of the
privacy interests of the Debtors' customers is ensured.
Moreover, the CPO noted that the Court should identify and
implement a process to ensure that an appropriate notice of the
sale is developed and sent to the Debtors' customers and is placed
conspicuously on available websites of the business entities
involved in the sale and that any amendments to the Debtors'
privacy policy comply with applicable laws and fair information
practice principles.
Therefore, the CPO concluded that the issues related to the sale of
the personally identifiable consumer records of the Debtors
required under sections 332 and 363 of the Bankruptcy Code have
been addressed and are presented in the CPO Report for
consideration by the Court.
A full-text copy of the CPO Report is available for free at:
http://bankrupt.com/misc/mnb17-30673-657.pdf
About Gander Mountain
Gander Mountain Company operates outdoor specialty stores dedicated
for shooting sports, hunting, fishing, camping, marine, apparel,
footwear, and outdoor lifestyle products. Its subsidiary
Overton's, Inc. is a catalog and internet retailer of products for
the recreational boater and other water sports enthusiasts at
http://www.Overtons.com/
Gander Mountain and Overton's Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and
17-30675) on March 10, 2017. The petitions were signed by Timothy
Becker, Executive VP of Lighthouse Management Group, Inc., as CRO.
The cases are assigned to Judge Michael E. Ridgway.
At the time of the filing, the Debtor estimated its assets and
debts at $500 million to $1 billion.
The Debtors' advisors in the restructuring are Fredrikson & Byron,
PA, which serves as legal counsel; Lighthouse Management Group,
chief restructuring officer; Hilco Real Estate LLC, real estate
advisor; and Faegre Baker Daniels LLP, special corporate counsel.
Donlin, Recano & Company Inc. is the Debtors' claims, noticing and
balloting agent. Houlihan Lokey Capital Inc. serves as the Debtors'
Investment Banker.
On March 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee members
are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson
Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor
Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe
and Security Products, Inc.; and (9) DDR Corp.
The Committee hired Jeffrey Cohen, Esq. at Lowenstein Sandler LLP
as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and
Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel.
GENESIS DME: Exclusive Plan Filing Period Extended Through July 8
-----------------------------------------------------------------
Judge John S. Dalis of the U.S. Bankruptcy Court for the Southern
District of Georgia extended the exclusivity period for Genesis
DME, Inc. to file a Chapter 11 Plan and Disclosure Statement and to
obtain acceptances of that plan through July 8, 2017 and September
6, 2017, respectively.
About Genesis DME
Genesis DME, Inc. filed a Chapter 11 petition (Bankr. S.D. Ga. Case
No. 16-50791), on November 10, 2016. The Petition was signed by
Donnie L. Streat, Sr., president. The case is assigned to Judge
John S. Dalis. The Debtor is represented by James C. McCallar, Jr.,
Esq. at the McCallar Law Firm. At the time of filing, the Debtor
had estimated $1 million to $10 million in both assets and
liabilities.
GENTLEPRO HOME: Allowed to Use IRS Cash Collateral Until May 25
---------------------------------------------------------------
Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern
District of Illinois entered an order approving Gentlepro Home
Health Care, Inc.'s use of the cash collateral of the Internal
Revenue Service on an interim basis until May 25, 2017.
The Debtor has acknowledged that there exists a valid lien upon its
assets, and the cash proceeds thereof by the IRS who holds a
security interest in substantially all the assets of the Debtor by
way of a federal tax lien duly filed of which the amount of $86,352
is still due and owing, as of the Petition Date.
The Debtor is unable to obtain credit allowable under the Code, and
as such, an immediate need exists for the Debtor to use the
prepetition collateral, including the cash collateral in order to
continue its business operations.
The IRS is unwilling to permit the use of any of its collateral
without the protection afforded by the Code. Accordingly, the IRS
will receive a security interest in and replacement lien upon all
of the Debtor's now or hereafter acquired property, real or
personal, whether in existence before or after the Petition Date
including, without limitation, accounts receivable, inventory,
machinery and equipment, and the proceeds and products thereof, to
the extent actually used and for the diminution in value of the
IRS' collateral. Such replacement lien will be the same lien as
existed as the prepetition valid liens of record. The IRS will
also receive from the Debtor, interim monthly adequate protection
payments in the amount of $1,500.
In addition to and as a supplement to the foregoing protections,
the Debtor will maintain insurance covering the full value of all
collateral, and will permit on site inspection of such collateral,
policies of insurance, and financial statements, including monthly
operating reports. Moreover, the Debtor will maintain a separate
operating account, where the Debtor will deposit and maintain all
cash and all proceeds of accounts receivable, inventory, contract
rights, and general intangibles.
The final hearing on the use of cash collateral will take place on
May 25, 2017 at 5:00 p.m.
A full-text copy of the Interim Order, dated May 3, 2017, is
available at https://is.gd/r5e0L3
About Gentlepro Home Health Care
Gentlepro Home Health Care, Inc., filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 17-11377). The petition was signed by
Edith Querubin, President. The case is assigned to Judge Janet S.
Baer. The Debtor is represented by Joshua D. Greene at the firm of
Springer Brown, LLC. At the time of filing, the Debtor had $50,000
to $100,000 in estimated assets and $100,000 to $500,000 in
estimated liabilities.
GILLESPIE OFFICE: Needs Until July 31 to Solicit Plan Acceptances
-----------------------------------------------------------------
Gillespie Office and Systems Furniture, Inc. requests the U.S.
Bankruptcy Court for the District of Nevada to extend the exclusive
period to solicit acceptances to the Debtor's plan from June 1,
2017 to July 31, 2017.
The Debtor notes that the Court on December 22, 2016, entered an
Order extending the exclusivity deadline to June 1, 2017.
The Debtor submits that it has filed its Disclosure Statement on
March 15, 2017, and during the hearing on the Disclosure Statement
on May 3, 2017, the Court has verbally approved the Disclosure
Statement and has set a confirmation hearing on the Plan for July
10.
Accordingly, the Debtor requests an additional extension of
exclusivity through July 31, 2017 so that the confirmation hearing
can be held during the exclusivity period. In addition, the Debtor
is seeking a short extension in order to successfully continue with
its Plan and Disclosure Statement as reviewed by this Court.
About Gillespie Office and Systems Furniture
Gillespie Office and Systems Furniture, Inc., does business as A&B
Printing, located at 2908 South Highland Drive, Set. B, Las Vegas,
Nevada. The Company has been providing printing and mailing
services to customers in Las Vegas since 1979.
Gillespie Office and Systems Furniture filed a Chapter 11
bankruptcy petition (Bankr. D. Nev. Case No. 16-11943) on April 11,
2016. The petition was signed by Kathleen L. Gillespie, president.
The Debtor estimated assets and liabilities at $500,001 to $1
million at the time of the filing.
Morris, Polich & Purdy serves as bankruptcy counsel to the Debtor
in place of the law firm of Larson and Zirzow, effective as of June
17, 2016. Levy Law, LLC serves as special counsel while Holland &
Hart serves as insurance defense litigation counsel to the Debtor.
Serl, Keefer, Welter CPAs, LLP has been tapped as accountant.
No request has been made for the appointment of a trustee or
examiner, and no official committees have been appointed in this
Chapter 11 Case.
GOODMAN NETWORKS: Court OKs Disclosures, Confirms Plan
------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving Goodman Networks' Disclosure Statement and
concurrently confirming the Amended Joint Prepackaged Chapter 11
Plan of Reorganization. As previously reported, "On the Effective
Date, Secured Notes Claims shall be Allowed in the aggregate
principal amount of $325,000,000, plus any accrued but unpaid
interest, fees, and other expenses arising under or in connection
with the Secured Notes Indentures. On the Effective Date,
Reorganized Goodman shall (i) issue New PIK Preferred Stock with an
initial aggregate liquidation value of $80 million to the Holders
of the Secured Notes Claims, (ii) issue the New PIK Preferred Stock
with an initial liquidation value of $20 million to the Goodman MBE
Group Entity, and (iii) reserve the New PIK Preferred Stock with an
initial liquidation value of $5 million for the Management
Incentive Plan. All of the New PIK Preferred Stock issued under the
Plan shall be duly authorized, validly issued, fully paid, and
non-assessable."
BankruptcyData noted that "The Plan provides for a comprehensive
restructuring of the Company's obligations, preserves the
going-concern value of the Company's business, maximizes recoveries
available to all constituents, provides for an equitable
distribution to the Company's stakeholders, and protects the jobs
of more than 3,400 employees. General Unsecured Claims Holders will
receive either: payment in cash in the ordinary course of business
in accordance with the terms and conditions of the particular
transaction giving rise to such Allowed Claim; or payment in cash,
including interest, if applicable, as required by contract or
applicable law, in an amount equal to such Allowed Claim, upon the
later of the Effective Date, the date on which such Claim becomes
an Allowed Claim, or such other date as may be ordered by the
Bankruptcy Court, for a 100% rate of recovery."
About Goodman Networks
Goodman Networks, along with two of its affiliates, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 17-31575) on March 13, 2017, citing
decreased demands for its services and increased debt as a result
of a series of strategic acquisitions in 2013. The Debtors
commenced the Chapter 11 cases after reaching an agreement with 75%
noteholders and 80% shareholders on the terms of a comprehensive
balance-sheet restructuring. The Debtors, which provide end-to-end
network infrastructure and professional services to
telecommunications industry, and installation and maintenance
services for satellite communications, have $325 million of
outstanding debt in the form of 12.125% senior secured notes due
July 2018, as disclosed in the bankruptcy filing.
In its petition, Goodman Networks estimated $100 million to $500
million in both assets and liabilities. The petitions were signed
by John Debus, interim chief financial officer.
The Debtors have hired Kirkland & Ellis LLP as general counsel,
Haynes and Boone, LLP as local counsel, Jefferies LLC as financial
advisor, FTI Consulting, Inc. as restructuring advisor, June Creek
Interests as crisis manager and Kurtzman Carson Consultants, LLC as
noticing, claims and balloting agent.
On the Petition Date, the Debtors filed a plan of reorganization
and related disclosure statement. Under the Plan, the secured
notes claims of $325 million will receive their pro rata share of
$25 million in cash, $112.5 million of new 8% senior secured notes
due 2022, new payment-in-kind preferred stock in reorganized
Goodman having an initial liquidation value of $80 million and
shares of new common stock in Reorganized Goodman representing 42%
of the common stock of Reorganized Goodman on the Effective Date.
All holders of existing Goodman Interests will maintain ownership
(on a pro rata basis) of 7.9 percent of the common stock in
Reorganized Goodman. General unsecured claims will be paid in full
in cash. Administrative claims, priority tax claims and secured
claims will be paid in full in cash.
The Plan will be funded from cash on hand and issuance and
distribution of the New Secured Notes, issuance and distribution
of the New PIK Preferred Stock and issuance and distribution of the
New Common Stock and dilution of interests in Goodman.
In conjunction with the RSA and the Debtors' prepetition
solicitation process, the Debtors also engaged with MidCap
Financial Trust, the administrative agent and lender, regarding
The treatment of the Debtors' prepetition revolving credit
facility. After good-faith negotiations, the Credit Facility
Lender agreed to forbear from exercising remedies with respect to
certain defaults in return for the pay-down of all outstanding
amounts under the Credit Facility on March 8, 2017. In addition,
the Credit Facility Lender has committed to provide a $25 million
post-emergence revolving credit facility on substantially the same
terms as the prepetition Credit Facility. The Exit Facility will
ensure that the Debtors' reorganized balance sheet is appropriately
capitalized.
On a post-reorganization basis, the transactions in the Plan would
result in a reduction of outstanding funded indebtedness by more
than $212.5 million as well as significantly reducing interest
expense.
Counsel to the Consenting Noteholders are Michael S. Stamer, Esq.,
Meredith Lahaie, Esq., and Sara Lynne Brauner, Esq. of Akin Gump
Strauss Hauer & Feld LLP.
GOODMAN NETWORKS: Reaches Claims Deals with AT&T & Tx Comptroller
-----------------------------------------------------------------
BankruptcyData.com reported that Goodman Networks filed with the
U.S. Bankruptcy Court an emergency motion for entry of an order (a)
approving a settlement by and between the Debtors and AT&T and (b)
approving the settlement by and between the Debtor and the
Comptroller of the State of Texas. The motion notes, "...[T]he
State of Texas has asserted approximately $35,734,485 in claims
(including interest and penalties) against the Debtors on account
of certain state and local sales and use taxes (collectively,
including any unliquidated amounts, the 'Disputed Texas Tax
Liability'). Article IX.A.4 of the Plan provides, as a condition
precedent to the effectiveness of the Plan, that 'all tax
liabilities asserted against the Debtors in the amount of $5
million or greater have been resolved in a manner acceptable to the
Debtors and the Required Consenting Noteholders.'. . . Under the
Texas Settlement and the AT&T Settlement, the Debtors' maximum
contribution to a resolution of the Disputed Texas Tax Liability
with Texas will be an approximate $4.9 million cash payment from
existing liquidity."
According to BankruptcyData.com, the Debtors also filed with the
Court a motion to file under seal certain portions of these
proposed settlements, explaining "The Debtors, AT&T, and the State
of Texas consider certain terms of these settlements, and the
parties' respective contributions towards payment of the Disputed
Texas Tax Liability, to be sensitive confidential information.
Maintaining the confidentiality of this information was part of the
agreements reached in negotiating these settlements. If the Debtors
are required to disclose this information in connection with the
filing of the 9019 Motion, these settlements could be jeopardized
and could result in significant harm to the Debtors' estates, AT&T,
and Texas."
About Goodman Networks
Goodman Networks, along with two of its affiliates, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 17-31575) on March 13, 2017, citing
decreased demands for its services and increased debt as a result
of a series of strategic acquisitions in 2013. The Debtors
commenced the Chapter 11 cases after reaching an agreement with 75%
noteholders and 80% shareholders on the terms of a comprehensive
balance-sheet restructuring. The Debtors, which provide end-to-end
network infrastructure and professional services to
telecommunications industry, and installation and maintenance
services for satellite communications, have $325 million of
outstanding debt in the form of 12.125% senior secured notes due
July 2018, as disclosed in the bankruptcy filing.
In its petition, Goodman Networks estimated $100 million to $500
million in both assets and liabilities. The petitions were signed
by John Debus, interim chief financial officer.
The Debtors have hired Kirkland & Ellis LLP as general counsel,
Haynes and Boone, LLP as local counsel, Jefferies LLC as financial
advisor, FTI Consulting, Inc. as restructuring advisor, June Creek
Interests as crisis manager and Kurtzman Carson Consultants, LLC as
noticing, claims and balloting agent.
On the Petition Date, the Debtors filed a plan of reorganization
and related disclosure statement. Under the Plan, the secured
notes claims of $325 million will receive their pro rata share of
$25 million in cash, $112.5 million of new 8% senior secured notes
due 2022, new payment-in-kind preferred stock in reorganized
Goodman having an initial liquidation value of $80 million and
shares of new common stock in Reorganized Goodman representing 42%
of the common stock of Reorganized Goodman on the Effective Date.
All holders of existing Goodman Interests will maintain ownership
(on a pro rata basis) of 7.9 percent of the common stock in
Reorganized Goodman. General unsecured claims will be paid in full
in cash. Administrative claims, priority tax claims and secured
claims will be paid in full in cash.
The Plan will be funded from cash on hand and issuance and
distribution of the New Secured Notes, issuance and distribution
of the New PIK Preferred Stock and issuance and distribution of the
New Common Stock and dilution of interests in Goodman.
In conjunction with the RSA and the Debtors' prepetition
solicitation process, the Debtors also engaged with MidCap
Financial Trust, the administrative agent and lender, regarding
The treatment of the Debtors' prepetition revolving credit
facility. After good-faith negotiations, the Credit Facility
Lender agreed to forbear from exercising remedies with respect to
certain defaults in return for the pay-down of all outstanding
amounts under the Credit Facility on March 8, 2017. In addition,
the Credit Facility Lender has committed to provide a $25 million
post-emergence revolving credit facility on substantially the same
terms as the prepetition Credit Facility. The Exit Facility will
ensure that the Debtors' reorganized balance sheet is appropriately
capitalized.
On a post-reorganization basis, the transactions in the Plan would
result in a reduction of outstanding funded indebtedness by more
than $212.5 million as well as significantly reducing interest
expense.
Counsel to the Consenting Noteholders are Michael S. Stamer, Esq.,
Meredith Lahaie, Esq., and Sara Lynne Brauner, Esq. of Akin Gump
Strauss Hauer & Feld LLP.
GRANDPARENTS.COM INC: Bid Procedures Approved; June 2 Auction Set
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Grandparents.com Inc.'s emergency motion for bidding procedures,
form and manner of sale notices and scheduling sale hearing date.
As previously reported, "Subject to Court approval, the Debtors
have entered into an asset purchase agreement (the 'APA') dated as
of April 14, 2017 between the Debtors as sellers and VB Funding, as
buyer (the 'Stalking Horse' or 'Stalking Horse Bidder'), providing
for the Debtors to sell and the Stalking Horse to purchase the
assets, the 'Purchased Assets' for a credit bid of $2,000,000.
Further, the Stalking Horse should have a valid, unavoidable first
position security interest ($9,827,621.96) in all of the Debtors'
assets and has the absolute right to Credit Bid. The Debtors
respectfully request that the Court approve expedited bidding
procedures at a preliminary hearing no later than April 24, 2017 in
connection with the sale of the assets. The bid deadline shall be
May 31, 2017. The Auction shall take place at June 2, 2017. A Final
Sale hearing shall be conducted by the Court on June 2, 2017."
About Grandparents.com, Inc.
New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its Web site, http://www.grandparents.com/,
serves the age 50+ demographic market. The website offers
activities, discussion groups, expert advice and newsletters that
enrich the lives of grandparents by providing tools to foster
connections among grandparents, parents, and grandchildren.
Granparents.com, Inc. and Grand Cards LLC filed separate Chapter 11
petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704,
respectively) on April 14, 2017. The petitions were signed by
Joshua Rizack, chief restructuring officer, The Rising Group
Consulting, Inc. The Hon. Laurel M. Isicoff presides over the
cases.
The Debtors listed combined assets of $1 million and combined
liabilities of $24.9 million.
The Debtors are represented by Steven R. Wirth, Esq. and Eyal
Berger, Esq., at Akerman LLP.
GRANDPARENTS.COM INC: Filed 1st Amendment to Asset Sale Deal
------------------------------------------------------------
BankruptcyData.com reported that Grand Card LLC filed with the U.S.
Bankruptcy Court a first amendment to the asset purchase agreement
(APA) proposed for Grandparents.com Inc. The amendment notes, "The
definition of 'DIP Loan' appearing in Section 1.1 of the Original
Asset Purchase Agreement is hereby amended and restated to read in
its entirety as follows: 'DIP Loan' means the debtor-in-possession
financing created by the DIP Order by converting the availability
of loan proceeds under the Existing Loan to such
debtor-in-possession financing." (b) Section 2.4 of the Original
Asset Purchase Agreement is hereby amended, such that the phrase
'which represents all of the debt and accrued interest thereon
outstanding under the Existing Loan' shall be amended to read
'which represents a portion of the debt and accrued interest
thereon outstanding under the DIP Loan and the Existing Loan'. (c)
Schedule 3.6 of the Original Asset Purchase Agreement is hereby
amended and restated to read in its entirety as Schedule 3.6 -
assigned contracts."
About Grandparents.com, Inc.
New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its Web site, http://www.grandparents.com/,
serves the age 50+ demographic market. The website offers
activities, discussion groups, expert advice and newsletters that
enrich the lives of grandparents by providing tools to foster
connections among grandparents, parents, and grandchildren.
Granparents.com, Inc. and Grand Cards LLC filed separate Chapter 11
petitions (Bankr. S.D. Fla. Case Nos. 17-14711 and 17-14704,
respectively) on April 14, 2017. The petitions were signed by
Joshua Rizack, chief restructuring officer, The Rising Group
Consulting, Inc. The Hon. Laurel M. Isicoff presides over the
cases.
The Debtors listed combined assets of $1 million and combined
liabilities of $24.9 million.
The Debtors are represented by Steven R. Wirth, Esq. and Eyal
Berger, Esq., at Akerman LLP.
GREAT FALLS DIOCESE: Sale of Billings Property for $1.3M Approved
-----------------------------------------------------------------
Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District
of Montana authorized the private sale by Roman Catholic Bishop of
Great Falls, Montana, a Montana Religious Corporation Sole (Diocese
of Great Falls-Billings) of the Holy Rosary Church and School real
property located at 521 Custer Ave., Billings, Yellowstone County,
Montana, to Head Start, Inc., for $1,250,000.
After payment of costs of title insurance and closing costs, all
net sale proceeds will be paid to the Diocese and be deposited in a
trust account, separate from all other DIP accounts, and that said
sale proceeds will not be withdrawn from that account without
further order of the Court.
About The Roman Catholic Bishop
of Falls, Montana
The Roman Catholic Bishop of Falls, Montana, a Montana Religious
Corporate Sole, aka Diocese of Great Falls-Billings --
http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy
petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017.
The Hon. Benjamin P. Hursh presides over the case.
Bruce Alan Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott
& MacDonald, CHTD.; and Gregory J. Hatley, Esq., at Davis Hatley
Haffeman & Tighe PC, serve as counsel to the Debtor.
In its petition, the Debtor listed $20.75 million in total assets
and $14.78 million in total liabilities. The petition was signed
by Michael W. Warfel, Bishop.
GURKARN DIAMOND: Has Interim OK to Use Cash Collateral Until June 6
-------------------------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas entered a fourth agreed interim order authorizing
Gurkarn Diamond Hotel Corporation to use cash collateral until the
final hearing which will be held on June 6, 2017 at 1:30 p.m.
Substantially all of the Debtor's assets are subject to the
prepetition liens of U.S. Bank National Association, as Trustee for
the Registered Holders of LB-UBS Commercial Mortgage 2008-C2
Commercial Mortgage Pass-Through Certificates Services 2008-C1 and
its special servicer, CWCapital Asset Management, LLC, including
liens on room rents.
The Debtor says an immediate and critical need exists for the
Debtor to obtain funds in order to continue the operation of its
business. Without such funds, the Debtor will not be able to pay
its payroll and other direct operating expenses and obtain goods
and services needed to carry on its business during this sensitive
period in a manner that will avoid irreparable harm to the Debtor's
estate.
Judge Davis held that at this time, the Debtor's ability to use
cash collateral is vital to the confidence of the Debtor's vendors
and suppliers of the goods and services, to the customers and to
the preservation and maintenance of the going concern value of the
Debtor's estate. Consequently, he approved the Budget which
provides total operating expenses of approximately $118,378 for the
month of May 2017, and $126,804 for the month of June 2017.
U.S. Bank is granted valid, binding, enforceable, and perfected
liens co-extensive with U.S. Bank's prepetition liens in all
currently owned or hereafter acquired property and assets of the
Debtor, of any kind or nature, whether real or personal, tangible
or intangible, wherever located, now owned or hereafter acquired or
arising and all proceeds and products, including, without
limitation, all accounts receivable, general intangibles,
inventory, and deposit accounts.
In addition, U.S. Bank is granted first priority replacement liens
and security interests, having priority over all other creditors,
against the Debtor's room rents originating post-petition and any
and all cash or other proceeds from those receivables on a
dollar-for-dollar basis for each dollar of prepetition cash or
accounts receivable used by Debtor, to secure all of U.S. Bank's
allowed claims, including post-petition interest and attorneys'
fees.
Furthermore, Judge Davis directed the Debtor to, among other
things:
(a) pay to U.S. Bank the amount of $15,000 on May 5, 2017 and
the amount of $20,000 on June 5, 2017 for adequate protection,
which U.S. Bank may allocate first to accrued interest and then to
principal in its sole discretion;
(b) deposit all its cash accounts and all its post-petition
accounts receivable collections in a separate cash collateral
account, being the Debtor's debtor-in-possession account;
(c) account each month to U.S. Bank for all funds received;
(d) maintain insurance on U.S. Bank's collateral and pay taxes
when due; and
(e) deliver a copy of its Monthly Operating Report to U.S.
Bank's counsel each month for the prior month.
A full-text copy of the Fourth Agreed Interim Order, dated May 4,
2017, is available at https://is.gd/Z3RQ3T
US Bank National Association is represented by:
Steven R. Smith, Esq.
Perkins Coie LLP
500 N. Akard Street, Suite 3300
Dallas, TX 75201
About Gurkarn Diamond Hotel
Gurkarn Diamond Hotel Corporation, doing business as Quality Suites
Hotel, filed a chapter 11 petition (Bankr. W.D. Tex. Case No.
16-70183) on Nov. 14, 2016. The case is assigned to Judge Ronald
B. King. Satinder S. Gill, partner member, signed the petition.
The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the filing.
HARRINGTON & KING: Can Continue Using Cash Collateral Until May 12
------------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois entered an Agreed Order extending
Harrington & King Perforating Co. and Harrington & King South
Inc.'s authority to use cash collateral through May 12, 2017.
The Debtors and Inland Bank & Trust have agreed to the continued
use of cash collateral under the Agreed Ninth Interim Cash
Collateral.
The hearing on the Debtor's motion to use cash collateral is
continued to May 11, 2017 at 10:00 a.m.
A full-text copy of the Agreed Order, dated May 4, 2017, is
available at https://is.gd/ncAUzg
About The Harrington & King Perforating
The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. are in the business of manufacturing perforating metal
sheets and rolled coils of varying gauges and types to produce hole
patterns of various sizes, shapes, and spacing. Most of the work is
done to customer specifications and consists of high value-added
jobs, not typical of most metal punching. The products are used in
automotive, acoustics, architecture, food and pharmaceutical
straining and filtering, interior design, manufacturing, safety
flooring, pollution control, transportation and mining cleaning and
grading, electronics and other fields.
The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7,
2016. The petitions were signed by Greg McCallister, chief
restructuring officer and chief operating officer. The cases are
jointly administered under Case No. 16-15650.
The Debtors each estimated assets and liabilities in the range of
$1 million to $10 million.
The cases are assigned to Judge Deborah L. Thorne.
The Debtors engaged William J. Factor, Esq., at The Law Office of
William J. Factor, Ltd., as bankruptcy counsel. The Debtors tapped
Patricia A. Shlonsky, Esq., and Ulmer & Berne LLP as Special
Counsel; Miles P. Cahill, Esq. at Spiegel & Cahill, P.C. as Special
Workers' Compensation Counsel; Vito Mitria and the Beacon
Management Advisors LLC as Financial Advisor; Larry Goldwasser and
Cushman & Wakefield of Illinois, Inc. as real estate broker.
The Official Committee of Unsecured Creditors of The Harrington &
King Perforating Co., Inc. and Harrington & King South Inc. retains
Thomas R. Fawkes, Esq. and Brian J. Jackiw, Esq. of Goldstein &
McClintock LLLP as its legal counsel. The Committee tapped John B.
Pidcock and Conway MacKenzie, Inc. as its financial advisor.
HORISONS UNLIMITED: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Horisons Unlimited
936 W. Main Street
Merced, CA 95340
Case No.: 17-11824
Business Description: Horisons Unlimited -- http://www.huhc.org/
-- is a Christian faith based nonprofit
healthcare organization serving the needs of
the communities in the Central Valley.
It offers family practice, pediatrics,
OB/GYN Hepatitis C - comprehensive
treatment, general dentistry and
orthodontics, pain management,
integrative medicine and chiropractic
services. The Company also offers House
Call services for those who need medical
attention but are unable to get
transportation to come to its clinics.
Chapter 11 Petition Date: May 10, 2017
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Judge: Hon. Fredrick E. Clement
Debtor's Counsel: Cecily A. Dumas, Esq.
PILLSBURY WINTHROP SHAW PITTMAN LLP
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111
Tel: 415-983-1641
E-mail: Cecily.dumas@pillsburylaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel R. Kazakos, chief financial
officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb17-11824.pdf
HOSTESS BRANDS: S&P Affirms 'B+' CCR; Outlook Remains Stable
------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Kansas City, Mo.-based Hostess Brands Inc. and revised its
assessment of the company's financial policy to neutral from
financial sponsor-5. The rating outlook remains stable.
"Our revised financial policy assessment is based on the company's
financial sponsor, Apollo Global Management, selling down its stake
to less than 1% from 17%," said S&P Global Ratings credit analyst
Amanda O'Neill. The sell-down results in financial sponsors owning
32% from 50%, which is less than S&P's 40% threshold for its
financial sponsor designation. Pro forma for the sell-down,
existing sponsors Metropoulos & Co. will own 23%, Apollo less than
1%, and The Gores Group will own 8.4%.
HUMBLE SURGICAL: Continues to Struggle with Low Patient Volumes
---------------------------------------------------------------
Susan N. Goodman, RN JD, the Patient Care Ombudsman appointed for
Humble Surgical Hospital, LLC, et al., filed a First Interim Report
before the U.S. Bankruptcy Court for the Southern District of Texas
on May 3, 2017.
The Report provides that, while the Debtor is maintaining patient
care quality with a limited, dedicated team that meets the general
hospital licensure requirements, low patient volumes with supply
strain seem to provide a very limited window to effect the Debtors'
reorganization.
Moreover, the Report provides that, in an effort to reduce
additional administrative burden, the PCO will work to establish
regular remote contact with the clinical leadership and will plan
on filing a remote supplemental or second report, as needed, so
long as current critical staff remains in place.
Lastly, the PCO noted to closely monitor the staff departures in
materials, laboratory, pharmacy, and/or clinical leadership while
all remaining Debtors' team members must be commended for being
critical and essential.
A full-text copy of the PCO Report is available for free at:
http://bankrupt.com/misc/txsb17-31078-171.pdf
About Humble Surgical Hospital
Headquartered in Houston, Texas, Humble Surgical Hospital, LLC,
operates as a multi-specialty surgical hospital. It offers
surgical services in the areas of ENT, orthopedics, ophthalmology,
podiatry, plastics, pain management, chiropractics, spine, and
gastroenterology. The company was founded in 2009 and is based in
Humble, Texas.
Humble Surgical Hospital LLC, Humble Surgical Holdings LLC, K & S
Consulting ASC LP, and K&S Consulting Management LLC filed separate
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
17-31078 to 17-31081)on Feb. 24, 2017. The petitions were signed
by Jeffrey M. Anapolsky, chief restructuring officer.
Humble Surgical Hospital hired Edward L. Rothberg, Esq., at Hoover
Slovacek LLP as legal counsel.
