/raid1/www/Hosts/bankrupt/TCR_Public/170612.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, June 12, 2017, Vol. 21, No. 162
Headlines
207 AINSLIE: Court to Take Up Exit Plan on June 15
23 FARMS LLC: Directed to File Chapter 11 Plan By July 24
3073 EMMONS: Court Rules Stabilis Sale Not Subject to Stay
779 STRADELLA: Proposes $7.78M Private Sale of L.A. Property
A-OK ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors
A.H. COOMBS: Lender to Sell Fixtures & Equipment on June 19
ACME AMERICAN: Case Summary & Largest Unsecured Creditors
ACOSTA INC: Bank Debt Trades at 7% Off
ADAMS RESOURCES: Taps Locke Lord as Special Counsel
AF&L INC: A.M. Best Withdraws 'D' Financial Strength Rating
AIRPLANES LTD: Can't Hoard Cash Based Imagined Risk, Judge Says
ALBANY MOLECULAR: S&P Puts 'B' CCR on CreditWatch Negative
AMERICA GREENER: Taps Canterbury Law as Counsel
AMERIFLEX ENGINEERING: Taps Owen Bird as Special Counsel
AQUION ENERGY: June 20 Bluesky-Led Auction for Battery Tech Assets
ARGO COMPANY: Court OKs Disclosures, Confirms Amended Ch. 11 Plan
ATOPTECH INC: Exclusive Plan Filing Deadline Moved to Sept. 11
AURORA DIAGNOSTICS: S&P Lowers Then Withdraws CCR to 'SD'
AUTHENTIDATE HOLDING: CEO's Annual Base Salary Hiked to $360,000
AUTHENTIDATE HOLDING: Roy Beauchamp Quits as Director
BCBG MAX AZRIA: Has Going-Concern Deals With Marquee, GBG
BCBG MAX AZRIA: Marquee to Make Royalty Payments to Allerton
BCBG MAX: Insurers Oppose Approval of Plan Outline
BCC SANDUSKY: Chapter 11 Petition Filed in Good Faith, Judge Rules
BEBE STORES: Borrows $35 Million From GACP to Pay Off Landlords
BEBE STORES: Distribution Center Sold for $22M, Design Center Next
BEBE STORES: Domains, International Deals Assigned to Blue Star JV
BEBE STORES: GBG to Manage bebe.com, Pay $5M for Inventory
BEBE STORES: Out-Of-Court Restructuring Assisted by B. Riley
BEBE STORES: Shutters Stores, Fires All Retail Employees
BIG TIME HOLDINGS: Unsecureds to Get Full Payment in Cash
BIRMINGHAM-SOUTHERN COLLEGE: Moody's Affirms B3 on Tuition Bonds
BLACK IRON: Hires Kirton McConkie as Legal Counsel
BLACK IRON: Seeks to Hire WSRP as Accountant
BLACK IRON: Taps Alysen Tarrant as Environmental Consultant
BLUCORA INC: Egan-Jones Upgrades Sr. Unsecured Ratings to B
BON-TON STORES: Incurs $57.3 Million Net Loss in First Quarter
BOWLMOR AMF: S&P Puts 'B' CCR on CreditWatch Negative
BREITBURN ENERGY: Creditors Frown on Exclusivity Extensions Bid
BUCKTAIL MEDICAL: Healthland and AHT Oppose Disclosure Statement
BUCKTAIL MEDICAL: Jersey Shore Seeks Rejection of Plan Disclosures
BUILDERS FIRSTSOURCE: Moody's Hikes CFR to B2; Outlook Stable
BUILDING CONSTRUCTION: Voluntary Chapter 11 Case Summary
CALATLANTIC GROUP: Fitch Rates $350MM Unsec Notes Due 2027 'BB/RR4'
CALFRAC HOLDINGS: Moody's Hikes CFR to Caa2; Outlook Stable
CANZONE PLASTER: Taps Coder & Company as Accountant
CANZONE PLASTER: Taps Meltzer Lippe as Special Counsel
CEF ENERGY: Case Summary & Unsecured Creditors
CHAMPION EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
CHESAPEAKE ENERGY: Issued $750M 8.00% Senior Notes due 2027
CHINA FISHERY: Has Until November to Exclusively File Plan
CLAIRE'S STORES: Reports Net Sales of $299.6-M for Q1 Fiscal 2017
CLASSICAL DEVELOPMENT: To Pay Creditors in Full From Property Sale
COMMUNITY MEMORIAL: Moody's Affirms Ba2 on $345M Bonds, Outlook Neg
COMPOUNDING DOCS: Exclusive Plan Filing Deadline Moved to Aug. 11
CONTINENTAL EXPLORATION: Trustee Taps Bonds Ellis as Counsel
COO COO'S NEST: SummitBridge to Auction Lots on July 5
CORENO MARBLE: 2nd Amended Disclosures OK'd; June 20 Plan Hearing
CRAIG COUNTY HOSPITAL: NEO, et al., Granted Administrative Claims
CROWN SPRING: Case Summary & 12 Unsecured Creditors
CRYSTAL LAKE GOLF: Unsecureds to Recover 5% in 5 Payments
CST INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
CST INDUSTRIES: Files for Chapter 11 to Pursue Sale of Business
DART MUSIC: Sale of Distribution Deals, Remaining Assets Okayed
DEEP OPERATING: Case Summary & 20 Largest Unsecured Creditors
DIANE OHLSSON: Buying Gulfport Property for $390K
DIAZ PROPERTY: Taps John R. K. Solt as Legal Counsel
DIMENSION REALTY: Case Summary & 12 Unsecured Creditors
DOOR TO DOOR: Gets Approval to Hire Clark Nuber as Accountant
DREAM SOURCE: Poole Buying Baxter Property for $146K
ELAN MEDICAL: Seeks to Hire Davidson as Accountant
EMAS CHIYODA: Creditors Committee Submits Verified Statement
EMAS CHIYODA: Plan Support Deal with Lenders DNB and DBS Approved
EMPIRE RENTALS: Case Summary & 4 Unsecured Creditors
ERNEST VICKNAIR: Sale of Football Tickets and Parking Passes Denied
ESPLANADE: Sale of Algonquin Property to VEREIT for $6.3M Approved
FABRIC AVENUE: Case Summary & 20 Largest Unsecured Creditors
FARMACIA BRISAS: Case Summary & 9 Unsecured Creditors
FARMERS GRAIN: Hearing Today on Further Access to Cash
FEFIFO LLC: 0.739-Acre Lot Up for Auction on July 5
FRANZEN INT'L: Plan Outline Okayed, Plan Hearing on June 12
GABEL LEASE: To Pay Claims From Cash Contribution, Other Sources
GAMAXPORT INC: C.M. Rivera to Get $2K per Month Until Paid in Full
GAURI-SHANKAR LP: Equity Now Objects to Plan, Disclosures
GENERAL NUTRITION: Bank Debt Trades at 10% Off
GENON ENERGY: Finalizing RSA with NRG and Noteholders
GHX ULTIMATE: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
GOD'S CHARIOTS: Taps Chattel as Real Estate Broker
GOVERNORS STATE UNIV: Moody's Lowers Rating on UFS Bonds to Ba3
GREEN FUEL: Plan Confirmation Hearing Rescheduled for June 21
GYMBOREE CORP: Bank Debt Trades at 56% Off
HALO HOME HEALTH: Needs Access to Cash Collateral Through August
HANESBRANDS INC: Egan-Jones Cuts Sr. Unsecured Ratings to BB+
HANISH LLC: Court Denies Approval of Plan Outline
HCA INC: Fitch Rates Senior Secured Notes 'BB+/RR1'
HCA INC: Moody's Assigns Ba1 Rating on New Secured Notes
HCR HEALTHCARE: S&P Lowers CCR to 'D' on Debt Acceleration
HD SUPPLY: S&P Puts 'BB' Rating on Term Loan B-2 on Watch Pos.
HEADWATERS INC: Egan-Jones Withdraws B+ Sr. Unsecured Ratings
HENSON MECHANICAL: Plan Outline Okayed, Plan Hearing on June 27
HHGREGG INC: Proposes Up to $1.85M in Bonuses for 3 Execs
HILLMAN GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable
HORISONS UNLIMITED: Hires Pillsbury Winthrop as Counsel
HOVNANIAN ENTERPRISES: Posts $585.9 Million Revenues for Fiscal Q2
I-69 DEVELOPMENT: S&P Lowers Rating on $240.315MM PABs to 'CCC-'
I-LIGHTING LLC: Seeks to Hire Preller as Special Counsel
IMAGE MAKERS: New Distribution Date for Unsecureds in Latest Plan
INTERNATIONAL WIRE: Moody's Cuts CFR to B3 Over End Market Weakness
JILL HOLDINGS: S&P Revises Outlook to Positive & Affirms 'B' CCR
KENTUCKY ASSOCIATES: Taps Grace Properties as Realtor
KRONOS WORLDWIDE: Moody's Revises Outlook Stable & Affirms B1 CFR
LA PORTE BROADCASTING: Taps Ray Rosenblum to Sell Radio Stations
LEHMAN BROTHERS: Trader Urges 2nd Circuit to Order $83M Payment
LP CLEANERS: Plan Outline Okayed, Plan Hearing on July 6
MABLETON LLC: Court Finds Second Amended Plan Feasible
MAGELLAN CHRISTIAN: Disclosure Statement Hearing on June 20
MANUGRAPH AMERICAS: Taps Cunningham Chernicoff as Legal Counsel
MARATHON OIL: Egan-Jones Raises Sr. Unsecured Ratings to BB
MARINA BIOTECH: Acquires Hypertension Treatment from Symplmed
MARINA BIOTECH: Issues $180,000 Convertible Promissory Notes
MARINA BIOTECH: Working on Next Generation Celecoxib
MEDAK TRUCKING: Plan Outline Okayed, Plan Hearing on June 22
MEDICAL OFFICE: Plan Outline Okayed, Plan Hearing Moved to June 29
MEDIDATA SOLUTIONS: Egan-Jones Ups Sr. Unsecured Ratings to BB-
MELODY GOOD GIRL: Wants Exclusive Plan Filing Extended By 60 Days
MOORINGS REGENCY: Intends to Use Wells Fargo Cash Collateral
MOSAIC MANAGEMENT: GrayRobinson Represented DIP and Exit Lender ASM
MOSES INC: Plan Outline Okayed, Plan Hearing on June 14
MOTEL TROPICAL: Latest Plan to Pay PRTC Priority Claim in Full
MOTORS LIQUIDATION: Court Partly Enforces Sale Order vs. Pitterman
MOTORS LIQUIDATION: Facing Class Action Due to Emissions Cheating
MRN HOMES: Unsecureds to Get Monthly Payments for 96 Months
MT YOHAI: Proposes $1.79M Private Sale of L.A. Property
NAVISTAR INTERNATIONAL: Incurs $80-M Net Loss in Second Quarter
NEIMAN MARCUS: Bank Debt Trades at 22% Off
NETSCOUT SYSTEMS: Egan-Jones Upgrades Sr. Unsec. Ratings to BB
NEW ENGLAND MECHANICAL: Okayed to Use Up to $328K Cash Collateral
NIELSEN HOLDINGS: S&P Affirms 'BB+' CCR, Off CreditWatch Negative
NYDJ APPAREL: Moody's Withdraws Caa3 Corporate Family Rating
OMNI LION'S RUN: Taps Hajjar Peters as Legal Counsel
OPTIMA SPECIALTY: Unsecured Notes Claimants to Recoup 100%
PATRIOT COAL: Trustee Selling Contingent Surplus Security for $1M
PAYLESS HOLDINGS: Removes 192 Stores From 2nd Round of Closings
PETCO ANIMAL: Bank Debt Trades at 7% Off
PETSMART INC: Bank Debt Trades at 4% Off
PIN OAK: Middletown Mall in West Virginia Seeks Chapter 11
PRADO MANAGEMENT: Taps Cambridge Properties as Real Estate Broker
PRETTY GIRL: Chapter 11 Case Summary & Unsecured Creditors
PRODUCTION RESOURCE: S&P Withdraws 'CCC-' CCR at Company's Request
PROVIDENCE FINANCIAL: Tries to Claw Back Over $3M From Originator
QUANTUM CORP: May Issue 1.9M Shares Under Incentive & Stock Plans
REBECCA & JESSICA: Case Summary & 2 Unsecured Creditors
REINSURANCE GROUP: Fitch Affirms BB on $400MM Sub. Debt Due 2065
REVOLUTION ALUMINUM: Committee Opposes Approval of Plan Outline
ROLLOFFS HAWAII: Trustee Taps GMK as Valuation Consultant
RUSSELL INVESTMENTS: Fitch Affirms BB IDR & Retains Neg. Outlook
RYCKMAN CREEK: Fourth Amended Disclosure Statement Filed
S&H AUTO: Latest Plan Sets Aside $51,400 to Pay Creditors
SEASONS PARTNERS: Disclosures Hearing Set for June 19
SHADRACH MESCHACH: Case Summary & 20 Largest Unsecured Creditors
SPANISH BROADCASTING: Egan-Jones Cuts Sr. Unsecured Ratings to C
SPIN HOLDCO: Moody's Rates New Incremental 1st Lien Loan 'B2'
SPIN HOLDCO: S&P Affirms B CCR & Rates New $1.686BB 1st Lien Debt B
SQUARE ONE: Case Summary & 20 Largest Unsecured Creditors
SQUARETWO FINANCIAL: Says Creditors Overwhelmingly Back Plan
STEWART DUDLEY: Magnify Seeks Closing of $255K Sale of Condo Unit
STILLWATER MINING: S&P Affirms Then Withdraws 'B+' CCR
SUNNYSIDE PROPERTIES: Winchester, Va. Mall Up for June 23 Auction
SURGERY PARTNERS: S&P Affirms 'B' CCR & Rates Unit's New Debt 'B'
SWITCH LTD: Moody's Assigns First-Time B1 Corporate Family Rating
SWORDS GROUP: Realwarden Buying Lebanon, Tenn. Property for $2.1M
TENET HEALTHCARE: Fitch Rates $1.9 Billion 1st Lien Notes 'BB-'
TERRACE MANOR: Hearing on Disclosures Approval Set for July 5
TOGA CORP: Case Summary & 5 Unsecured Creditors
TOWN SPORTS: Egan-Jones Lowers Sr. Unsecured Ratings to CCC+
TROXELL COMPANY: Voluntary Chapter 11 Case Summary
US ANESTHESIA: S&P Assigns 'B' CCR & Rates New 1st Lien Loans 'B'
UST DEVELOPMENT: RH Fund XV to Auction Property on July 5
WALTER INVESTMENT: Bank Debt Trades at 9% Off
WALTON CAPITAL: E&Y Selling Assets, Client List; Bids Due June 28
WE'RE STEAMED: Firehouse Subs Franchisee Seeks Cash Access
WESTERN ENERGY: S&P Affirms 'B' CCR on Improving Credit Measures
WET SEAL: Exclusive Plan Filing Period Extended to Aug. 31
WILLACY COUNTY: S&P Discontinues 'D' Rating on 2011 Project Bonds
WILLIAM IPPOLITO: Vietnam Vet Seeking July 26 Auction of Property
WILLISTON, ND: Moody's Affirms Ba2 Rating on Gen. Obligation Debt
WORLD ENDURANCE: S&P Affirms 'B' CCR Amid Term Loan Add-On
[*] American Lawyer Report on Retail Industry Challenges
[*] COTMF to Auction Off Chicago Taxi Medallions Beginning June 21
[*] Moody's: B3- & Lower Corporate Ratings List Dips Again in May
[*] Three Allen Matkins Attorneys Elected to Partnership
[*] Underwriting Losses for P/C Industry Persists, A.M. Best Says
[^] BOND PRICING: For the Week from June 5 to June 9, 2017
*********
207 AINSLIE: Court to Take Up Exit Plan on June 15
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York will
consider approval of the Chapter 11 plan of reorganization for 207
Ainslie, LLC, at a hearing on June 15.