Humble Surgical Hospital estimated its assets at between $10
million and $50 million and its liabilities at between $50 million
and $100 million. Humble Surgical Holdings estimated its assets at
up to $50,000 and liabilities at between $1 million and $10
million.
Judge David R. Jones presides over the cases. BVA Group
Restructuring And Advisory LLC is the Debtors' financial advisor.
HUNTWICKE CAPITAL: Accumulated Deficit Casts Going Concern Doubt
----------------------------------------------------------------
Huntwicke Capital Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $77,950 on $96,417 of revenue for the three-months
ended October 31, 2016, compared to a net loss of $91,103 on
$64,017 of revenue for the same period in 2015.
The Company's balance sheet at October 31, 2016, showed $5.20
million in total assets, $2.01 million in total liabilities, and a
total stockholders' equity of $3.18 million.
At October 31, 2016, the Company has an accumulated deficit of
$824,456 and incurred a net loss of $117,362 for the six-month
period ended October 31, 2016. The Company expects to incur
further losses in the development of its business, all of which
casts substantial doubt about the Company's ability to continue as
a going concern. Its ability to continue as a going concern is
dependent upon its ability to generate future profitable operations
and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations
when they come due.
The Company has generated minimal revenues and has incurred losses
since inception. Accordingly, the Company will be dependent on
future additional financing in order to finance operations and
growth.
A copy of the Form 10-Q is available at:
http://bit.ly/2pWZkjf
Huntwicke Capital Group Inc., formerly known as Magnolia Lane
Income Fund, was incorporated in the state of Delaware on May 12,
2009. The Company was formed to commence business as a stock agent
in the wool trade. Huntwicke Capital Group is headquartered in
Topsfield, Mass.
ILPEA PARENT: S&P Assigns 'B' CCR on Unit Redemptions
-----------------------------------------------------
S&P Global Ratings assigned its 'B' long-term corporate credit
rating to U.S.-based magnetic gaskets manufacturer Ilpea Parent
Inc. The outlook is stable.
At the same time, S&P assigned its 'B' issue rating to the senior
secured debt facilities ($225 million term loan B and $25 million
revolving credit facility [RCF], all senior secured and ranking
pari passu). S&P's '3' recovery rating on these facilities
reflects the relatively low amount of prior-ranking liabilities and
S&P's expectation of meaningful recovery (50%-70%; rounded estimate
50%) for shareholders in a payment default.
These ratings are in line with the preliminary ratings S&P assigned
on Feb. 10, 2017.
Ilpea completed the refinancing of its existing debt alongside the
redemption of preferred units formerly held by Neuberger Berman,
management, and Intesa San Paolo--totaling EUR98 million--with an
eye to further streamline its ownership structure.
As part of the transaction, the group syndicated a six-year $225
million term loan B and a five-year $25 million RCF that remained
undrawn upon closing. The funds raised, together with the
outstanding cash on the balance sheet, were allocated to the just
more than EUR107 million refinancing of existing debt and the EUR98
million redemption of preferred units (the residual amount being
entitled to transaction costs).
S&P assesses this transaction as relatively aggressive, since the
bulk of unitholders were entitled to broadly 47% of the cash
proceeds. In addition, it occurred in the wake of EUR53 million
extracted to evenly benefit ordinary shareholders and preferred
unitholders in 2016.
The final terms slightly differ from S&P's base-case scenario
including: there is only one U.S. dollar-denominated tranche,
maturity has been brought forward by one year, pricing is 50 basis
points higher, and minimum interest coverage covenant (in lieu of a
fixed-charge coverage ratio) has been implemented. However, the
impact on S&P's ratios is marginal.
S&P considers the transaction benefits the company's ultimate
capital structure given that it aims for a redemption of the
majority of preferred unit classes implemented in 2004 and 2009
that accrued at the aggressive compound rate of 18% per year.
S&P understands that all stakeholders agreed on the conversion of
the outstanding EUR37 million preferred units into preference
shares with no maturity, structurally subordinated to the debt
capital structure, with no voting rights, no financial covenants,
no security package, and no accruing interest. The finalization is
ongoing and should be closed within the next few weeks. This leads
S&P to treat this instrument as equity, given that the company is
effectively controlled by its management.
Ilpea is a global leading manufacturer of magnetic gaskets and
extruded and injected rubber and plastic products for the consumer
appliance industry and an innovative leader in extruded plastic and
other products for the automotive and building industries.
Headquartered in Italy, Ilpea operates in 13 countries through its
32 plants worldwide. The company generated sales of about
EUR344 million and EBITDA of EUR53 million in fiscal year 2016
(ended Oct. 31), which represents a compound annual growth rate of
3.9% in revenues and 5.1% in EBITDA since 2010.
Since its inception in the late 1960s, the group has progressively
extended its geographic spread and product mix to become a supplier
for blue chip appliances manufacturers (such as Whirlpool and
Electrolux), automotive manufacturers (such as Volkswagen and
Chrysler) or original equipment manufacturers (such as SKF).
S&P's assessment of the company's business risk profile is
constrained by its small size compared with other capital goods
companies, with revenues of less than EUR400 million and EBITDA of
about EUR50 million. This, together with the heavy customer
concentration (its top three customers account for broadly 50% of
its revenues), could expose Ilpea to operating risk in case of
particularly adverse market conditions, in S&P's view. S&P
believes the company has less negotiating power than its larger
blue chips customers whose more dominant positions allow them to
define trading terms.
Despite such weaknesses, Ilpea has sustainably delivered EBITDA
margins in mid-teen percentages on an adjusted basis. This decent
profitability, mostly fueled by its core and more profitable
appliance segment, stems from the three-to-five-year average tenure
of its contracts, alongside its ability to index raw-materials
inflation through pass-through mechanisms. In S&P's view, the
EBITDA margin erosion noticed during 2013-2014 was transitory. At
the time, the group faced unfavorable exchange rates, various
inefficiencies in Brazil and the U.S.--since addressed--and was
also restructuring and starting up new plants in Morocco, South
Africa, Brazil, and Mexico to take advantage of local volumes and
lower labor costs. Furthermore, on the strength of its leading
market position (more than 80% share in the magnetic gasket market
in the U.S., Europe, and Brazil) and 20 patented products, Ilpea
maintained long-term relationships with large consumer appliance
manufacturers and original equipment manufacturers with no contract
losses.
S&P's financial risk profile assessment encapsulates its view that
the refinancing transaction was relatively aggressive. However,
S&P considers that the group's decent cash flow generation
resulting from adequate profitability and limited working capital
requirements, given its business model of just-in-time deliveries,
will translate into a very gradual deleveraging.
Until their effective redemption, S&P treated the preferred units
as debt because of their ownership by a financial investor, the
aggressive return rate of 18%, and the magnitude of cash extracted
in the past. As a result, S&P expects its total debt calculation
to be about EUR250 million at fiscal year-end 2017 (including S&P's
standard adjustment of operating lease, pensions, and the portion
of nonrecourse factoring not dealt through the account receivables
platform).
In S&P's view, Ilpea's financial risk profile is at the weaker end
of the category relative to its peers, specifically in relation to
its free operating cash flow (FOCF)-to-debt ratio. Because of this
and owing to risks related to its limited track record and its
small size, S&P includes a one-notch negative adjustment in its
comparable ratings analysis.
The stable outlook reflects S&P's expectation that Ilpea's organic
growth in the existing magnetic gasket market for consumer
appliances, as well as greater penetration in extruded plastics for
the automotive industry will translate into an EBITDA margin
sustainably in the mid-teens. S&P expects the group's cash flow
generation will translate into total debt to EBITDA just below 5.0x
and FFO to debt of about 12%-15% by fiscal year-end 2017 and in
fiscal 2018.
S&P could lower the rating if the company faced the loss of
significant contracts or granted significantly higher discounts on
existing contracts than S&P currently anticipates, which would lead
to weakened revenues, EBITDA, and cash flow metrics compared with
S&P's base case. A more aggressive financial policy through
heavier returns to unitholders or deteriorating liquidity could
also put the rating under pressure. A ratio of FFO to debt below
12% and adjusted debt to EBITDA above 5.0x could lead to a
downgrade. Likewise, FFO cash interest coverage dipping toward
less than 2.5x could also trigger a negative rating action.
Given the company's absolute small size, S&P sees an upgrade as
remote. However, S&P could take a positive rating action if the
company outperforms its base-case projections, with the EBITDA
margin improving sustainably to the 16%-18% range, and the company
demonstrating a supportive financial policy, such as a constant
deleveraging path alongside an absence of further returns to
shareholders. Adjusted FFO to debt sustainably above 20% and
positive FOCF generation of at least 15%, together with adequate
liquidity, would support a positive rating action.
INC RESEARCH: Moody's Puts Ba2 CFR Under Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed the ratings of INC Research
Holdings, Inc., under review for downgrade following announcement
of an all-stock merger of INC with inVentiv Health. Ratings placed
under review include INC's Ba2 Corporate Family Rating (CFR),
Ba3-PD Probability of Default Rating (PDR), and Ba2 senior secured
credit facility ratings. Moody's affirmed the SGL-1 Speculative
Grade Liquidity Rating (SGL). The transaction is expected to close
in the second half of 2017.
Moody's expects that the combined company will have meaningfully
higher financial leverage than INC on a stand-alone basis because
of inVentiv's high financial leverage (currently approximately 7
times). Moody's estimates pro forma adjusted debt/EBITDA will
approach 5.0 times (before any synergies) versus INC's 2.2 times on
a stand-alone basis. Though credit metrics will weaken, INC will
benefit from significantly increased scale and business line
diversity. The combined company will have $3 billion in revenues
and a leading market position in pharmaceuticals contract research
and commercialization services.
Moody's review of INC's ratings will focus on the final composition
and terms of the debt capital structure and the company's
deleveraging and free-cash-flow generation capabilities
post-merger. The review will also examine the combined company's
competitive position and integration risk and complexity. Moody's
review will also focus on the receipt of regulatory approvals and
any other conditions to the closing of the merger.
Ratings Placed Under Review for Downgrade:
INC Research Holdings, Inc.
Corporate Family Rating, Ba2
Probability of Default Rating, Ba3-PD
$475 million Senior Secured Term Loan due 2021, Ba2 (LGD2)
$200 million Senior Secured Revolving Credit Facility due 2021, Ba2
(LGD2)
Outlook, Changed To Rating Under Review From Stable
Rating affirmed:
Speculative Grade Liquidity Rating at SGL-1.
RATINGS RATIONALE
The Ba2 Corporate Family Rating (under review for downgrade) is
supported by solid credit metrics, including adjusted debt/EBITDA
of 2.2 times and strong EBITDA margins. The Ba2 rating is
constrained by INC's modest size, both on an absolute basis -- with
around $1 billion in net service revenues -- as well as relative to
several much larger competitors within the highly competitive
contract research organization (CRO) industry. The rating is also
constrained by risks inherent in the pharmaceutical services
industry, including project cancellation risk, which can lead to
volatility in revenue and cash flow.
The SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation for very good liquidity over the next 12-15 months. At
March 31, 2017, INC had $164 million of unrestricted cash. A
majority of the cash, however, is held offshore. Moody's believe
free cash flow over the next twelve months will exceed $100
million. There are no debt maturities before 2021. Moody's
estimates about $42 million of required term loan amortization
through the end of 2018. Liquidity is also supported by a $200
million bank revolving credit facility expiring in 2021 which has
$15 million outstanding. Moody's anticipates that the company will
maintain significant cushion under its financial covenants over the
next twelve months.
INC Research is a leading global contract research organization
providing outsourced research and development services for
pharmaceutical and biotechnology companies. INC's main area of
focus is late-stage clinical trials. Net service revenues for the
twelve months ended December 31, 2016 approximated $1,030 million.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
INFINITI HOMES: Hires Goldstein Bershad & Fried as Attorneys
------------------------------------------------------------
Infiniti Homes International, Inc., seeks authorization from the
U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Goldstein Bershad & Fried, PC as attorneys for the Debtor.
The Debtor requires Goldstein Bershad to:
a. advise the Debtor on legal issues relating to the Chapter
11 process;
b. negotiate with creditors;
c. prepare the Chapter 11 Plan and deal with legal issues that
may arise in this case.
Goldstein Bershad will be paid at these hourly rates:
Senior Attorneys $400
Paralegal $75
Goldstein Bershad has received a total initial retainer of $6,717.
Of the amount, $1,275 was applied to pre-petition services and the
balance of $5442 will be held in escrow as an asset of the
bankruptcy estate to be applied upon services rendered and costs
expended as may be approved by the court.
The Debtor shall maintain a $3,000 retainer at all times.
Scott M. Kwiatkowski, Esq., at Goldstein Bershad & Fried, 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.
Goldstein Bershad may be reached at:
Scott M. Kwiatkowski, Esq.
Goldstein Bershad & Fried, PC
4000 Town Center, Suite 1200
Southfield, MI 48075
Tel: (248) 335-5300
Fax: (248) 355-4644
E-mail: scott@bk-lawyer.net
About Infiniti Homes International, Inc.
Infiniti Homes International, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Mich. Case No. 17-44832) on March 31, 2017.
The Hon. Thomas J. Tucker presides over the case. Goldstein
Bershad & Fried, PC represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Derek
Washam, president and 100% owner.
INTERNATIONAL AUTO: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of International Auto Group of
South Florida, Inc., as of May 9, according to a court docket.
About International Auto Group
of South Florida
Based in Fort Lauderdale, Florida, International Auto Group of
South Florida, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17 -13165) on March 16,
2017. The petition was signed by Arthur Siegle, president. The
case is assigned to Judge John K. Olson. At the time of the filing,
the Debtor estimated its assets and debts at $1 million to $10
million.
The Debtor operates a car dealership specializing in investment
grade classic, collector, muscle and exotic vehicles. The Debtor's
business operations are located at 6500A Powerline Road, Fort
Lauderdale, Florida 33309.
The Debtor is represented by Bradley S. Shraiberg, Esq., and Gregg
Steinman, Esq., at Shraiberg, Landau & Page, P.A.
INVENTIV GROUP: Moody's Puts B3 CFR Under Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of inVentiv Group
Holdings, Inc. under review for upgrade following announcement of
an all-stock merger with INC Research Holdings, Inc. Ratings under
review include inVentiv's B3 Corporate Family Rating ("CFR"), B3-PD
Probability of Default rating, B2 senior secured term loan B
rating, and Caa2 senior unsecured notes ratings.
Moody's expects that the combined company will have meaningfully
lower financial leverage than inVentiv on a stand-alone basis
(currently approximately 7 times). INC's debt/EBITDA is currently
2.2 times. Moody's estimates pro forma adjusted debt/EBITDA of
approximately 5.0 times (before any synergies) for the twelve
months ended December 31, 2016. InVentiv will benefit from better
credit metrics and significantly increased scale and business line
diversity. The combined company will have over $3 billion in
revenues and a leading market position in pharmaceuticals contract
research and commercialization services.
Moody's review of inVentiv's ratings will focus on the final
composition and terms of the debt capital structure and the
company's deleveraging and free-cash-flow generation capabilities
post-merger. The review will also examine the combined company's
competitive position and integration risk and complexity. Moody's
review will also focus on the receipt of regulatory approvals and
any other conditions to the closing of the merger.
Ratings Placed on Review for Upgrade:
inVentiv Group Holdings, Inc.
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
$1.73 billion Senior Secured Term Loan B due 2023, B2 (LGD3)
$675 million Senior Unsecured notes due 2024, Caa2 (LGD 5)
Outlook, Changed To Rating Under Review From Positive
RATINGS RATIONALE
InVentiv's B3 Corporate Family Rating (under review for upgrade)
reflects its high leverage, with adjusted debt to EBITDA of
approximately 7 times. The rating is also constrained by inherent
volatility in the pharmaceutical services business where project
cancellations or delays can have a significant impact on companies
like inVentiv. The rating is supported by positive industry trends,
as pharmaceutical companies increase outsourcing to reduce costs,
as well as inVentiv's good size and diversity of service offerings.
Further supporting the ratings is Moody's expectation for good
liquidity over the next 12 -- 18 months.
inVentiv, headquartered in Boston, Massachusetts, is a provider of
outsourced services to the pharmaceutical, life sciences and
healthcare industries. inVentiv provides a broad range of clinical
development, communications and commercialization services to
clients to assist in the development and commercialization of
pharmaceutical products and medical devices. For the twelve months
ended December 31, 2016, the company reported approximately $2.2
billion in net service revenues. InVentiv is privately owned by
Thomas H. Lee Partners and Advent.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
JABEZ L INC: Taps Paul Reece Marr as Attorney
---------------------------------------------
Jabez L, Inc. seeks authorization from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Paul Reece Marr,
P.C. as attorney.
The Debtor requires Paul Reece to:
(a) provide the Debtor with legal advice regarding its powers
and duties as debtor in possession in the continued
operation and management of its affairs;
(b) prepare on behalf of the Debtor the necessary applications,
statements, schedules, lists, answers, orders and other
legal papers pursuant to the Bankruptcy Code; and
(c) perform all other legal services in the Chapter 11
bankruptcy proceeding for the Debtor which may be
reasonably necessary.
The law firm will be paid at these hourly rates:
Paul Reece Marr $325
Paralegal $120
Clerical $50
The law firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtor desires to employ the law firm to represent it in the
chapter 11 case under a general retainer of $11,717 inclusive of
the $1,717 petition filing fee.
Paul Reece Marr assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
The law firm can be reached at:
Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
300 Galleria Parkway
NW, Suite 960
Atlanta, GA 30339
Tel: (770) 984-2255
E-mail: paul@paulmarr.com
Jabez L, Inc. filed a chapter 11 bankruptcy petition (Bankr. N.D.
Ga. Case No. 17-57835) on May 1, 2017.
JAN PERRUCCIO: Muscolinos Buying Valhalla Property for $960K
------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on June 7, 2017, at
10:00 a.m., to consider Jan Marie Perruccio's sale of her interest
in the real property at 379 Columbus Avenue, Valhalla, New York
("Home"), to Steven Muscolino and Angela Valente-Muscolino for
$960,000, subject to higher and better offers.
Objections, if any, must be filed at least 7 days prior to the
return date.
The Debtor's primary asset is the Home which she co-owns with her
non-debtor spouse, Anthony Perruccio.
After many months of trying to formulate a plan to retain the Home,
the Debtor decided to sell the Home and relocate at least part-time
to New Jersey. The Debtor engaged ERA Insite Realty Services as
her Broker which the Court approved on Nov. 9, 2015.
For approximately 1.5 years, the Debtor and Anthony have been
trying to sell the Home. According to a valuation undertaken by
the Debtor in 2014, the Home was worth approximately $875,000 at
that time. She believes that the appraisal value has increased.
The Home is a large modern residence in good condition. However,
it is located adjacent to an office park rather than in a
traditional neighborhood. Moreover, the "open style" floor plan
does not appeal to all buyers.
The Debtor filed for bankruptcy relief to enable her to reorganize
her financial affairs. The Debtor and Anthony have suffered
financial losses from troubled real estate investments. The Debtor
had hoped to propose a plan which would enable her to keep her
Home, which she planned on leasing. She also wanted to retain her
second home in New Jersey, where she intends to relocate.
On April 1, 2017, the Debtor entered into a contract to sell the
Home to the Purchasers. The Contract is fairly straightforward and
simple. There are four principal terms. First, the asset
transferred consists of the Home. Second, the contract price is
$960,000 to be paid as follows: $67,200 deposit currently held in
escrow by the undersigned counsel and balance payable at closing.
Third, the sale is subject to a financing contingency of an amount
not to exceed $768,000. Fourth, the sale is subject to the
Purchasers selling the home where they currently reside. Upon
information and belief, the Purchasers have a contract on their
home for a sale to a local resident.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Jan_Perrucio_87_Sales.pdf
There are two mortgages on the Home. The first mortgage is held by
Hudson City Savings Bank ("Hudson City") and the second mortgage is
held by PNC Bank. PNC has not filed a claim. In addition to the
first and second mortgages there are several judgment liens on the
Home. The liens include the following: (i) Midland Funding, LLC
dated Dec. 12, 2014 - $25,355; and (ii) FIA Card Services, N.A.
dated Feb. 10, 2015 - $23,509. In addition, the following liens
are filed against Anthony: (i) Salvatore Favata - $1,295; (ii) NYS
Tax Commission - $1,791; (iii) Ford Motor Credit - $20,939; and
(iv) New York State Dept. of Motor - $1,000.
Following the sale, the following approximate amounts should be
paid: (i) transfer fees (TP-584) - $10,000; (ii) Broker's fees and
legal fees (subject to Court approval) at $70,000; and First
Mortgage held by Hudson City - $900,000. The Debtor asks Court to
authorize her to distribute the sale proceeds as set forth with the
mortgage holders receiving less than the amount due.
Alternatively, the Debtor asks that the Court approves of the sale
with the proceeds, but for title charge and transfer taxes, to be
held in escrow pending further application to the Court.
It is clear that the proposed sale is in the best interests of the
Debtor's estate and the creditors therein. First, although a brief
amount of time has passed since the filing of her Chapter 11
petition, one of the goals of the Debtor's Chapter 11 case was to
liquidate the Home in an economical manner free of liens. The Home
is simply cost prohibitive for her at this time. The Home, which
does not generate income for her, is a burden to her and her
estate. A sale will serve to maximize a distribution to Hudson
City and, to the extent that there are additional proceeds, to PNC.
Accordingly, the Debtor respectfully asks the Court to approve the
sale of Property to the Purchasers free and clear of all liens,
claims and encumbrances; and for such and further relief as it
deems just and proper.
The Purchasers can be reached at:
Steven Muscolino and Angela Valente-Muscolino
225 Jefferson Ave.
Valhall, NY 10595
The Purchasers are represented by:
Dana S. Montone, Esq.
23 Latonia Road
Rye Brook, NY 10573
Telephone: (914) 305-1177
Facsimile: (914) 305-5806
E-mail: dana@danamontonelaw.com
Counsel for Debtor:
Anne Penachio, Esq.
PENACHIO MALARA, LLP
235 Main Street, Suite 610
White Plains, NY 10601
Telephone: (914) 946-2889
Facsimile: (914) 946-2882
Jan Marie Perruccio sought Chapter 11 protection (Bankr. S.D. N.Y.
Case No. 14-22468) on April 8, 2014.
JET SERVICES INC: U.S. Trustee Forms 4-Member Committee
-------------------------------------------------------
Pursuant to 11 U.S.C. Section 1102 requiring the Court to appoint a
Committee of Creditors holding unsecured claims, the Court was
advised of the names of the 20 largest unsecured creditors.
Written request was sent to the creditors. No notice is necessary
prior to appointment and no objections have been raised.
Accordingly, the U.S. Bankruptcy Court for the Southern District of
Alabama on May 8 ordered the following four creditors of Jet
Services, Inc., are appointed as members of the Official Committee
of Unsecured Creditors:
(1) Lowell J. Friedman
P.O. Box 16623
Mobile, AL 36616
Tel: (251) 471-5507
Fax: (251) 479-9037
(2) Continental Resources
E. Diane Paramore, Representative
2423 Schillinger Rd, South, Ste 107
Mobile, AL 36695
Tel: (251) 639-2183
Fax: (251) 639-1796
(3) Hargrove & Associates, Inc.
John E. B. Shell, Representative
205 S. Royal Street
Mobile, AL 36602
Tel: (251) 375-5624
(4) University of South Alabama
Robert K. Davis, Representative
307 University Blvd, N., Rm AD 170
Mobile, AL 36688
Tel: (251) 414-8297
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 Jet Services Inc.
Jet Services, Inc. is a licensed aircraft charter operator. It
offers jet charter in the United States, Canada, Mexico, Central
America, and the Bahamas as well as other Caribbean destinations.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ala. Case No. 17-01296) on April 7, 2017. The
petition was signed by Robert A. Marks, executive vice-president.
The case is assigned to Judge Henry A. Callaway.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
Robert M. Galloway, Esq., at Galloway, Wettermark, Everest &
Rutens, LLP, represents the Debtor.
JOYFULL RIDE: Wants to Use Cash Collateral Through August 2017
--------------------------------------------------------------
Joyfull Ride, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Massachusetts for authority to
use cash collateral in the ordinary course of business to pay its
day to day expenses.
The principal asset of each Debtor are the taxi medallions as well
as the vehicle to which it is attached. Each debtor, except Royal
Transportation Services, Inc. is the owner of taxi medallions
issued by the City of Boston. Royal Transportation Services is the
owner of one taxi medallion issued by the City of Cambridge. Each
vehicle and respective medallion is then leased by the Debtor to
Hackney authorized taxi drivers. The Debtors believe that each
City of Boston medallion has a value of approximately $90,000, and
the City of Cambridge medallion is valued at $40,000.
The medallion numbers for each Debtor are as follows: (a) Joyfull
Ride, Inc. - Medallion No. 1736; (b) June 16, Inc. - Medallion Nos.
936 and 1740; (c) MISH, Inc. - Medallion Nos. 321 and 1757; (d)
Southside Enterprises, Inc. - Medallion Nos. 481 and 1290; and (e)
Royal Transportation Services, Inc. - City of Cambridge Medallion
No. 255A.
The Debtors claim that they have no other financing sources at this
time that could be used to replace the cash flow from the income
from the taxi cab lessees. As such, the Debtors require the use of
cash collateral which is necessary to maintain its business
operations, particularly, to service debt, to pay usual and
ordinary operating expenses of the Debtors' cabs, otherwise, the
value of the Debtors' businesses is certain to diminish.
The Debtors assert that the income derived from the lessee cab
drivers constitutes cash collateral. Accordingly, the Debtors have
prepared budgets for each medallion for the period of May 2017
through August 2017. The Budgets projected these expenses:
Projected Expenses
------------------
Joyfull Ride # 1736 $5,215
Southside Ent. # 481 $5,075
Southside Ent. # 1290 $4,799
MISH Inc Can # 321 $4,794
MISH Inc Can # 1757 $4,564
June 16 Inc # 936 $5,656
June 16 Inc # 1740 $4,798
Royal Transpo # 255A $4,180
The following entities assert a lien on all of the Debtors'
medallions:
(a) Taxi Medallion Trust III is the present holder of the sole
lien on all of the Debtors' medallions in Joyfull Ride, Mish Inc.
and Southside Enterprises. Each medallion has an approximate
balance of $415,000;
(b) Radius Bank is also the present holder of the sole lien on
all of the Debtors' medallions in June 16, Inc. Each medallion has
a balance of approximately $415,000; and
(c) Commerce Bank and Lobna al Haddad is the present holder of
the sole lien on all of the Debtors' medallions in Royal
Transportation Services. The Royal Transportation medallion has an
approximate balance of $304,000 on the first mortgage and $120,000
on the second mortgage.
As adequate protection, the Debtors propose:
(a) to maintain insurance on the property. At present, the
property is insured;
(b) to grant to the lien holder a replacement lien on the same
types of postpetition property of the estate against which the
lienholder held a lien as of the Petition Dates. Such replacement
lien will maintain the same priority, validity and enforceability
as the lien holder's prepetition lien, which will be recognized
only to the extent of the diminution in value of the mortgage
holder's prepetition collateral after the petition date resulting
from the Debtors' use of cash collateral during the pendency of the
Debtors' case; and
(c) to continue to make payments consistent with the budgets on
a monthly basis.
A full-text copy of the Debtor's Motion, dated May 9, 2017, is
available at https://is.gd/HvS3rH
* * *
Judge Frank J. Bailey issued an order granting the Debtors' motion
an expedited treatment, and scheduling an interim hearing on this
motion on May 11, 2017 at 10:00 a.m. Objections will be due by May
10, 2017. A full-text copy of the Order, dated May 9, 2017, is
available at https://is.gd/pGgDAE
About Joyfull Ride, et al.
Jointly administered debtors Joyfull Ride, Inc., June 16, Inc.,
MISH, Inc., Royal Transportation Services, Inc. and Southside
Enterprises, Inc., filed their respective Chapter 11 petitions
(Bankr. D. Mass. Case Nos. 17-11617, 17-11620, 17-11621, 17-11622
and 17-11623, respectively) on May 1, 2017. The cases are assigned
to Judge Frank J. Bailey. The Debtors are represented by John F.
Sommerstein, Esq. at Law Offices of John F. Sommerstein.
KEITH LEWIS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Keith Lewis Land Trust as of
May 9, according to a court docket.
About Keith Lewis Land Trust
Keith Lewis Land Trust sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-24729) on Oct. 31,
2016. The petition was signed by Keith Lewis, trustee.
Brett A. Elam, Esq., at The Law Offices of Brett A. Elam, P.A.,
serves as the Debtor's counsel.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
LAKE COUNTY SD 187: Moody's Cuts GOULT & GOLT Ratings to Ba2
------------------------------------------------------------
Moody's Investors Service has downgraded Lake County Community Unit
School District 187 (North Chicago), IL's general obligation
unlimited tax (GOULT) and general obligation limited tax (GOLT)
ratings to Ba2 from Ba1. The district has $39.7 million in GOULT
and GOLT debt outstanding. The outlook on the ratings remains
negative.
The downgrade to Ba2 reflects risks to the district's long-term
fiscal profile arising from heavy dependence on aid from the State
of Illinois (Baa2 negative). The rating also considers the
district's currently healthy liquidity despite recent draws, weak
economic profile, and very high debt burden. The GOLT rating is
also rated Ba2. The lack of notching reflects the district's broad
pledge of all funds to pay debt service on GOLT bonds, which is
supported by the authorization to levy a dedicated tax unlimited as
to rate, though limited in amount by the value of the district's
debt service extension base (DSEB).
Rating Outlook
The negative outlook incorporates the possibility of downward
rating movement given the district's high dependence on state aid
that could be at risk of declining given the state's own financial
pressure.
Factors that Could Lead to an Upgrade
Significant tax base expansion and improvement in socioeconomic
indices
Stabilization of fund balance and liquidity combined with prospects
for improvement
Moderated debt burden
Factors that Could Lead to a Downgrade
Sustained contraction of the district's tax base and economic
profile
Decline in operating fund balance or liquidity
Growth in the district's debt or pension burden
Legal Security
The district's outstanding GOULT bonds are secured by its pledge
and authorization to levy a property tax unlimited as to rate or
amount to pay debt service. The district has additionally pledged
Federal Impact Aid revenues. The district has covenanted that the
property tax levy will be abated only after sufficient revenues
have been collected in the Debt Service Fund from the additionally
pledged revenues.
Debt service on the district's GOLT bonds is secured by the
district's GO limited tax pledge to make timely payments of debt
service from any and all lawfully available funds. Debt service is
supported by a dedicated property tax that is unlimited as to rate,
but limited in amount by the district's debt service extension base
(DSEB).
Use of Proceeds
Not applicable.
Obligor Profile
The district is located in Lake County (Aaa), fifty miles north of
Chicago (Ba1 negative), and largely serves the city of North
Chicago. The district serves pre-kindergarten through 12th grade
and enrolled 3,433 total students in 2017.
Methodology
The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.
LEGACY RESERVES: Posts $11.6 Million Net Income for First Quarter
-----------------------------------------------------------------
Legacy Reserves LP filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to unitholders of $11.62 million on $99.54 million of
total revenues for the three months ended March 31, 2017, compared
to net income attributable to unitholders of $101.37 million on
$65.85 million of total revenues for the same period in 2016.
As of March 31, 2017, Legacy Reserves had $1.31 billion in total
assets, $1.52 billion in total liabilities and a total partners'
deficit of $204.84 million.
First quarter highlights include:
* Deployed $23.7 million of development capital as follows:
- $16.7 million on drilling 8 and completing 7 Permian
horizontal wells in Howard County, TX and Lea County, NM
under its Joint Development Agreement ("JDA")
- $4.1 million on workovers across all operating regions
- $1.5 million on infrastructure and CO2
- $1.4 million on non-operated properties
* Spent approximately $4.8 million acquiring additional Midland
Basin leasehold adding 24 gross potential horizontal drilling
locations.
* Generated net income of $16.4 million.
* Obtained the reaffirmation of a $600 million borrowing base
under its revolving credit facility.
Paul T. Horne, chairman, president and CEO, commented, "Our company
started the year off well as we grew oil production by 9% relative
to Q4 of last year, driven by our recent Permian horizontal
drilling efforts. While LOE was up 19% relative to Q4, the primary
driver was an increase in returning wells to production and
workovers that are now economic in an improved commodity price
environment. This proactive well work in the Permian Basin and
East Texas served to further reduce oil and gas declines for our
portfolio of shallow-decline properties, the base from which we
intend to grow the business in 2017 and beyond."
Dan Westcott, executive vice president and chief financial officer,
commented, "We are extremely proud of our team's execution of the
Permian horizontal development that we outlined at year-end. Our
front-end weighted capital program is concentrated on high-return
projects and we anticipate continued oil production growth
throughout the year. During the quarter, we again improved our
credit profile as we reduced our borrowings outstanding by $15
million and maintained our $600 million borrowing base. We remain
focused on the prudent management of our shallow-decline properties
and the efficient development of our horizontal Permian
potential."
Operating Results
Production decreased 7% to 42,422 Boe/d from 45,527 Boe/d
primarily due to natural production declines and immaterial
divestitures completed in 2016. This decline was partially offset
by additional production from the Company's drilling operations in
Howard County, Texas and Lea County, New Mexico.
Average realized price, excluding net cash settlements from
commodity derivatives, increased 64% to $26.07 per Boe in 2017 from
$15.90 per Boe in 2016 driven by the significant increase in
commodity prices. Average realized oil price increased 67% to
$47.39 in 2017 from $28.36 in 2016 driven by an increase in the
average West Texas Intermediate ("WTI") crude oil price of $18.27
per Bbl and improving regional differentials. Average realized
natural gas price increased 52% to $2.91 per Mcf in 2017 from $1.92
per Mcf in 2016. This increase is primarily a result of the
increase in average Henry Hub natural gas index price of $1.03 per
Mcf. Finally, the Company's average realized NGL price increased
120% to $0.66 per gallon in 2017 from $0.30 per gallon in 2016.
Production expenses, excluding ad valorem taxes, increased 5%
to $49.2 million in 2017 from $46.7 million in 2016, primarily due
to increased workover and repair activity across all operating
regions. On an average cost per Boe basis, production expenses
excluding ad valorem taxes increased 14% to $12.89 per Boe in 2017
from $11.26 per Boe in 2016.
General and administrative expenses, excluding unit-based
Long-Term Incentive Plan compensation expense, increased to $8.7
million in 2017 from $7.8 million in 2016 due to settlement of
amounts owed by joint interest owners and cash-based employee
incentive compensation plans.
Cash settlements received on the Company's commodity
derivatives during 2017 were $4.2 million compared to $22.8 million
in 2016. The decline in cash settlements received is a result of
the combination of reduced nominal volumes hedges in Q1 2017
compared to Q1 2016 as well as lower average hedge prices.
Total development capital expenditures increased to $23.7
million in 2017 from $4.8 million in 2016. The 2017 activity was
comprised mainly of the drilling and completion of JDA wells and
recompletions and workovers across all of the Company's operating
regions.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/VZColR
About Legacy Reserves
Headquartered in Midland, Texas, Legacy Reserves L.P. is focused on
the acquisition and development of oil and natural gas properties
primarily located in the Permian Basin, East Texas, Rocky Mountain
and Mid-Continent regions of the United States. The Company's
primary business objective has been to generate stable cash flows
to allow it to make cash distributions to its unitholders and to
support and increase quarterly cash distributions per unit over
time through a combination of acquisitions of new properties and
development of its existing oil and natural gas properties.
Legacy Reserves LP reported a net loss attributable to unitholders
of $74.82 million on $314.4 million of total revenues for the year
ended Dec. 31, 2016, compared to a net loss attributable to
unitholders of $720.54 million on $338.77 million of total revenues
for the year ended Dec. 31, 2015.
* * *
As of Sept. 30, 2016, S&P Global Ratings said that it lowered its
corporate credit rating on Legacy Reserves to 'CCC' from 'B-'. The
rating outlook is negative. The downgrade reflects S&P's
expectation that the borrowing base on Legacy's revolving credit
facility could be lowered substantially at its redetermination in
October.
Legacy Reserves carries a 'Caa3' corporate family rating from
Moody's Investors Service.
LIQUIDNET HOLDINGS: Moody's Puts B2 CFR on Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Liquidnet Holdings, Inc.'s B2
corporate family and senior secured bank credit facility ratings on
review for upgrade.
Moody's has taken the following rating actions:
-- Corporate family rating, B2 on review for upgrade
-- Senior secured bank credit facility rating, B2 on review
for upgrade
Outlook Actions:
-- Outlook, changed to ratings on review for upgrade from stable
RATINGS RATIONALE
Moody's said that Liquidnet's improved 2016 financial metrics
suggest that its creditworthiness may have improved.
Moody's said that Liquidnet has been successful in enhancing the
services it provides to its members, and this, together with a
stable and growing member base, has resulted in improved revenues,
profitability and cash flows. Liquidnet's institutional trading
network provides more than 840 of the world's largest asset
managers with the ability to negotiate and execute large trades in
a controlled and confidential off-exchange environment, said
Moody's.
In reviewing Liquidnet's ratings for upgrade, Moody's said it would
consider the sustainability of the company's improved financial
results and debt service capacity. Moody's said it would also
consider the evolving regulatory environments in Liquidnet's key
regions, and how this might affect its future performance.
FACTORS THAT COULD LEAD TO AN UPGRADE
Liquidnet's ratings could be upgraded should Moody's conclude that
its improved financial performance is sustainable.
FACTORS THAT COULD LEAD TO A DOWNGRADE
Moody's said extensive membership losses, material operational
failure, regulatory challenges or a substantial reduction in
liquidity could lead to downgrade.
The principal methodology used in these ratings was Securities
Industry Service Providers published in February 2017.
LMCHH PCP: Director Still Engages with Potential Buyers, PCO Says
-----------------------------------------------------------------
Susan N. Goodman, the Patient Care Ombudsman appointed for LMCHH
PCP, LLC, and Louisiana Medical Center and Heart Hospital, LLC,
files a First Supplemental Report on April 10, 2017.
PCO visited the facility and filed Patient Care Ombudsman's First
Interim Report with this Court on February 26, 2017. Acute care
patient operations ceased just prior to the PCO's initial site
visit. Shortly after filing the First Report, patient clinic
operations also ceased. PCO has remained engaged to monitor the
wind down process.
The PCO reported that the Debtors' final medical waste and linen
was removed. The two CT machines that required vendor assistance to
remove patient information were reported as having been sanitized.
Moreover, the Debtors' denied the issues with necessary ongoing
housekeeping supplies to support the team member who remains on
site for such purpose. Meanwhile, the PCO noted that the facilities
director also remains on site and was reported as actively engaging
with potential buyers as regards to equipment preventative
maintenance schedules.
Based on the Supplemental Report, the PCO will continue with
limited engagement with the Chief Nursing Officer, now working on a
part-time basis, through the sale process of the Debtor or final
record disposition. The Report further provides that a Final
Supplemental Report in the next 30 to 60 days is anticipated.
A full-text copy of the PCO's First Supplemental Report is
available for free at:
http://bankrupt.com/misc/laeb17-10353-302.pdf
About Louisiana Medical
LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC,
currently operate a state-of-the-art 213,000 square facility and
two medical office buildings.
Originally licensed for 58 beds in 2003, as a result of its
physical and strategic expansion in 2007, the Hospital is now a
full-service 132-bed acute care hospital with seven operating
rooms, three catheterization laboratories, and a 24-hour heart
attack intervention center dedicated to providing advanced medical
treatment and compassionate care to patients and families
throughout the North Shore area.
LMCHH PCP and LHH sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30,
2017. The cases have been assigned to the Hon. Judge Laurie Selber
Silverstein.
LMCHH estimated assets in the range of $1 million to $10 million
and liabilities of up to $500 million. LHH estimated assets in the
range of $10 million to $50 million and liabilities of $100 million
to $500 million.
The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as
local counsel, Alston & Bird LLP as legal counsel, and The Garden
City Group, Inc., as claims and noticing agent.
LYNEIL MITCHELL: Wants Plan Exclusivity Extended by 150 Days
------------------------------------------------------------
Lyneil Mitchell Physical Therapy, P.C., d/b/a Revolution Physical
Therapy asks the U.S. Bankruptcy Court for the Western District of
Pennsylvania to extend the period within which the Debtor has the
exclusive right to file a plan of reorganization, for an additional
150 days.
The Debtor mentions that a creditors' meeting has already been held
on April 28, 2017 and no creditor's committee has been formed.
Consequently, the Debtor contends that it is in active negotiations
with its creditors and needs additional time to resolve several
outstanding issues.
The Debtor submits that successful completion of the negotiations
will result in a mutual benefit to both the Debtor and its
creditors, as it will control the formulation of Debtor's plan in
its Chapter 11 case. The Debtor asserts that the negotiations are
both complex and time consuming, which requires additional time to
finalize said negotiations.
About Lyneil Mitchell Physical Therapy
Lyneil Mitchell Physical Therapy operates a physical therapy and
fitness center doing business as Revolution Physical Therapy.
Lyneil Mitchell Physical Therapy, P.C., d/b/a Revolution Physical
Therapy, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
17-20368) on Feb. 1, 2017. The petition was signed by Dr. Lyneil
Mitchell, president. The case is assigned to Judge Thomas P.
Agresti. The Debtor is represented by Brian C. Thompson, Esq., at
Thompson Law Group, P.C. At the time of filing, the Debtor had
less than $50,000 in estimated assets and $1 million to $10 million
in estimated liabilities.
MARSH SUPERMARKETS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Marsh Supermarkets Holding, LLC 17-11066
aka Marsh Supermarkets Holding Corp.
9800 Crosspoint Blvd.
Indianapolis, IN 46256
Marsh Merger Sub, LLC 17-11067
Marsh Supermarkets Company, LLC 17-11068
A.L. Ross & Sons, LLC 17-11069
Contract Transport Holding, LLC 17-11070
Contract Transport, LLC 17-11071
CT Logistics, LLC 17-11072
LoBill Foods, LLC 17-11073
Marsh Drugs Holding, LLC 17-11074
Marsh Drugs, LLC 17-11075
Marsh International, LLC 17-11076
Marsh RE Property, LLC 17-11077
Marsh Supermarkets, LLC 17-11078
MS Property, LLC 17-11079
Marsh Supermarkets of Illinois, LLC 17-11080
O'Malia Food Markets, LLC 17-11081
Type of Business: Headquartered in Indianapolis, Indiana, the
Debtors are independent grocery retailer with
the substantial majority of their stores
operating under the Marsh Supermarkets banner,
and a handful of stores operate as O'Malia Food
Markets. The Debtors' stores feature
traditional grocery store items, specialty food
departments (including prepared food and
bakeries), and other service centers, such as
floral departments and banks. The Debtors
operate their stores primarily through Debtors
Marsh Supermarkets Company, LLC, Marsh
Supermarkets, LLC and O'Malia Food Markets, LLC.
The Debtors' pharmacy business, the assets of
which were sold shortly before the Petition Date
in connection with the Pharmacy Sale was
operated through Marsh Drugs, LLC. The Debtors'
corporate headquarters and all of their store
locations are leased, although the Debtors
indirectly own a warehouse located in
Yorktown, Indiana. As of the Petition Date, the
Debtors operate a total of 60 stores in Indiana
and Ohio, and have a workforce of approximately
4,400 employees. The Debtors were publicly
traded until May 2006, when they were acquired
by affiliates of Sun Capital Partners IV, LP and
certain independent investors. Sun Capital and
other investors owned 100% of the equity
interests of the Debtors' indirect (non-Debtor)
parent MSH Holding, LLC until March 2017, when
they sold 25% of the economic rights and all of
the voting and control rights in MSH Holding to
JT Grocery Consulting, LLC in a change of
control transaction.
Web site: http://www.marsh.net
Chapter 11 Petition Date: May 11, 2017
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Brendan Linehan Shannon
Debtors' Counsel: Shane M. Reil, Esq.
Robert S. Brady, Esq.
Michael R. Nestor, Esq.
Robert F. Poppiti, Jr., Esq.
Ashley E. Jacobs, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1256
E-mail: sreil@ycst.com
rbrady@ycst.com
mnestor@ycst.com
rpoppiti@ycst.com
ajacobs@ycst.com
Debtors'
Restructuring
Advisors: Anthony Gehringer
CLEAR THINKING GROUP
401 Towne Centre Drive
Hillsborough, NJ 08844
http://clearthinkinggrp.com/
Tel: 908.431.2121
Fax: 908.359.5940
Debtors'
Investment
Banking
Advisor: PETER J. SOLOMON COMPANY
Debtors'
Notice,
Claims &
Solicitation
Agent: PRIME CLERK LLC
https://cases.primeclerk.com/Marsh/Home
Marsh Supermarkets Holding's
Estimated Assets: $0 to $50,000
Marsh Supermarkets Holding's
Estimated Debt: $50 million to $100 million
The petitions were signed by Lee A. Diercks of Clear Thinking Group
LLC, chief restructuring officer.
Debtor's List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Central States Southeast and Pension $61,571,211
Southwest Areas Pension Fund
Attn: Andrew Sprau
9377 West Higgins Road
Rosemont, IL 60018‐4938
Attn: Andrew Sprau
Tel: (847) 518‐9800
Fax: (847) 518‐9738
Marsh Supermarkets PRIAC Pension $21,746,456
Contract #017357
(Prudential Retirement)
Attn: Milissa Dumont
Tel: (860) 534‐3271
Fax: (860) 534‐2910
Email: milissa.dumont@prudential.com
Supervalu Trade $8,055,000
Attn: Bruce Besanko
11840 Valley View Road
Eden Prarie, MN 55344
Tel: (952) 828‐4082
Fax: (952) 828‐8998
Email: bruce.besanko@supervalu.com
AmerisourceBergen Drug Corp Trade $3,988,049
1300 Morris Drive
Chesterbrook, PA 19087
Attn: Aubrey Flowers
Tel: (866) 451‐9655 X 6645
Fax: (888) 292‐8502
Email: aflowers@AmeriSourceBergen.com
AAG Landlord $2,628,574
Attn: Arnold Gumowitz
421 7th Avenue
15th Floor
New York, NY 10001
Tel: (212) 564‐7250
Fax: (212) 564‐7512
Email: agumowitz@Aagmgmt.com
Joshen Paper & Packaging Trade $1,420,908
Attn: Diane Moskal
9511 W. Depot Street
Yorktown, IN 47396
Tel: (765) 759‐1900
Fax: (765) 759‐1902
Email: accounting@joshen.com
C&S Wholesale Grocers Trade $823,657
Attn: Bob Palmer
7 Corporate Drive
Keene, NH 03431
Tel: (603) 354‐7000
Fax: (603) 354‐4690
Email: bpalmer@cswg.com
H&R Canada Landlord $791,718
Attn: Thomas Hofstedter
3625 Duffern Street, Suite 500
Downsview, ON M3K 1N4
Canada
Tel: (317) 776‐9620
Fax: (317) 776‐9685
Email: thofstedter@hr‐reit.com
Treasurer of Hamilton County Tax $777,294
Attn: Jennifer Templeton
33 N 9th Street, Suite 112
Noblesville, IN 46060
Tel: (317) 776‐9620
Fax: (317) 776‐9685
Email: jennifer.temptelton@hamiltoncounty.in.gov
Coca‐Cola Bottling Consol Trade
$709,679
Attn: Claudette Barber
4100 Coca Cola Plaza
Charlotte, NC 28211
Tel: (704) 557‐4542
Fax: (704) 285‐6946
Email: claudette.barber@ccbcc.com
Treasurer of Marion County Tax $643,298
Attn: Laurie Steele
200 E. Washington, Room 1001
City‐County Building
Indianapolis, IN 46204
Tel: (317) 327‐4040
Fax: (317) 327‐4440
Email: treasurer@co.marion.or.us
Oracle America, Inc. Trade $517,210
Attn: Aimee Wiegmann
13364 Abercoin Street
Carmel, IN 46032
Tel: (317) 646‐9830
Fax: (650) 506‐7200
Email: aimee.weigmann@oracle.com
Yorktown Grocery MGMT, LLC Landlord $425,693
Attn: Dee Headley
One American Square, Suite 1300
Indianapolis, IN 46282
Tel: (317) 236‐6433
Fax: (317) 639‐0504
Email: dee.headley@cushwake.com
Frito‐Lay Inc. Trade
$415,444
Attn: Mike Bevilacqua
1100 Reynolds Blvd
Winstom‐Salem, NC 27105
Tel: (336) 896‐5577
Fax: (914) 253‐2070
Email: mike.bevilacqua@pepsico.com
Schenkels Dairy Trade $414,890
Attn: Melinda Grover
1019 Flaxmill Road
Huntington, IN 46750
Tel: (260) 355‐6319
Fax: (260) 356‐0804
Email: melinda_holloway@deanfoods.com
Donya Partners LLC Landlord $410,374
Attn: Safaa Elnagger
18 Royal Vale Drive
Oak Brook, IL 60523
Tel: (630) 309‐3006
Fax: (219) 392‐7330
Email: sselnaggar@yahoo.com
The Package CO, LLC Landlord $393,900
Attn: Charles Grenadier
2425 W. 13 Mile Road, Suite 220
Bingham Farms, MI 48025
Tel: (248) 559‐4880
Fax: (248) 559‐4877
Email: carl@grenadierproperties.com
Keebler Company Trade $385,222
Attn: Dustin Kent
6087 Dado Drive
Noblesville, IN 46062
Tel: (804) 386‐8278
Fax: (302) 655‐5049
Email: dustin.kent@kellogg.com
JL Capital One LLC #58 Landlord $368,125
Attn: Paul Kozel
18077 River Road
Suite 102
Noblesville, IN 46062
Tel: (317) 774‐2209
Fax: (317) 773‐6079
Email: chesterfieldmgmt@comcast.net
Catalina Marketing Corp Trade $349,345
Attn: Kevin Coughlin
200 Carillon Parkway
St. Petersburg, FL 33716
Tel: (732) 449‐2525
Fax: (727) 563‐5573
Email: kevin.coughlin@catalina.com
Pepsi‐Cola Gen Bottlers, Inc. Trade
$335,359
Attn: Mike Bevilacqua
1100 Reynolds Blvd
Winstom‐Salem, NC 27105
Tel: (336) 896‐5577
Fax: (914) 253‐2070
Email: mike.bevilacqua@pepsico.com
Radian Group, Inc. Trade $312,355
Attn: Dave Umland
4600 West 77th Street, Suite 380
Edina, MN 55435
Tel: (609) 558‐7291
Email: dumland@radiangroup.com
The News Group GP Trade $288,059
Attn: Lenny Kuvinka
1955 Lake Park Drive, Suite 400
Smyrna, GA 30080
Tel: (724) 323‐7970
Fax: (877) 664‐9732
Email: lkuvinka@tng.com
GS Enterprises Landlord $287,670
Attn: Doug Terrell
3885 Wheeling Ave
Muncie, IN 47304
Tel: (765) 286‐4899
Fax: (765) 288‐1377
Email: gsenterprises@comcast.net
Mondelez Global, LLC Trade $282,421
Attn: Bill Pappas
Three Lakes Drive
Northfield, IL 60093
Attn: Bill Pappas
Tel: (317) 773‐3736
Fax: (570) 831‐7987
Email: bill.pappas@mdlz.com
Realty Income Corporation Landlord $279,282
Attn: Lizel Streeter
11995 El Camino Real
San Diego, CA 92130
Tel: (858) 284‐5000
Fax: (858) 481‐4862
Email: istreeter@realtyincome.com
Treasurer of Delaware County Tax $277,360
Attn: Edward E. Carroll Jr.
100 West Main Street
Muncie, IN 47305
Tel: (765) 747‐7808
Fax: (765) 213‐1275
Email: ecarroll@co.delaware.in.us
Lafayette Grocery Holdings, LLC Landlord $267,803
Attn: Brett Carlile, Registered Agent
2439 Kuser Road
Hamilton, NJ 08690
Tel: (609) 570‐1066
Fax: (609) 245‐7662
Email: jvogel@genesis‐ip.com
Kite West 86th Street, LLC Landlord $266,813
Attn: Lance Angle
30 S. Meridian Street, Suite 1100
Indianapolis, IN 46204
Tel: (317) 577‐5600
Fax: (317) 577‐5605
Email: langle@kiterealty.com
Cinergy/Duke Utility $258,439
Attn: Shawn South
550 South Tryon Street
Charlotte, NC 28202
Cinergy/Duke
Attn: Shawn South
Tel: (317) 776‐5337
Email: shawn.south@duke‐energy.com
MECHEL PAO: Ernst & Young LLC Raises Going Concern Doubt
--------------------------------------------------------
Mechel PAO filed with the U.S. Securities and Exchange Commission
its annual report on Form 20-F, disclosing a net income of RUB8.83
billion on RUB276.01 billion of revenue for the year ended December
31, 2016, compared to a net loss of RUB114.63 billion on RUB253.14
billion of revenue for the year ended in 2015.
The audit report of Ernst & Young LLC in Moscow, Russia, states
that the Group has significant debt that it does not have the
ability to repay without its refinancing or restructuring, and has
not complied with certain covenants of its major loan agreements
with banks. These conditions raise substantial doubt about the
Group's ability to continue as a going concern.
The Company's balance sheet at December 31, 2016, showed total
assets of RUB325.46 billion, total liabilities of RUB578.05
billion, and a total stockholders' deficit of RUB252.59 billion.
A full-text copy of the Company's Form 20-F is available at:
http://bit.ly/2pmbmzd
Mechel PAO operates in the mining, steel and power industry
segments. Its segments include Steel segment, comprising
production and sales of semi-finished steel products, carbon and
specialty long products, carbon and stainless flat products, and
value-added downstream metal products, including forgings,
stampings, and hardware, and ferrosilicon; Mining segment,
comprising production and sales of coal (coking and steam), and
middlings, coke and chemical products, and iron ore, which supplies
raw materials to the Steel and Power segments, and also sells raw
materials to third parties, and Power segment, comprising
generation and sales of electricity and heat power, which supplies
electricity and heat power to the Steel and Mining segments, and
also sells a portion of electricity and heat power to third
parties.
MESOBLAST LIMITED: Has $69.1 Million in Cash at March 31
--------------------------------------------------------
Mesoblast Limited filed with the U.S. Securities and Exchange
Commission its quarterly report for entities subject to Listing
Rule 4.7B for the quarter ended March 31, 2017.
At the beginning of the quarter, the Company had US$33.90 million
in cash and cash equivalents. The Company had US$25.67 million net
cash used in operating activies, US$430,000 net cash from investing
activities and US$59.96 million net cash from financing activities.
As a result, the Company had US$69.12 million in cash and cash
equivalents at the end of the quarter.
Mesoblast is in advanced negotiations with selected pharmaceutical
companies with respect to potential partnering of certain Tier 1
product candidates. If Mesoblast enters into a binding transaction
in the next quarter, Mesoblast expects that one effect of the
transaction is that its cash reserves are likely to increase.
Mesoblast does not make any representation or give any assurance
that such a binding transaction will be concluded.
In addition, Mesoblast expects its cash reserves to increase in the
next quarter as we expect to receive the following income:
-- the R&D tax incentive from the Australian Government;
-- royalty income earned on sales of TEMCELL® HS Inj. in Japan,
and
-- interest income.
Mesoblast has established an equity facility for up to A$120
million/US$90 million over 36 months, to be used at its discretion
to provide additional funds as required.
A full-text copy of the Quarterly Report is available for free at:
https://is.gd/75rUav
About Mesoblast Ltd.
Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO)
develops cell-based medicines. The Company has leveraged its
proprietary technology platform, which is based on specialized
cells known as mesenchymal lineage adult stem cells, to establish a
broad portfolio of late-stage product candidates.
Mesoblast's allogeneic, 'off-the-shelf' cell product candidates
target advanced stages of diseases with high, unmet medical needs
including cardiovascular diseases, immune-mediated and inflammatory
disorders, orthopedic disorders, and oncologic/hematologic
conditions.
As of Dec. 31, 2016, Mesoblast had $660.88 million in total assets,
$150.36 million in total liabilities and $510.51 million in total
equity. Mesoblast reported a loss before income tax of $90.82
million for the year ended June 30, 2016, compared to a loss before
income tax of $96.24 million for the year ended June 30, 2015.
PricewaterhouseCoopers, in Melbourne, Australia, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has suffered
recurring losses from operations that raise substantial
doubt about its ability to continue as a going concern.
MICHAEL DOMBROWSKI: Heflin Buying Sevierville Property for $270K
----------------------------------------------------------------
Michael G. Dombrowski filed a notice with the U.S. Bankruptcy Court
for the Northern District of Alabama of his private sale of the
real property located at 3049 Legacy Vista Drive, Sevierville,
Tennessee, to Beatriz Heflin for $269,900.
Any objection to the proposed sale must be filed within 14 days
from the date of the Notice.
The Debtor is an active real estate investor with numerous real
properties in Alabama and several other states. In addition to his
own properties, the Debtor is a member or member/owner of several
limited liability companies that own real properties.
Prior to the Filing Date, the Debtor contracted with Mountain
National Bank, a predecessor in interest to First Tennessee Bank
National Association, for a loan totaling $1,260,000. As of filing
its proof of claim on Sept. 6, 2016, the Bank asserted that the
Loan's remaining principal balance was approximately $913,736, plus
accruing interest, attorney's fees, and costs.
The Debtor is the sole owner and member of MGD RR3, LLC a Tennessee
limited liability company, which currently holds title to several
properties encumbered by the Bank's purchase-money mortgage that
collateralized the Loan. The collateral includes the property.
The Debtor and the Bank reached a settlement that was approved by
the Court on March 6, 2017. That settlement agreement provided
that the Debtor was to cause MGD to list the Property for sale in
accordance with certain terms and conditions agreed to by the Bank.
The Debtor has now caused MGD to enter into a Purchase and Sale
Agreement for the Property. The Bank has reviewed the Purchase
Agreement and consents to the proposed sale of the Property on the
terms and conditions stated therein, subject to the Bank's final
review and approval of the HUD-1 prior to closing.
A copy of the Purchase Agreement attached to the Notice is
available for free at:
http://bankrupt.com/misc/Michael_Dombrowski_417_Sales.pdf
In the opinion of the Debtor, it is in the best interest of the
Estate to sell the Property free and clear of the lien of the Bank,
with said lien to transfer and attach to the proceeds from the sale
of the Property. Said sale is to be conducted as a private sale to
the Purchaser on the terms and conditions stated in the Purchase
Agreement.
All net sale proceeds will be paid directly to the Bank at closing
by either check or wire transfer. The Bank will execute and
provide a release of its mortgage, but only with respect to the
Property and not as to any other Collateral. The sale of the
Property is to be conducted at a closing to occur at a date and
location mutually agreed upon by the parties.
The Debtor respectfully asks the Court to authorize the proposed
sale and for such other and further relief as the Court deems just
and appropriate.
About Michael G. Dombrowski
The Michael G. Dombrowski is an active real estate investor with
numerous real properties in Alabama and several other states. In
addition to his own properties, he is a member or member/owner of
several limited liability companies that own real properties.
Michael G. Dombrowski sought Chapter 11 protection (Bankr. N.D.
Ala. Case No. 16-81412) on May 11, 2016. The Debtor tapped
Tazewell
Shepard, Esq., at Sparkman, Shepard & Morris, P.C., as counsel.
MICHAEL DOMBROWSKI: Mullinses Buying Sevierville Property for $260K
-------------------------------------------------------------------
Michael G. Dombrowski filed a notice with the U.S. Bankruptcy Court
for the Northern District of Alabama of his private sale of the
real property located at 2937 Legacy Vista Drive, Sevierville,
Tennessee, to Russell Mullins and Deborah Mullins for $259,900.
Any objection to the proposed sale must be filed within 14 days
from the date of the Notice.
The Debtor is an active real estate investor with numerous real
properties in Alabama and several other states. In addition to his
own properties, the Debtor is a member or member/owner of several
limited liability companies that own real properties.
Prior to the Filing Date, the Debtor contracted with Mountain
National Bank, a predecessor in interest to First Tennessee Bank
National Association, for a loan totaling $1,260,000. As of filing
its proof of claim on Sept. 6, 2016, the Bank asserted that the
Loan's remaining principal balance was approximately $913,736, plus
accruing interest, attorney's fees, and costs.
The Debtor is the sole owner and member of MGD RR3, LLC a Tennessee
limited liability company, which currently holds title to several
properties encumbered by the Bank's purchase-money mortgage that
collateralized the Loan. The collateral includes the property.
The Debtor and the Bank reached a settlement that was approved by
the Court on March 6, 2017. That settlement agreement provided
that the Debtor was to cause MGD to list the Property for sale in
accordance with certain terms and conditions agreed to by the Bank.
The Debtor has now caused MGD to enter into a Purchase and Sale
Agreement for the Property. The Bank has reviewed the Purchase
Agreement and consents to the proposed sale of the Property on the
terms and conditions stated therein, subject to the Bank's final
review and approval of the HUD-1 prior to closing.