The hearing will be held at 4:45 p.m. (Eastern Standard Time), at
United States Bankruptcy Court, Courtroom 2529, 271-C Cadman Plaza
East, Brooklyn.
The court will also consider at the hearing the final approval of
the company's disclosure statement. Objections must be filed on or
before June 12.
The plan proposes to pay creditors from the sale of its New York
property to SNA Ainslie LLC, an affiliate of Conselyea Street Block
Association, Inc. for $8.55 million.
The sale proceeds, together with certain cash accounts totaling
approximately $695,000, will be used to fund the plan and pay all
creditors before the surplus is returned to equity holders.
The property is encumbered by a first mortgage lien in the
principal sum of $4.2 million held by CTBC Bank Corp. to be
satisfied at the closing, which must occur before June 30, the
expiration date of the purchaser's mortgage commitment.
Throughout the case, 207 Ainslie has remained current with respect
to ongoing post-petition debt service. The payment to CTBC on the
closing date will include the unpaid principal balance, interest,
fees and expenses payable under the mortgage, including an
appraisal fee of $5,000. The company is projecting a surplus of
approximately $4.24 million, according to its latest disclosure
statement filed on May 25.
Objections to the Disclosure Statement and plan confirmation must
be filed by June 12, 2017.
Ballots must be properly executed, completed, and delivered by
regular mail, delivery service, e-mail or facsimile, so as to be
received by June 12, 2017, at 5:00 p.m., prevailing Eastern Time.
The Debtor will file a ballot tabulation and certification of the
voting with the Clerk of the Court on or before June 13, 2017.
A copy of the amended disclosure statement is available for free at
https://is.gd/QqY9CR
About 207 Ainslie
207 Ainslie, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-41426) on April 1,
2016. The petition was signed by Harry Einhorn, manager. The
Debtor disclosed total assets of $14 million and total debts of
$5.07 million at the time of filing.
Judge Nancy Hershey Lord presides over the case. The Debtor is
represented by Kevin J. Nash, Esq. at Goldberg Weprin Finkel
Goldstein LLP.
On May 18, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
23 FARMS LLC: Directed to File Chapter 11 Plan By July 24
---------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida entered an Order extending the period by which
23 Farms, LLC may file a Chapter 11 Plan until July 24, 2017.
The Troubled Company Reporter had previously reported that the
Debtor asked the Court for a 60-day extension of the exclusivity
periods to file and confirm a plan of reorganization. Absent such
extension, the Debtor's exclusivity periods, as provided for under
the Bankruptcy Code, would have expired on May 22 and July 22,
2017, respectively.
The Debtor contended that its strategy for reorganization involves
restructuring its debt and making payments with farm income. The
Debtor said that it was also attempting to obtain a postpetition
loan to fund a portion of its debt.
The Debtor claimed, however, that the market price for watermelons
had not yet been established, and it would be extremely difficult
for the Debtor to prepare a disclosure statement and to propose a
plan of reorganization without more financial information regarding
the 2017 watermelon crop.
Accordingly, the Debtor asserted that the extension of the
exclusivity periods will provide it the time necessary to determine
if post-petition financing is possible, and to obtain more
meaningful financial information with which to formulate a plan and
to provide to creditors in a disclosure statement.
About 23 Farms, LLC
23 Farms, LLC, a Newberry, Florida-based company with a farming
operation, filed a chapter 11 petition (Bankr. N.D. Fla. Case No.
17-10015) on Jan. 20, 2017. The petition was signed by Joey D.
Langford, II, managing member. The case is assigned to Judge Karen
K. Specie. The Debtor is represented by Lisa Caryl Cohen, Esq., at
Ruff & Cohen, P.A. The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case of 23 Farms, LLC, as of March 3, according
to the court docket.
3073 EMMONS: Court Rules Stabilis Sale Not Subject to Stay
----------------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York denied 3073 Emmons Avenue Corp.'s
motion for (i) determining that the Debtor is not a small business
as defined in 11 U.S.C. Section 101(51D), (ii) finding that
Stabilis Master Fund III, LLC, violated the automatic stay when it
auctioned the Debtor's real property located at 3073 Emmons Avenue,
Brooklyn, New York ("Property") on March 2, 2017, and (iii)
restraining Stabilis and its agents from transferring and otherwise
conveying the Property until further order of the Court.
On March 28, 2017, Stabilis filed its opposition to the Motion.
Following a hearing on May 24, 2017, the Court held that the
Property was not subject to the automatic stay on or after the date
that the case was commenced. Accordingly, the Motion is denied.
The Debtor had previously filed a Chapter 11 petition on July 24,
2015. That case was filed as a small business debtor. The
petition was dismissed on Oct. 17, 2016. The reason for the
Debtor's filings was due to a default in its mortgage payments with
National Bank of New York City. The Debtor had been current in its
mortgage payments until Oct. 15, 2012, and then Super Storm Sandy
struck, causing devastating damage. The Debtor was closed and
unable to operate from October 2012 to May 2013 -- when it opened
for full operations.
The subject mortgage was held by National, before it was assigned
on May 7, 2014 to Stabilis. Thereafter in 2014, Stabilis commenced
a foreclosure action in the Supreme Court, Kings County styled,
Stabilis Master Fund III, LLC v. 3073 Emmons Ave. Corp. Stabilis
obtained a default judgment against the Debtor in the foreclosure
action, and subsequently obtained an order of reference and
judgment of foreclosure and sale in 2016.
On Jan. 25, 2017, the Debtor filed its second bankruptcy petition
with the Court. On March 1, 2017, the Debtor amended its
bankruptcy petition correcting an erroneous "small business debtor"
designation. On March 2, 2017, the Debtor's Property was auctioned
by Stabilis at a judicial auction held in the Supreme Court, Kings
County and a bid was accepted. Despite Stabilis and its legal
counsel being notified of the Debtor's second bankruptcy filing and
the applicability of the automatic stay, it proceeded with the
auction of the Property.
Stabilis did not file for relief from the automatic stay pursuant
to 11 U.S.C. Section 362(d), nor did it seek judicial intervention
objecting to the Debtor's status, thereby necessitating the Motion.
Stabilis alleges that the automatic stay was not in effect under
11 U.S.C. Section 362, arguing that the Debtor was a small business
case and not entitled to same.
About 3073 Emmons Avenue
3073 Emmons Avenue Corp. manages, maintains and operates an
Italian
Restaurant doing business under the name Maria's in the Sheepshead
Bay section of Brooklyn. Maria's has been family owned and
operated since 1932, although it has been reformatted over the
years as family transformed. It also owns the property that the
restaurant operates in, located at 3073 Emmons Avenue, Brooklyn,
New York.
3073 Emmons Avenue Corp. sought Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 17-40284) on Jan. 25, 2017. Judge Nancy
Hershey
Lord is assigned to the case. The petition was signed by Jeffrey
Brown, president.
The Debtor estimated assets of $0 to $50,000 and $1 million to $10
million in debt.
The Debtor tapped Daniel C Marotta, Esq., at the Gabor & Marotta,
LLC, as counsel.
779 STRADELLA: Proposes $7.78M Private Sale of L.A. Property
------------------------------------------------------------
779 Stradella, LLC, asks the U.S. Bankruptcy Court for the Central
District of California to authorize the private sale of its
interests in the real property located at 779 Stradella Road, Los
Angeles, California, consisting of a single family residence and
improvements, including any and all improvements thereto, to DCM
P-9, LLC for $7,777,541.
A hearing on the Motion is set for June 21, 2017 at 10:00 a.m.
Objections, if any, must be filed not later than the date
designated for hearing on the Motion.
The Debtor explains that time is of the essence as the loan to the
Debtor's prepetition lender, Genesis Capital Master Fund II, LLC
has matured and is in default. After negotiations with Genesis,
DCM P-9 executed a letter of intent on May 9, 2017 to purchase the
Stradella Property. The proceeds from the proposed purchase will
result in the payment of all non-insider secured claims (Genesis
and the Los Angeles County Treasurer), with Mr. Paul Manafort
waiving his secured claim if the sale to DCM P-9 closes. Mr.
Manafort also has a beneficial interest in the Purchaser.
DCM P-9 will provide a non-recourse loan to the Debtor for
sufficient funds to pay all allowed or stipulated unsecured and
administrative claims. The sale of the Stradella Property to DCM
P-9 is contingent on the Court approving the sale to another
related entity, DCM P-8, of the Mt. Yohai Property in the Mt. Yohai
Bankruptcy Case. Concurrently filed with the Motion and calendared
for the same hearing date and time, a similar sale motion is being
filed in relation to the Mt. Yohai Property in the Mt. Yohai
Bankruptcy Case.
As agreed to by Genesis, if the sales of the Stradella Property and
the Mt. Yohai Property are approved by the Court, then DCM P-9 and
DCM P-8 will have until on Aug. 21, 2017 to close such sales.
Genesis will be paid interest at 12% per annum commencing three
days after an order is entered approving the Motion, with the first
payment due in advance 10 days after an order is entered approving
the Motion and any subsequent interest payment due 30 days after
the first payment.
The purchase price of the sale of the Stradella Property is payable
pursuant to the terms and conditions of the Purchase and Sale
Agreement and Escrow Instructions dated as of June 5, 2017.
The salient terms of the Agreement are:
a. Purchase Price: Amount required to pay all existing liens:
i $7,302,103 to Genesis as of May 14, 2017, with daily
interest accruing at 12% per annum from May 14, 2017 through the
date DCM P-9 closes on the sale of the Stradella Property, which
must occur prior to Aug. 21, 2017. Genesis has agreed to a budget
of $10,000 for attorneys' fees and costs from May 14, 2017 in
exchange for Debtor not challenging the attorneys' fees and costs
set forth in Genesis' May 14, 2017 payoff demand. DCM P-9 believes
no further costs or late charges will be included in the payoff
amount if the sale to DCM P-9 closes on Aug. 21, 2017.
ii. $18,517 to Los Angeles County Treasurer pursuant to Proof
of Claim No. 1 filed on Jan. 11, 2017.
b. No Overbid: The Sale is a private sale and is not subject to
overbid.
c. Commission: No commission is owed, as no broker has been
involved in this transaction.
d. Representation & Warranties: The Stradella Property will be
sold on an "as is, where is" basis and without representations or
warranties of any kind, nature or description by the Debtor, except
to the extent expressly set forth in the Purchase Agreement.
e. Treatment of Liens: The Property will be sold, subject to
approval by Order of the Court entered after the approval of the
sale by the Court, free and clear of all liens and claims.
f. Personal Property: The Purchase Agreement includes a sale of
all of the estate's interest in any fixtures, equipment and
personal property of any type located at the Stradella Property.
g. Title: Title to the Stradella Property will be delivered free
and clear of all existing mortgages and other liens.
h. Closing Date and Effect of Not Closing: DCM P-9 must close
the purchase of the Stradella Property no later than Aug. 21, 2017.
If DCM P-9 does not close timely, then Debtor will immediately
file and seek prompt approval of a stipulation – in a form agreed
to by Genesis - for the dismissal the Debtor's bankruptcy case.
i. Payment to Genesis Upon Court Approval of Sale: Within three
business day of entry of an Order approving the Stradella Property
sale to DCM P-9, DCM P-9 will commence monthly adequate protection
payments to Genesis at the rate of 12% per annum on Genesis'
outstanding pre-petition claim until closing. If DCM P-9 closes on
the Stradella Property sale on Aug. 21, 2017, the Debtor's case
will remain open in order to pay all other allowed or stipulated
claims related thereto. Concurrently with the Motion, DCM P-9 will
also ask authority to provide a non-recourse loan to the Debtor to
pay all creditors therein.
j. Conditions to Closing: Closing of the Stradella Property sale
will be subject to customary conditions, including the following:
(i) Court approval of the Stradella Property sale; (ii) after the
close of the Stradella Property sale, dismissal of the Debtor's
case affecting the Stradella Property, or exclusion of the
Stradella Property from the bankruptcy case; and (iii) no material
change to the Stradella Property will have occurred prior to the
closing of the Stradella Property sale without the prior written
consent of DCM P-9.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/779_Stradella_76_Sales.pdf
After taking into account closing costs, it is estimated the estate
will be paid sufficient funds to pay off all secured claims against
the Stradella Property (other than the liens held by insider Mr.
Manafort, who will be waiving his claim if the sale closes), as
well as all allowed or stipulated unsecured, priority and
administrative claims against the Debtor's estate. In the event
the proceeds from the sale are insufficient to pay all other
allowed or stipulated claims against the Debtor, the Debtor
proposes to incur an unsecured, nonrecourse loan from DCM P-9 to
pay such allowed or stipulated claims. Because the Debtor is a
limited liability company, there are no adverse tax consequences to
the estate arising from the Sale. Accordingly, the Debtor asks the
Court to approve the relief sought.
The Debtor asks the Court to waive the 14-day stay as set forth in
Bankruptcy Rule 6004(h) as the Buyer desires to move forward as
soon as possible to close the Stradella Property sale on Aug. 21,
2017, as interest at 12% per annum will continue to accrue until
closing.
The Purchaser can be reached at:
DCM P-9, LLC
1900 Main St., Suite 640
Irvine, CA 92614
Facsimile: (949) 234-6254
The Purchaser is represented by:
Matthew C. Browndorf, Esq.
WILSON KEADJIAN BROWNDORF, LLP
1900 Main St., Suite 600
Irvine, CA 92614
Facsimile: (949) 234-6254
About 779 Stradella, LLC
779 Stradella, LLC, a Delaware Limited Liability Company, of
Newport Beach, CA, filed a Chapter 11 petition (Bankr. C. D. Cal.
Case No. 16-15156) on Dec. 21, 2016. The petition was signed by
Jeffrey Yohai, managing member of Baylor Holding, LLC. The Debtor
disclosed $1 million to $10 million in assets and liabilities at
the time of the filing. The Hon. Catherine E. Bauer is the case
judge. The Debtor is represented by Marc C Forsythe, Esq. of Goe &
Forsythe, LLP.
A-OK ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
A-OK Enterprises, LLC 17-11096
1223 North Rock Road
Bldg G Suite 300
Wichita, KS 67206
A-OK, Inc. 17-11097
1223 N. Rock Road
Building G, Suite 300
Wichita, KS 67206
A-OK 1, LLC 17-11098
A-OK 2, LLC 17-11099
A-OK 3, LLC 17-11100
About the Debtor: A-OK Enterprises and its affiliates are in the
business of pawn shops, payday lending and rent-
to-own facilities at four Wichita locations.