A copy of the Purchase Agreement attached to the Notice is
available for free at:
http://bankrupt.com/misc/Michael_Dombrowski_416_Sales.pdf
In the opinion of the Debtor, it is in the best interest of the
Estate to sell the Property free and clear of the lien of the Bank,
with said lien to transfer and attach to the proceeds from the sale
of the Property. Said sale is to be conducted as a private sale to
the Purchasers on the terms and conditions stated in the Purchase
Agreement.
All net sale proceeds will be paid directly to the Bank at closing
by either check or wire transfer. The Bank will execute and
provide a release of its mortgage, but only with respect to the
Property and not as to any other Collateral. The sale of the
Property is to be conducted at a closing to occur at a date and
location mutually agreed upon by the parties.
The Debtor respectfully asks the Court to authorize the proposed
sale and for such other and further relief as the Court deems just
and appropriate.
About Michael G. Dombrowski
The Michael G. Dombrowski is an active real estate investor with
numerous real properties in Alabama and several other states. In
addition to his own properties, he is a member or member/owner of
several limited liability companies that own real properties.
Michael G. Dombrowski sought Chapter 11 protection (Bankr. N.D.
Ala. Case No. 16-81412) on May 11, 2016. The Debtor tapped
Tazewell Shepard, Esq., at Sparkman, Shepard & Morris, P.C., as
counsel.
MILLENNIUM PARK: Moody's Assigns B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned credit ratings to Millennium
Park HoldCo, Inc. (indirect parent of Market Track, LLC, "Market
Track"). Moody's assigned the Corporate Family Rating (CFR) at B3,
the Probability of Default Rating (PDR) at B3-PD and the senior
secured first lien revolver and term loan ratings at B2. The
ratings outlook is stable.
The proceeds of the $225 million term loan, a $95 million senior
secured second lien term loan (unrated) and equity from affiliates
of financial sponsor Vista Equity Partners will be used to purchase
Market Track, fund $25 million of cash to its balance sheet and pay
transaction-related fees and expenses.
Millennium Park HoldCo, Inc.
Assignments:
Corporate Family Rating, at B3
Probability of Default Rating, at B3-PD
$30 Million Senior Secured First Lien Revolving Credit Facility due
2022, at B2 (LGD3)
$225 Million Senior Secured First Lien Term Loan due 2024, at B2
(LGD3)
Outlook:
Outlook, Stable
RATINGS RATIONALE
The B3 CFR reflects Moody's expectations for very high debt to
EBITDA of over 8 times at closing to decline to around 7 times over
the next 12 to 18 months through 4% to 8% revenue growth and
steady, solid 35% EBITA margins after achieving planned cost
reduction goals and assuming elimination of historical expenses the
company identifies as non-recurring. Market Track has small revenue
scale and a narrow operating scope providing data and analytics
related to product pricing and promotions to retailers, producers
of consumer packaged goods and advertising companies. Market
Track's high quality roster of customers includes the largest
companies involved in the marketing and selling of consumer
packaged goods in the U.S,, most of whom have renewed their
subscriptions for many years. The customer base and high rates of
subscription renewal are key factors supporting the rating. Market
Track's database of promotional activity and installed base of
users is costly and time consuming to produce, which creates some
barriers to entry. Because data collection related to digital
pricing and promotions tends to be more automated than channels
such as printed circulars, Market Track will need to sustain
meaningful investment to build and maintain a competitive position
as marketing spending continues to transition to digital formats.
The company has a limited track record operating with its current
mix of services as it has completed 10 acquisitions since 2012 and
historical free cash flow is modest.
Moody's anticipates revenue growth will come from a combination of
expanding services provided to existing customers, adding new
customers and price increases. Other credit metrics including EBITA
to interest above 1.5 times and projected free cash flow to debt in
excess of 3% are solid for the B3 rating category. The large equity
investment, which makes up over 50% of the sources of funds to
close the acquisition, provides further support.
All financial metrics reflect Moody's standard adjustments. Moody's
further adjusts EBITA and EBITDA to expense capitalized software
costs.
Moody's considers Market Track's liquidity profile adequate.
Liquidity is provided by $25 million of balance sheet cash at
closing, expectations for free cash flow in every fiscal quarter
and the unused and fully available $30 million revolver expiring in
2022. Moody's expects annual free cash flow of at least $10
million, which will cover $2.25 million of annual required loan
amortization and around $3 million of acquisition-related earn-out
payments in 2017 and 2018. A financial covenant is applicable to
the revolver only if it is drawn more than 35%; there is no
financial covenant applicable to the term loan. Moody's does not
expect the covenant to be triggered absent acquisitions and that
Market Track will maintain good headroom within the required
covenant level given the sizable permitted EBITDA adjustments.
The B2 ratings assigned to the senior secured first lien
obligations reflect a PDR of B3-PD and a loss given default
assessment of LGD3, reflecting their senior priority ahead of the
unrated $95 million second lien term loan and other unsecured trade
and lease obligations of the company in the hierarchy of claims at
default.
The stable ratings outlook reflects Moody's expectations for 4% to
8% revenue growth, timely achievement of cost reduction initiatives
and very high rates of customer retention. Moody's also anticipates
in the stable outlook that Market Track may use free cash flow and
the proceeds of incremental debt financings to make acquisitions.
The ratings could be upgraded if: 1) revenue size is increased
meaningfully; 2) Moody's expects debt to EBITDA will remain around
5.5 times or lower; 3) Moody's anticipates solid and stable free
cash flow; and 4) Market Track demonstrates a commitment to
balanced financial policies.
The ratings could be downgraded if: 1) customer retention declines;
2) revenue growth is less than anticipated; 3) Moody's expects debt
to EBITDA cannot be maintained below 7 times; 4) Moody's
anticipates free cash flow to be weak; or 5) liquidity
deteriorates.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Market Track, based in Chicago, IL and controlled by affiliates of
private equity sponsor Vista Equity Partners, provides
subscription-based promotion, brand and e-commerce data and
analysis services to retailers and consumer packaged goods and
other companies. Moody's expects revenues in 2017 of over $100
million.
MINI MASTER: BTA Concrete Buying Six Vehicles for $17K
------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
six vehicles to BTA Concrete, Inc., for $17,000.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the Vehicles for which Debtor has no use and must
be sold to maximize its estate, in line with its Liquidating Plan,
and preclude its further deterioration. Maintaining the Vehicles,
not in use by Debtor, is causing unnecessary administrative
expenses such as security, insurance and property taxes, which are
burdensome to the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Vehicles free and clear of any interest, which are encumbered
in favor of the Economic Development Bank of Puerto Rico ("EDB")
and Wells Fargo Financial Lien, Inc. It considers the Buyer's
offer to be reasonable and fair.
The Vehicles proposed to be sold to BTA are:
a. 1999 Volvo TM-210, Serial No. 4VHJCABE4XN866018, for
$6,000, encumbered in favor of EDB;
b. 2000 Kenworth TM-2017, Serial No. 1NK0L00X9YR841051,
for $5,000, encumbered in favor of EDB;
c. 2001 Kenworth TM-252, Serial No. 1NK0L00X61J879521,
for $1,500, encumbered in favor of Wells Fargo;
d. 2001 Kenworth TM-255, Serial No. INK0X0TX61J868535,
for $1,500, encumbered in favor of Wells Fargo;
e. 1999 Volvo TM-269, Serial No. 4VHJCABE2XN866017, for
$1,500, encumbered in favor of Wells Fargo; and
f. 2003 Kenworth TM-274, Serial No. INK0L00X53J395701,
for $1,500, encumbered in favor of Wells Fargo.
Since the Mixers are encumbered in favor of EDB and Wells Fargo,
the proceeds of the sale will be deposited in a segregated account,
from which the payments to EDB and Wells Fargo, under the Plan will
be made on its Effective date.
The Debtor must sell the Vehicles as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Vehicles be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
The Purchaser can be reached at:
BTA CONCRETE, INC.
P.O. Box 2181
Barceloneta, PR 00617
Telephone: (787) 846-3370
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016.
Carmen M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
MINI MASTER: DDC Buying Remolque C-6 for $3K
--------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
white Remolque C-6, Serial No. 4V2SDBJH7SR514811, to DDC Equipment,
Inc. for $3,000.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the Vehicle for which Debtor has no use and must be
sold to maximize its estate, in line with its Liquidating Plan, and
preclude its further deterioration. Maintaining the Vehicle, not
in use by Debtor, is causing unnecessary administrative expenses
such as security, insurance and property taxes, which are
burdensome to the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Vehicle free and clear of any interest, which is encumbered in
favor of the Economic Development Bank of Puerto Rico ("EDB"). It
considers the Buyer's offer to be reasonable and fair.
Since the Loader is encumbered in favor of EDB the proceeds of the
sale will be deposited in a segregated account, from which the
payments to EDB under the Plan will be made on its Effective date.
The Debtor must sell the Vehicle as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Vehicle be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
The Purchaser can be reached at:
DDC EQUIPMENT, INC.
3875 NW 132nd Street
Opa Locka, FL 33054
Telephone: (305) 681-9424
Facsimile: (305) 681-9424
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. Carmen
M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
MINI MASTER: JP Demolition Buying Caterpillar 962G (L-12) for $12K
------------------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
Caterpillar 962G (L-12) loader, Serial No. 4PW00371, to JP
Demolition for $12,000.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the Loader for which Debtor has no use and must be
sold to maximize its estate, in line with its Liquidating Plan, and
preclude its further deterioration. Maintaining the Loader, not in
use by Debtor, is causing unnecessary administrative expenses such
as security, insurance and property taxes, which are burdensome to
the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Loader free and clear of any interest, which is encumbered in
favor of the Economic Development Bank of Puerto Rico ("EDB"). It
considers the Buyer's offer to be reasonable and fair.
Since the Loader is encumbered in favor of EDB the proceeds of the
sale will be deposited in a segregated account, from which the
payments to EDB under the Plan will be made on its Effective date.
The Debtor must sell the Loader as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Loader be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
The Purchaser can be reached at:
JP DEMOLITION
P.O. Box 1685
Canovanas, PR 00729
Telephone: (787) 649-1401
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016.
Carmen M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
MINI MASTER: Marrero Velez Buying 2007 Chevrolet Silverado for $2K
------------------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
Chevrolet Silverado (2007), Serial No. 3GCEC14X17G149789, to Mr.
Edwin R. Marrero Velez for $2,100.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the unencumbered Vehicle for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.
Maintaining the Vehicle, not in use by Debtor, is causing
unnecessary administrative expenses such as security, insurance and
property taxes, which are burdensome to the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Vehicle free and clear of any interest. It considers the
Buyer's offer to be reasonable and fair.
The Debtor must sell the Vehicle as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Vehicle be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
The Purchaser can be reached at:
Edwin R. Marrero Velez
P.O. Box 218
Morovis, PR 00687
Telephone: (787) 316-8526
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. Carmen
M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
MINI MASTER: Master Group Buying Three Ford Vehicles for $22K
-------------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
Ford F-550, Serial No. 1FDAF56F92EA32023; Ford F-150, Serial No.
1FTRX14W15NA46616; and Ford F-350, Serial No. 1FDWF36P05ED14770, to
Master Group, Corp. for $22,000.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the unencumbered Vehicles for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.
Maintaining the Vehicles, not in use by Debtor, is causing
unnecessary administrative expenses such as security, insurance and
property taxes, which are burdensome to the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Vehicles free and clear of any interest. It considers the
Buyer's offer to be reasonable and fair.
The Debtor must sell the Vehicles as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Vehicles be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
The Purchaser can be reached at:
MASTER GROUP, CORP.
425 Carr. 693 PMB 240
Dorado, PR 00646-4802
Telephone: (787) 740-5254
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. Carmen
M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
MINI MASTER: PR Productos Buying Euclid R40C for $1K
----------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
hauling truck Euclid R40C (MAT-1), Serial No. 4C4TDC76579, to PR
Productos de Agregados, Inc. for $1,000.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the unencumbered Vehicle for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.
Maintaining the Vehicle, not in use by Debtor, is causing
unnecessary administrative expenses such as security, insurance and
property taxes, which are burdensome to the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Vehicle free and clear of any interest for $1,000. It
considers the Buyer's offer to be reasonable and fair.
The Debtor must sell the Vehicle as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Vehicle be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
The Purchaser can be reached at:
PR PRODUCTOS DE AGREGADOS, INC.
P.O. Box 800005
Coto Laurel, P.R. 00780
Telephone: (787) 840-7500
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. Carmen
M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
MINI MASTER: PR Productos Buying Euclid R40C for $4K
----------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
hauling truck Euclid R40C (MAT-2), Serial No. 4C4TDC76580, to PR
Productos de Agregados, Inc., for $4,000.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the unencumbered Vehicle for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.
Maintaining the Vehicle, not in use by Debtor, is causing
unnecessary administrative expenses such as security, insurance and
property taxes, which are burdensome to the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Vehicle free and clear of any interest, which is encumbered in
favor of Wells Fargo Financial Lien, Inc. It considers the Buyer's
offer to be reasonable and fair.
Since the Vehicle is encumbered in favor of Wells Fargo, the
proceeds of the sale will be deposited in a segregated account,
from which the payments to Wells Fargo under the Plan will be made
on its Effective date.
The Debtor must sell the Vehicle as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Vehicle be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. Carmen
M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
MINI MASTER: Rivera Buying Chevrolet Malibu (2005) for $600
-----------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
Chevrolet Malibu (2005), Serial No. 1G1ZT54895F262656, to Mr. Angel
Rivera for $600.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the unencumbered Vehicle for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.
Maintaining the Vehicle, not in use by Debtor, is causing
unnecessary administrative expenses such as security, insurance and
property taxes, which are burdensome to the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Vehicle free and clear of any interest. It considers the
Buyer's offer to be reasonable and fair.
The Debtor must sell the Vehicle as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Vehicle be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
The Purchaser can be reached at:
Angel Rivera
HR 01 Box 2395
Morovis, PR 00687
Telephone: (787) 381-0187
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. Carmen
M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
MINI MASTER: Rodriguez Ready Buying Kenworth Remolque C-11 for $12K
-------------------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
Kenworth Remolque C-11, Serial No. 1NK0L60X3YJ840947, to Rodriguez
Ready Mix, Inc. for $12,000.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the unencumbered Vehicle for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.
Maintaining the Vehicle, not in use by Debtor, is causing
unnecessary administrative expenses such as security, insurance and
property taxes, which are burdensome to the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Vehicle free and clear of any interest, which is encumbered in
favor of the Economic Development Bank of Puerto Rico ("EDB"). It
considers the Buyer's offer to be reasonable and fair.
Since the Vehicle is encumbered in favor of EDB; the proceeds of
the sale will be deposited in a segregated account, from which the
payments to EDB, under the Plan will be made to EDB on its
Effective date.
The Debtor must sell the Vehicle as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Vehicle be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
The Purchaser can be reached at:
RODRIGUEZ READY MIX, INC.
P.O. Box 1239
Hormigueros, PR 00660
Telephone: (787) 849-0055
Facsimile: (787) 849-5533
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. Carmen
M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
MINI MASTER: Rodriguez Ready Buying Summit Tumba Agg. A3T for $12K
------------------------------------------------------------------
Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court
for the District of Puerto Rico to authorize the private sale of
Summit Tumba Agg. A3T, Serial No. 1S8AD283XT0009257, to Rodriguez
Ready Mix, Inc., for $12,000.
Objections, if any, must be filed within 21 days after service of
Notice.
The Debtor owns the unencumbered Equipment for which Debtor has no
use and must be sold to maximize its estate, in line with its
Liquidating Plan, and preclude its further deterioration.
Maintaining the Equipment, not in use by Debtor, is causing
unnecessary administrative expenses such as security, insurance and
property taxes, which are burdensome to the Debtor's estate.
The Debtor has received an offer from the Buyer for the purchase of
the Equipment free and clear of any interest. It considers the
Buyer's offer to be reasonable and fair.
The Debtor must sell the Equipment as expeditiously as possible, in
order to maximize its value and avoid its deterioration,
particularly considering that the Debtor is no longer in
operations. Therefore, it is in the best interest of its estate
and its creditors that the Equipment be sold as proposed.
Accordingly, the Debtor asks the Court to approve the proposed
sale.
About Mini Master Concrete Services
Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. Carmen
M. Betancourt, president, signed the petition. The Debtor
disclosed total assets of $15.78 million and total liabilities of
$5.46 million. The Hon. Mildred Caban Flores is the case judge.
Charles A. Cuprill, Esq., at PCS Law Offices, is serving as counsel
to the Debtor.
NATIVE GAMES: Wants Plan Exclusivity Extended to Sept. 28
----------------------------------------------------------
Native Games America, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to extend:
-- the 120-day period for filing a plan of reorganization to
and including Sept. 28, 2017, from May 30, 2017, and
-- the 180-day period for securing acceptance of the plan
through and including Nov. 29, 2017, from July 26, 2017.
The Debtor's Exclusivity Period expires on May 30, 2017, and the
Acceptance Period expires on July 26, 2017, absent an extension.
The Debtor says that its diligent efforts to proceed with its
reorganization and negotiate resolution with its largest creditor
throughout the Chapter 11 case provide cause for a short extension
of the Exclusive Periods so that the Debtor receives the benefit of
those time periods as Congress intended in Section 1121 of the
Bankruptcy Code.
The Debtor has been engaged in extensive discussions with its
largest creditor, Peter Lee, in an attempt to reach a resolution
between the parties. These discussions, according to the Debtor,
have been fruitful and the Debtor believes that a settlement with
Mr. Lee is forthcoming. Determining the terms of a resolution with
Mr. Lee is critical prior to proposing a plan or reorganization or
assessing whether the case should proceed after a resolution is
reached.
About Native Games America
Native Games America, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10356) on Jan. 27,
2017. The petition was signed by Jeff Martinez, manager.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
Zachariah Larson, Esq., and Matthew Zirzow, Esq., at Larson &
Zirzow, LLC, serve as the Debtor's legal counsel.
NEW BEGINNINGS: PCO Files 7th Report
------------------------------------
Laura E. Brown, the Patient Care Ombudsman for New Beginnings Care,
LLC, has filed a Seventh Report before the U.S. Bankruptcy Court
for the Eastern District of Tennessee at Chattanooga.
According to the Report, the Representatives of the Georgia Office
of the State-Long-Term Care Ombudsman for (a) Abbeville Healthcare
and Rehab, LLC; (b) Goodwill Healthcare and Rehab, LLC; (c)
Jeffersonville Healthcare and Rehab, LLC; and (d) Oceanside
Healthcare and Rehab, LLC, and the Representatives of the Ohio
Office of the State-Long-Term Care Ombudsman for Campus Healthcare
and Rehab, LLC and Cedarcreek Healthcare and Rehab, LLC have
continued to follow up with their respective former residents in
their new facilities to ensure that the residents did not suffer
ill effects as a result of moving to a new facility. Meanwhile, the
PCO noted that the report about Savannah Beach Healthcare and
Rehab, LLC will be updated as soon as possible.
The Report further provides that the complaints related to the
resident care at Eastman Healthcare and Rehab, LLC were immediately
addressed with their director of nursing.
Moreover, the PCO reported five open complaints at Edwards Redeemer
Healthcare and Rehab, LLC, received during the month of March 2017.
The five open complaints involve issues relating to the facility
response to complaints, facility failure to follow a resident's
plan of care, facility failure to respond to a request for
assistance with resident hygiene, and the resident ability to
exercise choice.
The Report also provides that the Ombudsman representative at Mt.
Pleasant Healthcare and Rehab, LLC will continue to monitor the
facility to ensure that the residents do not experience any
disruption in care. The PCO noted that there was no decline in the
quality of resident care at the Debtor's facility.
Likewise, Ms. Jeanne O'Brien, the representative of the Georgia
Office of the Long-Term Care Ombudsman Woodlands Healthcare and
Rehab, LLC did not receive any new complaints during the
visitation. She further noted that there was no decline in the
resident care of the Debtor's facility during February.
A full-text copy of the PCO Report is available for free at:
http://bankrupt.com/misc/tneb16-10272-1195.pdf
About New Beginnings
New Beginnings Care, LLC, and several affiliated entities provide
nursing homes services to the residents of Georgia and Oklahoma
through four traditional nursing care facilities.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Tenn. Case Nos. 16-10272 to 16-10273; 16-10275 to 16-10280; and
16-10282 to 16-10287) on Jan. 22, 2016. The Hon. Nicholas W.
Whittenburg presides over the cases. David J. Fulton, Esq., at
Scarborough & Fulton, serves as counsel to the Debtors. The
Debtors also employed Littler Mendelson, PC, as special counsel.
New Beginnings estimated under $50,000 in assets and $1 million to
$10 million in liabilities. The petition was signed by Debbie
Jones, member.
* * *
Under the Amended Plan, Class 2 Claim (City First Mortgage Secured
Claim) is impaired. City First Mortgage will be paid 100% together
with interest at the current risk free market rate, plus a risk
factor of 1.5%. The Debtor will make monthly payments of interest
only for 20 years fully amortized over 20 years with a simple
interest rate of 3.4% (approximate monthly payment $570) with a
final balloon payment at the end of year 20. Within 10 days
following Confirmation the Debtor will execute a new promissory
note and other loan documents as reasonably necessary to effectuate
the terms of the confirmed Plan. In the event the Debtor and City
First Mortgage cannot agree on the form and content of a promissory
note and reasonably related loan documents, the form and content of
the documents will be approved by the Court after a motion by the
Debtor and City First Mortgage.
The Debtors' original Plan filed in August 2016 proposed that
holders of Class 5 Claims, which consist of all allowed general
unsecured claims estimated to total $1,956.74, be paid 100% of
their allowed claims in a single payment due 12 months after the
Confirmation Date.
Funding of the Debtor's plan of reorganization will be from the
operations of the Debtor.
The Amended Disclosure Statement is available at:
http://bankrupt.com/misc/flsb16-11907-100.pdf
NEW JERSEY MICRO-ELECTRONIC: Has Interim OK to Use Cash Collateral
------------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey authorized New Jersey Micro-Electronic
Testing, Inc., to interim use of cash collateral for the periods
and in accordance with the cash collateral budget.
Judge Sherwood acknowledged that the Debtor does not have
sufficient unencumbered cash or other assets with which to continue
to operate its business in Chapter 11. He also acknowledged the
Debtor requires immediate authority to use cash collateral in order
to continue its business operations without interruption toward the
objective of formulating in effective plan of reorganization.
The Debtor is authorized to use cash collateral for: (a)
maintenance and preservation of its assets; (b) the continued
operation of its business, including but not limited to payroll,
payroll taxes, employee expenses, and insurance costs; (c) the
completion of work-in-process; and (d) the purchase of replacement
inventory.
Spencer Savings Bank, SLA, has asserted a secured claim against the
Debtor in the approximate amount of $250,000 as of the Petition
Date. Spencer Savings Bank has a properly perfected lien on the
Debtor's property, including the Debtor's accounts, inventory and
other collateral, as well as the products and proceeds thereof.
Spencer Savings Bank is granted a replacement perfected security
interest to the extent Spencer Savings Bank's cash collateral is
used by the Debtor, and to the extent and with the same priority in
the Debtor's postpetition collateral, and proceeds thereof, that
Spencer Savings Bank held in the Debtor's prepetition collateral.
The Debtor is directed, among other things, to:
(a) continue to tender payments to Spencer Savings Bank as
required under the prepetition Loan and Security Agreement between
the Debtor and Spencer Savings Bank;
(b) provide monthly periodic accounting to Spencer Savings
Bank setting forth the cash receipts and disbursements made by the
Debtor under the Order. In addition, the Debtor shall provide
Spencer Savings Bank with copies of all other reports required by
the prepetition loan documents and any other reports reasonably
required by Spencer Savings Bank as well as copies of the Debtor's
monthly U.S. Trustee operating reports; and
(c) permit Spencer Savings Bank and any of its agents,
reasonable and free access to the Debtor's records and place of
business to verify the existence, condition and location of
collateral in which Spencer Savings Bank holds a security interest
and to audit Debtor's cash receipts and disbursements.
Any creditor or other interested party having any objection to the
Interim Order must file a written objection on or before May 30,
2017 and will appear to advocate said objection at the final
hearing which will be held on June 6, 2017 at 2:00 p.m.
A full-text copy of the Order, dated May 3, 2017, is available at
https://is.gd/PihJEJ
About New Jersey Micro-Electronic Testing
Based in Clifton, NJ, New Jersey Micro-Electronic Testing, Inc. --
http://njmetmtl.com/-- provides professional electronic component
testing to the commercial, military, aerospace, industrial and
automotive fields worldwide for nearly 40 Years. The Company
posted gross revenue of $2.25 million in 2016 compared to gross
revenue of $2.59 million in 2015.
New Jersey Micro-Electronic Testing filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 17-18977) on May 1, 2017. Giacomo
Federico, president, signed the petition. The case is assigned to
Judge John K. Sherwood. The Debtor is represented by Matteo
Percontino, Esq. and Bruce J. Wisotsky, Esq. at Norris, McLaughlin
& Marcus, P.A. At the time of filing, the Debtor had $483,782 in
assets and $4.68 million in liabilities.
NEXT COMMUNICATIONS: Hires Seltzer Mayberg as Special Counsel
-------------------------------------------------------------
Next Communications, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Seltzer Mayberg, LLC as counsel for the Debtor.
The Debtor requires Seltzer Mayberg to represent the Debtor who is
a co-plaintiff with related entity NxtGn, Inc., in a
misappropriation of trade secrets action against Defendant Viber
Media, Sarl pending in USDC SDNY.
The Debtor will compensate Seltzer Mayberg at $200 per hour plus
15% of any gross settlement and/or gross monies received in
connection with the Viber Media litigation.
Menachem M. Mayberg, Esq., partner of the law firm of Seltzer
Mayberg, 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.
Seltzer Mayberg may be reached at:
Menachem M. Mayberg, Esq.
Seltzer Mayberg, LLC
1200 Brickell Avenue, Suite 680
Miami, FL 33131
Phone: (305) 330-1336
About Next Communications
Next Communications, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 16-10411) on December 21, 2016. The Hon.
Robert a. Mark presides over the case. AM Law, LLC represents the
Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Arik Maimon, CEO.
NORTH ATLANTIC DRILLING: PwC LLP Raises Going Concern Doubt
-----------------------------------------------------------
North Atlantic Drilling Ltd. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F, disclosing a
net loss of $52.4 million on $534.7 million of total operating
revenues for the year ended December 31, 2016, compared to a net
loss of $56.8 million on $747.7 million of total operating revenues
for the year ended in 2015.
PricewaterhouseCoopers LLP in Uxbridge, United Kingdom, states that
the Company has near term liquidity constraints due to significant
cash outflows for which sufficient cash is not available which
raises substantial doubt about the Company's ability to continue as
a going concern.
The Company's balance sheet at December 31, 2016, showed total
assets of $2.92 billion, total current liabilities of $1.26
billion, total non-current liabilities of $1.27 billion, and a
total stockholders' equity of $386 million.
A full-text copy of the Company's Form 20-F is available at:
http://bit.ly/2qWgtrP
North Atlantic Drilling Ltd. is a Hamilton, Bermuda-based offshore
drilling contractor focused on operations in the North Atlantic
region, including offshore Norway and the U.K. The Company's
drilling rigs with major oil companies like Statoil,
ConocoPhillips, Total and ExxonMobil.
NORTH CENTRAL FLORIDA: Settlement Makes Cash Collateral Use Moot
----------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida entered an order denying The North Central
Florida YMCA, Inc.'s Motion for Entry of Order Authorizing the Use
of Cash Collateral, as well as Wells Fargo Bank's Motion (i) to
Prohibit the Use of Cash Collateral and (ii) for Adequate
Protection and Request for Hearing.
The Court has entered the Order, on March 16, 2017, granting the
Debtor's Motion for Approval of Settlement Agreement with Wells
Fargo Bank. Together with the Debtor's performance under the
settlement, said Order rendered the Parties' Motions moot.
About The North Central Florida YMCA
The North Central Florida YMCA, Inc., based in Gainesville,
Florida, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No.
16-10293) on Dec. 14, 2016. The petition was signed by Michele F.
Martin, vice-chair. The Debtor is represented by the Law Offices
of Jason A. Burgess, LLC. The case is assigned to Judge Karen K.
Specie. The Debtor disclosed $3.49 million in assets and $4.30
million in liabilities.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of The North Central Florida YMCA,
Inc. as of Feb. 3, according to a court docket.
NORTHEAST ENERGY: Wants to Use Sales Proceeds for June, July
------------------------------------------------------------
Northeast Energy Management, Inc., seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to use
the sales proceeds as cash collateral, for its June and July
operating expenses and to reimburse the insurance payment.
The Debtor owes S & T Bank in an aggregate balance due, as of the
Petition Date, of $622,696, which is secured by the Debtor's
equipment and assets.
The Debtor notes that the Court has previously approved the sale of
a E125 John Deere 160D Excavator to Laurel Machinery for $64,000
and a 2012 Kenworth Wench Truck TT257 to WTC Trucking. The Debtor
further notes that after certain payments, there remains a balance
of $98,154 which is held in escrow by the Debtor's counsel.
The Debtor submits that it is still in the final stages of
negotiations with certain equipment liquidators to conduct a sale
of the Debtor's assets which will form the basis for a liquidating
Chapter 11 Plan which will be filed in the near future. As such,
the Debtor needs to maintain its equipment for sale and needs to
use the proceeds of these equipment sales for its operations
through the dates of the sale and removal of the equipment --
approximately until July 31, 2017.
The Debtor expects to use cash collateral up to the aggregate sum
of $49,734 for the months June and July 2017.
In addition, the Debtor relates that its property located at 109
Madison Street, Jefferson, PA had suffered water damage in the fall
of 2016. The Debtor had received a partial payment from Travelers
Insurance Co. in the amount of $53,578, and from this amount, the
Debtor made the initial payments due to US Premium Finance for its
required insurance coverage. Accordingly, the Debtor intends to use
the balance of the sales proceeds -- the amount of $48,420 -- to
reimburse this insurance payment for the repair of the property.
A full-text copy of the Debtor's Motion, dated May 4, 2017, is
available at https://is.gd/qS0dRB
S & T Bank is represented by:
Brian M. Kile, Esq.
Grenen & Birsic, P.C.
One Gateway Center, 9th Fl.
Pittsburgh, PA 15222
About Northeast Energy Management
Northeast Energy Management, Inc., based in Indiana, PA, filed a
Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan. 16,
2017. The Hon. Jeffery A. Deller presides over the case. The
petition was signed by Paul G. Ruddy, secretary. In its petition,
the Debtor estimated $1 million to $10 million in both assets and
liabilities. Michael J. Henny, Esq., at the Law Office of Michael
J. Henny, serves as bankruptcy counsel.
OCONEE REGIONAL: Case Summary & Top Unsecured Creditors
-------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Oconee Regional Health Systems, Inc. 17-51005
821 North Cobb Street
Milledgeville, GA 31061
Oconee Regional Medical Center, Inc. 17-51006
Oconee Regional Health Services, Inc. 17-51007
Oconee Regional Emergency Medical Services, Inc. 17-51008
Oconee Regional Health Ventures, Inc.
d/b/a Oconee 17-51009
Oconee Internal Medicine, LLC 17-51010
Oconee Orthopedics, LLC 17-51011
Business Description: Oconee Regional Medical Center (ORMC) is
located in Milledgeville near the geographic
center of Georgia, providing advanced
healthcare technologies to the 90,000
residents living in the seven surrounding
counties.
The hospital offers a wide range of medical
services -- from specialized treatment
centers for cancer and wound care -- to
advanced imaging technologies that include
digital mammography and high-speed CT
scanning. In addition to its 24/7 Emergency
Department, the hospital also offers a
number of outpatient treatment programs,
same-day surgery, health education programs,
and a state-of-the-art laboratory for
diagnostic testing. For inpatient
treatment, the hospital is licensed for 140
acute care beds and for 15 beds in its
Skilled Nursing Unit, which serves patients
requiring extended care.
ORMC's roots date back to March 1957, when
it opened as Baldwin County Hospital. In
the 1990s, the hospital's name was
officially changed to Oconee Regional
Medical Center and Oconee Regional Health
Systems, Inc. was formed as a non-profit 501
(c) (3) organization to serve as a holding
company to operate the hospital. Today, the
system also encompasses a number of other
healthcare subsidiaries, including Jasper
Health Services which operates Jasper
Memorial Hospital and The Retreat Nursing
Home, both located in Monticello, Georgia.
Web site: http://www.oconeeregional.com/
Chapter 11 Petition Date: May 10, 2017
Court: United States Bankruptcy Court
Middle District of Georgia (Macon)
Debtors' Counsel: Mark I. Duedall, Esq.
BRYAN CAVE LLP
1201 West Peachtree Street, 14th Floor
Atlanta, GA 30309
Tel: 404-572-6600
Fax: 404-572-6999
E-mail: mark.duedall@bryancave.com
- and -
Leah Fiorenza McNeill, Esq.
BRYAN CAVE LLP
1201 W. Peachtree, 14th Floor
One Atlantic Center
Atlanta, GA 30319
Tel: 404-972-6925
E-mail: leah.fiorenza@bryancave.com
Debtors'
Special
Counsel: JAMES-BATES-BRANNAN-GROOVER-LLP
3399 Peachtree Rd. N.E.
17th Floor, Atlanta
Georgia 30326
Debtors'
Investment
Banker: HOULIHAN LOKEY
Debtors'
Financial
Advisor: GRANT THORNTON
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Steven M. Johnson, interim chief
executive officer.
A copy of Oconee Regional Health Systems' list of 15 unsecured
creditors is available for free at
http://bankrupt.com/misc/gamb17-51005.pdf
OLIVER C&I: Seeks June 15 Extension of Exclusive Plan Filing Period
-------------------------------------------------------------------
Oliver C&I Corp. asks the U.S. Bankruptcy Court for the District of
Puerto Rico to extend:
-- until June 15, 2017, the exclusive period to submit its
Disclosure Statement and Plan of Reorganization, and
-- by 60 days after an Order approving the Disclosure
statement becomes final, the period in which the Debtor her the
exclusive right to solicit votes for confirmation of its Plan.
The Debtor relates that its counsel has been engaged in
conversations with the Controlling Managers of the entities where
the Debtor has a substantial interest even though the Debtor's
intent was frustrated by the Controlling Managers. The Debtor notes
that the reason for its bankruptcy filing was directly related to
the actions or inaction of the Controlling Managers of these
related entities, which prompted an "embargo" of the Debtor's bank
account.
The Debtor recounts that it has filed its first Exclusivity Motion,
requesting the Court that its exclusivity period be extended until
May 15, 2017 in order to continue its negotiations with the
Controlling Manager's of the Debtor's related entities.
However, the Debtor relates that those negotiations with the
Controlling Managers have not prospered, and therefore, the Debtor
intends to move forward with its reorganization process.
Accordingly, the Debtor needs an extension of time to prepare and
file the Disclosure Statement and Plan of Reorganization in order
to properly address the pending controversies between the parties
and provide adequate information to all creditors and parties in
interest.
About Oliver C & I Corp.
Oliver C & I Corp., based in Guaynabo, Puerto Rico, filed a Chapter
11 petition (Bankr. D.P.R. Case No. 16-08311) on October 17, 2016.
The petition was signed by Max Olivera, vice-president and
treasurer. The case is assigned to Judge Mildred Caban Flores. In
its petition, the Debtor indicated $29.94 million in total assets
and $1.06 million in total liabilities.
The Debtor is represented by Carmen D. Conde Torres, Esq. at C.
Conde & Assoc. The Debtor employs Doris Barroso Vicens of RSM
Puerto Rico as its accountant; and Aurora Oti-Yvonnet of Villafane
& Oti, Certified Public Accountants, PSC, as its external auditor.
OLYMPIA OFFICE: Selling Moses Lake Property for $1.5 Million
------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York will convene a hearing on July 12, 2017 at
10:30 a.m. to consider the Commercial & Investment Real Estate
Purchase & Sale Agreement and its Rider of Olympia Office, LLC, WA
Portfolio, LLC, Mariners Portfolio, LLC, and Seahawk Portfolio,
LLC, with Moses Lake School District No. 161 in connection with the
sale of the Debtors' real property located at 1620 S. Pioneer Way,
Moses Lake, Washington for $1,500,000.
Objections, if any, must be filed no later than July 5, 2017.
By Order dated Dec. 9, 2016, the Debtors' cases were consolidated
for procedural purposes only.
The Moses Lake Property is a single story, office building which
contains 25,307 square feet of rentable area but has sat vacant
since mid-2015. It is situated on a 2.29 acre site with plenty of
parking availability.
On Feb. 10, 2011, CDC Properties I, LLC, a Delaware limited
liability company, filed a voluntary petition for reorganization
pursuant to Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Western District of Washington and was
assigned case number 11-41010.
CDC was the owner of the real properties located at, and known as,
(i) 5000 Capital Boulevard Southeast, Tumwater, Washington; (ii)
640 Woodland Square Loop Southeast, Lacey, Washington; (iii) 637
Woodland Square Loop Southeast, Lacey, Washington; (iv) 629
Woodland Square Loop Southeast, Lacey, Washington; (v) 4565 7th
Avenue Southeast, Lacey, Washington; (vi) 645 Woodland Square Loop
Southeast, Lacey, Washington; (vii) 805 South Mission Street,
Wenatchee, Washington; (viii) 8830 25th Avenue Southwest, Seattle,
Washington; and (ix) the Moses Lake Property ("Real Properties").
By Order dated Nov. 22, 2011, the Washington Bankruptcy Court
confirmed the CDC plan of reorganization. On Feb. 21, 2012, the
CDC Bankruptcy Case was closed.
On Aug. 15, 2014, Prium Companies, LLC filed a voluntary petition
for reorganization pursuant to Chapter 11 of the Bankruptcy Code in
the Washington Bankruptcy Court and was assigned case. Prium is
the sole member of CDC Acquisition Co. I, LLC, a Delaware limited
liability company. CDC Acquisition is the sole member of CDC. By
Orders dated Oct. 2, 2014 and Feb. 26, 2015 in the Prium Bankruptcy
Case, Eric D. Orse, as Trustee of Prium, was appointed as the
management representative with authority over several entities
including CDC.
By Deeds dated Sept. 23, 2016, the Debtors purchased the Real
Properties from CDC, acting through Orse, subject to their existing
secured debt.
The Real Properties are subject to certain Deeds of Trust and
related loan documents dated on Sept. 29, 2004 to secure
obligations (i) originally made in favor of Merrill Lynch Mortgage
Lending, Inc. ("Original Lender") in the original principal amount
of $40,700,000 ("Note A") and (ii) originally made in favor of the
Original Lender in the original principal balance of $2,557,500
("Note B"). On Sept. 30, 2005, the Original Lender purportedly
assigned (i) Note A to Wells Fargo Bank N.A., as Trustee for the
Registered Holders of Merrill Lynch Mortgage Trust 2005-MCP1
Commercial Pass-Through Certificates, Series 2005-MCP1 and (ii)
Note B to U.S. Bank, N.A., as Successor-Trustee to LaSalle Bank
N.A., as Trustee for the benefit of the Certificate Holders of
Commercial Mortgage Pass-Through Certificates, Series MCCMT
2004-C2D.
On Oct. 18, 2016, Wells Fargo and US Bank purportedly assigned the
Notes to MLMT 2005-MCP1 Washington Office Properties, LLC
("Noteholder"). Midland Loan Services, a division of PNC Bank,
N.A. serves as both the master servicer and special servicer for
Note A and the special servicer for Note B.
On March 10, 2017, the Debtors filed a joint disclosure statement
and joint plan of reorganization. The Plan contemplates, among
other things, the sale and liquidation of the Moses Lake Property.
To the extent the Debtors amend the Plan, any such amendments will
provide for the liquidation of the Moses Lake Property.
In October 2016, the Noteholder commissioned appraisals of the Real
Properties including the Moses Lake Property. According to the
Noteholder's Appraisals, the Moses Lake Property has an "as is"
market value of $525,000 with a 90-day liquidation value of
$420,000.
On July 29, 2016, JSH Properties, Inc. ("Receiver") prepared a
Listing Proposal and Broker Opinion of Value for Midland with
respect to the Real Properties including the Moses Lake Property.
According to the Receiver's Opinion of Value, the "Recommended
Asking Price" for the Moses Lake Property is $506,140 and the
"Estimate Closing Price" is $253,070.
In October 2016, Kidder Mathews Valuation Advisory Services
prepared appraisals of the Real Properties, including the Moses
Lake Property. Pursuant to the Debtors' Appraisals, the Moses Lake
Property has a market value of $1,200,000.
By Order dated Feb. 6, 2017, Kiemle & Hagood Co. ("K&H") was
retained as the Debtors' real estate broker to market and sell the
Moses Lake Property. Since the entry of its retention order, K&H
has diligently advertised and marketed the Moses Lake Property for
sale.
After marketing the Moses Lake Property for several months, the
Purchaser offered to pay the sum of $1,500,000 for the acquisition
of the Moses Lake Property.
The Debtors have been advised by K&H that, after a period of heavy
marketing, the Purchaser made the highest and best offer for the
Moses Lake Property. Indeed, the Purchase Price is in excess of
even the Debtors' appraised value. Significantly, it is
approximately $1,000,000 more than the Noteholder's appraised "as
is" valuation of the Moses Lake Property and the Receiver's
"Recommended Asking Price." The Receiver's "Estimate Closing
Price" also pales in comparison to the Purchase Price. As such,
the Debtors' believe that the Purchase Price is in the best
interest of their estate.
In pertinent part, the Sale Agreement provides for a purchase price
of $1,500,000. The Purchaser is obligated to tender the balance of
the Purchase Price at the closing on the Moses Lake Property.
Further, the Purchaser will be obligated to pay taxes and costs
associated with the preparation and filing of any required
recording documents. The Sale Agreement further states that the
Moses Lake Property is being sold "as is, where is," free and clear
of all the Liens. Moreover, the Sale Agreement provides for terms
and procedures for closing on the Sale of the Moses Lake Property.
The Purchaser will close on the Sale upon the date which is 30
calendar days after the entry of the Sale Order or the Plan Order,
whichever date is later, time being of the essence. However, the
Debtors may opt to conduct a closing on title to the Moses Lake
Property subsequent to the entry of the Sale Order but prior to the
entry of the Plan Order.
A copy of the Sale Agreement attached to the Notice is available
for free at:
http://bankrupt.com/misc/Olympia_Office_173_Sales.pdf
From the proceeds of the Sale of the Moses Lake Property, the
following amounts will be paid and disbursed at Closing: (i) first,
to pay or withhold traditional closing costs and any tax
consequences of the sale of the Moses Lake Property; (ii) second,
$90,000 to K&H on account of its real estate brokerage commissions;
(iii) third, $6,500 to the Office of the United States Trustee in
connection with its quarterly fees earned on account of the Moses
Lake Property sale; (iv) fourth, $420,000, plus the applicable 4.4%
per annum rate, to the Noteholder on account of, and in
satisfaction of, its super-priority administrative expense claim;
and (v) fifth, the balance of the sale proceeds to the Noteholder,
which sums will be applied as a principal payment reduction of Note
A.
The Debtors submit that the Sale contemplated herein in accordance
with the Sale Agreement will provide the estate with an opportunity
to realize the greatest value from the Moses Lake Property. They,
in the exercise of their reasonable business judgment, recommend
that the Court authorizes and approves the Sale Agreement and
permits them to proceed with a closing in accordance with the Sale
Agreement. Accordingly, the Debtors ask the Court to enter an
Order granting the relief requested and for such other relief as it
deems just and proper.
The Debtors respectfully ask that any Order approving the sale of
the Moses Lake Property includes a waiver of the stay under
Bankruptcy Rule 6004(h).
The Purchaser can be reached at:
MOSES LAKE SCHOOL DISTRICT NO. 161
Attn: Micheile R. Price
920 W. Ivy Ave.
Moses Lake, WA 98837
About Olympia Office
Olympia Office LLC, based in Cedarhurst, NY, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 16-74892) on Oct. 20, 2016.
The
petition was signed by Sung II Han, vice president. The Hon. Alan
S Trust presides over the case. In its petition, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.
The affiliates of Olympia Office LLC: WA Portfolio LLC; Mariners
Portfolio LLC; and Seahawk Portfolio LLC filed separate Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-75515, 16-75516
and 16-75517, respectively) on Nov. 28, 2016. At the time of
filing, each of the debtor-affiliates had $10 million to $50
million in estimated assets and $50 million to $100 million in
estimated liabilities.
The Debtors are represented by Jordan Pilevsky, Esq., at Lamonica
Herbst & Maniscalco LLP. The Debtors employ Mike Livingston and
Kiemle & Hagood Company as real estate broker.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case.
ORANGE PEEL: Exclusive Plan Filing Period Extended Through June 5
-----------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida extended the deadline for Orange Peel
Enterprises, Inc. to file a chapter 11 plan and disclosure
statement through June 5, 2017, as well as the period during which
the Debtor may solicit acceptances of its chapter 11 plan through
August 3, 2017.
The Troubled Company Reporter had previously reported that the
Debtor asked the Court for a third exclusivity extension as it
needed more time to negotiate with, and if necessary, litigate
against, Environmental Research Center (ERC) before it must propose
a plan. Majority or 99% of claims in the Debtor's case is
represented by Claim No. 4-1 filed by ERC for $194 million, which
is based on the Debtor's alleged violations of California's Health
and Safety Code.
The Debtor filed on April 7, 2017, its objection to ERC's $194
million claim based on the Debtor's defenses under California law.
About Orange Peel Enterprises
Orange Peel Enterprises, Inc., d/b/a GREENS+, based in Vero Beach,
Fla., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case
No. 16-21023) on August 9, 2016. The petition was signed by Jude
A. Deauville, CEO. The Hon. Erik P. Kimball presides over the
case. Bradley S. Shraiberg, Esq., at Shraiberg Ferrara Landau &
Page PA, serves as bankruptcy counsel. In its petition, the Debtor
estimated $1 million to $10 million in assets and $100 million to
$500 million in liabilities.
The Debtor was in the business of formulation, manufacture, and
wholesale distribution of health food products and supplements
under the Greens+(R) brand and brand extensions.
The U.S. Trustee has been unable to appoint an official unsecured
creditors committee in the Debtor's case.
* * *
On February 22, 2017, the Bankruptcy Court approved the sale of
substantially all of the Debtor's property to Greens Plus, LLC.
The sale closed on February 28, 2017, and netted a total of
$684,089.05 for the Debtor's estate.
PANDA TEMPLE: Hires Latham & Watkins as Co-Counsel
--------------------------------------------------
Panda Temple Power, LLC, et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Latham &
Watkins LLP, Inc., as co-counsel, nunc pro tunc to April 17, 2017.
The Debtors require Latham & Watkins to:
a. advise the Debtors with respect to their powers and duties
as debtors-in- possession in the continued management and operation
of their businesses and properties;
b. attend meetings and negotiate with representatives of
creditors, interest holders, and other parties in interest;
c. analyze proofs of claim filed against the Debtors and
potential objections to such claims;
d. analyze executory contracts and unexpired leases and
potential assumptions, assignments, or rejections of such contracts
and leases;
e. take all necessary action to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors,
representing the Debtors' interests in negotiations concerning
litigation in which the Debtors are involved, including objections
to claims filed against the estates, and obtaining
debtor-in-possession financing and authority to use cash
collateral;
f. prepare motions, applications, answers, orders, reports,
and papers necessary to the administration of the Debtors’
estates;
g. take necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a plan of reorganization;
h. advise the Debtors in connection with any potential sale of
assets or stock and taking necessary action to guide the Debtors
through such potential sale;
i. appear before this Court or any Appellate Courts and
protecting the interests of the Debtors' estates before those
Courts and the United States Trustee (the "U.S. Trustee");
j. advise on corporate, litigation, environmental, finance,
tax, employee benefits, and other legal matters, including any and
all matters listed in this Application; and
k. perform all other necessary legal services for the Debtors
in connection with the Chapter 11 Cases.
Latham & Watkins will be paid at these hourly rates:
Partners $975-$1,395
Counsel $950-$1,375
Associates $495-$980
Paraprofessionals $230-$720
During the 90-day period prior to the Debtors' bankruptcy filing,
the Debtors paid Latham & Watkins a total of $700,297. Of such
amount, $200,000 was paid in the form of retainers for the advance
payment of subsequent invoices.
As of the Petition Date, the Debtors owed L&W $29,477.51 for legal
services rendered before the Petition Date. L&W will not seek
repayment of such amounts, and, accordingly, L&W is not a creditor
of the Debtors. During the one year prior to the Petition Date, L&W
received $717,456.75 in total compensation from the Debtors for
fees and expenses.
L&W will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Keith A. Simon, Esq., partner in the law firm of Latham & Watkins,
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.
The Debtors anticipate filing an application to retain Richards,
Layton & Finger, P.A. ("RLF") as their bankruptcy co-counsel and
conflicts counsel.
L&W can be reached at:
Keith A. Simon, Esq.
Latham & Watkins, LLP
885 Third Avenue
New York, NY 10022-4834
Tel: +1.212.906.1372
Email: keith.simon@lw.com
About Panda Temple
Panda Temple Power, LLC and Panda Temple Power Intermediate
Holdings II, LLC filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-10839) on April 17, 2017.
Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I
Generating Station, a clean, natural gas-fueled, 758-megawatt
combined-cycle electric generating facility located in Temple,
Texas. The Temple I Project utilizes advanced emissions-control
technology, making it one of the cleanest natural gas-fueled power
plants in the United States. Employing "quick start" turbines,
which can achieve 50% power production in 10 minutes and a full
baseload capacity in 30 minutes, the Temple I Project can supply
the power needs of up to 750,000 homes.
The Temple I Project was originally financed with approximately
$377 million of secured debt and $375 million of equity.
Approximately $100 million of the equity investment was provided by
Panda Funds, with the remaining $275 million provided by third
party co-investors. Construction of the Temple I Project began in
July 2012 and commercial operations commenced in July 2014. In
March 2015, the original secured debt was refinanced with
approximately $400 million of secured debt under the Prepetition
Credit Agreement.
Panda Temple Power Intermediate Holdings II, LLC is a holding
company with no assets other than its ownership interests in
Temple I.
In 2016, the Debtors' total revenue from energy sales was
approximately $71.9 million and its EBITDA was $17.8 million.
The cases are pending before the Honorable Laurie Selber
Silverstein.. The Debtors have hired Richards, Layton & Finger,
P.A. and Latham & Watkins LLP as attorneys; Ducera Partners LLC as
financial advisors; and Prime Clerk LLC as claims and noticing
agent.
The Office of the U.S. Trustee on May 3, 2017, disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Panda Temple Power, LLC.
PAROLE BESTGATE: Elizon DB Consents to Cash Use Until Sept. 30
--------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland entered a second consent order authorizing Parole
Bestgate LLC to use cash collateral through Sept. 30, 2017.
The Debtor is indebted to Elizon DB Transfer Agent LLC in the
principal amount of $6,946,849 as of Oct. 15, 2016, plus accrued
interest and attorneys' fees. Elizon DB asserts that it has a
valid perfected first priority security interests and liens in the
collateral, which includes leases, rents, income, profits, and
contracts.
The Debtor has provided Elizon DB with a budget setting forth an
itemization of the Debtor's cash needs for the period from April 1,
2017 through Sept. 30, 2017. The approved six-month budget provides
total operating expenses in the aggregate sum of $228,959.
Elizon DB is authorized to apply the Reserve Funds -- Elizon DB
holds in escrow a reserve of the Debtor's cash in the amount of
$40,008. As a payment of the Debtor to the obligations owed under
the Loan Documents immediately upon the entry of the Consent Order.
Beginning in the month of April 2017, the Debtor will make monthly
payments to Elizon DB in the amount of $34,445, which amounts
received by Elizon DB may be applied to obligations owed under the
Loan Documents.
Elizon DB is granted a continuing, valid, binding, enforceable
perfected post-petition security interest in and to all assets of
the Debtor, of any kind or nature whatsoever, real or personal,
whether now existing or hereafter acquired, and the proceeds of the
foregoing.
The Debtor is directed to maintain insurance at all times, and upon
the request of Elizon DB, the Debtor will provide Elizon DB with
proof of such insurance. The Debtor also agrees to maintain, keep
and preserve the collateral and further agrees to use its best
effort in collecting all rents and maximizing the occupancy and
profitability of the collateral and the Debtor.
A full-text copy of the Second Consent Order, dated May 9, 2017, is
available at https://is.gd/0KlUPt
About Parole Bestgate
Parole Bestgate LLC owns and operates a commercial office building
located in Annapolis, Maryland.
James Joseph Sokolis filed an involuntary Chapter 11 petition
against Parole Bestgate (Bankr. D. Md. Case No. 16-11840) on Feb.
17, 2016. On March 29, 2016, the Court entered an Order for relief
in the Chapter 11 case.
The case is assigned to Judge David E. Rice.
The Debtor is represented by Michael J. Lichtenstein, Esq., and
Megan A. Raker, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker,
P.A., of Potomac, Maryland.
PERFUMANIA HOLDINGS: Names Acorda's Nofi as CFO
-----------------------------------------------
Michael Nofi has been appointed as Perfumania Holdings, Inc.'s
chief financial officer, effective May 2, 2017.
Mr. Nofi, age 46, has over 25 years of experience in corporate
finance including financial reporting, business process improvement
and organizational effectiveness. Prior to joining the Company,
Mr. Nofi served as the vice president of finance and controller of
Acorda Therapeutics, which develops therapies for people with
neurological disorders.
From 2014 to 2015, Mr. Nofi served as the vice president, Global
Internal Audit for Allergan, a leading integrated global specialty
pharmaceutical company. Mr. Nofi held increasing roles of
responsibilities in corporate finance at Forest Laboratories,
including assistant vice president, assistant controller from 2010
to 2014. Mr. Nofi received a B.S. in Accountancy at the Villanova
University and is a Certified Public Accountant .
In connection with his appointment, Mr. Nofi will receive an annual
base salary of $280,000, and he will also be eligible to receive
other benefits available to the Company's other executive officers.
Mr. Nofi will be an "at-will" employee of the Company and will
have no specified term as chief financial officer.
About Perfumania Holdings
Perfumania Holdings, Inc. (NASDAQ: PERF) --
http://www.perfumaniaholdings.com/-- is a specialty retailer and
distributor of fragrances and related beauty products across the
United States. As of Jan. 28, 2017, the Company operated 287
corporate-owned retail stores as well as e-commerce, specializing
in the sale of fragrances and related products across the United
States, Puerto Rico, and the U.S. Virgin Islands. The Company also
operates a wholesale distribution network that addresses
approximately 57,000 retail doors.
For the fiscal year ended Jan. 28, 2017, Perfumania reported a net
loss of $23.63 million on $468.9 million of net sales compared to a
net loss of $11.67 million on $542.0 million of net sales for the
fiscal year ended Jan. 30, 2016.
As of Jan. 28, 2017, Perfumania had $310.3 million in total assets,
$249.9 million in total liabilities, and $60.42 million in total
shareholders' equity.
PERFUMANIA HOLDINGS: Reports 4th Quarter Net Sales of $142M
-----------------------------------------------------------
Perfumania Holdings, Inc., a U.S. specialty retailer and
distributor of fragrances and related beauty products, reported
operating results for the three and twelve months ended Jan. 28,
2017.
Perfumania reported a net loss of $6.90 million on $141.5 million
of net sales for the 13 weeks ended Jan. 28, 2017, compared to net
income of $2.26 million on $162.47 million of net sales for the 13
weeks ended Jan. 30, 2016.
For the fiscal year ended Jan. 28, 2017, Perfumania reported a net
loss of $23.63 million on $468.86 million of net sales compared to
a net loss of $11.67 million on $541.96 millioni of net sales for
the fiscal year ended Jan. 30, 2016.
As of Jan. 28, 2017, Perfumania had $310.3 million in total assets,
$249.9 million in total liabilities and $60.42 million in total
shareholders' equity.
Michael Katz, president and chief executive officer of Perfumania,
commented, "Fiscal 2016 marked a challenging and transitional
period for Perfumania. Our retail stores, in particular at
locations in malls and tourist-dependent areas, were impacted by an
intense promotional and competitive sales environment, reduced foot
traffic and weaker than expected consumer spending. As a result of
the ongoing headwinds, the Company has undertaken an exhaustive
review of its operations to effect the significant changes needed
to resolve the issues that challenge our ability to achieve
sustainable profitability. As such, we are accelerating the
closure of underperforming stores where we do not see the potential
for long-term growth and profitability. This review, while
on-going, has already resulted in the reduction of our store
footprint to 287 stores as of fiscal 2016 year end, and since that
time, we closed an additional 43 locations, amounting to a
reduction of over 20% of our retail store footprint.
"To offset the challenges we are facing at our brick and mortar
locations and with the rapidly increasing shift in consumer
shopping patterns out of traditional retail to e-commerce, we are
actively implementing initiatives that will afford us the ability
to gain added leverage from our e-commerce platform and improve our
utilization of social networking, mobile, and digital applications
to engage our customers. Increasing sales volume through
Perfumania's e-commerce platform is one of our key growth
initiatives and during fiscal 2017 we plan to strategically
allocate additional resources and focus on improving the overall
online shopping experience and identifying opportunities to
leverage digital technologies to enable Perfumania to more deeply
connect with our customers.
"In addition, we have recently undertaken an exhaustive review of
our human and infrastructure resources and will be making the
appropriate changes that are expected to yield cost savings and
better align our operational structure with the changing market
dynamics.
"As it relates to our product offering, we have undertaken
initiatives to drive efficiencies in promotional spending and
further diversify our sales mix as we continue to emphasize a
greater percentage of owned brands. The cornerstone of our
marketing philosophy for our Perfumania stores is to develop
consumer awareness that the stores offer an extensive assortment of
brand name and designer fragrances at discount prices.
Mr. Katz, concluded, "As we look ahead, we understand that there is
still much work to be done and that our continued success in
implementing our strategic changes is imperative as we look to
establish a foundation for sustainable long-term growth."
Net sales during the thirteen weeks ended Jan. 28, 2017, decreased
12.9% to $141.5 million, compared to $162.5 million in the fourth
quarter of fiscal 2015, reflecting a decrease in same store sales
and lower store count as the average number of stores operated was
292, or 8.2% less compared to 318 stores in operation in the prior
year period.
Retail segment net sales decreased 16.5% to $81.2 million, compared
with last year's fourth quarter, due in large part to overall lower
foot traffic across Perfumania stores, compared with last year's
fourth quarter.
Wholesale segment net sales decreased 7.5% to $60.3 million during
the fourth quarter of fiscal 2016 from the fourth quarter of fiscal
2015 reflecting decreased sales for Quality Fragrance Group of $3
million related to lower customer demand and a decrease in Parlux
sales of approximately $1.9 million due to weaker consumer demand,
principally in department stores.
Gross profit during the fourth quarter of fiscal 2016 was $65.3
million, a decrease of 16.1%, compared to last year's fourth
quarter due to lower net sales. This led to gross profit margin of
46.1%, compared to 47.9% in the fourth quarter of fiscal 2015.
Total operating expenses were $70.5 million for the fourth quarter,
compared to $73.2 million during last year's fourth quarter
principally reflecting lower advertising expenses.
Interest expense was $1.9 million for the fourth quarter of fiscal
2016, comparable to the fourth quarter of fiscal 2015.
These factors resulted in a net loss of $6.9 million for the fourth
quarter of fiscal 2016, or a net loss per diluted share of $0.45,
compared to a net income of $2.3 million, or a net income per
diluted share of $0.15 during last year's fourth quarter.
Balance Sheet and Liquidity
Cash and cash equivalents were $7.5 million as of Jan. 28, 2017,
compared to $5.6 million at Jan. 30, 2016.
Net cash provided by operating activities during the fifty-two
weeks ended January 28, 2017 was approximately $19.3 million,
compared with approximately $38.1 million provided by operating
activities during the prior year period. The decrease in cash
primarily reflected changes in working capital and increase in our
net loss.
Net cash used in investing activities was approximately $3.1
million in the fifty-two weeks ended Jan. 28, 2017, compared to
$8.5 million in prior year period. The decrease in cash used in
investing activities resulted from fewer new Perfumania store
openings and renovations during the fifty-two weeks ended Jan. 28,
2017, compared with the fifty-two weeks ended Jan. 30, 2016.
The Company has a $175 million revolving credit facility with a
syndicate of banks, which is used for the Company's general
corporate purposes and those of its subsidiaries, including working
capital. The Company was in compliance with all financial and
operating covenants under the Senior Credit facility and as of
January 28, 2017, the Company had $94.7 million available to borrow
under the Senior Credit Facility.