A-OK Enterprises posted gross revenue of $5.46
million in 2016 and $6.68 million in 2015.
Chapter 11 Petition Date: June 9, 2017
Court: United States Bankruptcy Court
District of Kansas (Wichita)
Judge: Hon. Dale L. Somers
Debtors' Counsel: Edward J. Nazar, Esq.
HINKLE LAW FIRM, L.L.C.
1617 North Waterfront Parkway, Suite 400
Wichita, KS 67206-6639
Tel: 316.267.2000
Fax: 316.264.1518
E-mail: ebn1@hinklaw.com
Total Total
Assets Liabilities
--------- -----------
A-OK Enterprises $6,510,000 $11,030,000
A-OK, Inc. $3,090,000 $4,010,000
The petitions were signed by Bruce R. Harris, president.
A-OK Enterprises' list of 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ksb17-11096.pdf
A.H. COOMBS: Lender to Sell Fixtures & Equipment on June 19
-----------------------------------------------------------
GVS Holdings, LLC, will offer for sale at public auction all of
A.H. Coombs, LLC, and CHC Development Co., Inc.'s fixtures,
equipment, machinery and articles of personal property used in
connection with the use, occupation, construction, reconstruction
and repair of the real property located at approximately 1871 West
Canyon View Drive, St. George, Utah 84770 to the highest qualified
bidder in public on Monday, June 19, 2017, at 2:00 p.m.
The auction will take place at the offices of Durham Jones &
Pinegar, P.C., counsel for GVS Holdings.
GVS Holdings is the secured party under a Security Agreement dated
as of October 27, 2006, made by A.H. Coombs, LLC, a Utah limited
liability company, and CHC Development Co., Inc., a Utah limited
liability company -- Debtors -- in favor of Northwest Savings Bank,
predecessor in interest to GVS Holdings, a Utah limited liability
company, securing the Debtor's obligations. GVS served as cash
collateral lender during CHC's and AH Coombs' Chapter 11 bankruptcy
proceedings.
Interested buyers can obtain copies of a list of the Collateral to
be sold or schedule an appointment to inspect the Collateral by
contacting:
Ian Davis, Esq.
Durham Jones & Pinegar
192 East 200 North, 3rd Floor
St. George, Utah 84770
Tel: 801 415-3000
The Secured Party reserves all of its rights and remedies, of any
and every type or nature whatsoever, against the Debtors and all
other persons and entities for any and all deficiencies under any
obligations remaining due to the Secured Party after the sale. The
public sale referenced herein is not intended to be, nor shall it
be deemed to be, a "strict foreclosure" or "acceptance of
collateral in full or partial satisfaction of obligation" as set
forth in the UCC Section 9-620. The Debtor is entitled to an
accounting of the unpaid indebtedness secured by the Collateral.
The Debtors may request an accounting by calling Ian Davis at
801-415-3000.
Bidders must tender to Durham Jones & Pinegar, P.C., as counsel for
Secured Party who will conduct the sale, a $3,000.00 deposit at the
sale and the balance of the purchase price by 5:00 p.m. MST the day
following the sale, unless such period is extended by the Secured
Party, time being of the essence. The deposit must be in the form
of a cashier's check or bank official check payable to Durham Jones
& Pinegar, P.C.
The balance must be in the form of a wire transfer, cashier's
check, or bank official check payable to Durham Jones & Pinegar,
P.C.
Cash payments are not accepted.
The purchase price shall be paid by cashier's or certified check,
wire transfer, or such other form as Secured Party may determine
acceptable, in its sole discretion. If payment of the balance of
the purchase price does not take place when required hereunder, in
addition to any other legal or equitable remedies available to it,
the Secured Party may resell the Collateral at the risk and cost of
the defaulting purchaser. In such event, the defaulting purchaser
shall be liable for the payment of any deficiency in the purchase
price, all costs and expenses of both sales, attorney's fees and
all other charges incurred by Secured Party.
Additional terms may be announced at the time of sale. The
Collateral is being sold and conveyed subject to all matters known
or unknown, in "AS IS, WHERE IS" condition. Neither the Secured
Party nor any other party makes any warranty or representation,
either expressed or implied, of any kind or nature regarding the
Collateral.
There is no warranty relating to title, possession, quiet
enjoyment, or the like in this disposition. If the Secured Party is
unable to convey the Collateral for any reason, the sole remedy of
the purchaser, at law or in equity, shall be limited to the refund
of the amount paid for the Collateral. Upon refund of the amount
paid to the purchaser, the sale shall be void and of no effect, and
the purchaser shall have no further claims against the Secured
Party. The conveyance of the Collateral by the Secured Party to the
purchaser shall be without covenant or warranty of any kind
whatsoever.
As reported by the Troubled Company Reporter, A.H. Coombs in
December 2016 delivered to the Bankruptcy Court a Chapter 11 plan
proposing that A.H. Coombs and CHC intend to cure any deficiencies
on the GVS Claims and reinstate the maturity thereof.
According to the Plan, A.H. Coombs and CHC are jointly and
severally liable to GVS under a Loan Workout Agreement dated as of
October 1, 2013 by and between GVS and A.H. Coombs and the other
parties thereto, and all amendments or supplements thereto. As of
A.H. Coombs' and CHC's bankruptcy filing date, the "Contingency
Note Payoff Amount," as defined in the Loan Workout Agreement, is
approximately $4.9 million.
In the event that A.H. Coombs' Plan is not confirmed, A.H. Coombs
said it may not have the option to pay the Contingency Note Payoff
Amount -- and, in any event, will not have the financing provided
in the Plan -- and the amount due under the Loan Workout Agreement
could revert to the amount due under the original Loan Documents,
as defined in the Loan Workout Agreement, which could be as much as
$10,390,692.16.
A.H. Coombs' Plan was not confirmed.
Both A.H. Coombs' and CHC's cases were dismissed pursuant to an
order dated Jan. 19, 2017. The cases were administratively closed
Feb. 10, 2017.
About CHC Development and A.H. Coombs
CHC Development Co., Inc., was incorporated in 1976 to develop and
operate a business as the Green Valley Spa Resort. A.H. Coombs,
LLC, was created about the same time to own and hold the real
property where CHC would operate the Spa Resort.
CHC Development Co. and A.H. Coombs, LLC, filed separate Chapter 11
bankruptcy petitions (Bankr. D. Utah. Case Nos. 16-25558 and
16-25559, respectively) on June 25, 2016. The petitions were
signed by Alan H. Coombs, president. The cases were not jointly
administered.
CHC estimated assets at $0 to $50,000 and liabilities at $100,001
to $500,000 at the time of the filing. A.H. Coombs estimated
assets and debt at $0 to $50,000 at the time of the filing.
At the time of the filing, the Debtors were represented by Geoffrey
L. Chesnut, Esq., at Red Rock Legal Services, P.L.L.C. In December
2016, the Debtors retained Cohne Kinghorn, P.C. as counsel.
CHC Development also hired Rocky Mountain Advisory, LLC to provide
bankruptcy management services. Gil Miller, senior managing member
of RMA, acted as chief restructuring officer. The Debtors also
hired Hans A. Hafen and the firm of Adams, Hafen & Co. as
accountants.
ACME AMERICAN: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Acme American Environmental Co., Inc.
117-10 93rd Avenue
Jamaica, NY 11433
Business Description: Acme Environmental cleans commercial
kitchen equipment. Affiliate Acme
Refrigeration installs refrigerators.
Affiliate Acme Repairs maintains and repairs
commercial kitchen equipment.
Chapter 11 Petition Date: June 8, 2017
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Acme American Environmental Co., Inc. 17-42977
Acme American Repairs, Inc. 17-42978
Acme American Refrigeration, Inc. 17-42980
Commercial Kitchen Designs, Inc. 17-42981
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Nancy Hershey Lord (17-42977)
Hon. Elizabeth S. Stong (17-42978 and -17-42981)
Hon. Carla E. Craig (17-42980)
Debtors' Counsel: Bruce Weiner, Esq.
ROSENBERG, MUSSO & WEINER LLP
26 Court Street, Suite 2211
Brooklyn, NY 11242
Tel: (718) 855-6840
Fax: 718-625-1966
E-mail: courts@nybankruptcy.net
Total Total
Assets Liabilities
--------- -----------
Acme American Environmental $334,880 $175,940
Acme American Repairs $928,768 $2,300,000
Acme American Refrigeration $564,227 $307,353
Commercial Kitchen $160,748 $1,370,000
The petitions were signed by Birinder Madan, president.
Acme American Environmental's list of 15 unsecured creditors is
available for free at:
http://bankrupt.com/misc/nyeb17-42977.pdf
Acme American Repairs' list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nyeb17-42978.pdf
Acme American Refrigeration's list of 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/nyeb17-42980.pdf
Commercial Kitchen's list of 20 largest unsecured creditors is
available for free at
http://bankrupt.com/misc/nyeb17-42981.pdf
ACOSTA INC: Bank Debt Trades at 7% Off
--------------------------------------
Participations in a syndicated loan under Acosta Inc. is a borrower
traded in the secondary market at 93.04 cents-on-the-dollar during
the week ended Friday, June 2, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents an increase of
0.13 percentage points from the previous week. Acosta Inc pays 325
basis points above LIBOR to borrow under the $2.06 billion
facility. The bank loan matures on Sept. 26, 2021 and carries
Moody's B2 rating and Standard & Poor's B rating. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended June 2.
ADAMS RESOURCES: Taps Locke Lord as Special Counsel
---------------------------------------------------
Adams Resources Exploration Corp. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Locke Lord
LLP as special counsel.
The firm will continue to represent the Debtor in lawsuits related
to the 2012 collapse of an underground solution mining cavern
operated by Texas Brine Co. in Napoleonville, Louisiana.
The hourly rates charged by the firm range from $525 to $835 for
partners, $325 to $355 for associates and counsel, and $165 to $245
for paralegals and legal research assistants.
The Locke Lord professionals expected to have primary
responsibility for representing the Debtor are:
Jason Cerise $525
Bradley Knapp $555
Peyton Lambert $350
Natalie White $325
Ashley Lohr $185
Kelly Millet $165
Jason Cerise, Esq., a partner at Locke Lord, disclosed in a court
filing that his firm does not hold or represent any interest
adverse to the Debtor.
The firm can be reached through:
Jason M. Cerise, Esq.
Locke Lord LLP
601 Poydras Street, Suite 2660
New Orleans, LA 70130
Phone: 504-558-5100
Fax: 504-558-5200
About Adams Resources
Houston, Texas-based Adams Resources Exploration Corporation --
http://www.adamsexploration.com-- is engaged in the development of
the Haynesville Shale in East Texas and now own interest in a large
number of producing dry gas wells. It also has interest in 405
wells and 131,236 gross developed acres in seven states.
Adams Resources filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 17-10866) on April 21, 2017, estimating assets
between $1 million and $10 million and debt between $50 million
and $100 million. The petition was signed by John Riney,
president.
Judge Kevin Gross presides over the case. William A. Hazeltine,
Esq., and D. Sullivan, Esq., at Sullivan Hazeltine Allinson LLC,
serve as the Debtor's bankruptcy counsel. The Debtor hired
Gavin/Solmonese, LLC as chief restructuring officer.
No committee of unsecured creditors has been appointed.
AF&L INC: A.M. Best Withdraws 'D' Financial Strength Rating
-----------------------------------------------------------
A.M. Best has withdrawn the Financial Strength Rating of D (Poor)
and the Long-Term Issuer Credit Rating of "c" of the subsidiaries
of AF&L, Inc.: AF&L Insurance Company and Senior American Insurance
Company (collectively referred to as AF&L Group) (Warminster, PA).
The Credit Ratings (ratings) withdrawal reflects the fact that the
timing and amount of information being provided to A.M. Best is
insufficient to support an ongoing credit opinion of the company
consistent with A.M. Best's rating criteria.
While A.M. Best's policy dictates that a final rating update be
done in conjunction with a rating withdrawal, a final rating update
was unable to be completed due to the absence of sufficient
financial and other information necessary to support the formation
of a current credit opinion.
AIRPLANES LTD: Can't Hoard Cash Based Imagined Risk, Judge Says
---------------------------------------------------------------
Jack Newsham, writing for Bankruptcy Law360, reports that District
Judge Paul Engelmayer said that Airplanes Ltd. of Jersey and
Airplanes U.S. Trust of Delaware -- known together as Airplanes
Group -- had no right to hoard the cash based on an "imagined"
Brazilian legal risk and other "vague and conclusory" obligations.
Law360 relates that Airplanes socked away $190 million it was
supposed to return to its lenders.
UMB Bank NA sued Airplanes in 2016 for defaulting on notes the Bank
oversaw, Law360 recalls. The report says that Airplanes, citing a
Brazilian airline's bankruptcy, suspended payments on certain bonds
in 2010 to divert funds into a reserve that eventually hit more
than $190 million, which was more than the company estimated it
might have to pay. According to the report, the Bank claimed that
Airplanes' actions weren't authorized, and it sued for an order
that would allow the Bank to pay the noteholders immediately. The
report states that Airplanes shot back that the Bank was blocking
it from paying legitimate expenses.
Citing Judge Engelmayer, Law360 shares that over the course of the
litigation, the group sold off the last of its airplanes,
reclassified the reserve fund, and admitted that it would only need
perhaps $46 million, $27 million of which it barely started to
explain the need for. Law360 states that Airplanes was ordered by
a Brazilian judge to pay Transbrasil as much as $139 million, a
decision that was overturned in 2013 but is currently on appeal to
Brazil's Supreme Court. Judge Engelmayer, according to the report,
said that Airplanes in April 2017 offered to slash the set-aside to
$46 million, but it offered no "coherent explanation" for why it
needed even that much, as only $9 million was earmarked for the
Brazilian case and only $10 million could be set aside for
unanticipated expenses.
Law360 quoted Judge Engelmayer as saying, "The court is mindful
that Airplanes no longer has any airplanes, and that its writ of
work has narrowed markedly. UMB is therefore rightly concerned
about the potential for excessive and unreasonable payments to
Airplanes's directors, trustees, and counsel [that] would unfairly
deprive noteholders of money due to them."
According to Law360, Judge Engelmayer declared that Airplanes had
erred, but he refused to issue a final judgment. He rejected
Airplanes' request for an injunction requiring its expenses to be
paid, saying he was confident the parties could work everything out
between themselves and he gave them four weeks to file an update,
Law360 states.
Airplanes Limited, a limited liability company formed under the
laws of Jersey, Channel Islands and Airplanes U.S. Trust, a
Delaware business trust -- known together as the Airplanes Group
(APG) -- were established in 1995 as special purpose vehicles in
connection with a securitization of aircraft and related assets.
Although APG -- http://www.airplanes-group.com/-- was in the
business, through its subsidiaries, of acquiring, owning, leasing,
and selling aircraft, at present APG owns no aircraft, either
directly or indirectly, having sold the last of the aircraft in May
2016.