A full-text copy of the press release is available for free at:
https://is.gd/f7xMmN
About Perfumania Holdings
Perfumania Holdings, Inc. (NASDAQ: PERF) --
http://www.perfumaniaholdings.com/-- is a specialty retailer and
distributor of fragrances and related beauty products across the
United States. As of Jan. 28, 2017, the Company operated 287
corporate-owned retail stores as well as e-commerce, specializing
in the sale of fragrances and related products across the United
States, Puerto Rico, and the U.S. Virgin Islands. The Company also
operates a wholesale distribution network that addresses
approximately 57,000 retail doors.
PERSONAL SUPPORT: Hires Momentum Advisors as Financial Advisor
--------------------------------------------------------------
Personal Support Medical Suppliers, Inc., and its debtor-
affiliates seek permission from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to employ Momentum Advisors
Services, LLC, Inc., as financial advisors to the Debtors.
The Debtors require Momentum to:
a. assist in the total debt restructuring; and
b. assist in daily operations of the business during the time
it takes to restructure the Debtors' debt.
Momentum agrees to perform the financial services necessary in
exchange for a retainer fee equal to $20,000 paid at the time of
execution of the Agreement to Provide Consulting Services and a fee
equal to 1% of any reduction in debt balance.
The Debtor paid the pre-petition retainer to Momentum $20,000.
Momentum then drew down on the Retainer to address pre-petition
filing in the amount of $1,575 leaving a retainer of $18,425.
Patrick G.J. Stewart, member of Momentum Advisors Services, LLC,
Inc., assured the Court that the firm does not represent any
interest adverse to the Debtor and its estates.
Momentum may be reached at:
Patrick G.J. Stewart
Momentum Advisors Services, LLC, Inc.
1489 Baltimore Pike, Suite 104
Springfield, PA 19064
Tel: (484) 291-1100
About Personal Support Medical Suppliers
Personal Support Medical Suppliers, Inc., and Care for You Home
Medical Equipment, LLC, doing business as Community Care Partners,
are both home medical equipment organizations operating in the
greater Philadelphia Region and New York with offices in
Philadelphia and Seneca, Pennsylvania.
PSMS and CCP filed Chapter 11 petitions (Bankr. E.D. Pa. Case Nos.
17-12833 and 17-12836) on April 24, 2017. David Halooka,
president, signed the petitions.
The Hon. Ashely M. Chan is the case judge.
Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., serves
as counsel to the Debtor.
At the time of filing, the Debtors each estimated assets and
liabilities at $1 million to $10 million.
To date, no trustee or examiner or creditors' committee has been
appointed in the Debtor's Chapter 11 case.
PHILADELPHIA HEALTH: Has Interim Approval to Use Cash Collateral
----------------------------------------------------------------
Judge Magdeline D. Coleman of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized North Philadelphia
Health System to use cash collateral on an interim basis.
Judge Coleman acknowledged that the Debtor requires use of patient
revenues, which include all funds received on account of patient
care associated with former residents of Norristown State
Hospital), the Distribution and the Escrow, as well as any proceeds
thereof, in which the Secured Parties may assert liens and security
interests in order to fund its obligations and pay other operating
expenses that come due prior to the Final Hearing, so as to
preserve the value of its business and assets and to avoid
immediate and irreparable harm to its estate.
The Debtor is permitted to use cash collateral, solely for, among
other things, working capital purposes, the payment of certain
obligations, the payment not to exceed $8,000 in accrued interest
to Gemino, and other obligations solely as set forth in the Budget.
The approved Budget reflects total expenses of approximately
$1,250,417 for the week of May 5, 2017, and $452,706 for the week
of May 12, 2017.
Judge Coleman granted each of the respective Secured Parties with
replacement security interests in and replacement liens on all of
the Debtor's personal property, whether such property was acquired
before or after the Petition Date, but only to the same extent,
validity and priority as the liens of each of the respective
Secured Parties on cash collateral and other collateral as of the
Petition Date.
In addition, Judge Coleman also acknowledged the Debtor's request
that Gemino consider providing a Debtor-in-Possession loan to the
Debtor, to allow the Debtor to fund its ongoing operations. Gemino
is willing to consider same as long as the Debtor agrees to pay all
reasonable fees and costs, including but not limited to, legal fees
and costs incurred by Gemino in the due diligence, under writing,
documentation and negotiation of the DIP loan, even if the DIP loan
does not close.
The final hearing to consider the entry of a further order
authorizing use of cash collateral and the hearing on the Debtor's
motion for entry of an interim order authorizing post-petition
financing are for May 10, 2017 at 11:00 a.m. Objection deadline is
set on May 9, 2017.
A full-text copy of the Twelfth Interim Order, entered on May 4,
2017, is available at https://is.gd/EHN1CW
About North Philadelphia Health System
North Philadelphia Health System, a Pennsylvania non-profit,
non-stock, non-member corporation, operates the Girard Medical
Center, a state-licensed 65-person private psychiatric hospital,
and the Goldman Clinic, a medically assisted treatment center
located Philadelphia, Pennsylvania.
North Philadelphia Health System sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on Dec.
30, 2016. The petition was signed by George Walmsley III,
president and CEO. The case is assigned to Judge Magdeline D.
Coleman. At the time of the filing, the Debtor estimated its
assets and liabilities at $10 million to $50 million.
The Debtor hired Martin J. Weis, Esq. at Dilworth Paxson LLP as
counsel; John D. Kutzler, Esq. at Buzby & Kutzler, Attorneys at
Law, as special counsel; and SSG Advisors as investment banker.
On Jan. 23, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Obermayer Rebmann Maxwell & Hippel LLP as its legal counsel.
PILGRIM'S PRIDE: Moody's Rates $1.55BB Bank Facilities Ba3
----------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Pilgrim's
Pride Corporation $1.55 billion of bank facilities closed on
May 9, consisting of a $750 million senior secured asset-based
revolving credit facility expiring May 2022 and an $800 million
senior secured term loan due May 2022. Moody's also affirmed all of
Pilgrim's other ratings, including its Ba3 Corporate Family Rating,
Ba3-PD Probability of Default Rating and B2 senior unsecured debt
rating. The ratings outlook is stable.
Net proceeds from the new bank facility were used primarily to
refinance existing senior secured debt outstanding. The new
facility replaced a $700 million asset-based senior secured
revolving credit facility that had $315 million of loans and $43
million of letters of credit outstanding as of March 26, 2017, and
a $500 million senior secured term loan. The replaced facilities
were not previously rated by Moody's.
RATINGS RATIONALE
Pilgrim's Ba3 Corporate Family Rating is supported by the company's
leading position as one of the world's largest chicken processors,
low financial leverage, and solid operating performance driven by a
disciplined operating strategy focused on improving profit margin
and earnings stability. These strengths are balanced against the
company's narrow focus in the cyclical U.S. chicken processing
industry, which is characterized by volatile earnings and narrow
profit margins. The rating also reflects the company's aggressive
financial policy that is receptive to potentially large leveraged
acquisitions, although the company has demonstrated discipline
about price and value criteria.
Pilgrim's Pride Corporation:
Moody's has assigned the following ratings:
$750 million asset-based senior secured revolving credit facility
expiring May 6, 2022 at Ba3(LGD3);
$800 million senior secured term loan due May 6, 2022 at
Ba3(LGD3).
Moody's has affirmed the following ratings:
Corporate Family Rating at Ba3;
Speculative Grade Liquidity rating at SGL-1;
Probability of Default Rating at Ba3-PD;
$500 million senior unsecured notes due March 2025 at B2(LGD5).
The ratings outlook is stable.
The Ba3 senior secured debt instrument ratings reflect the
preponderance of secured debt in Pilgrim's debt capitalization
structure -- over 70% of total debt instruments. As a result, these
instrument ratings are the same as the Ba3 Corporate Family
Rating.
Pilgrim's ratings are constrained by the company's single-protein
concentration. However, the company's ratings could be upgraded if
the company continues to enhance earnings stability through
improvements to business and product mix. Quantitatively, Pilgrim's
ratings could be upgraded if the company maintains at least 6%
operating profit margin, positive free cash flow, sustains debt to
EBITDA below 2.0x, and liquidity (cash and backup availability) of
at least $1 billion. Conversely, Pilgrim's ratings could be
downgraded in the event of a major leveraged acquisition or share
buyback, deteriorating industry fundamentals that lead to prolonged
negative free cash flow, or deteriorating liquidity.
The principal methodology used in these ratings was Global Protein
and Agriculture Industry published in May 2013.
Corporate Profile
Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation
(NASDAQ: PPC) is the second largest chicken producer in the world,
with operations in the United States, Mexico and Puerto Rico. The
company produces, processes, markets and distributes fresh, frozen
and value-added chicken products to foodservice customers,
distributors and retail operators worldwide.
For the twelve months ended March 26, 2017, Pilgrim's revenues
approximated $8.0 billion. Pilgrim's Pride is controlled by São
Paulo, Brazil based JBS, S.A. (Ba2 stable), and the largest
processor of protein in the world, through an indirect 77% equity
ownership stake.
PLATINUM PARTNERS: Insurers Fight Coverage of Fraud Claims
----------------------------------------------------------
Jeff Sistrunk, writing for Bankruptcy Law360, reports that excess
insurers Atlantic Specialty Insurance Co. and Berkley Insurance Co.
asked a New York state court to rule that they don't have to cover
hedge fund Platinum Partners or several of its executives in
connection with litigation over an alleged $1 billion securities
fraud scheme and a purported kickback scheme. The insurers,
according to Law360, claimed the fund made misrepresentations on
its policy applications. The Debtor falsely represented in
warranty statements submitted along with insurance applications in
November, the report states, citing the Insurers.
About Platinum Partners Funds
Platinum Partners' Platinum Partners Value Arbitrage Fund L.P.
("Master Fund") was registered with and regulated by the Cayman
Islands Monetary Authority as a master fund. Platinum Partners
Value Arbitrage Fund (International) Ltd. ("International Fund")
was registered with and regulated by CIMA as a mutual fund.
The International Fund offered participating shares to prospective
investors. The International Fund's investment objective was to
achieve superior capital appreciation through its indirect
investment in the Master Fund. The Master Fund is a multi-strategy
hedge fund.
The Master Fund and International Fund each filed a voluntary
petition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York. The
Chapter 15 petitions were commenced on Oct. 18, 2016, by
Christopher Barnett Kennedy and Matthew James Wright, the duly
appointed joint provisional liquidators of Master Fund (in
Provisional Liquidation) and the duly appointed joint official
liquidators of International Fund (in Official Liquidation).
Both Funds are in liquidation pursuant to the orders of the
Financial Services Division of the Grand Court of the Cayman
Islands (cause nos. FSD 131 of 2016 (AJJ) (Master Fund) and 118 of
2016 (AJJ) (International Fund) pursuant to Sections 92 and 104 of
the Companies Law, of the Cayman Islands (2016 Revision) in
relation to the International Fund and Master Fund, respectively.
Contemporaneously with the Chapter 15 petitions, the Liquidators
filed a motion with the Bankruptcy Court seeking the Bankruptcy
Court's recognition of (i) the Cayman Liquidations as "foreign main
proceedings" and (ii) their appointment as "foreign
representatives" of the Funds.
As of June 30, 2016, the Master Fund had total assets of
$1,092,668,500. The Master Fund's total debt as of May 31, 2016,
was $382,000,000.
Holland & Knight LLP serves as counsel in the Chapter 15 cases.
POST HOLDINGS: Moody's Rates Proposed $2BB 7-Yr. Term Loan Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Post
Holdings, Inc.'s proposed $2 billion 7-year senior secured term
loan. Proceeds from the incremental term loan, together with cash
on hand, will be used to fund a tender offer for $1.2 billion of
senior unsecured notes and the pending $1.8 billion acquisition of
Weetabix Limited. All other ratings, including the company's B2
Corporate Family Rating and B3 senior unsecured debt rating, are
unchanged. The ratings outlook is stable.
"The $2 billion of incremental secured debt is unfavorable for
unsecured debt holders with respect to priority of payment, but it
will not affect any instrument ratings," commented Brian
Weddington, VP -- Senior Credit Officer. "When Post repaid all of
its outstanding secured debt late last year, the unsecured debt
holders' position was significantly enhanced, but Moody's assumed
that Post would eventually reissue a sizable amount of secured debt
to fund future acquisitions," added Weddington. This assumption was
already reflected in the B3 senior unsecured debt instrument
ratings.
On May 8, 2017 Post announced cash tender offers and consent
solicitations for $1.2 billion of its outstanding senior unsecured
debt instruments. These instruments consist of $800 million of
7.75% notes due 2024 and $400 million of 8.00% senior unsecured
notes due 2025. On April 18, 2017 Post announced that it had agreed
to acquire UK based cereal maker Weetabix Food Company for GBP1.4
billion ($1.76 billion). At the time, the company said it was
considering financing a portion of the transaction with an
incremental secured bank term loan along with some of its $1.5
billion of cash on hand.
Ratings assigned:
Post Holdings, Inc.
Proposed $2.0 billion senior secured term loan due 2024 at Ba2 (LGD
2).
The ratings outlook is stable.
RATINGS RATIONALE
The B2 Corporate Family Rating reflects Post's investment holding
company profile that is characterized by a
growth-through-acquisitions strategy and related periods of high
financial leverage. Post's ratings are supported by attractive
profit margins and strong cash flows generated by its diversified
business portfolio of food categories led by ready-to-eat cereal --
a declining but highly profitable category -- and commercial eggs.
The ratings also are supported by moderate product and geographic
sales diversification that have improved over time through
acquisitions. These strengths are balanced against high earnings
volatility resulting from integration activities and from the
largely commodity based Michael Foods egg business.
Post's future growth strategy will be determined largely by its
access to acquisition financing, which Moody's expects will be good
for the foreseeable future. Moody's expects that between
acquisitions, Post will target relatively modest financial leverage
to provide financial cushion against future releveraging
transactions.
The stable ratings outlook reflects Moody's expectation that Post
will continue to pursue growth primarily through debt-financed
acquisitions, and will maintain moderate to high financial
leverage.
The ratings could be downgraded if operating performance
deteriorates, if debt to EBITDA is sustained above 7.0 times, or if
free cash flow turns negative.
The ratings could be upgraded if the pace of Post's acquisition
slows, operating profit margins stabilize in the RTE cereal and egg
businesses and debt to EBITDA is likely to be sustained below 5.75
times.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
CORPORATE PROFILE
Post Holdings, based in St. Louis Missouri, is a manufacturer of
shelf-stable cereal, value-added egg products, branded potatoes and
cheese, active nutrition products and private label peanut butter
and granola. Annual sales approximate $5.0 billion.
QUALITY UPHOLSTERY: Taps Johnson & Gubler as Legal Counsel
----------------------------------------------------------
Quality Upholstery Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Johnson & Gubler, P.C. to, among other
things, prepare a plan of reorganization, determine the status of
claims, and assist in getting court approval for recovery and
liquidation of its assets.
The firm's attorneys and paralegals will charge $425 per hour and
$175 per hour respectively.
Johnson & Gubler has no connections with the Debtor or any of its
creditors that may constitute a conflict of interest, according to
court filings.
The firm can be reached through:
Matthew L. Johnson, Esq.
Russell G. Gubler, Esq.
Ashveen S. Dhillon, Esq.
Johnson & Gubler, P.C.
8831 West Sahara Avenue
Las Vegas, NV 89117
Tel: (702) 471-0065
Fax: (702) 471-0075
Email: mjohnson@mjohnsonlaw.com
About Quality Upholstery Inc.
Quality Upholstery Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 17-12359) on May 3, 2017.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
The case is assigned to Judge August B. Landis.
RALSTON-LIPPINCOTT: Can Continue Using Cash Collateral Until June 7
-------------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York entered a third interim order
authorizing Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home,
Inc. and its affiliated Debtors to continue using cash collateral
under the terms of the Interim Order through June 7, 2017.
The Court has previously entered, on Feb. 2, 2017, an Interim Order
for Use of Cash Collateral, providing for the Debtors' use of the
cash collateral of Orange Bank & Trust Company.
A full-text copy of the Third Interim Order, dated May 4, 2017, is
available at https://is.gd/JrGhEs
About Ralston-Lippincott-Hasbrouck-Ingrassia
Funeral Home, Inc.
Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc.,
Lippincott-Ingrassia Funeral Home, Inc., Lippincott Funeral Chapel,
Inc. and CKI, LLC, filed chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 17-35114, 17-35115, 17-35116, and 17-35117, respectively) on
Jan. 26, 2017. Anthony Ingrassia, president, signed the petitions.
The Debtors are represented by Mike Pinsky, Esq., at Hayward,
Parker, O'Leary & Pinsky. The cases are assigned to Judge Cecelia
G. Morris.
Ralston-Lippincott-Hasbrouck-Ingrassia disclosed assets at
$1,280,000 and liabilities at $1,110,000, while
Lippincott-Ingrassia Funeral disclosed assets at $557,600 and
liabilities at $422,138.
Debtors Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc.,
Lippincott-Ingrassia Funeral Home, Inc. and Lippincott Funeral
Chapel, Inc. own and operate affiliated funeral homes in Orange
County, New York.
The funeral home owned and operated by
Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc. is
located at 72 West Main Street in Middletown, New York.
The funeral home owned and operated by Lippincott-Ingrassia Funeral
Home, Inc. is located at 92 Main Street in Chester, New York.
The funeral home owned and operated by Lippincott Funeral Chapel,
Inc., is located at 107 Murray Street in Goshen, New York.
Debtor CKI owns improved real estate located at 4 Oak Street,
Greenwood Lake, New York. The Greenwood Lake Property is rented to
non-debtor affiliate Caitant, Inc., which operates that property as
an affiliated funeral home.
REDIGI INC: Ch. 7 Conversion, Trustee Appointment Sought
--------------------------------------------------------
Capitol Records, LLC, Capitol Christian Music Group, Inc., and
Virgin Records IR Holdings, Inc., ask the U.S. Bankruptcy Court for
the Southern District of Florida to convert the Chapter 11
bankruptcy case of Redigi, Inc., to a case under Chapter 7 of the
Bankruptcy Code, or alternatively, appoint a Chapter 11 Trustee.
According to the Motion, cause exists for the conversion of the
bankruptcy case because the Debtor is administratively insolvent
and that there is no reasonable likelihood of rehabilitation. Also,
the Debtor has also grossly mismanaged the estate and failed to
timely file complete its monthly operating reports, the Movants
add.
Alternatively, the appointment of a chapter 11 trustee is also in
the best interests of the Debtor's creditors and estate, the
Movants tell the Court. A chapter 11 trustee could neutrally
evaluate whether the continued pursuit of the Debtor's Appeal is in
the best interest of the estate, as well as independently determine
whether the Debtor has any business that could potentially be
reorganized, the Movants assert.
The Movants are represented by:
Jerry M. Markowitz, Esq.
Alan R. Rosenberg, Esq.
MARKOWITZ RINGEL TRUSTY & HARTOG, P.A.
9130 S. Dadeland Blvd.
Miami, FL 33156-7858
Fax: (305) 670-5011
Email: jmarkowitz@mrthlaw.com
arosenberg@mrthlaw.com
-- and --
Terence G. Banich, Esq.
SHAW FISHMAN GLANTZ & TOWBIN LLC
321 N. Clark St., Ste. 800
Chicago, IL 60654
Fax: (312) 980-3888
Email: tbanich@shawfishman
About ReDigi Inc.
ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
16-20809) on August 3, 2016, and is represented by Craig I Kelley,
Esq., of Kelley & Fulton, PL, in West Palm Beach, Florida. The
petition was signed by John Mark Ossenmacher, CEO. At the time of
the filing, the Debtor had $250 in total assets and $6,590,000 in
total liabilities. The Debtor employed Baker & Hostetler LLP as
special counsel.
A list of the Debtor's 16 unsecured creditors is available for free
at http://bankrupt.com/misc/flsb16-20809.pdf
RL ENTERPRISES: Renews Request for Interim Cash Collateral Use
--------------------------------------------------------------
RL Enterprises, LLC, filed an amended motion with the U.S.
Bankruptcy Court for the District of Nevada seeking interim
authorization to use cash collateral and continuing basis for the
limited purpose of paying expenses related to each property and
preserving the collateral of each lienholder.
The revisions made by the amendment consist of property taxes being
included for each property, correction of amount listed for
insurance in the budget for property 3067 Yellowstone Dr. and
inclusion of the declaration of Roman Libonao.
The Debtor's representative has opened a separate D.I.P. Account
for each property for the explicit purpose of keeping the cash
collateral of each property segregated, and to ensure that the cash
collateral of a given property is used only for the maintenance of
that respective property. The Debtor claims that the balance of
revenue collected will be segregated and not used for other
purposes.
The Debtor submits that the use of the Cash Collateral solely for
the maintenance of the properties, tenant services, utilities,
insurance premiums, real estate taxes, HOA dues and/or fees is in
the best interest of the Secured Creditor, the residents of the
investment properties, and the Debtor's estate.
Accordingly, the Debtor has prepared a Budget which contemplates
total monthly expenses in its ten investment Properties, as
follows:
Total Expenses
--------------
700 Paularino Ave., Costa Mesa, CA 92626 $641
770 Paularino Ave., Costa Mesa, CA 92626 $968
778 Paularino Ave., Costa Mesa, CA 92626 $540
2630 E. Omaha Ave., Fresno, CA 93720 $387
205 Princeton Pl., Lompoc, CA 93436 $425
1111 Forest Trail #1404, Mammoth Lakes,
CA 93546 $1,521
12582 Josephine St., Garden Grove, CA 92841 $865
215 Warren Ave., Bakersfield, CA 93308 $262
3067 Yellowstone Dr., Costa Mesa, CA 92626 $642
6-Plex 128 W. 5th St., Yuma, AZ 85364-2353 $175
In addition, the Debtor avers that:
(a) 700 Paularino Ave. is encumbered by: (i) first mortgage
held by Roof Trust in the amount of $529,169; (ii) second position
lien holder, Michael S. Young Trust in the amount of $115,000; and
(iii) third position lien holder, Glen R. Nelson Trust in the
amount of $25,000.
(b) 778 Paularino Ave. is encumbered by (i) first mortgage
held by Bayview Loan Servicing, LLC in the amount of $511,000, and
(ii) second position lien holder, Michael S. Young Trust in the
amount of $130,000.
(c) 2630 E. Omaha Ave. is encumbered by: (i) first mortgage
held by Select Portfolio Servicing in the amount of $286,727, and
(ii) second mortgage held by Casalero Corporation in the amount of
$194,003.
(d) 205 Princeton Pl. is encumbered by a first mortgage held
by Roof Trust in the amount of $472,500.
(e) 1111 Forest Trail #1404 is encumbered by a first mortgage
held by Nationstar Mortgage in the amount of $898,995.
(f) 12582 Josephine St. is encumbered by: (i) first mortgage
held by Roof Trust in the amount of $327,000, and (ii) second
position lien holder, Michael S. Young Trust in the amount of
$115,000.
(g) 215 Warren Ave. is encumbered by: (i) first mortgage held
by Mission Financial Services in the amount of $175,841; (ii)
second mortgage held by Wiener Family Revocable Trust in the amount
of $60,000; and (iii) third position lien holder, Glen R. Nelson
Trust in the amount of $130,000.
(h) 3067 Yellowstone Dr. is encumbered by: (i) first mortgage
held by Foothill Financial in the amount of $591,000; (ii) second
position lien holder, Michael S. Young Trust in the amount of
$150,000; and (iii) third position lien holder, Robert Tasedan in
the amount of $25,000.
(i) 6-Plex 128 W. 5th St. is encumbered by (i) first mortgage
held by Roof Trust the amount of $360,000, and (ii) second position
lien holder, Michael S. Young Trust in the amount of $110,000.
The Debtor asserts that by granting permission to continued use of
the cash collateral to operate its business, it will allow the
Debtor to exist and attempt to reorganize its debt, and ultimately,
allowing the Debtor to maximize its value based upon operating
performance. Accordingly, the Debtor also asserts that the Secured
Creditors should approve the Debtor's use of Cash Collateral with
ordinary monthly operating reporting and ordinary replacement
liens.
The Debtor further asserts that absent authorization to use cash
collateral, the Debtor will have insufficient cash available to
maintain the properties to preserve the value of its estate.
A full-text copy of the Debtor's Motion, dated May 9, 2017, is
available at https://is.gd/IaQATn
A copy of the Debtor's Budget is available at https://is.gd/CQaz3V
About RL Enterprises
RL Enterprises, LLC, is the owner of 10 investment properties.
RL Enterprises filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 17-10271) on Jan. 23, 2017. Roman Libonao,
president, signed the petition. The Hon. Mike K. Nakagawa presides
over the case.
The Debtor estimated $1 million to $10 million in both assets and
liabilities.
The Debtor is represented by Seth D. Ballstaedt, Esq., at
Ballstaedt Law Firm. The Debtor also hired Pettifer & Associates,
Inc., as appraiser.
RMS TITANIC: Hires Carr Riggs & Ingram as Tax Advisors
------------------------------------------------------
RMS Titanic, Inc., and its affiliates seek permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Carr,
Riggs & Ingram, LLC as tax advisors to the Debtors in Possession.
The Debtors require CRI to prepare the federal and requested state
income tax returns for the Debtors for the periods March 1, 2015
through December 31, 2015 and January 1, 2016 through December 31,
2016, and such other periods as may be requested by the Debtors in
the future.
CRI will be paid at these hourly rates:
Partners $450
Senior Staff $150
CRI will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Chris D. Clayton, principal of the firm of Carr, Riggs & Ingram,
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.
CRI may be reached at:
Chris D. Clayton
Carr, Riggs & Ingram, LLC
5909 Peachtree Dunwoody Road, Suite 800
Atlanta, GA 30328
Tel: (770) 261-1900
About About RMS Titanic, Inc.
Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world. Premier -- http:/ www.PremierExhibitions.com/ --
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition,
BODIES...The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.
RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions. The Chapter 11 cases are assigned to Judge
Paul M. Glenn.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016,
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates. The
Committee hired Storch Amini & Munves PC and Thames Markey &
Heekin, P.A. as counsel.
SANDERS ELITE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Sanders Elite Training
Performance as of May 8, according to a court docket.
About Sanders Elite Training Performance
Sanders Elite Training Performance is a Florida corporation based
in Jacksonville, Florida. It is in the business of personal sports
and physical training for athletes in a broad range of sports. It
also offers a variety of training services including individual
weight loss advice and programs, physical performance classes,
individual training for athletes of all levels, and small group
training for teams.
Sanders Elite Training Performance filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 17-01140) on April 1, 2017. The
petition was signed by Jerrian R. Sanders, president. The Debtor
is represented by Thomas C. Adam, Esq. at Adam Law Group, P.A. At
the time of filing, the Debtor estimated less than $50,000 in
assets and $100,000 to $500,000 in liabilities.
SEADRILL LTD: PricewaterhouseCoopers LLP Raises Going Concern Doubt
-------------------------------------------------------------------
Seadrill Limited filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F, disclosing a net loss of
$155 million on $3.17 billion of total operating revenues for the
year ended December 31, 2016, compared to a net loss of $635
million on $4.33 billion of total operating revenues for the year
ended in 2015.
The audit report of PricewaterhouseCoopers LLP in Uxbridge, United
Kingdom, states that the Company has near term liquidity
constraints due to significant cash outflows for which sufficient
cash is not available which raises substantial doubt about the
Company's ability to continue as a going concern.
The Company's balance sheet at December 31, 2016, showed total
assets of $21.67 billion, total current liabilities of $4.72
billion, total non-current liabilities of $6.88 billion, and a
total stockholders' equity of $10.06 billion.
A full-text copy of the Company's Form 20-F is available at:
http://bit.ly/2q1uzYH
Seadrill Limited is a deepwater drilling contractor, which provides
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London.
SEARCHMETRICS INC: Proposes EUR4,325,000 of DIP Financing
---------------------------------------------------------
Searchmetrics Inc. asks for authorization from the U.S. Bankruptcy
Court for the District of Delaware to obtain a senior secured
postpetition financing consisting of a multi-draw term loan in the
principal amount of up to EUR4,325,000 from Searchmetrics GmbH and
use cash collateral.
The Debtor seeks permission to obtain from the DIP Lender, during
the interim period pending the final hearing on the Debtor's
request following the use of cash on hand, in advances in an
aggregate amount not to exceed a maximum outstanding principal
amount of EUR500,000. Upon entry of the final court order,
authorization for the Debtor to use advances under the DIP Facility
to repay in full the outstanding prepetition secured indebtedness
in the amount not less than EUR1,429,406, plus accrued interest,
fees, and costs owed to the prepetition lender.
The Debtor requires access to sufficient liquidity to fund the
Chapter 11 case, while working toward a successful reorganization
and on resolving certain lawsuits commenced by the Debtor's main
competitor in the U.S. Postpetition financing, in addition to the
use of cash and cash collateral, is necessary in order for the
Debtor to have access to sufficient liquidity to maintain ongoing
day-to-day operations, ensure proper servicing of customers, and
fund working capital needs. Absent postpetition financing and the
use of cash and cash collateral, the Debtor will be forced to wind
down its operations due to a lack of funds and the burdens of
pending litigation. Thus, it is imperative that the Debtor has
access to sufficient liquidity to avoid imminent irreparable harm,
successfully reorganize its business, and resolve the pending
lawsuits.
The Debtor asks the Court that the DIP Lender be granted assurances
for the full and timely payment of the Debtor's obligations under
the DIP Facility by granting to the DIP Lender a superpriority
administrative expense claim and liens on, and security interests
in, any and all of the collateral.
The Debtor will use the cash and cash collateral and the proceeds
of the DIP Facility in accordance with the DIP budget in form and
substance satisfactory to the DIP Lender, including to fund the
costs associated with the Debtor's Chapter 11 case, and achieve a
resolution of the BrightEdge Technologies, Inc. litigation, to fund
postpetition operating expenses of the Debtor duing the Chapter 11
case, and to repay the Prepetition Secured Obligations.
The DIP Facility will bear interest at a rate of 5% per annum,
which interest will be paid in cash monthly and upon any repayment
or prepayment of principal. The DIP Facility provides for a
termination fee of 2%, which is earned upon the later of the sale
of substantially all of the Debtor's assets or confirmation of a
Chapter 11 plan as to both to which the DIP Lender objects. The
DIP term sheet also incorporates the milestones incorporated into
the forbearance agreement and the prepetition secured debt
facility.
A termination fee of 2%, which is earned the later of the sale of
substantially all of the Debtor's assets or confirmation of a
Chapter 11 plan as to both to which the DIP Lender objects.
The DIP maturity is Sept. 30, 2017.
For DIP milestones, the Debtor must:
(a) file a voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code in the Court by May 8, 2017;
(b) on the Petition Date, file a motion seeking approval of
the DIP Facility in a form acceptable to the DIP Lender
in its sole discretion;
(c) on or within two business days of the Petition Date file
a Chapter 11 plan and related disclosure statement, both
in forms acceptable to the DIP Lender;
(d) obtain approval from the Bankruptcy Court of the DIP
Facility on an interim basis and the satisfaction or
waiver of all conditions to closing and to the initial
funding under the DIP Facility within three business days
following the Petition Date;
(e) obtain approval from the Court of the DIP Facility on a
final basis within 30 calendar days following the
Petition Date and there then occurring or continuing no
default or events that with the giving of notice and the
passage of time would mature into a default under the DIP
Facility;
(f) obtain approval from the Court of the Disclosure
Statement within 65 days following the Petition Date;
(g) obtain confirmation and approval from the Court of the
Plan within 120 days following the Petition Date; and
(h) the satisfaction or waiver of all conditions to
effectiveness under and the effective date of the Plan
occurring prior to Sept. 30, 2017.
The Debtor's Motion is available at:
http://bankrupt.com/misc/deb17-11032-14.pdf
About Searchmetrics Inc.
Headquartered in San Mateo, California, Searchmetrics Inc. --
http://www.searchmetrics.com/-- a wholly owned subsidiary of
Searchmetrics GmbH, develops search analytics software solutions.
It offers Searchmetrics Suite, a SaaS solution that provides
companies with a view of the search engine optimization (SEO)
performance of their Websites, as well as the search strategies of
their competitors; and SEO consulting through its network of
partners. The Company has over 100,000 users worldwide, many of
whom are respected brands like T-Mobile, eBay and Siemens.
Searchmetrics Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the
Debtor's assets between $1 million and $10 million and liabilities
between $10 million and $50 million. The petition was signed by
Wayne P. Weitz, chief restructuring officer.
Judge Christopher S. Sontchi presides over the case.
William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Chipman Brown Cicero & Cole, LLP, serve as the Debtor's bankruptcy
counsel.
DLA Piper LLP (US) is the Debtor's litigation counsel.
SEQUA CORP: Moody's Hikes Corporate Family Rating to Caa1
---------------------------------------------------------
Moody's Investors Service upgraded the ratings of Sequa Corporation
including the Corporate Family Rating (CFR) to Caa1 from Ca and the
Probability of Default Rating (PDR) to Caa1-PD/LD from Ca-PD, as
previously anticipated in Moody's press release dated April 3,
2017. Concurrently, Moody's assigned B3 ratings to the company's
senior secured first lien debt comprised of a $135 million revolver
and a $920 million term loan and also assigned a Caa2 rating to the
company's $350 million senior secured second lien term loan.
Ratings on the existing revolving credit facility due 2017 and on
the existing term loan due 2017 will be withdrawn. The rating
outlook has been changed to stable from negative.
The upgrade follows Sequa's exchange offer under which the majority
of existing holders of the company's $350 million senior unsecured
notes due 2017 were exchanged for new preferred equity. The
exchange offer has resulted in a significant reduction of reported
debt and reduced financial leverage. The upgrade also reflects $190
million in new equity investment from existing owners and existing
note-holders and as well the longer-dated capital structure which
provides improved financial flexibility. Approximately $28 million
of the unsecured notes due 2017 did not participate in the exchange
and these notes are expected to be redeemed by the end of this
year. At the time of the offer announcement (on April 3, 2017), the
principal amount of senior unsecured notes outstanding was
approximately $350 million. Moody's considers the transaction a
distressed exchange, which is an event of default under Moody's
default definition. As noted above, Moody's appended the Caa1-PD
PDR with a "/LD" designation, indicating a limited default, which
will be removed after 3 business days.
RATINGS RATIONALE
The Caa1 rating balances Sequa's elevated financial leverage and
weak credit metrics against the improving yet still weak operating
performance in the company's Chromalloy segment. Pro forma for the
recapitalization, Debt-to-EBITDA (after Moody's standard
adjustments) is in excess of 7.0x while near-term cash flow
generation is anticipated to be flat-to-negative during 2017.
Sequa's operating performance strengthened markedly during 2016
with full year sales up 10% and operating income of $14 million as
compared to -$46 million during 2015. That said, following several
years of weaker than expected performance, the company's ability to
consistently win new business and continuously grow earnings,
particularly in OEM-dominated commercial aerospace aftermarkets,
remains to be proved.
Other considerations weighing on the rating include the noisy
earnings profile involving multiple, large-sized EBITDA add-backs
and the improving yet still weak financial performance at the Trac
facility and the need for the company to demonstrate its ability to
return this business to previous levels of profitability. The
rating favorably considers Sequa's Precoat segment (40% of sales)
which has a track record of stable operating performance as well as
the company's well-established market position within its niche
engine segment. The rating also recognizes the considerable
barriers to entry in the Chromalloy business resulting from
stringent FAA and OEM approval requirements as well the company's
growing IP portfolio of parts and repairs.
The stable outlook considers the extension of Sequa's capital
structure which affords the company improved financial flexibility
as well as recent improvements in operating performance.
Moody's expects Sequa to maintain an adequate liquidity profile
over the next 12 months. Pro forma cash balances are anticipated to
be around $85 million while free cash flow generation is expected
to be flat-to-negative during 2017 on the still weak earnings
profile and elevated capital expenditures and investments. Assuming
Sequa can continue to grow its Chromalloy segment while maintaining
modest growth in Precoat then opportunities for an improving cash
flow profile appear promising and FCF-to-Debt in the low to
mid-single digits seems achievable. That said, Moody's is not
expecting improvements in cash flows to manifest themselves in a
meaningful way over the next two years. External liquidity is
expected to be provided by a $135 million revolving credit facility
and a largely-drawn $75 million A/R facility. The new revolving
credit facility contains a springing leverage ratio.
The ratings could be downgraded if Debt-to-EBITDA were expected to
be sustained above 7.5x. A sales or earnings decline in either of
Sequa's Precoat or Chromalloy segments could also result in a
downgrade. A weakening liquidity profile involving an expectation
of negative cash flow generation, tightening financial covenants or
continued reliance on the revolving credit facility could also
result in downward ratings pressure. The ratings could be upgraded
on improved earnings and cash flow generation and if
Moody's-adjusted Debt-to-EBITDA was expected to be sustained at or
below 6.25x. Any upgrade would be predicated on Sequa's
demonstrated ability to consistently grow its Chromalloy segment as
well as the company maintaining an improving liquidity profile.
The following summarizes rating action:
Issuer: Sequa Corporation
Ratings Upgraded:
Corporate Family Rating, upgraded to Caa1 from Ca
Probability of Default Rating, upgraded to Caa1-PD/LD from Ca-PD
$28 million senior unsecured notes due 2017, upgraded to Caa3
(LGD6) from C (LGD5)
Outlook, changed to Stable from Negative
Issuer: Sequa Mezzanine Holdings L.L.C.
Ratings Assigned:
$135 million senior secured first lien revolving credit facility
due 2021, assigned B3 (LGD3)
$920 million senior secured first lien term loan due 2021, assigned
B3 (LGD3)
$350 million senior secured second lien term loan due 2022,
assigned Caa2 (LGD5)
Outlook, assigned Stable
Issuer: Sequa Corporation
Ratings Withdrawn:
$175 million senior secured revolving credit facility due 2017,
withdrawn, previously rated Caa3 (LGD3)
$1,300 million senior secured term loan due 2017, withdrawn,
previously rated Caa3 (LGD3)
$135 million senior secured first lien revolving credit facility
due 2021, withdrawn, previously rated B3 (LGD3)
$920 million senior secured first lien term loan B due 2021,
withdrawn, previously rated B3 (LGD3)
$350 million senior secured second lien term loan due 2022,
withdrawn, previously rated Caa2 (LGD5)
Sequa Corporation, headquartered in Palm Beach Gardens, FL, is a
diversified industrial company operating in two business segments:
Aerospace, through Chromalloy Gas Turbine, and metal coating,
through Precoat Metals. Sequa was purchased via a $2.8 billion LBO
by affiliates of Carlyle Partners V, L.P. (Carlyle) in December
2007. Revenues for the twelve months ended December 2016 were $1.4
billion.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.
SER-JOBS FOR PROGRESS: Hires Stearns Weaver as Counsel
------------------------------------------------------
Ser-Jobs For Progress, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Stearns Weaver Miller Weissler Alhadeff & Sitterson, PA as counsel,
nunc pro tunc to April 14, 2017.
The Debtor requires Stearns Weaver to:
a. give advice to the Debtor with respect to its powers and
duties as debtor-in-possession and the continued management of its
business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interests of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiations with its creditors in
the preparation and confirmation of a plan.
Stearns Weaver has agreed to represent the Debtor in this Chapter
11 case on a pro bono basis. However if this case is converted and
liquidated under a Chapter 7 case, Stearns Weaver will retain a
claim against the Debtor's Chapter 7 estate for Stearns Weaver's
legal fees and costs incurred in connection with the Debtor's
Chapter 11 case.
Stearns Weaver received the sum of $5,000 from the Debtor before
the Petition Date for costs, which includes $1,717.00 for the
filing fee of this Chapter 11 case.
Drew M. Dillworth, Esq., shareholder of the law firm of Stearns
Weaver Miller Weissler Alhadeff & Sitterson, 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.
Stearns Weaver may be reached at:
Drew M. Dillworth, Esq.
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
Museum Tower, Suite 2200
150 West Flagler Street
Miami, FL 33130
Tel: (305) 789-3553
Fax: (305) 789-3395
E-mail: ddillworth@stearnsweaver.com
About Ser-Jobs For Progress, Inc.
Ser-Jobs For Progress, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-14693) on April 14, 2017. Drew M.
Dillworth, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A. serves as bankruptcy counsel.
The Debtor's assets and liabilities are both below $1 million.
SERVICE WELDING: Wants Plan Exclusivity Extended to Sept. 18
------------------------------------------------------------
Service Welding & Machine Company, LLC, asks the U.S. Bankruptcy
Court for the Western District of Kentucky to extend the Debtor's
exclusive period for filing a plan of reorganization until Sept.
18, 2017, and the Debtor's exclusive period for soliciting
acceptances of the Plan until Oct. 23, 2017.
The exclusivity period for which only the Debtor may file a
Disclosure Statement and Plan of Reorganization expires on June 19,
2017. The Debtor seeks to extend the Exclusive Periods. The
reason for this requested extension is Debtor is in the process of
ending its relationship with Lake Erie Ship Repair and locating a
new vendor(s) to manufacture its tanks. Due to the changeover, the
Debtor cannot predict what its revenues will look like over the
next five years. The Debtor needs additional time to vet and
engage the new manufacturers and ascertain what the needs of those
manufacturers may be. In addition, the Debtor is working towards a
long term resolution with its primary secured lender, Stock Yards
Bank, which may have a significant impact on the reorganization.
Consequently, Debtor will need time to formulate a Plan.
About Service Welding & Machine Company
Service Welding & Machine Company, LLC, based in Louisville,
Kentucky, engages in the sale and installation of single and double
wall storage tanks for a variety of industries including petroleum,
chemical, distillery, potable water, industrial, and
food/agriculture. Service Tanks was established in 1928 and was
primarily manufacturing storage tanks and doing repair work. In
2013, the owners sold the business to Jeff Androla, president, and
two other investors.
The Debtor filed a Chapter 11 petition (Bankr. W.D. Ky. Case No.
17-30485) on Feb. 17, 2017. The Hon. Joan A. Lloyd presides over
the case. In its petition, the Debtor estimated $516,432 in assets
and $2.12 million in liabilities. The petition was signed by Jeff
Androla, president. Charity B. Neukomm, Esq., at Kaplan & Partners
LLP, serves as bankruptcy counsel to the Debtor.
SQUARETWO FINANCIAL: Creditors Panel Hires Arent Fox as Attorneys
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of SquareTwo
Financial Services Corporation, et al., seeks authorization from
the U.S. Bankruptcy Court for the Southern District of New York to
retain Arent Fox LLP as attorney for the Committee, nunc pro tunc
to April 11, 2017.
The Committee requires Arent Fox to:
a. advise the Committee of its rights, duties, and powers in
these Chapter 11 cases;
b. assist, advise, and represent the Committee in its
consultation with the Debtors relative to the administration of
these Chapter 11 cases;
c. assist, advise, and represent the Committee in
investigating and analyzing the Debtors' assets and liabilities,
investigating the extent and validity of liens and participating in
and reviewing any proposed asset sales or dispositions;
d. attend meetings and negotiate with the representatives of
the Debtors and secured creditors and other parties in interest;
e. assist and advise the Committee in its examination,
investigation, and analysis of the conduct of the Debtors'
affairs;
f. assist the Committee in the review, analysis, and
negotiation of any plan of reorganization or liquidation that may
be filed and to assist the Committee in the review, analysis, and
negotiation of the disclosure statement accompanying any plan of
reorganization or liquidation;
g. assist the Committee in the review, analysis, and
negotiation of any financing or funding agreements;
h. take all necessary actions to protect and preserve the
interests of the Committee, including, without limitation, the
prosecution of actions on its behalf, negotiations concerning all
litigation in which the Debtors are involved, and review and
analysis of all claims filed against the Debtors' estates;
i. generally prepare on behalf of the Committee all necessary
motions, applications, answers, orders, reports, and papers in
support of positions taken by the Committee;
j. appear, as appropriate, before this Court, the Appellate
Courts, and other courts in which matters may be heard and to
protect the interests of the Committee before said Courts and the
United States Trustee;
k. perform such other legal services as may be required or
deemed to be in the interests of the Committee; and
l. perform all other necessary legal services in these cases.
Arent Fox will be paid at these hourly rates:
Partners $600-$1,025
Of Counsel $505-$970
Associates $340-$620
Paraprofessionals $170-$345
Arent Fox will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert M. Hirsh, partner in the Bankruptcy and Financial
Restructuring Group at Arent Fox 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.
The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:
-- The hourly rates set forth in paragraph 10 above remain
consistent with the rates that Arent Fox charges other comparable
chapter 11 clients. Arent Fox has agreed to charge at what is known
as its "Guideline Rates." These hourly rates represent a discount
of approximately 10% from the Firm’s regular "National Rates."
-- The client has approved the budget and staffing plan
though June 30, 2017.
Arent Fox can be reached at:
Robert M. Hirsh
Arent Fox LLP
1675 Broadway
New York, NY 10019
Tel: 212.457.5430
Email: robert.hirsh@arentfox.com
About SquareTwo Financial
SquareTwo Financial Services Corporation, et al.'s primary business
is to acquire, manage, and collect charged-off consumer and
commercial accounts receivable, which are accounts that credit
issuers have charged off as uncollectible, but that remain owed by
the borrower and subject to collection.
The Debtors filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 17-10659) on March 19, 2017. The petition was
signed by J.B. Richardson, Jr., authorized signatory.
The Debtors are represented by Matthew A. Feldman, Esq., Paul V.
Shalhoub, Esq., Robin Spigel, Esq., and Debra C. McElligott, Esq.,
at Willkie Farr & Gallagher LLP, in New York. The Debtors' CCAA
Counsel is D.J. Miller, Esq., Asim Iqbal, Esq., and Mitch Grossell,
Esq., at Thornton Grout Finnigan LLP, in Toronto, Ontario.
The Debtors' Restructuring Advisor is Alixpartners, LLP; and
Investment Bankers are Keefe, Bruyette & Woods, Inc., and Miller
Buckfire & Co. The Debtors' claims and noticing agent is Prime
Clerk LLC.
At the time of filing, the Debtors had estimated assets of $100
million to $500 million and estimated debts of $100 million to $500
million.
STANDFAST USA: Standfast TRAM Buying Personal Property for $600K
----------------------------------------------------------------
Standfast USA, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Missouri to authorize the sale of personal property to
Standfast TRAM, LLC, for $600,000, subject to adjustment, subject
to overbid.
A hearing on the Motion is set for June 19, 2017 at 11:00 a.m.
Among the assets of the bankruptcy estate are various items of
personal property including but not limited to cash on hand,
inventory, furniture, fixtures, equipment, accounts receivable and
intangibles (domain name, telephone number, Standfast USA name).
The Debtor has entered into the Asset Purchase Agreement dated May
1, 2017 with the Purchaser for the sale of the aforementioned
personal property ("Acquired Assets") for the sum of $600,000,
subject to adjustment, and the assumption of specified liabilities,
if any.
On May 1, 2017, the Debtor filed its Procedures Motion which
sought, among other things, a Procedures Order from the Court
approving Bid Procedures to establish Qualified Bidders, the
procedures for conduct of the Auction and the approval of dates for
the sale and approval of the Acquired Assets.
The APA is subject to, among other things, the Court's approval of
the Bid Procedures and for any resulting Auction of the Acquired
Assets. The APA is expressly conditioned upon the approval of the
Court.
The sale of the Acquired Assets will be on an "as is" basis,
without representation, warranty or guaranty of any kind, and free
and clear of all liens, claims, encumbrances or interests of any
kind, other than as specifically set out in the APA.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Standfast_USA_53_Sales.pdf
To the best knowledge and belief of the Debtor, there are no
liens/security interests encumbering the Acquired Assets.
The offer submitted by the Purchaser for the Acquired Assets is the
best offer that Debtor has received to date for the purchase of the
Acquired Assets and the price offered by Purchaser constitutes fair
and reasonable consideration for the Acquired Assets.
The Purchaser is satisfying its purchase price by waiver of its
unsecured claim against the Debtor. The Purchaser will contribute
sufficient cash to satisfy all allowed, non-insider unsecured
claims as set for in the Debtor's Plan of Liquidation.
The Debtor asks the Court to approve the sale of the Acquired
Assets to the Purchaser pursuant to the terms and conditions of the
APA, or such other party as may be deemed the Successful Bidder by
the Court as the result of the Auction to be conducted on June 7,
2017, or such other date set by the Court, in accordance with terms
and conditions deemed to be "higher and better" than those proposed
under the APA, meaning more beneficial in toto to the bankruptcy
estate than those contained in the APA.
The Debtor further asks the Court to waive any and all applicable
stays of the Order approving the Motion pursuant to Rule 6004(h) of
the Bankruptcy Rules, and declare that such Order immediately is
final and effective upon its entry in the Court's docket.
The Purchaser can be reached at:
Mr. Robert O'Brien
STANDFAST TRAM, LLC
7700 Forsyth Blvd.
St. Louis, MO 63105
E-mail: bobrien@obcapllc.com
The Purchaser is represented by:
Spencer P. Desai, Esq.
CARMODY MACDONALD, P.C.
120 South Central Ave.
18th Floor
Clayton, MO 63105
E-mail: spd@carmodymacdonald.com
About Standfast USA LLC
Standfast USA, LLC, based in Saint Louis, Missouri, filed a
Chapter
11 petition (Bankr. E.D. Mo. Case No. 16-46691) on Sept. 16, 2016.
The Hon. Kathy A. Surratt-States presides over the case. Spencer
P. Desai, Esq., and Danielle A. Suberi, Esq., at Desai Eggmann
Mason LLC, serve as bankruptcy counsels.
In its petition, the Debtor's declared $580,903 in total assets
and
$2.61 million in total liabilities. The petition was signed by
Ronald Starczewski, restructuring officer.
STEINY AND COMPANY: Deal With IRS on Cash Use Until June 2 Okayed
-----------------------------------------------------------------
Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central
District of California approved the stipulation entered into by and
between Steiny and Company, Inc. and the United States of America
on behalf of the Internal Revenue Service, authorizing the use of
cash collateral on a final basis through June 2, 2017.
Judge Brand granted all secured parties who assert an interest in
the Debtor's cash collateral with replacement liens against the
Debtor's assets with such replacement liens to have the same
extent, validity, scope, and priority as the prepetition liens held
by the secured parties.
Pursuant to the terms of the IRS Stipulation, the Debtor will make
adequate protection payments to the IRS in the amount of $5,122 per
month with such payments to continue on a monthly basis until the
effective date of a confirmed plan.
Judge Brand held that to the extent that any Surety Assets are
being held by the Debtor and are used by the Debtor as part of cash
collateral, a concomitant replacement trust claim or replacement
lien will be granted to Endurance American Insurance Company equal
to the amount of the use of those funds with such claim or lien to
have the same priority, amount, extent and validity as existed as
of the Petition Date.
A full-text copy of the Order, dated May 9, 2017, is available at
https://is.gd/9dqKAS
About Steiny and Company
Steiny and Company, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-25619) on Nov. 28,
2016. The petition was signed by Vincent P. Mauch, chief financial
officer. At the time of the filing, the Debtor estimated its
assets and debt at $10 million to $50 million.
The case is assigned to Judge Julia W. Brand.
The Debtor tapped Ron Bender, Esq., Jacqueline L. James, Esq., and
Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo & Brill LLP,
as bankruptcy counsel and Edward Barron, Esq. and Barron &
Associates as special counsel. The Debtor hired Consortium Finance
Securities, LLC and Craft Partners, LLC as financial advisors and
investment bankers.
U.S. Trustee Peter C. Anderson on Dec. 22, 2016, appointed three
creditors of Steiny and Company, Inc., to serve on an official
committee of unsecured creditors. The committee members are
Walters Wholesale Electric, Karish Electronics, and Smithson
Electric. The Committee retained Scott E. Blakeley, Esq. and
Ronald Clifford, Esq., at Blakeley LLP, as its counsel.
SUNIVA INC: Hires Garden City Group as Administrative Agent
-----------------------------------------------------------
Suniva, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Garden City Group, LLC as
administrative agent for the Debtor, nunc pro tunc to April 17,
2017.
The Debtor requires GCG to:
a. assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as prepare any
appropriate reports, as required in furtherance of confirmation of
any chapter 11 plan;
b. generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results for any
chapter 11 plan;
c. assist with preparation of the Debtor's schedules of assets
and liabilities and statements of financial affairs;
d. generate, provide, and assist with claims objections,
exhibits, claims reconciliation and related matters;
e. manage any distribution pursuant to any confirmed chapter
11 plan; and
f. provide other claims processing, noticing, solicitation,
balloting, rights offering, and administrative services described
in the Engagement Agreement, but not limited to the 156(c)
Application, as may be requested by the Debtor from time to time.
GCG will be paid at these hourly rates:
Administrative, Mailroom and Claims Control $30-$40
Project Administrators $70-$85
Project Supervisors $100-$150
Graphic Support & Technology Staff $125-$150
Project Managers and Senior Project Managers $150
Directors and above $150
GCG will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Angela Ferrante, senior vice president of Garden City Group, 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.
GCG may be reached at:
Angela Ferrante
Garden City Group, LLC
1985 Marcus Ave
Lake Success, NY 11042
Tel: (800) 327-3664
E-mail: angela.ferrante@gardencitygroup.com
About Suniva, Inc.
Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. --
http://www.suniva.com/-- is a manufacturer of PV solar cells with
manufacturing facilities at its metro-Atlanta, Georgia headquarters
as well as in Saginaw, Michigan.
Impacted by Chinese manufacturers who are able to flood the U.S.
market for solar cells and modules with cheap imports, on April 7,
2017, Suniva, Inc., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
17-10837).
The Hon. Kevin Gross is the case judge.
Kilpatrick, Townsend & Stockton LLP is serving as general counsel
to the Debtor. Potter Anderson & Corroon LLP is serving as
Delaware counsel, with the engagement led by Stephen R. McNeill,
Jeremy William Ryan. Garden City Group, LLC, is the claims and
noticing agent.
Suniva estimated $10 million to $50 million in assets and $100
million to $500 million in debt.
SUNIVA INC: Hires Kilpatrick Townsend as Counsel
------------------------------------------------
Suniva, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Kilpatrick Townsend &
Stockton LLP as counsel for the Debtor, effective as of April 17,
2017.
The Debtor requires Kilpatrick to:
a. provide legal advice with respect to the Debtor's powers
and duties as a debtor in possession in the operation of its
business and management of its properties;
b. prepare, on behalf of the Debtor, necessary applications,
motions, answers, orders, reports and other legal papers;
c. take all necessary actions in connection with any chapter
11 plan and related disclosure statement and all related documents,
and such further actions as may be required in connection with the
administration of the Debtor's estate;
d. appear in Court and protecting the interest of the Debtor
before the Court including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is involved
and the preparation of objections to claims filed against the
Debtor's estate; and
e. perform other legal services for the Debtor that may be
necessary and proper in these proceedings.
Kilpatrick lawyers and professionals who will work on the Debtor's
cases and their hourly rates are:
Todd C. Meyers, Partner $975
Colin Bernardino, Partner $700
Gianfranco Finizio, Associate $575
Lindsey Simon, Associate $385
Shavone Green, Paralegal $265
On March 16, 2017, Kilpatrick received a retainer in the amount of
$50,000 in connection with the planning and preparation of initial
documents and the Firm's proposed postpetition representation of
the Debtor. On March 25, 2017, Kilpatrick issued an invoice to the
Debtor in the amount of $80,718.50.
On March 28, 2017, the Retainer was increased to $100,000 by
receipt of a $50,000.00 wire transfer from Shunfeng International
Clean Energy, Ltd. ("SFCE"), a holder of 63% of the shares of the
Debtor. Also on March 28, 2017, Kilpatrick applied $50,000 of the
Retainer to the March 25, 2017 invoice.
On March 31, 2017, Kilpatrick issued an invoice in the amount of
$33,165.08. On April 4, 2017 and April 7, 2017, Kilpatrick applied
the remainder of the Retainer to the outstanding invoices. On April
6, 2017, SFCE again refreshed the Retainer with a $50,000.00 wire
transfer.
On April 13, 2017, Kilpatrick issued an invoice in the amount of
$41,485.50 and applied the remainder of the Retainer to the
outstanding invoices. Subsequently, and despite being informed that
neither the Debtor nor SFCE would be able to fund any additional
retainers, Kilpatrick continued to prepare for the Debtor's
bankruptcy filing, and incurred fees and expenses of at least
$97,903.57 since the last invoice was issued on April 13, 2017. The
Retainer was exhausted prior to the Petition Date, and the
outstanding invoice balance ($5,369.08) and any unbilled amounts
($97,903.57) were waived.
Kilpatrick will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Todd Meyers, Esq., partner at Kilpatrick Townsend & Stockton 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.
By separate application, the Debtor has asked or will ask the Court
to approve the retentions of: (i) Potter Anderson & Corroon LLP, as
Delaware bankruptcy counsel; (ii) Aurora Management Partners, LLC
to provide a Chief Restructuring Officer (David M. Baker) and
financial advisory services; (iii) Mayer Brown, LLP as special
counsel to pursue a petition under section 201 of the Trade Act of
1974, 19 U.S.C. sec. 2251, with the United States International
Trade Commission; and (iv) Garden City Group, LLC as claims,
noticing and administrative agent. In addition, the Debtor also may
file motions or applications to employ additional professionals.
Kilpatrick can be reached at:
Todd Meyers, Esq.
Kilpatrick Townsend & Stockton LLP
1100 Peachtree Street NE, Suite 2800
Atlanta, GA, 30309-4528
Tel: +1 404.815.6482
Fax: +1 404.541.3307
About Suniva, Inc.
Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. --
http://www.suniva.com/-- is a manufacturer of PV solar cells with
manufacturing facilities at its metro-Atlanta, Georgia headquarters
as well as in Saginaw, Michigan.
Impacted by Chinese manufacturers who are able to flood the U.S.
market for solar cells and modules with cheap imports, on April 7,
2017, Suniva, Inc., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
17-10837).
The Hon. Kevin Gross is the case judge.
Kilpatrick, Townsend & Stockton LLP is serving as general counsel
to the Debtor. Potter Anderson & Corroon LLP is serving as
Delaware counsel, with the engagement led by Stephen R. McNeill,
Jeremy William Ryan. Garden City Group, LLC, is the claims and
noticing agent.
Suniva estimated $10 million to $50 million in assets and $100
million to $500 million in debt.
SUNIVA INC: Hires Mayer Brown as Special Counsel
------------------------------------------------
Suniva, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Mayer Brown LLP as special
counsel for the Debtor, effective as of April 17, 2017.
In 2012, the United State Department of Commerce began to impose
tariffs on imports of solar cells from China with many Chinese
solar manufacturing companies being subject to tariffs of
approximately 30%. Notwithstanding these protections, solar cell
manufacturers in the United State continue to face step rice
competition from non-China based overseas manufacturers not subject
to United States tariffs. As a result, these tariffs have not been
effective in preventing dumping of Chinese solar products in the
United States. These pressure have been exacerbated by a recent
drop in demand in the Hinses market resulting from the Chinese
government announcing, in 2016, that it was lowering subsidies for
solar energy purchases. This has resulted in a production glut,
further driving down the global prices. Unfortunately, this
downturn is solar cell prices coincided with the Debtor's expansion
and incurrence of significant additional debt.
Domestic industries seriously injured or threatened with serious
injury by increased imports may petition the United States
International Trade Commission (the "USITC") under section 201 of
the Trade Act of 1974, 19 USC sec 2251 ("Section 201") for import
relief.
As discussed at the "first day" hearing before this Court on April
19, 2017, the Debtor, with the assistance of Mayer Brown, will
prosecute a Section 201 petition (the "Trade Case") during the
pendency of this Chapter 11 Case. Prosecution of the Trade Case is
of paramount importance to the Debtor. Indeed, absent to Debtor's
ability to prosecute the Trade Case, the going concern value of the
Debtor would be severely impaired, if not completely eviscerated.
Mayer Brown lawyers who will work on the Debtor's case and their
hourly rates are:
Matthew McConkey, partner $750
Tim Keeler, partner $750
Christian Hudson, counsel $600
Margaret Sales, associate $690
Warren Payne, consultant, senior advisor $760
Mayer Brown will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matthew McConkey, Esq., partner in the firm of Mayer Brown 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.
As part of the Mayer Brown engagement, the firm intends to utilize
ROKK Solutions ("ROKK") and economic consulting firm to assist in
handling media issues related to the Trade Case and assisting in
handling the economic data that is filed in the Section 201 Trade
Case, respectively. ROKK and Economic Consultant fees approximately
$25,000 per month, such fees are already embedded in Mayer Brown's
professional fee budget that was filed in connection with the DIP
financing motion.
Mayer Brown can be reached at:
Matthew McConkey, Esq.
Mayer Brown LLP
1999 K Street, NW
Washington, DC 20006-1101
Tel: 202.263.3235
Fax: 202.762.4235
E-mail: mmcconkey@mayerbrown.com
About Suniva, Inc.
Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. --
http://www.suniva.com/-- is a manufacturer of PV solar cells with
manufacturing facilities at its metro-Atlanta, Georgia headquarters
as well as in Saginaw, Michigan.
Impacted by Chinese manufacturers who are able to flood the U.S.
market for solar cells and modules with cheap imports, on April 7,
2017, Suniva, Inc., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
17-10837).
The Hon. Kevin Gross is the case judge.
Kilpatrick, Townsend & Stockton LLP is serving as general counsel
to the Debtor. Potter Anderson & Corroon LLP is serving as
Delaware counsel, with the engagement led by Stephen R. McNeill,
Jeremy William Ryan. Garden City Group, LLC, is the claims and
noticing agent.
Suniva estimated $10 million to $50 million in assets and $100
million to $500 million in debt.
SUNIVA INC: Hires Potter Anderson as Co-Counsel
-----------------------------------------------
Suniva, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Potter Anderson & Corroon
LLP as co-counsel for the Debtor and Debtor in Possession, nunc pro
tunc to April 17, 2017.
The Debtor requires Potter Anderson to:
a. take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed against
the Debtor's estate;
b. provide legal advice with respect to the Debtor's powers
and duties as debtor in possession as the Debtor moves forward with
the Chapter 11 Case;
c. negotiate, prepare, and pursue a plan and disclosure
statement and the approval of the same;
d. prepare, on behalf of the Debtor, as debtor in possession,
necessary motions, applications, answers, orders, pleadings,
reports, and other legal papers in connection with the continued
administration of the Debtor's estate;
e. appear in Court on behalf of the Debtor;
f. assist with any disposition of the Debtor's assets, by sale
or otherwise; and
g. perform all other legal services in connection with the
Chapter 11 Case as may be reasonably be required.
Potter Anderson will be paid at these hourly rates:
Partners $465-$1,130
Of Counsel $310-$445
Associates $175-$295
Paralegals $95-$205
Other Administrative Staff $465-$1,130
Potter Anderson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jeremy W. Ryans, Esq., partner of the firm Potter Anderson &
Corroon 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.
Potter Anderson may be reached at:
Jeremy W.Ryans, Esq.
Potter Anderson & Corroon LLP
1313 N. Market Street
Wilmington, DE 19801
Phone: 302.984.6108
Fax: 302.658.1192
E-mail: jryan@potteranderson.com
About Suniva, Inc.
Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. --
http://www.suniva.com/-- is a manufacturer of PV solar cells with
manufacturing facilities at its metro-Atlanta, Georgia headquarters
as well as in Saginaw, Michigan.
Impacted by Chinese manufacturers who are able to flood the U.S.
market for solar cells and modules with cheap imports, on April 7,
2017, Suniva, Inc., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
17-10837).
The Hon. Kevin Gross is the case judge.
Kilpatrick, Townsend & Stockton LLP is serving as general counsel
to the Debtor. Potter Anderson & Corroon LLP is serving as
Delaware counsel, with the engagement led by Stephen R. McNeill,
Jeremy William Ryan. Garden City Group, LLC, is the claims and
noticing agent.
Suniva estimated $10 million to $50 million in assets and $100
million to $500 million in debt.
TALLGRASS ENERGY: Add'l Notes Issue No Impact on Moody's Ratings
----------------------------------------------------------------
Moody's Investors Service said that Tallgrass Energy Partners, LP's
(TEP) proposed $200 million 5.50% senior unsecured notes due 2024
(Additional Notes) will not impact the company's credit ratings or
stable outlook. The Additional notes are being offered as an
addition to TEP's existing $400 million 5.50% senior unsecured
notes due 2024 (Existing Notes) that TEP issued in September 2016.
The Additional Notes will be issued under the same indenture as the
Existing Notes, will be treated as a single class of debt
securities with the Existing Notes and will have identical terms,
other than the issue date.
Issuer: Tallgrass Energy Partners, LP
-- Senior Unsecured Regular Bond/Debenture, changed to a range of
LGD5 from a range of LGD6
RATINGS RATIONALE
The proposed Additional Notes and the Existing Notes are rated B1,
in accordance with Moody's Loss Given Default Methodology, two
notches below the Ba2 CFR. This reflects their effective
subordination to TEP's $1.75 billion senior secured revolving
credit facility (unrated), which is large in comparison to the
unsecured notes. There will be $1.37 billion of revolver borrowings
outstanding, pro forma the issuance of Additional Notes and the
partial paydown of the borrowings under revolving credit facility
using the proceeds of the notes offering.
The issuance of the proposed Additional Notes is a leverage neutral
transaction as the proceeds will be used to reduce the outstanding
debt under the revolving credit facility and Moody's continues to
project TEP's year-end 2017 debt to EBITDA ratio to be in the 4.5x
-- 5.0x range, including pro rata debt from Rockies Express
Pipeline LLC (REX, Ba2 stable).
TEP's Ba2 CFR reflects its predominantly interstate pipeline asset
base with cashflows from long-term firm transportation contracts,
earnings diversification and moderate leverage. PONY Express
Pipeline (PONY) positions itself as a competitive crude oil
transportation option with access to Bakken Shale, DJ Basin and
Powder River Basin production and also access to downstream
refineries and the oil storage hub at Cushing, OK. TEP's ownership
in REX and potential drop downs in the future add to the stability
of cashflows given REX's contractual cash flows and access to
natural gas supply basins in the Rockies and Appalachian regions.
TEP's ratings are constrained by the reliance of PONY and REX on
primarily "supply-push" E&P customers, the uncertainty around cash
flows post 2019 when a significant number of the transportation
contracts expire and the structural risks inherent to an MLP
entity. TEP's debt/EBITDA (inclusive of REX's pro-rata share and
Moody's standard adjustments) ranges from mid to high 4x from
2016-2019. Moody's projects this ratio to be approximately 5.75x in
2020 (due to a significant reduction in REX's cash flows) and
potentially increase if PONY's contracts expiring in 2020 are not
recontracted.
Moody's notes that TEP stands to benefit modestly from recent
events like the drop down of Tallgrass Terminals LLC (Terminals)
and Tallgrass Natgas Operator (Operator) from Tallgrass Development
(TDEV), additional yield on REX's capacity enhancement project and
potential additional capacity realization on the PONY express
pipeline. However, these events do not materially improve the
credit profile of TEP, which continues to be substantially reliant
on REX and PONY for its cashflows. Moody's also notes REX's firm
transportation agreement breach of contract settlement with Ultra
Resources Inc. (B1 positive).
Moody's expects TEP will maintain an adequate liquidity profile
through mid-2018. The company has a $1.75 billion senior secured
revolving credit facility that matures in May 2018. As of March 31,
2017, TEP had $1.57 billion in outstanding borrowings under the
revolving credit facility. Moody's expects that the company will
continue to rely significantly on its revolver as a source of
funding while maintaining minimal cash balances. Pro forma for the
notes issuance, the borrowings under the revolving credit facility
will be $1.37 billion. The revolving credit facility contains two
financial covenants including a maximum debt / EBITDA of 4.75x and
a minimum EBITDA / interest of 2.5x. The leverage covenant has a
higher threshold of 5.25x during a quarter in which an acquisition
for greater than $50 million is made, and also for the two
subsequent quarters. Given the acquisition of a stake in REX in
February 2017, the applicable leverage threshold is 5.25x through
September 2017. Moody's expects the company will remain in
compliance with these covenants through mid-2018. The MLP structure
carries the expectation that cash in excess of that required to
operate the business is distributed to owners which results in
reliance on access to the capital markets or equity infusions from
the owners.
The stable outlook reflects Moody's expectation that TEP will
continue to generate steady cashflows supportive of its current
rating.
Ratings could be considered for an upgrade if TEP can mitigate the
post-2019 cashflow risk by re-contracting a significant portion of
post-2019 capacity at REX and PONY while maintaining the debt to
EBITDA ratio below 4.5x.
Ratings could be downgraded if TEP's debt to EBITDA ratio is
expected to rise above 5x and remain at that level on a sustained
basis or if there is significant deterioration in customer credit
quality.
The principal methodology used in this rating/analysis was Global
Midstream Energy published in December 2010.
TEP is a publicly traded master limited partnership providing crude
oil transportation, natural gas transportation and storage,
processing and water business services for customers in the Rocky
Mountain, Appalachian and Midwest regions of the United States.
TANDEM DIABETES: Needs More Capital to Continue as a Going Concern
------------------------------------------------------------------
Tandem Diabetes Care, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing a
net loss of $23.79 million on $18.98 million of sales for the
three-months ended March 31, 2017, compared to a net loss of $20.48
million on $20.06 million of sales for the same period in 2016.
The Company's balance sheet at March 31, 2017, showed $112.71
million in total assets, $114.58 million in total liabilities, and
a total stockholders' deficit of $1.87 million.
The Company has incurred operating losses since its inception and
as reflected in the accompanying financial statements, the Company
has an accumulated deficit of $428.4 million as of March 31, 2017,
which includes a net loss of $23.8 million for the three months
ended March 31, 2017. The Company had cash and cash equivalents
and short-term investments of $54.0 million at March 31, 2017,
including $10.0 million of restricted cash as required by the
Company's term loan agreement with Capital Royalty Partners II,
L.P. and its affiliate funds. The Company used $20.8 million in
cash from operations in the three months ended March 31, 2017. The
Company concluded that, at the date the financial statements in
this Quarterly Report on Form 10-Q for the three months ended March
31, 2017, were issued, it did not have sufficient cash to fund its
operations for the next twelve months without additional financing
and, therefore, there was substantial doubt about its ability to
continue as a going concern within one year after the date the
financial statements were issued.
The Company believes that it will be necessary to raise additional
funding. The Company may seek additional capital from public or
private offerings of its capital stock or it may elect to borrow
additional amounts under new debt financing arrangements or from
other sources. If the Company issues equity or debt securities to
raise additional funding, its existing stockholders may experience
dilution, it may incur significant financing costs, and the new
equity or debt securities may have rights, preferences and
privileges senior to those of its existing stockholders. The
Company's ability to continue as a going concern, meet its minimum
liquidity requirements in the future or satisfy the other covenants
under the Term Loan Agreement is dependent on its ability to raise
significant additional capital, of which there can be no assurance.
If the Company cannot generate sufficient revenues from the sale
of its products or secure additional financing on acceptable terms,
it may be forced to significantly alter its business strategy,
substantially curtail its current operations, or cease operations
altogether.
A copy of the Form 10-Q is available at:
http://bit.ly/2ql0c2w
Tandem Diabetes Care, Inc., is a medical device company. The
Company is engaged in designing, developing and commercializing
products for people with insulin-dependent diabetes. The Company
manufactures and sells three insulin pump products, which include
t:slim Insulin Delivery System (t:slim), t:flex Insulin Delivery
System (t:flex) and t:slim G4 Insulin Delivery System (t:slim G4).
TEXAS PELLETS: Allowed to File Plan of Reorganization Until June 30
-------------------------------------------------------------------
Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas extended the exclusive periods for Texas Pellets,
Inc., and German Pellets Texas, LLC, to file a plan of
reorganization and solicit acceptances to the plan through June 30,
2017 and September 29, 2017, respectively.
Judge Parker held, however, that should the Debtors fail to amend
the pending Disclosure Statement on or before June 2, 2017, the
Court reserves the right to terminate all exclusivity rights of the
Debtors without further notice or hearing.
About Texas Pellets
Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016.
The petition was signed by Anna Katherin Leibold, president and
chief executive officer.
German Pellets Texas, LLC, also based in Woodville, Texas, filed a
Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April
30, 2016. The petition was signed by Peter H. Leibold, its chief
executive officer.
The cases have been jointly administered under Texas Pellets' case.
Judge Bill Parker presides over the cases.
The Debtors employed William Steven Bryant, Esq., at Locke Lord LLP
as their legal counsel; Searcy & Searcy, P.C. as local/conflicts
co-counsel; and Guggenheim Securities, LLC as investment banker.
Bryan M. Gaston, and the firm Opportune, LLP, serve as the Debtors'
Chief Restructuring Officer.
No Chapter 11 trustee or examiner has been appointed in these
Bankruptcy Cases. An official committee of unsecured creditors was
appointed on May 17, 2016.
TRANSMARINE PROPULSION: TCA Global Opposes Cash Collateral Use
--------------------------------------------------------------
TCA Global Storage, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to absolutely prohibit any use of the
cash collateral and to direct Transmarine Propulsion Systems, Inc.
and/or Alexander S. Roeser from using, and require them to
segregate and account for any use of TCA Global's collateral since
the Petition Date.
TCA Global alleges that Alexander S. Roeser is not the President of
the Debtor, nor was he when he purported to file the Debtor's
Chapter 11 case, because the owner of the Debtor, Transmarine
Acquisition, LLC, f/k/a TCA MPI Industries Acquisitions, LLC, has
terminated Mr. Roeser's position as President of the Debtor prior
to the Petition Date and there is no resolution of the Debtor's
board of directors authorizing Mr. Roeser or anyone else to file a
petition for relief on behalf of the Debtor.
TCA Global asserts that because the Chapter 11 filing was
unauthorized, it is subject to immediate dismissal, and because Mr.
Roeser is not an officer of the Debtor, he is not authorized to
conduct or operate the business of the Debtor.
However, TCA Global complains that despite the unauthorized filing
of its Chapter 11 case, the Debtor remains in possession and
control of TCA Global's Collateral and has used and will continue
to use such collateral, including cash collateral, in the operation
of the business without legal authority and without TCA Global's
consent or permission.
TCA Global believes that the Debtor remains in possession of the
collateral, and through Mr. Roeser, is continuing to use it in the
management and operation of its business as debtor-in-possession.
TCA Global also believes that the Debtor, through Mr. Roeser, is or
may be receiving proceeds of TCA Global's Collateral in the course
of operating its business, including the accounts and inventory,
and depositing such proceeds into its operating accounts or another
account or using them to fund operations and/or paying them out to
insiders, including Mr. Roeser and/or his family.
Beginning as of January 2015, TCA Global has extended loans to the
Debtor for working capital structured through a senior credit
facility. TCA Global relates that the Debtor has ultimately
defaulted on the Third Amendment and Third Replacement Revolving
Note, and induced TCA Global to forbear from enforcing and
exercising its legal rights and remedies against the collateral by
falsely promising that the Debtor was about to obtain a lucrative
contract with Crowley Maritime Corporation that would extricate the
Debtor from its financial woes and substantially increase revenue
beyond any previous level.
Accordingly, TCA Global, in reliance on the Debtor's
representations regarding the Crowley Contract, and without waiving
the existing default, entered into a written Settlement Agreement
with the Debtor, agreeing to forbear from enforcement of its rights
and continue to extend loans to the Debtor until an additional
default occurred.
Among other things, the Settlement Agreement provides that (a) the
Debtor's failure to obtain the Crowley Contract before Dec. 31,
2016, would constitute an Event of Default; (b) Mr. Roeser and TCA
Global has agreed to a transfer of ownership of the Debtor upon the
occurrence of an additional default or Event of Default,
specifically, Mr. Roeser agreed that upon such default (i) the
pledge of stock in the Debtor previously made to his father would
be terminated, and (ii) Mr. Roeser would pledge 100% of the issued
and outstanding capital stock of the Debtor pursuant to a pledge
agreement acceptable to TCA Global.
Subsequently, TCA Global also relates that the Debtor has defaulted
under the Settlement Agreement when it failed to obtain the Crowley
Contract and when the Debtor failed to abide by the repayment
obligations of the Loan. TCA Global contends that despite the
Default Notice, the Debtor failed to cure the Event of Default,
thereby prompting TCA Global to exercise its rights under the
Agreement and provided Notice of the Default to the Escrow Agent
and instructed him to deliver the shares pledged by Mr. Roeser to
Transmarine Acquisition, a special purpose entity owned by TCA
Global.
As a result of the prepetition delivery of the executed Stock
Power, TCA Global maintains that Transmarine Acquisition is now the
100% shareholder of the Debtor and has been such since April 25,
2017, prior to the Debtor's Petition Date. As 100% shareholder of
the Debtor, Transmarine Acquisition exercised its voting powers to
execute:
(i) Written Consent of the Sole Shareholder of the Debtor
removing and replacing the existing board members of the Debtor
with Gregory Felix and Alyce Schreiber, and
(ii) Unanimous Written Consent of the Board of Directors of the
Debtor removing Mr. Roeser as Chief Executive Officer and President
of the Debtor, as well as from any and all other positions Mr.
Roeser may have held in the Debtor, and appointing Alyce Schreiber
as Chief Executive Officer, President, Secretary and Treasurer of
the Debtor and further appointing Gregory Felix as Vice President
of the Debtor effective as of April 25, 2017.
In addition, TCA Global relates that Mr. Felix, as a representative
of Transmarine Acquisition, conducted a site visit at the Debtor's
principal place of business in Tampa to, among other things,
provide a copy of the April 24, 2017 default notice and inform Mr.
Roeser that he had been terminated as an officer or director of the
Debtor.
However, TCA Global contends that Mr. Roeser refused to accept or
acknowledge his termination and instead has continued to operate
the business of the Debtor and is taking other actions in violation
of TCA Global's contractual rights and with the intention of
dissipating, impairing, or otherwise destroying the Debtor's
business and TCA Global's first priority perfected security
interest in the collateral, including the accounts.
TCA Global asserts that unless the Court prohibits the Debtor
and/or Mr. Roeser from using the proceeds of its collateral,
including the cash collateral, TCA Global will suffer irreparable
harm, including the dissipation and loss of all or some of the
accounts and inventory, as well as the proceeds of such accounts
and inventory, which the Debtor has failed to apply to the debt due
TCA Global. TCA Global tells the Court that it has not consented
and does not consent to the Debtor's use of the Accounts and
Inventory, or the proceeds, and requests that the Court prohibit
the Debtor's disposition or use of its cash collateral.
Attorneys for TCA Global Storage, LLC:
Ronald B. Cohn, Esq.
W. Patrick Ayers, Esq.
BURR & FORMAN LLP
201 N. Franklin Street, Suite 3200
Tampa, Florida 33602
Telephone: (813) 221-2626
E-mail: payers@burr.com
About Transmarine Propulsion Systems
Seattle and Florida based Transmarine Propulsion Systems, Inc.
(TMPS) -- https://www.transmarine.org/ -- services most types of
diesel engines, including medium-speed and slow-speed engines for
the marine industry and for diesel power plants. TMPS is the proud
United States Agent for Anglo Belgian Corporation (ABC) Diesel
Engines.
Transmarine Propulsion Systems filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 17-03911), on May 5, 2017. The petition was
signed by Alexander S. Roeser, president. The Debtor is
represented by Buddy D Ford, Esq., at Buddy D. Ford, P.A. At the
time of filing, the Debtor estimated less than $50,000 in assets
and $1 million to $10 million in liabilities.
TRAVELERS OF AMERICA: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Travelers of America, Inc., as
of May 9, according to a court docket.
Travelers of America, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-13341) on March 20, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Chad T. Van Horn, Esq.
TWO CANAL STREET: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Two Canal Street Investors,
Inc., as of May 9, according to a court docket.
Headquartered in Palm Beach, Florida, Two Canal Street Investors,
Inc., is a Florida developer led by Stuart "Neil" Fisher of West
Palm Beach.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 17-13262) on March 17, 2017, estimating its assets at
between $100 million and $500 million and debts at between $1
million and $10 million. The petition was signed by Stuart C.
Fisher, president.
Judge Paul G. Hyman, Jr., presides over the case.
David L. Merrill, Esq., at Merrill PA serves as the Debtor's
bankruptcy counsel.
V&L TOOL LLC: Court OKs Deal on Cash Collateral Use Until June 30
-----------------------------------------------------------------
Judge Susan V. Kelley of the U.S. Bankruptcy Court for the Eastern
District of Wisconsin entered an order approving the Fourth
Amendment to the Stipulation between V&L Tool, LLC fdba VLT
Acquisition LLC and GE Healthcare, a division of General Electric,
regarding the Debtor's interim use of cash collateral
As previously reported by the Troubled Company Reporter, the
Parties asked the Court for approval of the Fourth Amendment to
their Stipulation, which allows the Debtor to continue using cash
collateral through June 30, 2017.
The Stipulation has been amended to provide that, for each payment
by GE Healthcare to the Debtor made by GE Healthcare after March
31, 2017 and on or before June 30, 2017, under the GE Healthcare
Supply Agreement, GE Healthcare will withhold 20% of the payment
amount as a setoff/recoupment to be applied against the Subject
Obligations until it has received an additional $120,649 during the
period from April 1, 2017 through the later of June 30, 2017 or the
date a plan of reorganization is confirmed in the Debtor's case.
A full-text copy of the Order, dated May 4, 2017, is available at
https://is.gd/s4gywR
About V&L Tool, LLC
V&L Tool, LLC, formerly doing business as VLT Acquisition LLC,
filed a Chapter 11 petition (Bankr. E.D. Wis. Case No. 16-24208) on
April 27, 2016. Greg Ahsmann, manager, signed the petition. The
Debtor is represented by Jonathan D. Golding, Esq., and Richard N.
Golding, Esq., at the Golding Law Offices, P.C. of Chicago, IL. At
the time of filing, the Debtor had $5.46 million in total assets
and $5.16 million in total liabilities.
VALDERRAMA A/C: Hires Anne K. Ritchie as Special Counsel
--------------------------------------------------------
Valderrama A/C Refrigeration, Inc., seeks authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Anne K. Ritchie as special counsel.
The Debtor requires Ms. Ritchie to:
a. advise and consult with the Debtor-in-Possession concerning
questions arising in the conduct of the administration of the
estate and concerning Debtor's rights and remedies with regard to
the Estate's assets and the claims of secured, priority and
unsecured creditors;
b. investigate pre-petition transactions and prosecution, if
appropriate, actions for the collection of outstanding
receivables;
c. advise and assist the Debtor-in-Possession with real estate
and business organizations issues related to this case;
d. advise and assist the Debtor-in-Possession with employment
issues related to this case;
e. assist to Debtor in any matters relating to or arising out
of the captioned case.
The Debtor will compensate Ms. Ritchie at $200 per hour, with such
rate discounted to $150 per hour if 10, or more, hours of work are
guaranteed per month. Time will be billed in 1/10 hour increments
with time rounded up to the nearest 1/10 hour.
Ms. Ritchie will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anne K. Ritchue, Esq., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Ms. Ritchie may be reached at:
Anne K. Ritchie
4001 North Shepherd, Suite 200
Houston, TX 77018
Tel: 832-767-0406
Fax: 832-916-2555
About Valderrama A/C Refrigeration
Valderrama A/C Refrigeration, Inc., designs and installs commercial
refrigeration systems serving clients throughout the Greater
Houston area for more than 28 years.
Valderrama A/C Refrigeration sought Chapter 11 protection (Bankr.
S.D. Tex. Case No. 17-32091) on April 4, 2017, estimating assets
and liabilities of $1 million to $10 million. The petition was
signed by Dario Ciriaco, director.
Judge Karen K. Brown is assigned to the case.
The Debtor tapped William P Haddock, Esq., at Pendergraft & Simon
as counsel.
WAREHOUSE 11: Hires McKinley Onua as Counsel
--------------------------------------------
Warehouse 11, LLC, has filed an amended application seeking
approval from the U.S. Bankruptcy Court for the Eastern
District of New York to retain McKinley Onua & Associates, PLLC as
counsel.
The Debtor requires McKinley Onua to:
a. provide advice to the Debtor with respect to their powers
and duties under the Bankruptcy Code in the continued operation of
the Debtor's business and the management of its property;
b. negotiate with creditors of the Debtor's, preparing a plan
of reorganization and taking the necessary legal steps to
consummate a plan, including, if necessary, negotiations with
respect to financing a plan;
c. appear before the various taxing authorities to work out a
plan to pay taxes owing in installments;
d. prepare on the Debtor's behalf necessary applications,
motions, answer, replies, discovery requests, forms of orders,
reports and other pleading and legal documents;
e. appear before this Court to protect the interests of the
Debtor and the Debtor's estates, and represent the Debtor in all
matters pending before this Court;
f. perform all other legal services for the Debtor that may be
necessary; and
g. assist the Debtor in connection with all aspects of its
Chapter 11 case.
McKinley Onua will be paid at these hourly rates:
Nnenna Onua $350
Associates $250
Paralegals $100
Nnenna Onua, Esq., senior counsel of McKinley Onua & Associates,
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.
McKinley Onua may be reached at:
Nnenna Onua, Esq.
McKinley Onua & Associates, PLLC
26 Court Street, Suite 300
Brooklynm NY 11242
Tel: 718-522-0236
Fax: 718-701-8309
About Warehouse 11 LLC
Warehouse 11, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-43127) on July 14,
2016. The petition was signed by Herman Epstein, manager.
The case is assigned to Judge Elizabeth S. Stong.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
WEATHERFORD INTERNATIONAL: Amends Form S-3 Prospectus with SEC
--------------------------------------------------------------
Weatherford International public limited company filed with the
Securities and Exchange Commission an amended Form S-3 registration
statement relating to:
* an indeterminate number of ordinary shares of Weatherford
Ireland, options to purchase ordinary shares of Weatherford
Ireland, warrants to purchase ordinary shares of Weatherford
Ireland, debt securities of Weatherford Bermuda (and related
guarantees of Weatherford Ireland and Weatherford Delaware)
and debt securities of Weatherford Delaware (and related
guarantees of Weatherford Ireland and Weatherford Bermuda),
as may from time to time be issued, provided such issuances
will have an aggregate initial offering price not to exceed
$2,000,000,000; and
* a warrant exercise prospectus for the offering, issuance and
sale of up to 84,500,000 ordinary shares of the Company
pursuant to the exercise of a warrant to purchase the
Company's ordinary shares outstanding on Feb. 13, 2017.
The ordinary shares of Weatherford Ireland are traded under the
symbol "WFT" on the New York Stock Exchange.
A full-text copy of the Form S-3/A is available for free at:
https://is.gd/IlCryf
About Weatherford
Ireland-based Weatherford International plc (NYSE: WFT) --
http://www.weatherford.com/-- is one of the largest multinational
oilfield service companies providing innovative solutions,
technology and services to the oil and gas industry. The Company
operates in over 100 countries and has a network of approximately
1,000 locations, including manufacturing, service, research and
development, and training facilities and employs approximately
31,000 people.
Weatherford International reported a net loss attributable to the
Company of $3.39 billion on $5.74 billion of total revenues for the
year ended Dec. 31, 2016, compared to a net loss attributable to
the Company of $1.98 billion on $9.43 billion of total revenues for
the year ended Dec. 31, 2015. As of Dec. 31, 2016, Weatherford had
$12.66 billion in total assets, $10.59 billion in total liabilities
and $2.06 billion in total shareholders' equity.
* * *
In November 2016, Fitch Ratings has downgraded the ratings for
Weatherford and its subsidiaries, including the companies'
Long-Term Issuer Default Ratings (IDRs) to 'CCC' from 'B+'.
In November 2016, S&P Global Ratings lowered its corporate credit
rating on Weatherford International to 'B+' from 'BB-'. "The
downgrade reflects our revised free operating cash flow estimates
for Weatherford following weaker-than-anticipated cash inflows in
the third quarter," said S&P Global Ratings credit analyst Carin
Dehne-Kiley.
WESTAK INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Westak, Inc.
1116 Elko Dr
Sunnyvale, CA 94089-2207
Case No.: 17-51123
Business Description: Westak, Inc. -- http://www.westak.com/--
manufactures printed circuit boards. The
Company offers flex and rigid flex, solder
paste stencils, and in-circuit testing, as
well as rigid double-sided, multi-layered,
and volume interconnects.
Chapter 11 Petition Date: May 10, 2017
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Judge: Hon. Stephen L. Johnson
Debtor's Counsel: Scott L. Goodsell, Esq.
CAMPEAU, GOODSELL SMITH
440 N. 1st St. #100
San Jose, CA 95112
Tel: (408) 295-9555
E-mail: sgoodsell@campeaulaw.com
- and -
William J. Healy, Esq.
CAMPEAU, GOODSELL SMITH
440 N 1st St. #100
San Jose, CA 95112
Tel: (408) 295-9555
E-mail: whealy@campeaulaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Luise Crisham, chief executive officer.
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb17-51123.pdf
YBCC INC: KCCW Accountancy Corp Casts Going Concern Doubt
---------------------------------------------------------
YBCC, Inc., filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K, disclosing a net loss of $398,030
on $1.13 million of sales revenue for the year ended December 31,
2016, compared to a net loss of $345,596 on $273,525 of sales
revenue for the year ended in 2015.
The Company's independent accountants KCCW Accountancy Corp states
that the Company has incurred significant negative cash flows from
operative activities, and continuing net losses and working capital
deficits. The Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.
These matters raise substantial doubt about the Company's ability
to continue as a going concern.
The Company's balance sheet at December 31, 2016, showed total
assets of $4.12 million, total liabilities of $3.28 million, and a
total stockholders' equity of $831,980.
A full-text copy of the Company's Form 10-K is available at:
http://bit.ly/2qRL0XN
YBCC, Inc., through its subsidiaries possesses manufacturing
permits for food product, hygienic products, sanitary products, and
health products. The Company's main business includes: research
and development of chondroitin and garlic oil; trading, cold
storage, and pretreating of garlic, fruit, and vegetables products;
trading of chemical products (excluding hazardous chemicals);
import and export of goods and technology (excluding those
restricted by government); and, the manufacturing and sale of
health products including powder, granules, tablets, hard capsule,
and soft capsule products.
[^] BOOK REVIEW: Competitive Strategy for Health Care Organizations
-------------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price: $34.95
Review by Francoise C. Arsenault
Order your personal copy today at http://bit.ly/1nqvQ7V
Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of
staff, and great tact and patience in bringing about the necessary
strategic training."
Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy;
the analysis of competitive performance; and the readaptation of
the business, if necessary, through positioning activities,
redirection of strategy, and organizational change.
Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of physician-
owned hospitals and physician-backed joint ventures, it is
difficult to envision the physician in the passive role of "being
managed." However, even the changing role of physicians since the
book's first publication correlates with the authors' premise that
their model for competitive strategic planning is based exactly on
understanding and anticipating change, which is no better
illustrated than in health care where change is measured not in
years but in months. These middle chapters and the other chapters
use a mixture of didactic presentation, graphs and charts,
quotations from famous individuals, and anecdotes to render what
can frequently be dry information in an entertaining and readable
format.
The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns.lies the specter of the for-
profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past half-
decade have shown that the voluntary sector can match the for-
profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."
*********
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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
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