ALBANY MOLECULAR: S&P Puts 'B' CCR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed its ratings on Albany Molecular Research
Inc., including the 'B' corporate credit, on CreditWatch with
negative implications.
Pharmaceutical contract research and manufacturing organization
Albany Molecular is being acquired by financial sponsors The
Carlyle Group and GTCR LLC for $934 million. "The transaction may
potentially lead to higher leverage at Albany Molecular, which we
already consider to be highly leveraged, with net leverage
estimated at nearly 8x," said S&P Global Ratings credit analyst
Matthew Todd. Cash flow measures, with FFO to total adjusted debt
in the mid-single-digits, may also further weaken.
S&P believes Albany Molecular will continue to remain aggressive on
the acquisition front, potentially keeping leverage high as it
seeks to reach its stated $1 billion revenue goal by 2018. In the
meantime, the company has continued to perform, given increasing
demand by pharmaceutical companies for outsourced contract research
and manufacturing services and Albany Molecular's very focused
active pharmaceutical ingredient (API) segment of drug
manufacturing, generating the majority of revenue from that
business. The company enjoys meaningful barriers to entry from the
regulation of API manufacturing facilities and the company's
expertise on complex molecules, but this advantage is partially
offset by its negotiation handicap due its relatively small size
compared with its largest customers.
S&P will resolve the CreditWatch placement when the announced
acquisition is closed, the capital structure is finalized, and
Albany Molecular's growth strategy and acquisition appetite is
updated under its new owners. Should the company's new capital
structure not support the generation of consistent positive free
cash flows, S&P may lower the rating on Albany Molecular by one
notch, to 'B-' from 'B'. Should the transaction not go through,
S&P may still downgrade Albany Molecular as a result of the
significant debt maturities upcoming in 2018.
AMERICA GREENER: Taps Canterbury Law as Counsel
-----------------------------------------------
America Greener Technologies, Inc. and its two debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the District
of Arizona to employ the Canterbury Law Group, LLP as counsel.
The Debtors require Canterbury Law to:
(a) advise the Debtors regarding their powers and duties as
debtor-in-possession in the continued management and
operation of its business;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(c) take necessary action to protect and preserve the Debtors'
estate, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors
and representing the Debtors' interests in negotiations
concerning litigation in which the Debtors are involved,
including, but not limited to, objections to claims filed
against the estates;
(d) prepare, on the Debtors' behalf, motions, applications,
adversary proceedings, answers, orders, reports and papers
necessary to the administration of the estates;
(e) advise the Debtors in connection with any sale and/or any
alternative restructuring transaction;
(f) appear before this Court and any appellate courts and
protect the interests of the Debtors' estate before this or
any Court;
(g) negotiate, solicit, and obtain court approval on the
Debtors' behalf plan of reorganization, disclosure
statement, and all related agreements and/or documents, and
take any necessary action on behalf of the Debtors to
obtain
confirmation of such plan;
(h) appear before this Court and the United States Trustee, and
protect the interests of the Debtors' estate;
(i) perform other necessary legal services and provide other
necessary legal advice to the Debtors in connection with
these Chapter 11 cases.
Canterbury Law will be paid at these hourly rates:
Jonathan P. Ibsen $400
Nichol Fitzpatrick $195
Canterbury Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Prior to the bankruptcy filing, an aggregate of $30,000 was paid as
a retainer to Canterbury Law for all three entities from non-debtor
funds provided by the Debtors' sole director.
The balance of the retainer of $5,000 will be held and applied to
post-petition fees and expenses of the Canterbury Law as allowed by
the Bankruptcy Court.
Jonathan P. Ibsen, partner of Canterbury Law, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estate.
The law firm can be reached at:
Jonathan P. Ibsen, Esq.
Craig P. Cherney, Esq.
CANTERBURY LAW GROUP, LLP
14300 N. Northsight Blvd. Ste 129
Scottsdale, AZ 85260
Tel: (480) 240-0040
Fax: (480) 656-5966
E-mail: JIbsen@clgaz.com
About America Greener Technologies
America Greener Technologies, Inc. --
http://www.americagreener.com/-- supplies and installs Polarchem
non-toxic, a biodegradable system for online cleaning of boiler
tube and heat transfer surfaces. It also provides Polarchem G3
chemical composition products for use in natural gas boilers and
low sulfur combustion applications that experience soot fouling.
America Greener Technologies, Inc., based in Mesa, Ariz., filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 17-04140) on April
18, 2017. The Hon. Paul Sala presides over the case. Jonathan P.
Ibsen, Esq., at Canterbury Law Group, LLP., serves as bankruptcy
counsel.
America Greener Technologies Corporation and AGT Soft Wave Inc.,
wholly owned subsidiaries of the Company, also filed voluntary
Chapter 11 petitions on the same day. All three cases are jointly
administered.
In its petition, America Greener Technologies, Inc., estimated $0
to $50,000 in assets and $1 million to $10 million in liabilities.
AGT Soft Wave also listed under $1 million in both assets and
liabilities.
The petitions were signed by Russ Corrigan, president and CEO.
A list of America Greener Technologies Inc.'s list of 20 largest
unsecured creditors is available for free at
http://bankrupt.com/misc/azb17-04140.pdf
AMERIFLEX ENGINEERING: Taps Owen Bird as Special Counsel
--------------------------------------------------------
Ameriflex Engineering LLC seeks approval from the U.S. Bankruptcy
Court for the District of Oregon to hire Owen Bird Law Corporation
as special counsel.
The firm will represent the Debtor in a civil suit filed by Jeffrey
Dewhurst in the Supreme Court of British Columbia, Canada.
The hourly rates charged by the firm are:
Paul Brackstone Lawyer CAD$370
Zachary Ansley Lawyer CAD$290
Dora Shaul Legal Assistant CAD$115
Owen Bird received a retainer from the Debtor in the amount of
US$5,000.
Paul Brackstone, Esq., at Owen Bird, disclosed in a court filing
that his firm does not hold any interest adverse to the Debtor's
bankruptcy estate, creditors or equity security holders.
The firm can be reached through:
Paul Brackstone, Esq.
Owen Bird Law Corporation
Three Bentall Centre, 29th Floor
595 Burrard Street
P.O. Box 49130
Vancouver, British Columbia
Canada, V7X 1J5
Phone: 604-688-0401 / 604-691-7554
Fax: 604-688-2827 / 604-632-4437
Email: pbrackstone@owenbird.com
About Ameriflex Engineering
Ameriflex Engineering LLC -- http://rhboats.com/and
http://fishrite-boats.com/-- is engaged in the design, development
and manufacturing of boats. The Company was created in 2008 with
the acquisition of the assets of then struggling River Hawk Boats,
Inc. Cajon, Inc. and Pacific Diamond & Precious Metals each own
50% membership interest in the Debtor.
The Debtor filed a Chapter 11 petition (Bankr. D. Or. Case No.
17-60837), on March 22, 2017. The petition was signed by Pacific
Diamond & Precious Metals, Inc., member. At the time of filing,
the Debtor estimated assets and liabilities between $1 million and
$10 million.
The case is assigned to Judge Thomas M. Renn. The Debtor hired
Tara J. Schleicher, Esq., at Farleigh Wada Witt, as bankruptcy
counsel; Ball Janik LLP as special counsel; and Cramer & Associates
as accountant.
No trustee, examiner or committee has been appointed.
AQUION ENERGY: June 20 Bluesky-Led Auction for Battery Tech Assets
------------------------------------------------------------------
Aquion Energy, Inc., is selling its manufacturing operations, and
substantially all of their other business assets and property
associated with its battery technology to Bluesky Energy US, Inc.,
for $2,800,000, in addition to the assumption of certain
liabilities and subject to certain adjustments, absent higher and
better offers.
On May 24, 2017, the Debtor filed a motion to set bid and auction
procedures in connection with the sale of its assets. On June 6,
2017, the Court entered an order granting the Motion in part and
approving the bid procedures to be used in connection with the
auction.
The Assets are being sold free and clear of all liens, claims,
encumbrances and interests. The Debtor has identified the Buyer as
the "stalking horse" bidder for the Assets.
The salient terms of the Bid Procedures are:
a. Purchased Assets: The Debtor is offering for sale the Assets,
which generally consist of the manufacturing operations,
substantially all of the Debtor's other business assets and
property associated with its battery technology.
b. Bid Deadline: June 16, 2017 by noon (PET)
c. The Stalking Horse Purchaser is a Qualified Bidder.
d. Good Faith Deposit: Not less than 10% of the Bidder's offer
e. Minimum Bid: Not less than $3,026,000
f. Initial Overbid: $100,000
g. Breakup Fee: $126,000
h. Auction: The Auction commences at 10:00 a.m. (PET) on June
20, 2017 at the offices of Pachulski Stang Ziehl & Jones LLP, 919
N. Market St., 17th Floor, Wilmington, Delaware.
i. Bid Increments: $50,000
j. The sale of the Assets will be on an "as is, where is" basis
and without representations or warranties of any kind, nature; and
free and clear of any liens, claims, and encumbrances.
k. Sale Hearing: The Debtor has requested that the Sale Hearing
occurs on June 21, 2017 at 2:00 (PET).
l. Sale Objection Deadline: June 16, 2017, by 4:00 p.m. (PET)
m. Closing: The closing will take place in accordance with terms
of the Purchase Agreement or the asset purchase agreement of the
Successful Bidder, approved by the Court at the Sale Hearing.
A copy of the Bidding Procedures is available for free at:
http://bankrupt.com/misc/Aquion_Energy_213_Sales.pdf
About Aquion Energy
Pittsburgh, Pa.-based Aquion Energy Inc. manufactures saltwater
Batteries with a proprietary, environmentally-friendly
electrochemical design. Aquion was founded in 2008 and had its
first commercial product launch in 2014. Designed for stationary
energy storage in pristine environments, island locations, homes,
and businesses, its batteries have been Cradle to Cradle
Certified,
an environmental sustainability certification that has never
previously been given to a battery producer.
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.
ARGO COMPANY: Court OKs Disclosures, Confirms Amended Ch. 11 Plan
-----------------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho has conditionally approved Argo Company, Inc.'s
amended disclosure statement and confirmed the Debtor's amended
Chapter 11 small business plan of reorganization.
As reported by the Troubled Company Reporter on April 27, 2017, the
Court conditionally approved the Debtor's Amended Disclosure
Statement dated April 13, 2017, referring to the Debtor's Amended
Chapter 11 Small Business Plan of Reorganization, dated April 13,
2017.
Any written objections to confirmation of the Plan which have been
filed with the Court have been resolved and withdrawn, or
overruled.
Each class of holders of claims or interests has accepted the
Debtor's Plan and will receive or retain property which, as of the
effective date of the Plan, has a value that is not less than the
amount the holder would receive or retain if the Debtor's estate
were liquidated under Chapter 7.
All payments made or promised to be made by the Debtor, or by any
person, for services or costs and expenses in, or in connection
with, the Plan and incident to this case have been fully disclosed
to the Court and are reasonable; or, if to be fixed after
confirmation of the Debtor's Plan, will be subject to approval of
the Court.
No insiders will be employed or retained by the Debtor, except
Brent Trappen and Cindy Trappen.
About Argo Company, Inc.
Argo Company, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D. Idaho Case No. 16-40705) on July 29, 2016. Brent T. Robinson,
Esq., at Robinson & Tribe as bankruptcy counsel.
ATOPTECH INC: Exclusive Plan Filing Deadline Moved to Sept. 11
--------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of AtopTech Inc.,
the exclusive period to file a Chapter 11 plan through Sept. 11,
2017, and solicit votes thereon through Nov. 9, 2017.
As reported by the Troubled Company Reporter on May 11, 2017, the
Debtor said it is crucial for the Court to grant the requested
extensions of the Exclusivity Periods so as to prevent the filing
of a Chapter 11 plan by a party other than the Debtor while the
Debtor's time and efforts are focused on accomplishing the sale of
the Debtor's assets and assessing means for disposing of or
liquidating any remaining assets. The Debtor filed under
certification of counsel amended bidding procedures, an amended
proposed order approving the bidding procedures and related forms
of notice, and an amended asset purchase agreement, which
identified a new stalking horse bidder, Avatar Integrated Systems,
Inc. The Debtor also is seeking approval of debtor-in-possession
financing in the amount of up to $6 million to be provided by
Avatar, upon the Court's approval of a sale of the Debtor's assets
to Avatar.
About ATopTech, Inc.
ATopTech, Inc. -- http://www.atoptech.com/-- is in the business of
IC physical design. ATopTech maintains a strong IP portfolio that
includes seven U.S. patents. It operates out of Santa Clara,
California, where its headquarter office is located. It also
operates a branch comprised of two offices, located in Taiwan,
which handle sales, customer support, research, and software
development. In addition, it is the 100% owner of four
subsidiaries: ATopTech Co., Ltd., in Japan, ATopTech Korea Ltd. in
South Korea, ATopTech Design Automation Pvt. Ltd. in India and
ATopTech Design Solutions Israel Ltd. in Israel.
ATopTech, Inc., sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-10111) on Jan. 13, 2017. Claudia Chen, vice president,
finance, signed the petition. The Debtor estimated assets and
liabilities of $10 million to $50 million. Judge Mary F. Walrath
is the case judge.
ATopTech has employed Dorsey & Whitney as bankruptcy counsel, and
Cowen and Company as its investment banker. Wilson Sonsini
Goodrich & Rosati, Professional Corporation, serves as corporate
and transactional counsel to ATopTech. Grant Thornton serves as
tax counsel; and Arnold & Porter serves as litigation counsel.
Epiq Bankruptcy serves as claims and notice agent.
AURORA DIAGNOSTICS: S&P Lowers Then Withdraws CCR to 'SD'
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Aurora
Diagnostic Holdings LLC to 'SD' (selective default) from 'CC'.
S&P also lowered its issue-level rating on the company's senior
unsecured notes to 'D' from 'CC'. The recovery rating on the notes
remains '6', indicating S&P's expectation for negligible recovery
(0%-10%; rounded estimate: 0%) in the event of a payment default.
The rating on operating subsidiary Aurora Diagnostic LLC's senior
secured credit facility remains 'CCC+', with a '2' recovery
rating.
S&P subsequently withdrew all of its ratings on Aurora and its
subsidiary at the company's request.
The downgrade follows Aurora's announcement that it has completed
an exchange offer with 99% of the holders of its $200 million
10.75% senior unsecured notes due 2018. The old notes will be
exchanged for a combination of new 12.250% increasing rate senior
notes due 2020 (consisting of 10.75% cash interest and 1.50%
payment in kind interest) and warrants to purchase up to 15% of the
company's equity interests. The purpose of the exchange was to
avoid a springing maturity (October 2017) on its term loan, which
requires the bonds to be refinanced or extended by this time.
"We consider the offer distressed rather than opportunistic, given
the continued difficult operating environment and the company's
meaningful upcoming debt maturities," said S&P Global Ratings
credit analyst Shannan Murphy.
S&P is subsequently withdrawing all of its ratings on Aurora at the
company's request.
AUTHENTIDATE HOLDING: CEO's Annual Base Salary Hiked to $360,000
----------------------------------------------------------------
Authentidate Holding Corp.'s Management Resources and Compensation
Committee approved an increase in Mr. Hanif A. Roshan's base salary
to $360,000 per annum. This salary increase will be effective as
of Jan. 1, 2017, as disclosed in a Form 8-K report filed with the
Securities and Exchange Commission. The Committee also approved
the grant of 102,857 restricted stock units to Mr. Roshan. Mr.
Roshan is the Company's chairman, chief executive officer and
interim principal accounting officer.
In addition, the Committee approved the grant of an aggregate of
308,571 restricted stock units to certain other non-executive
employees of the Company.
All of the restricted stock units were granted under the Company's
2011 Omnibus Equity Incentive Plan, as amended, and will vest on
the two-year anniversary of the grant date. The Committee
determined that it was appropriate to grant the restricted stock
units as partial payment of accrued and unpaid amounts owed to such
persons. The Company did not receive any cash proceeds from the
issuance of these securities.
Further, on June 2, 2017, the Committee granted options to purchase
an aggregate of 100,000 shares of common stock under the Company's
2011 Plan to certain non-executive employees and other eligible
service providers. Each such option is exercisable at a price of
$1.75 per share, have a term of ten years from the grant date and
will vest and be exercisable in full on the second anniversary of
the grant date.
About Authentidate
Authentidate Holding Corp. and its subsidiaries primarily provide
an array of clinical testing services to health care professionals
through its wholly owned subsidiary, Peachstate Health Management,
LLC d/b/a AEON Clinical Laboratories. AHC also continues to
provide its legacy secure web-based revenue cycle management
applications and telehealth products and services that enable
healthcare organizations to increase revenues, improve
productivity, reduce costs, coordinate care for patients and
enhance related administrative and clinical workflows and
compliance with regulatory requirements. Web-based services are
delivered as Software as a Service (SaaS) to its customers
interfacing seamlessly with billing, information and records
management systems.
Authentidate Holding Corp. and its subsidiaries provide secure
web-based revenue cycle management applications and telehealth
products and services that enable healthcare organizations to
increase revenues, improve productivity, reduce costs, coordinate
care for patients and enhance related administrative and clinical
workflows and compliance with regulatory requirements. The
Company's web-based services are delivered as Software as a Service
(SaaS) to its customers interfacing seamlessly with billing,
information and document management systems. These solutions
incorporate multiple features and security technologies such as
business-rules based electronic forms, intelligent routing,
transaction management, electronic signatures, identity
credentialing, content authentication, automated audit trails and
remote patient management capabilities. Both web and fax-based
communications are integrated into automated, secure and trusted
workflow solutions.
Authentidate posted net income of $5.26 million on $34.57 million
of total net revenues for the year ended June 30, 2016, compared to
net income of $9.23 million on $24.44 million of total net
revenues for the year ended June 30, 2015. As of June 30, 2016,
Authentidate had $51.67 million in total assets, $11.73 million in
total liabilities and $39.94 million in total shareholders'
equity.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has a working capital
deficit and its capital requirements have been and will continue to
be significant, which raise substantial doubt about its ability to
continue as a going concern.
AUTHENTIDATE HOLDING: Roy Beauchamp Quits as Director
-----------------------------------------------------
Roy E. Beauchamp, a member of the board of directors of
Authentidate Holding Corp., delivered a letter to the Company
notifying it of his decision to resign from the board of directors
effective June 15, 2017. The Company believes that Mr. Beauchamp's
resignation was not the result of any disagreement with the Company
relating to the Company's operations, policies or practices. The
Company did not announce any plans to replace Mr. Beauchamp on the
Board of Directors at this juncture.
About Authentidate
Authentidate Holding Corp. and its subsidiaries primarily provide
an array of clinical testing services to health care professionals
through its wholly owned subsidiary, Peachstate Health Management,
LLC d/b/a AEON Clinical Laboratories. AHC also continues to
provide its legacy secure web-based revenue cycle management
applications and telehealth products and services that enable
healthcare organizations to increase revenues, improve
productivity, reduce costs, coordinate care for patients and
enhance related administrative and clinical workflows and
compliance with regulatory requirements. Web-based services are
delivered as Software as a Service (SaaS) to its customers
interfacing seamlessly with billing, information and records
management systems.
Authentidate Holding Corp. and its subsidiaries provide secure
web-based revenue cycle management applications and telehealth
products and services that enable healthcare organizations to
increase revenues, improve productivity, reduce costs, coordinate
care for patients and enhance related administrative and clinical
workflows and compliance with regulatory requirements. The
Company's web-based services are delivered as Software as a Service
(SaaS) to its customers interfacing seamlessly with billing,
information and document management systems. These solutions
incorporate multiple features and security technologies such as
business-rules based electronic forms, intelligent routing,
transaction management, electronic signatures, identity
credentialing, content authentication, automated audit trails and
remote patient management capabilities. Both web and fax-based
communications are integrated into automated, secure and trusted
workflow solutions.
Authentidate posted net income of $5.26 million on $34.57 million
of total net revenues for the year ended June 30, 2016, compared to
net income of $9.23 million on $24.44 million of total net
revenues for the year ended June 30, 2015. As of June 30, 2016,
Authentidate had $51.67 million in total assets, $11.73 million in
total liabilities and $39.94 million in total shareholders'
equity.
EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has a working capital
deficit and its capital requirements have been and will continue to
be significant, which raise substantial doubt about its ability to
continue as a going concern.
BCBG MAX AZRIA: Has Going-Concern Deals With Marquee, GBG
---------------------------------------------------------
BCBG Max Azria Group LLC announced bankruptcy deals worth $165
million to sell off its core businesses as a going concern.
BCBG Max Azria Group and its affiliated debtors thus ask the
Bankruptcy Court to authorize their entry into a Plan Support
Agreement, dated as of June 9, 2017, with secured lender Allerton
Funding, LLC, and buyers Marquee Brands, LLC, and GBG USA Inc.
Holly Felder Etlin, Chief Restructuring Officer of the Debtors,
explains that for the past three months, the Debtors have devoted
significant time and effort to the comprehensive marketing of their
assets. The Debtors' marketing efforts have been successful,
resulting in several proposals from interested parties. And since
the May 19, 2017 bid deadline, the Debtors have been in
near-continuous negotiations regarding a potential transaction that
would preserve the Debtors' business as a going concern. More
specifically, and in accordance with the terms of the Bidding
Procedures Order, the Debtors agreed to provide two different
potentially interested parties with "work fees" to facilitate the
competitive process and attempt to reach definitive agreements.
After significant back and forth and deliberation by the Debtors'
board, including a review of two different indications of interest
received on June 6 and June 7, the Debtors reached agreements with
Marquee, GBG, and Allerton Funding on the terms of a comprehensive
restructuring, including the sale of certain assets and the terms
of a chapter 11 plan.
The implied value of these transactions is approximately $165
million (excluding the contingent consideration to be provided to
Allerton Funding). More specifically, the major components of the
Debtors' restructuring include the following:
* A cash purchase price of $106 million paid by Marquee in
exchange for the Debtors' intellectual property, including certain
related contracts and other assets.
* A cash purchase price of $23 million paid by GBG in exchange
for certain inventory, contracts, and other assets related to the
Debtors' wholesale, e-commerce, partnershop, and retail business
(including up to 22 standalone retail store locations).
* An agreement from Marquee to provide Allerton Funding -- the
holder of 100% of the secured New Tranche A Loans -- a junior
royalty share interest in proceeds from Marquee's use of the
purchased intellectual property, the terms of which are set forth
in a Royalty Sharing Agreement.
In addition, and pursuant to the terms of the Bidding Procedures
Order, the Debtors have agreed to provide to Marquee a breakup fee
of $3,180,000 and an expense reimbursement of $345,000, which will
be credited (to the extent paid) against the Breakup Fee.
The Debtors have agreed -- pending (and subject to) Court approval
of the Plan Support Agreement -- to abide by certain terms and
conditions set forth in the Plan Support Agreement. These
obligations include the Debtors' covenant to not solicit,
facilitate, or enter into an "Alternative Transaction."
The Debtors believe that the Plan Support Agreement represents the
most efficient and appropriate means of maximizing the value of the
Debtors' estates. After three months of marketing the Debtors'
assets and evaluating various proposals, the Plan Support Agreement
represents the highest and best value available to the Debtors'
estates. Importantly, the Plan Support Agreement preserves the
going concern and allows the Debtors to confirm a plan of
reorganization.
Deadlines Agreed by Parties
The Debtors have agreed to:
-- file a motion seeking entry of an order approving the Plan
Support Agreement on or before June 9, 2017 and use commercially
reasonable efforts to seek entry of the approval order;
-- file an amended Disclosure Statement on or before June 12,
2017 and use commercially reasonable efforts to obtain entry of an
order approving the Disclosure Statement;
-- negotiate in good faith to execute all Definitive
Documentation that is subject to negotiation as of the PSA
Effective Date and take any and all necessary and appropriate
actions in furtherance of the Plan and this Agreement;
-- timely object to any motion filed with the Bankruptcy Court
by a party seeking the entry of an order (A) directing the
appointment of a trustee or examiner (with expanded powers beyond
those set forth in section 1106(a)(3) and (4) of the Bankruptcy
Code), (B) converting any of the Chapter 11 Cases to a case under
chapter 7 of the Bankruptcy Code, or (C) dismissing any of the
Chapter 11 Cases;
-- timely object to any motion filed with the Bankruptcy Court
by a party seeking the entry of an order modifying or terminating
the BCBG Entities' exclusive right to file and/or solicit
acceptances of a plan of reorganization, as applicable; and
-- (A) support and take such actions as are necessary or
appropriate in furtherance of the solicitation, confirmation, and
consummation of the Plan and the Restructuring Transactions in
accordance with this Agreement or any of the Definitive
Documentation; (B) not take any action that is inconsistent with,
or that would delay or impede the solicitation, confirmation or
consummation of the Plan; (C) perform its obligations under this
Agreement and all of the Definitive Documentation; and (D) support
the release, exculpation, and indemnification provisions set forth
in the Definitive Documentation.
Allerton may terminate the Plan Support Agreement if the effective
date of the Plan has not occurred by July 31, 2017, unless the date
is extended by written consent of the Plan Support Parties.
Parties' Advisors
The holder of Term Loan New Tranche A Claims:
ALLERTON FUNDING, LLC
Attn: Federico Hermida
1111 Brickell Avenue, Suite 1830
Miami, FL 33131
E-mail: federico.hermida@abscapco.com
Allerton Funding's attorneys:
WINSTON & STRAWN LLP
Attn: Daniel J. McGuire
200 Park Avenue
New York, NY 10166-4193
E-mail: DMcguire@winston.com
The Plan Sponsors:
GBG USA Inc.
Attn: Robert K. Smits
350 Fifth Avenue, 6th Floor
New York, NY 10118
E-mail: robertsmits@globalbrandsgroup.com
- and -
Marquee Brands, LLC
Attn: David Zolot
1290 Avenue of the Americas
New York, New York 10104
E-mail: david.zolot@nb.com
Attorneys for the Plan Sponsors:
REED SMITH LLP
Attn: Sahra Dalfen
599 Lexington Avenue
New York, New York 10022
E-mail: sdalfen@reedsmith.com
- and -
Moore & Van Allen PLLC
Attn: James R. Langdon
100 N. Tryon Street, Suite 4700
Charlotte, NC 28202
E-mail: jimlangdon@mvalaw.com
Copies of the Plan Support Agreement, as well as the Asset Purchase
Agreements with Marquee and GBG, are available at:
http://bankrupt.com/misc/BCBG_439_M_Plan_Support.pdf
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 serve
as bankruptcy counsel to the Debtors. Jefferies LLC is the
investment banker. AlixPartners LLP is the restructuring advisor.
A&G Realty Partners LLC is the real estate advisor. Donlin Recano
& Company LLC is the 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. Pachulski Stang Ziehl &
Jones LLP serves as counsel to the Creditors Committee, with the
engagement led by Bradford Sandler and Robert Feinstein.
Morgan, Lewis & Bockius LLP is serving as counsel to the
administrative agent under the Debtors' prepetition and
postpetition asset-based revolving credit facilities.
Weil, Gotshal & Manges LLP is the counsel to the administrative
agent under the Debtors' prepetition and postpetition term loan
credit facility.
BCBG MAX AZRIA: Marquee to Make Royalty Payments to Allerton
------------------------------------------------------------
Marquee Brands, LLC, which has agreed to purchase the intellectual
property assets of BCBG Max Azria Group for $106 million, has
signed an agreement to provide Allerton Funding LLC a junior
royalty share interest in proceeds from Marquee's use of the
purchased intellectual property.
Allerton is a lender pursuant to a Fifth Amended and Restated
Credit and Guaranty Agreement dated as of August 12, 2016 --
Prepetition Term Loan Agreement -- whereby the prepetition lenders
extended certain term loans to the BCBG Group. The lenders were
granted liens on substantially all of the Debtors' real and
personal property assets. At present, Allerton holds or controls
100% of the Tranche A-1 and Tranche A-2 Prepetition Term Loans.
As part of the Bankruptcy Case, Marquee's BCBG IP Co is acquiring
certain rights in intellectual property and Allerton consented to
BCBG IP Co acquiring such rights.
Pursuant to a Royalty Sharing Agreement, in consideration for
Allerton's agreement to accept the treatment of its claims against
the Debtors as set forth in the Plan of Reorganization (including
consent to the Acquisition), BCBG IP Co has agreed to pay certain
royalties to Allerton based upon its use of the Intellectual
Property and Allerton wishes to receive such certain royalties from
BCBG IP Co, subject to these terms:
(a) Beginning on January 1, 2018 and lasting during the Term,
BCBG IP Co will owe to Allerton royalty amounts equal to the
sharing percentage of 35% multiplied by the applicable annual
Royalty Base ("Junior Royalty Payments").
(b) The term "Royalty Base" shall mean, for any calendar year,
the Eligible Royalties received by BCBG IP Co during such calendar
year minus the Sharing Threshold for such calendar year, as set
forth below:
Calendar Year Sharing Threshold
------------- -----------------
2018 $20,000,000
2019 $25,000,000
2020 $27,000,000
2021 $29,000,000
2022 $31,000,000
2023 $33,000,000
2024 – 2027 $35,000,000
Thereafter 103% of the prior calendar year's
Sharing Threshold
(c) Within 60 days from the end of any calendar year, BCBG IP Co
shall pay the previous calendar year's Junior Royalty Payment to
Allerton, and will send such payment along with a report that
includes sufficient detail to enable Allerton to reasonably
determine how BCBG IP Co calculated the amount of such Junior
Royalty Payment (each, a "Report").
(d) BCBG IP Co represents and warrants that in establishing the
Threshold Amounts, none of the expected applicable credits,
withholding taxes, adjustments or marketing contributions were
taken into consideration.
The "Maximum Royalty Amount" shall mean the value that is
calculated as set forth below: Initial Debt, plus Any unpaid PIK
Interest after the application of any Junior Royalty Payments to
the PIK Interest accrued through the date of such Junior Royalty
Payments, minus any Bankruptcy Payments, minus any remaining
portions of the Junior Royalty Payments that were not otherwise
applied to the outstanding PIK Interest. BCBG IP Co will have no
further obligation to pay any Junior Royalty Payments once the
Maximum Royalty Amount equals zero dollars ($0.00).
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 serve
as bankruptcy counsel to the Debtors. Jefferies LLC is the
investment banker. AlixPartners LLP is the restructuring advisor.
A&G Realty Partners LLC is the real estate advisor. Donlin Recano
& Company LLC is the 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. Pachulski Stang Ziehl &
Jones LLP serves as counsel to the Creditors Committee, with the
engagement led by Bradford Sandler and Robert Feinstein.
Morgan, Lewis & Bockius LLP is serving as counsel to the
administrative agent under the Debtors' prepetition and
postpetition asset-based revolving credit facilities.
Weil, Gotshal & Manges LLP is the counsel to the administrative
agent under the Debtors' prepetition and postpetition term loan
credit facility.
BCBG MAX: Insurers Oppose Approval of Plan Outline
--------------------------------------------------
A group of insurance firms has objected to the disclosure statement
filed by BCBG Max Azria Global Holdings LLC, saying it is "entirely
silent" as to the treatment of any insurance policy.
In a filing with the U.S. Bankruptcy Court for the Southern
District of New York, the firms, which include the Illinois Union
Insurance Co., Westchester Fire Insurance Co., and Federal
Insurance Co., said BCBG should revise the document to clarify the
treatment of their insurance programs as well as the claims covered
under those programs.
The firms also argued that in case BCBG seeks to assume the
insurance programs, they must be assumed in their entirety.
The insurance firms are represented by:
Wendy M. Simkulak, Esq.
Duane Morris LLP
1540 Broadway, 14th Floor
New York, NY 10036-4086
Phone: (212) 692-1000
Fax: (212) 692-1020
- and -
Drew S. McGehrin, Esq.
30 South 17th Street
Philadelphia, PA 19103-4196
Phone: (215) 979-1000
Fax: (215) 979-1020
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. The committee hired
Pachulski Stang Ziehl & Jones LLP as legal counsel, and Zolfo
Cooper, LLC as financial advisor and bankruptcy consultant.
On March 1, 2017, the Debtors filed a joint Chapter 11 plan of
reorganization.
BCC SANDUSKY: Chapter 11 Petition Filed in Good Faith, Judge Rules
------------------------------------------------------------------
Judge Mary Ann Whipple of the U.S. Bankruptcy Court for the
Northern District of Ohio denied without prejudice the motions to
dismiss filed by the U.S. Trustee and lender Bank of New York
Mellon Trust Company National Association as Trustee for Morgan
Stanley Capital I Inc.
The UST and the Lender seek dismissal of the Chapter 11 case of BCC
Sandusky Permanent LLC for cause under 11 U.S.C. section 1112(b).
Both contend that Debtor filed its Chapter 11 petition in bad
faith. In addition, the UST seeks dismissal under Section
1112(b)(4)(A).
The Debtor owns real estate in Sandusky, Ohio, that is a shopping
center generally known as Crossings of Sandusky property. The
lender has an interest in the property pursuant to certain loan
documents, which include a Promissory Note, Loan Agreement,
Open-End Mortgage and Security Agreement, and an Assignment of
Leases and Rents.
Citing In re Buttermilk Towne Center, LLC, 442 B.R. 558 (B.A.P. 6th
Cir. 2010), the U.S. Trustee argues that because the Debtor owns no
unencumbered assets with which to offer Lender adequate protection,
turnover of its assets from the Receiver to the Debtor would result
in an immediate and substantial loss to the estate.
The court finds the U.S. Trustee's argument that turnover of assets
to Debtor by the Receiver would result in a substantial loss to the
estate to be premature since the court has not required such
turnover. A "substantial loss" as cause for dismissal under Section
1112(b)(4)(A) requires such a loss to have already occurred, the
court said. Likewise, a "continuing loss" requires that a loss has
occurred and is ongoing, the court added.
The UST has thus not met his burden of proving a substantial or
continuing loss to or diminution of Debtor's estate, the court
finds. Having failed to do so, the court need not address the
second requirement under section 1112(b)(4)(A) -- whether there is
an absence of a reasonable likelihood of rehabilitation.
The court pointed out that while there is no single test for
determining good faith, the Sixth Circuit has set forth eight
factors, also known as the Trident factors, that may be probative
in evaluating an organizational debtor's good faith:
(1) the debtor has one asset;
(2) the pre-petition conduct of the debtor has been improper;
(3) there are only a few unsecured creditors;
(4) the debtor’s property has been posted for foreclosure, and
the debtor has been unsuccessful in defending against the
foreclosure in state court;
(5) the debtor and one creditor have proceeded to a standstill
in state court litigation, and the debtor has lost or has been
required to post a bond which it cannot afford;
(6) the filing of the petition effectively allows the debtor to
evade court orders;
(7) the debtor has no ongoing business or employees; and
(8) the lack of possibility of reorganization.
Based on the Trident factors as they relate to this case, the UST
and Lender argue that the case should be dismissed as a bad faith
filing. These factors, however, are not exhaustive and cannot
simply be mechanically tallied, the court said.
Judge Whipple finds that it was not unreasonable for Debtor to seek
a different forum and different procedures to promote maximization
of exposure and value of the Property while still protecting the
interests of all parties.
Considering the totality of the circumstances, in light of the
Trident factors, Judge Whipple concludes that the Movants have not
sustained their burden of proving that Debtor's bankruptcy petition
was filed in bad faith for a purpose outside the legitimate scope
of the Bankruptcy Code.
A full-text copy of Judge Whipple’s decision dated June 7, 2017,
is available at:
http://bankrupt.com/misc/ohnb17-30905-79.pdf
About BCC Sandusky Permanent
Based in Cincinnati, Ohio, BCC Sandusky Permanent LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ohio
Case No. 17-30905) on March 30, 2017. The petition was signed by
George W. Fels, co-manager. At the time of the filing, the Debtor
estimated its assets and debts at $10 million to $50 million.
The Chapter 11 case is assigned to Judge Mary Ann Whipple.
The Debtor is represented by Steven L. Diller, Esq. and Eric R.
Neumann, Esq., at Diller and Rice, LLC, and Raymond L. Beebe, Esq.
at Raymond L. Beebe Co.
BEBE STORES: Borrows $35 Million From GACP to Pay Off Landlords
---------------------------------------------------------------
bebe stores, inc., has entered into a $35 million loan agreement
with GACP Finance CO, LLC, as administrative agent, and GACP I,
L.P., as lender, to facilitate the closing of leasing arrangements
with landlords.
GACP I, L.P., and GACP Finance Co., LLC, are units of Great
American Group, LLC, a provider of asset disposition services.
Great American Capital Partners, LLC is a wholly owned subsidiary
of B. Riley Financial Inc. (NASDAQ: RILY).
The cost to terminate its store leases is estimated to be
approximately $65 million. The Company has signed an agreement to
sell its distribution center in Benicia, California, for
approximately $22 million. The Company is also actively seeking to
sell its Design Center in Los Angeles, California.
The Company entered into the $35 million Loan and Security
Agreement, with GACP I, L.P., as lender and GACP Finance Co., LLC,
a Delaware limited liability company ("GACP"), as administrative
agent for the lender, on May 31, 2017, to make payments to the
retail store landlords pending the closing of the building sales.
The Company will use the loan proceeds (a) to fund payments to
landlords of retail stores operated by the Company resulting from
the closure of such stores, (b) to fund the closing costs in
connection with the Loan Agreement, and (c) for general working
capital purposes.
The term loans under the Loan Agreement mature on May 30, 2018.
Interest payments on the term loans are due on the last day of each
month, beginning on June 30, 2017.
Interest on the term loans accrues at an annual fixed rate of 9%.
The Company may prepay all or a portion of the outstanding
principal and accrued unpaid interest under the Loan Agreement at
any time upon prior notice to the Lenders, without penalty or
prepayment fee.
The Company is required to prepay all or a portion of the
outstanding principal and accrued unpaid interest under the Loan
Agreement with: (1) 75% of the net sale proceeds from bebe studio
realty, LLC's sale of its design center in Los Angeles or its
warehouse in Benicia (whichever sale is first); (2) 100% of the net
sale proceeds from bebe studio realty, LLC's sale of its remaining
real property; (3) 100% of all proceeds of any dispositions (other
than sales of inventory and other permitted dispositions) in excess
of $250,000 per year; and (4) 100% of all proceeds of any cash for
any extraordinary receipts (i.e., insurance proceeds, tax refunds,
condemnation proceeds, etc.) in excess of $250,000 per year.
As security for its obligations under the Loan Agreement, the
Company granted a lien on substantially all of its assets to GACP
for the ratable benefit of the Lenders. In addition, all direct
and indirect wholly-owned subsidiaries of the Company entered into
a Guaranty (the "Guaranty"), in favor of GACP, pursuant to which
such subsidiaries guaranteed the obligations of the Company under
the Loan Agreement, and granted as security for their guaranty
obligations, a lien on certain of their assets, including, among
other things, equity interests, cash and real property
(specifically, bebe studio realty, LLC pledged all of its interest
in certain of its owned real property (a design center, a warehouse
and two condominiums) for the benefit of GACP).
The Loan Agreement also contains customary affirmative and negative
covenants for a credit facility of this size and type, including
covenants that limit or restrict the Company's ability to, among
other things, incur indebtedness, grant liens, merge or
consolidate, dispose of assets, make investments, make
acquisitions, enter into transactions with affiliates, pay
dividends or make distributions, or repurchase stock, in each case
subject to customary exceptions. In addition, the Company shall
not have less than 75% of certain cash set forth under an agreed
budget.
The Loan Agreement includes customary events of default that
include, among other things, non-payment, inaccuracy of
representations and warranties, covenant breaches, events that
result in a material adverse effect (as defined in the Loan
Agreement), cross default to material indebtedness or material
agreements, bankruptcy and insolvency, material judgments and a
change of control (as defined in the Loan Agreement). The
occurrence and continuance of an event of default could result in
the acceleration of the obligations under the Loan Agreement. Under
certain circumstances, a default interest rate of 11.00% per annum
will apply at the election of the Lenders on all outstanding
obligations during the occurrence and continuance of an event of
default under the Loan Agreement.
A copy of the Loan and Security Agreement https://is.gd/yQirHT
A copy of the Guaranty is available at https://is.gd/NZuSg0
Administrative Agent:
GACP FINANCE CO., LLC
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
Attention: Legal Department, Kevin Ramos
E-mail: kramos@gacapitalpartners.com
GACP's attorneys:
DENTONS US LLP
1221 Avenue of the Americas
New York, NY10020-1089
Attention: Oscar Pinkas
E-mail: oscar.pinkas@dentons.com
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is a
women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February 2016.
He previously served as the Company's CEO from 1976 to February
2004 and again from January 2009 to January 2013. Mr. Mashouf is
the uncle of Hamid Mashouf, the Company's chief information
officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: Distribution Center Sold for $22M, Design Center Next
------------------------------------------------------------------
bebe stores, inc., the decades-old retail chain that closed all its
retail at the end of May, has sold its distribution center in
Northern California for $22 million and is seeking a buyer for its
design center in Los Angeles.
According to a regulatory filing, bebe stores on May 22, 2017,
entered into a Standard Offer, Agreement and Escrow Instructions
for Purchase of Real Estate with Tulloch Corporation --
Distribution Center Agreement -- to sell its distribution center in
Benicia California for a purchase price of approximately $21.8
million. The Company retains the right to use 72,000 square feet
of the distribution center through December 31, 2017, with the
ability to terminate this right with 30 days' written notice. The
sale is expected to close by the end of July 2017, subject to
customary closing conditions.
The Company also said it is actively seeking to sell its Design
Center in Los Angeles, California.
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is a
women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February 2016.
He previously served as the Company's CEO from 1976 to February
2004 and again from January 2009 to January 2013. Mr. Mashouf is
the uncle of Hamid Mashouf, the Company's chief information
officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: Domains, International Deals Assigned to Blue Star JV
------------------------------------------------------------------
bebe stores, inc., which has shuttered its retail stores, has
transferred both the bebe.com URL and its international wholesale
agreements into its joint venture with Blue Star Alliance.
bebe stores said in a regulatory filing that on May 30, 2017, it
entered into a Consensual Termination of License Agreement, by and
among BB Brand Holdings LLC (the "JV"), bebe studio, Inc. and the
Company, pursuant to which the parties terminated the License
Agreement, dated as of June 8, 2016. Pursuant to the License
Agreement Termination, the Company transferred to the JV the Web
site domains www.bebe.com, www.2bstores.com and www.bebeoutlets.com
(the "URLs"), along with the Company's social media accounts and
the Company's agreements with certain of its international
distributors.
Notwithstanding the termination of the License Agreement, BEBE
STORES, INC. / BEBE STUDIO, INC., may, from and after May 30, 2017,
continue to use the licensed marks and IP on a non-exclusive basis
to (a) operate and wind down the Branded Retail Stores until May
31, 2017, unless extended by BB Brand Holdings in its sole and
absolute discretion (the "Retail Wind Down Period"), (b) operate
the Branded Website during the transition of the Branded Website
operations to GBG USA Inc. ("GBG") only in accordance with the
certain Transition Services Agreement.
To facilitate the transactions with GBG, on May 30, 2017, the
Company transferred to the JV the Company's designs relating to the
bebe brand and customer information collected from visitors of the
bebe retail stores and bebe-branded Web sites.
Bebe stores owns 50.0000000001% of the economic interest in the
joint venture, BB Brand Holdings LLC, while Bluestar Alliance, LLC,
owns the remainder. Joseph Gabbay is the manager of the JV.
Bluestar Alliance is a privately owned brand management company.
Going forward, the Company anticipates having no retail operations,
and its sole function will be the collection of distributions from
the JV.
A copy of the Consensual Termination of License Agreement is
available at https://is.gd/iW8IYZ
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is a
women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February 2016.
He previously served as the Company's CEO from 1976 to February
2004 and again from January 2009 to January 2013. Mr. Mashouf is
the uncle of Hamid Mashouf, the Company's chief information
officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: GBG to Manage bebe.com, Pay $5M for Inventory
----------------------------------------------------------
bebe stores, inc., which has shuttered all its retail stores, has
entered into a Transition Service Agreement (TSA) and Asset
Purchase Agreement (APA) with GBG USA Inc. that provides for the
sales of certain inventory and the bebe.com site management in
order to facilitate the operation of the bebe online and wholesale
businesses to GBG.
BB Brand Holdings LLC, a joint venture formed by bebe stores, Inc.,
and Blue Star Alliance that owns the domains www.bebe.com,
www.2bstores.com and www.bebeoutlets.com (the "URLs"), has executed
a royalty agreement with GBG for the URLs and wholesale licenses.
Based in New York, GBG USA, Inc. is the U.S. unit of Global Brands
Group Holding Limited (SEHK Stock Code: 787), one of the world's
leading branded apparel, footwear and fashion accessories
companies. GBG -- http://www.globalbrandsgroup.com/-- designs,
develops, markets and sells products under a diverse array of owned
and licensed brands, including Calvin Klein, Under Armour, Juicy
Couture, Frye, Joe's, Spyder, Cole Haan, Kenneth Cole, Jones New
York, and many more. GBG is a unit of China-based global sourcing
firm Li & Fung Limited.
$5M for Existing Inventory
bebe stores, inc., said in a regulatory filing that on May 30,
2017, it entered into an Asset Purchase Agreement pursuant to which
it agreed to sell and transfer to GBG USA Inc. ("GBG") certain
inventory and purchase orders related to the Company's website and
international wholesale business.
GBG has paid the Company $5.0 million as consideration for (i)
inventory produced for the Branded Website, and (ii) inventory
produced for the International Distributors, which are as follows:
Bebe.com International Total
-------- ------------- -----
Units 270,911 51,259 322,170
Cost $5,856,882 $969,321 $6,826,203
The sale includes all open purchase orders owed to bebe for the
Branded Website and the International Distributors (the "Acquired
POs"):
Bebe.com International Total
-------- ------------- -----
Retail $11,812,774 $7,459,924 $19,272,698
Units 149,627 96,037 245,664
Cost $3,645,880 $2,192,956 $5,836,836
The Asset Purchase Agreement contains customary representations,
warranties and covenants of the Company and GBG, and indemnity
obligations of each party with respect to the foregoing.
GBG shall assume all liabilities and obligations from and after the
date hereof arising out of or relating to (a) the ownership, use or
exercise of rights by GBG under the Purchased Assets and (b) the
marketing or sale by Purchaser of any products developed or
produced using the Purchased Assets (collectively, the "Assumed
Liabilities").
A copy of the APA is available at https://is.gd/rGCwjz
$3M Per Month for Transition Services
The Company agreed to provide certain transitional services in
connection with the Transferred Assets.
On May 30, 2017, the Company and GBG entered into a Transition
Services Agreement pursuant to which the Company agreed to provide
certain transitional services in connection with the Transferred
Assets through Sept. 30, 2017, with an option for a 30-day
extension. GBG agreed to pay the Company a monthly fee of
approximately $3.0 million subject to certain adjustments during
the term of the services.
The Company has agreed to use commercially reasonable efforts to
provide these services:
(i) IT services;
(ii) e-commerce services;
(iii) back office services;
(iv) fulfillment services; and
(v) reasonable access to Bebe's premises located at 10345 W
Olympic Blvd, Los Angeles, CA 90064, during regular business
hours.
GBG also agrees to pay up to an aggregate of $887,103 as retention
bonuses for Bebe's employees who provide Services, in accordance
with Bebe's retention schedule as previously disclosed to GBG.
A copy of the Transition Services Agreement https://is.gd/mhk9mL
GBG can be reached at:
GBG USA Inc.
350 Fifth Avenue, 6th Floor
New York, NY 10118
Attention: Robert K. Smits
EVP-Secretary
GBG's attorneys:
REED SMITH LLP
599 Lexington Avenue
New York, NY 10022
Attention: Sahra Dalfen, Esq.
E-mail: sdalfen@reedsmith.com
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is a
women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February 2016.
He previously served as the Company's CEO from 1976 to February
2004 and again from January 2009 to January 2013. Mr. Mashouf is
the uncle of Hamid Mashouf, the Company's chief information
officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: Out-Of-Court Restructuring Assisted by B. Riley
------------------------------------------------------------
B. Riley Financial, Inc. (NASDAQ:RILY), a diversified financial
services company, announced June 8, 2017, that its operating
subsidiaries provided a number of financial services to bebe
stores, inc.
bebe stores, which had been in the process of reorganizing its
business operations, worked with the Restructuring Group of B.
Riley & Co., LLC, in an effort to explore strategic alternatives,
and Great American Group, LLC, a leading provider of asset
disposition services, to conduct store closing sales for 142 of the
Company's stores nationwide. The Restructuring Group is part of B.
Riley's full service Investment Banking business.
To complete the successful out of court restructuring, the Company
obtained a $35 million bridge loan from Great American Capital
Partners, LLC, a subsidiary of B. Riley Capital Management, which
is a wholly owned subsidiary of B. Riley Financial.
"Our relationship with bebe is illustrative of how we are uniquely
positioned to provide comprehensive services and value to our
clients," said Bryant Riley, Chairman and CEO of B. Riley
Financial. "The end result of this effort exemplifies how the vast
depth and breadth of our services, and our collective expertise,
can benefit clients throughout all stages of a company's life
cycle."
About B. Riley Financial
B. Riley Financial (NASDAQ:RILY) is a publicly traded, diversified
financial services company addressing capital raising and financial
advisory needs of public and private companies and high net worth
individuals.
B. Riley operates through several wholly-owned subsidiaries,
including B. Riley & Co., LLC, a FINRA-licensed broker dealer;
Great American Group, LLC -- http://www.greatamerican.com/--
provider of advisory and valuation services, asset disposition and
auction solutions, commercial lending, and real estate advisory
services; B. Riley Capital Management, LLC (which includes B. Riley
Asset Management -- http://www.brileyam.com/-- a SEC-registered
investment advisor providing investment products to institutional
and high net worth investors, and B. Riley Wealth Management, a
multi-family office practice and wealth management firm focused on
the needs of ultra-high net worth individuals and families --
www.brileywealth.com -- Great American Capital Partners, a provider
of senior secured loans and second lien secured loan facilities to
middle market public and private U.S. companies and B. Riley
Principal Investments, a group that makes proprietary investments
in other businesses, such as the acquisition of United Online, Inc.
-- http://www.untd.com-- in July 2016.
Great American Capital Partners may be reached at:
John Ahn
President
Great American Capital Partners
11100 Santa Monica Boulevard, Suite 800
Los Angeles, CA 90025
Phone: 310.689.2215
E-mail: jahn@gacapitalpartners.com
For general inquiries, contact:
Robert Louzan
Managing Director
Great American Capital Partners
Phone: 203.663.5101
E-mail: rlouzan@gacapitalpartners.com
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is a
women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February 2016.
He previously served as the Company's CEO from 1976 to February
2004 and again from January 2009 to January 2013. Mr. Mashouf is
the uncle of Hamid Mashouf, the Company's chief information
officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BEBE STORES: Shutters Stores, Fires All Retail Employees
--------------------------------------------------------
bebe stores, inc., has shuttered all its 142 brick-and-mortar
stores in the U.S., and has let go of all its retail store
employees.
According to a filing with the Securities and Exchange Commission,
as of May 27, 2017, the Company had effectively ended all retail
operations. The Company also said it has closed all of its retail
stores as of May 31, 2017, and all retail store employees have been
terminated as of such date.
As of June 5, 2017, the Company has reached agreement with
substantially all of its retail store landlords to terminate the
existing leases for its retail stores for an aggregate payment of
approximately $65.0 million.
According to reports, the closing has resulted in about 700
employees being terminated at the Company's headquarters, design
center and retail stores.
In accordance with the joint venture agreements, the Company has
transferred both the bebe.com URL and International Wholesale
agreements into its Joint Venture (JV) with Blue Star Alliance. The
JV has executed a royalty agreement with a third party for both the
URL and Wholesale Licenses.
Going forward, the Company anticipates having no retail operations,
and its sole function will be the collection of distributions from
the JV.
The Company has signed an agreement to sell its distribution center
in Benicia, California for approximately $22 million. The Company
is also actively seeking to sell its Design Center in Los Angeles,
California. The company has entered into a $35 million loan
agreement with GACP Finance CO, LLC to make payments to the retail
store landlords pending the closing of the building sales.
bebe stores is just one of a growing number of West Coast retailers
that have struggled. The BCBG Max Azria in Los Angeles, and The
Wet Seal, based in Irvine, Calif., have sought Chapter 11
bankruptcy protection this year.
The company was advised by B. Riley & co.
The Company's Chairman and CEO:
Manny Mashouf
Chairman and CEO
BEBE STORES, INC.
400 Valley Drive
Brisbane, California 94005
Attention: Manny Mashouf
The Company's President and COO:
Walter Parks
President and COO
BEBE STORES, INC.
400 Valley Drive
Brisbane, CA 94005
Phone: (415) 657-4631
E-mail: wparks@bebe.com
The Company's general counsel:
Gary Bosch
General Counsel
BEBE STORES, INC.
400 Valley Drive
Brisbane, CA 94005
Phone: (415) 657-4644
E-mail: gbosch@bebe.com
The Company's attorney:
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Attention: Tad Freese
Phone: (650) 463-3060
E-mail: tad.freese@lw.com
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) is a
women's retail clothier established in 1976. The brand develops
and produces a line of women's apparel and accessories, which it
markets under the Bebe, BebeSport, and Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer beginning February 2016.
Prior to that Mr. Mashouf served as the Company's chief executive
officer from 1976 to February 2004 and again from January 2009 to
January 2013. Mr. Mashouf is the uncle of Hamid Mashouf, the
Company's chief information officer.
The Company operated brick-and-mortar stores in the United States,
Puerto Rico and Canada. The Company had 142 retail stores before
ending all retail operations in the U.S. by May 27, 2017.
The Company reported a net loss of $13,009,000 on $189,169,000 for
the six months ended Dec. 31, 2016, compared with a net loss of
$22,600,000 on $218,730,000 of revenue for the six months ended
Jan. 2, 2016. bebe stores reported $168,885,000 in assets,
$53,077,000 in liabilities and $115,808,000 in total shareholders'
equity as of Dec. 31, 2016.
BIG TIME HOLDINGS: Unsecureds to Get Full Payment in Cash
---------------------------------------------------------
Big Time Holdings, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of New York a disclosure statement dated May
31, 2017, for the Debtor's plan of reorganization.
All classes of claims are unimpaired by the Plan.
Class 3 consists of all non-insider General Unsecured Claims held
against the Debtor. Each holder of Allowed General Unsecured
Claims will receive, in full and final satisfaction, settlement,
and discharge and in exchange for each Allowed General Unsecured
Claim, payment, in full in cash on or as soon as reasonably
practicable after the Effective Date. Class 3 is unimpaired.
The payments due under the Plan will be paid from a combination of
the Debtor's rental income and the proceeds of a loan to be
procured by the Debtor.
The Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb17-40960-34.pdf
About Big Time Holdings, LLC
Big Time Holdings, LLC, filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 17-40960), on March 1, 2017. The petition was
signed by Andrew Jones, President. At the time of filing, the
Debtor had both assets and liabilities estimated to be between
$100,000 to $500,000. The case is assigned to Judge Nancy Hershey
Lord. The Debtor is represented by David Y. Wolnerman, Esq., at
White & Wolnerman PLLC.
BIRMINGHAM-SOUTHERN COLLEGE: Moody's Affirms B3 on Tuition Bonds
----------------------------------------------------------------
Moody's Investors Service affirms its B3 rating on the Tuition
Revenue Bonds of Birmingham-Southern College, AL (BSC). The bonds
were issued through the Birmingham Private Educational Building
Authority. The outlook is negative.
The B3 rating reflects Birmingham-Southern's ongoing struggle to
achieve enrollment growth and a sustainable business model. While
new leadership indicates some gains in expected new students for
Fall 2017 and has developed several initiatives to achieve
sustained growth, the results remain unproven. A lower than
expected entering class in the Fall 2016 amplified the pressure to
achieve enrollment gains soon. The college has launched a three
year $30 million campaign for current use gifts to meet it funding
needs as its aims to reach 1,600 students by 2020. Importantly,
gifts and pledges of $11 million have been received for the first
year.
Serious challenges remain including high reliance on ongoing donor
support, sluggish prospects for material earned revenue growth, and
thin flexible reserves. In addition, while total debt fell by $12.5
million through a negotiated distressed exchange with Regions Bank,
financial leverage remains very high, especially when compared to
extremely low spendable cash and investments. With highly
constrained resources and planned extraordinary endowment draws
over next two years, the college's ability to invest in its campus
will be very low. The resulting increase in deferred maintenance
over time will create an additional drag on student recruitment.
Rating Outlook
The negative outlook reflects the ongoing impact of missed
enrollment targets for fall 2016 and expected weaker operating
performance as the college relies on endowment draws well above 5%.
Evidence of sustainable enrollment and earned revenue growth in
combination with ongoing donor support could support a return to a
stable outlook.
Factors that Could Lead to an Upgrade
Clear ability to generate sustained earned revenue growth
Ongoing donor support to help diversify revenue sources
Meaningful improvement in liquidity and move away from
extraordinary endowment draws
Factors that Could Lead to a Downgrade
Inability to achieve enrollment and student revenue growth
Further reduction of liquidity or material investment losses
Reduction of headroom under financial covenants in bank debt or
increased likelihood of bank debt acceleration
Inability to meet donor support target over next two years
Legal Security
Security on the Tuition Revenue Bonds is provided by a pledge on
the college's gross tuition revenues. There is an additional bonds
test requiring that recent pledged tuition revenue be at least 300%
of prospective Maximum Annual Debt Service. There is no debt
service reserve fund requirement.
Use of Proceeds. Not applicable.
Obligor Profile
Birmingham-Southern College is a private liberal arts college with
under 1,500 students. Founded in 1856, the college is affiliated
with the United Methodist Church. The campus is comprised of 192
acres on the west side of Birmingham.
Methodology
The principal methodology used in this rating was Global Higher
Education published in November 2015.
BLACK IRON: Hires Kirton McConkie as Legal Counsel
--------------------------------------------------
Black Iron, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Utah to hire legal counsel in connection with its
Chapter 11 case.
The Debtor proposes to hire Kirton McConkie P.C. to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, assist in determining the validity of claims filed by
creditors, and prepare a plan of reorganization.
Ralph Mabey, Esq., and Adelaide Maudsley, Esq., the attorneys
expected to represent the Debtor, will charge $450 per hour and
$320 per hour, respectively. The hourly fees of associates range
from $195 to $275.
Kirton received an initial retainer from the Debtor in the amount
of $100,000.
Ms. Maudsley disclosed in a court filing that her firm is
"disinterested" and has no connection with the Debtor or any of its
creditors.
The firm can be reached through:
Adelaide Maudsley, Esq.
Ralph R. Mabey, Esq.
Kirton McConkie P.C.
50 East South Temple, Suite 400
Salt Lake City, UT 84111
Tel: 801-321-4837
Fax: 801-321-4893
Email: amaudsley@kmclaw.com
Email: rmabey@kmclaw.com
About Black Iron LLC
Black Iron, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017.
Steve L. Gilbert, manager, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
Judge William T. Thurman presides over the case.
BLACK IRON: Seeks to Hire WSRP as Accountant
--------------------------------------------
Black Iron, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Utah to hire an accountant.
The Debtor proposes to hire WSRP, LLC and pay the firm these hourly
fees for its accounting services:
Gregory Prawitt, Partner $340
Other Partners $300 - $340
Andrew Morrison, Manager $155
Other Managers $155 - $245
Elizabeth Higgs, Sr. Accountant $120
Other Professional Staff $105 - $130
Gerald Bregg Jr., a certified public accountant, disclosed in a
court filing that his firm does not have any interest adverse to
the Debtor's bankruptcy estate.
The firm can be reached through:
Gerald Bregg Jr.
WSRP, LLC
155 North 400 West, Suite 400
Salt Lake City, UT 84103
Phone: 801-328-2011
Fax: 801-328-2015
Email: info@wsrp.com
About Black Iron LLC
Black Iron, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017.
Steve L. Gilbert, manager, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
Judge William T. Thurman presides over the case.
BLACK IRON: Taps Alysen Tarrant as Environmental Consultant
-----------------------------------------------------------
Black Iron, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Utah to hire Alysen Tarrant as environmental
consultant.
Ms. Tarrant will provide general environmental permitting and
consulting services in connection with the Debtor's Chapter 11
case. She will charge an hourly fee of $50.
In a court filing, Ms. Tarrant disclosed that she does not have any
interest adverse to the Debtor's bankruptcy estate.
About Black Iron LLC
Black Iron, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017.
Steve L. Gilbert, manager, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
Judge William T. Thurman presides over the case.
BLUCORA INC: Egan-Jones Upgrades Sr. Unsecured Ratings to B
-----------------------------------------------------------
Egan-Jones Ratings, on May 30, 2017, raised the local currency and
foreign currency senior unsecured ratings on debt issued by Blucora
Inc to B from B-.
Blucora (formerly Infospace, Inc.) is a provider of
Internet-related services (most commonly being search engines).
BON-TON STORES: Incurs $57.3 Million Net Loss in First Quarter
--------------------------------------------------------------
The Bon-Ton Stores, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $57.31 million on $536.1 million of net sales for the 13 weeks
ended April 29, 2017, compared with a net loss of $37.81 million on
$591 million of net sales for the 13 weeks ended April 30, 2016.
As of April 29, 2017, Bon-Ton Stores had $1.46 billion in total
assets, $1.54 billion in total liabilities and a total
shareholders' deficit of $78.78 million.
At April 29, 2017, the Company had $7.0 million in cash and cash
equivalents and $226.5 million available under its Second Amended
Revolving Credit Facility (before taking into account the minimum
borrowing availability covenant under such facility, which was
$78.4 million at April 29, 2017). Excess availability was $244.0
million as of the comparable prior year period. The unfavorable
excess availability comparison primarily reflects the early payment
of senior notes due July 2017, partially offset by a net
availability increase as a result of the August 2016 amendment to
the Second Amended Revolving Credit Facility.
On April 28, 2017, The Bon-Ton Department Stores, Inc. and certain
subsidiaries as borrowers and certain other subsidiaries as
guarantors entered into a Fifth Amendment to the Second Amended
Revolving Credit Facility with Bank of America, N.A., as Agent, and
certain financial institutions as lenders. The Fifth Amendment
extends the maturity date of the $730 million Tranche A of the
Second Amended Revolving Credit Facility. Tranche A is now due to
mature on April 28, 2022, provided that Tranche A-1 of the Second
Amended Revolving Credit Facility is repaid prior to
March 15, 2021, or the maturity of Tranche A-1 is extended to at
least April 28, 2022. If Tranche A-1 is not so repaid or so
extended, or is extended to a date earlier than April 28, 2022,
Tranche A will mature on the same date as Tranche A-1. In any
event, Tranche A remains subject to a "springing" maturity date
that is sixty days prior to the earliest of the maturity date of
(1) any senior note debt (which is currently comprised of the
Company's 8.00% Second Lien Senior Secured Notes due June 15, 2021)
and (2) if incurred, certain permitted debt secured by junior
liens.
The Fifth Amendment did not change the total lender commitment
under the facility, which remains at $880 million (for both Tranche
A and Tranche A-1). Pricing and other terms of the Second Amended
Revolving Credit Facility remain essentially unchanged.
Typically, cash flows from operations are impacted by the effect on
sales of (1) consumer confidence, (2) weather in the geographic
markets served by the Company, (3) general economic conditions and
(4) competitive conditions existing in the retail industry. A
downturn in any single factor or a combination of factors could
have a material adverse impact upon the Company's ability to
generate sufficient cash flows to operate its business. While the
current economic uncertainty affects the Company's assessment of
short-term liquidity, the Company considers its resources
(including, but not limited to, cash flows from operations
supplemented by borrowings under the Second Amended Revolving
Credit Facility) adequate to satisfy its cash needs for at least
the next 12 months.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/HsA0GK
About The Bon-Ton Stores, Inc.
The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 263 stores, which
includes nine furniture galleries and four clearance centers, in 25
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates. The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings. The Bon-Ton Stores, Inc. is an active and
positive participant in the communities it serves. For further
information, please visit http://investors.bonton.com.
Bon-Ton Stores reported a net loss of $63.41 million on $2.60
billion of net sales for the fiscal year ended Jan. 28, 2017,
compared to a net loss of $57.05 million on $2.71 billion of net
sales for the fiscal year ended Jan. 30, 2016. As of Jan. 28,
2017, Bon-Ton Stores had $1.50 billion in total assets, $1.52
billion in total liabilities and a total shareholders' deficit of
$22.78 million.
* * *
As reported in the TCR on Dec. 4, 2015, Moody's Investors Service
downgraded Bon-Ton Stores's Corporate Family Rating to 'Caa1' from
'B3'. The company's Speculative Grade Liquidity rating was
affirmed at SGL-2. The rating outlook is stable. The downgrade
considers the continuing and persistent negative pressure on
Bon-Ton's revenue and EBITDA margins which has been accelerating
during the course of fiscal 2015.
As reported by the TCR on Aug. 22, 2016, S&P Global Ratings raised
its corporate credit rating on Bon-Ton Stores to 'CCC+' from 'CCC'.
The outlook remains negative. "The upgrade reflects our view of
Bon-Ton's somewhat improved liquidity after refinancing its A-1 ABL
term loan tranche with an extended maturity to March 2021 and
enhanced liquidity from the additional $50 million in borrowing
capacity to address upcoming debt maturity in 2017.
BOWLMOR AMF: S&P Puts 'B' CCR on CreditWatch Negative
-----------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit rating on
Mechanicsville, Va.-based Bowlmor AMF Corp. on CreditWatch with
negative implications.
The issue-level ratings on AMF Bowling Centers, Inc.'s $30 million
revolver due 2021, the $470 million first-lien term loan due 2023,
and the $130 million second-lien term loan due 2024 are unchanged
because of change of control provisions in the credit agreements,
and there are financing commitments in place to complete the
acquisition. At transaction closing, S&P expects they will be
refinanced and that S&P will withdraw the issue-level ratings.
"The CreditWatch listing reflects the undisclosed financial terms
of the proposed acquisition, uncertainty about Bowlmor's pro forma
capital structure, and the possibility that the company's adjusted
leverage may increase compared to current forecasted credit
measures," said S&P Global Ratings credit analyst Jing Li.
S&P plans to resolve the CreditWatch listing in the coming weeks
once financial terms are available and S&P has assessed the impact
of the proposed capital structure and the sponsor's financial
policy on forecasted lease-adjusted credit measures. S&P's review
will also assess anticipated liquidity sources and uses, revenue
performance, and cost management through 2018. S&P believes a
downgrade, if it occurs, will likely be limited to one notch.
BREITBURN ENERGY: Creditors Frown on Exclusivity Extensions Bid
---------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that a group of
Breitburn Energy Partners LP et al. equity holders and secured
lenders told the U.S. Bankruptcy Court for the Southern District of
New York that the Debtor has abandoned assurances to actively
involve them in restructuring talks and should not enjoy
unconditional extensions to its Chapter 11 plan exclusivity
period.
The ad hoc group of certain holders, or investment advisors or
managers of beneficial holders, of (i) the 7.875% senior notes due
in 2022 issued by the Debtors and (ii) the 8.625% senior notes due
in 2020 issued by the Debtors, comprising holders, or investment
advisors or managers of beneficial holders, of in excess of 34% of
the Unsecured Notes, by and through its undersigned counsel, filed
a reservation of rights with respect to the motion of Debtors for
further extension of exclusive periods.
The Ad Hoc Unsecured Noteholder Group says that to date, despite
the length of time that these Chapter 11 cases have been pending
and several extensions of the Debtors' exclusive plan filing and
solicitation periods, the Debtors have not yet reached an agreement
with their key stakeholders on the terms of a plan of
reorganization, and no viable plan has been filed with the Court.
In the event that no tangible progress is made to advance these
chapter 11 cases prior to the hearing on the exclusivity motion,
the Ad Hoc Unsecured Noteholder Group reserves its right to object
to any extension of the Debtors' exclusive plan filing and
solicitation periods at the hearing. This Reservation of Rights is
submitted without prejudice to, and with a full reservation of, the
Ad Hoc Unsecured Noteholder Group's rights, claims, defenses and
remedies, including the right to amend, modify or supplement this
Reservation of Rights prior to the hearing on the exclusivity
motion.
The Ad Hoc Unsecured Noteholder Group is represented by:
Ira S. Dizengoff, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, New York 10036
Tel: (212) 872-1000
Fax: (212) 872-1002
E-mail: idizengoff@akingump.com
-- and --
Scott L. Alberino, Esq.
Kevin M. Eide, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
1333 New Hampshire Avenue, N.W.
Washington, DC 20036
Tel: (202) 887-4000
Fax: (202) 887-4288
E-mail: salberino@akingump.com
keide@akingump.com
About Breitburn Energy
Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016,
listing assets of $4.71 billion and liabilities of $3.41 billion.
The petitions were signed by James G. Jackson, executive vice
president and chief financial officer.
The Debtors are represented by Ray C Schrock, Esq., and Stephen
Karotkin, Esq., at Weil Gotshal & Manges LLP. The Debtors hired
Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The
Debtors tapped Alvarez & Marsal North America, LLC, as financial
advisor; Lazard Freres & Co. LLC as investment banker; and Prime
Clerk LLC as claims and noticing agent.
Breitburn Energy et al., are an independent oil and gas Partnership
engaged in the acquisition, exploitation and development of oil and
natural gas properties, Midstream Assets, and a combination of
ethane, propane, butane and natural gasoline that when removed from
natural gas become liquid under various levels of higher pressure
and lower temperature, in the United States. The Debtors conduct
their operations through Breitburn Parent's wholly-owned
subsidiary, Breitburn Operating LP, and BOLP's general partner,
Breitburn Operating GP LLC.
The U.S. trustee for Region 2 appointed three creditors of
Breitburn Energy Partners LP and its affiliates to serve on the
official committee of unsecured creditors, and on Nov. 15, 2016,
the U.S. Trustee appointed seven creditors of Breitburn Energy
Partners LP and its affiliated debtors to serve on the official
committee of unsecured creditors.
BUCKTAIL MEDICAL: Healthland and AHT Oppose Disclosure Statement
----------------------------------------------------------------
Healthland, Inc. and American HealthTech, Inc. object to The
Bucktail Medical Center's disclosure statement in support of its
plan of reorganization, dated April 6, 2017.
Healthland and AHT contend that the Disclosure Statement
misrepresents the Debtor's discussions with Healthland about the
Debtor's plan "prospectively" to assume the Debtor's executory
contracts with Healthland and AHT, and treatment of the
pre-petition arrearage owed by the Debtor to Healthland and AHT.
Effective on June 11, 2011, Healthland and the Debtor entered into
a Centriq Hosted License Agreement whereby Healthland agreed to
provide the Debtor with certain IT services.
Effective on August 16, 2013, AHT and the Debtor entered into a
Software License Agreement whereby AHT agreed to provide the Debtor
with certain software and licensing services.
Both the Healthland Claim and the AHT Claim represent pre-petition
amounts due, respectively, under Healthland Agreement and the AHT
Agreement, and are monetary defaults under such agreements that
must be cured as a condition to assumption of the agreements.
Here, Healthland and AHT complain that the Debtor makes several
false statements in its Disclosure Statement, at least warranting
denial of its approval.
The Debtor has had no communications with Healthland or AHT, either
directly, through their counsel, or otherwise, about a
"prospective" assumption of the Healthand Agreement or the AHT
Agreement; and neither Healthland nor AHT consent to the Debtor's
assumption of their respective agreement on the terms proposed in
the Disclosure Statement or Chapter 11 Plan. In such regards, the
Disclosure Statement is false.
Further, no communications have transpired, and no agreement has
been reached, as to a cure of the accrued pre-petition arrearages
under the Healthland Agreement or the AHT Agreement.
Moreover, the Disclosure Statement should not be approved for the
independent reason that it relates to a proposed plan of
reorganization that is unconfirmable as a matter of law. The
Chapter 11 Plan does not comply with all requirements of section
1129 of the Bankruptcy Code.
From the cited reasons, Healthland and AHT request that the Court
deny approval of the Debtor's Disclosure Statement, and request
such other and further relief as the Court deems just and proper.
The Troubled Company Reporter previously reported that under the
plan, holders of Class 16 General Unsecured Claims will receive a
one-time distribution as payment in full of the allowed claim equal
to 5% of the allowed amount of the Class 16 claim, however, the
total distribution to Class 16 allowed claims is capped at
$60,000.
The Debtor will obtain a line of credit from its secured lender,
Santander Bank, N.A., to allow for the one-time lump sum
distribution to its general unsecured creditors holding claims not
entitled to priority, as well as payment of the consumer claims
and, together with the Debtor's Bankruptcy Reserves, the payment
administrative fees of professionals, and the amounts needed to
cure the arrearages of than the assumed contracts of HHS, EmCare,
and Healthland.
The Disclosure Statement is available at:
http://bankrupt.com/misc/pamb15-04297-203.pdf
Counsel for Healthland, Inc. and American HealthTech, Inc.:
John C. Kilgannon, Esq.
STEVENS & LEE, P.C.
1818 Market Street, 29th Floor
Philadelphia, PA 19103
Telephone: (215) 751-1943
Email: jck@stevenslee.com
-- and --
John D. Demmy, Esq.
STEVENS & LEE, P.C.
919 North Market Street, Suite 1300
Wilmington, Delaware 19801
Telephone: (302) 425-3308
Email: jdd@stevenslee.com
About Bucktail Medical Center
The Bucktail Medical Center owns and operates a 21-bed Critical
Access Hospital, a 43 bed skilled nursing care facility, a basic
life-support ambulance, and a community health clinic.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 15-04297) on Oct. 2, 2015. The Debtor's petition was
signed by Timothy Reeves, CEO.
Hon. John J. Thomas presides over the case. Kevin Joseph Petak,
Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe &
Rose, LLC, serves as counsel to the Debtors.
In its petition, Bucktail Medical Center estimated $0 to 50,000 in
assets and $1 million to $10 million in liabilities.
BUCKTAIL MEDICAL: Jersey Shore Seeks Rejection of Plan Disclosures
------------------------------------------------------------------
Jersey Shore Hospital files a limited objection to The Bucktail
Medical Center's disclosure statement in support of its plan of
reorganization, dated April 6, 2017.
Jersey Shore Hospital has an allowed claim against Debtor the in
the amount of $18,663.35, but the Disclosure Statement listed
Jersey Shore as only having a claim in the amount of $12,533.71.
The hospital filed a timely proof of claim in the amount of
$18,663.35, on April 22, 2016, which Debtor did not object to.
Jersey Shore, thus, objects to the Debtor's disclosure statement to
the extent it does not provide for the correct amount owed to
Jersey Shore Hospital, per Jersey Shore Hospital's allowed claim.
For the said reason, Jersey Shore Hospital requests that the
Honorable Court disapproves the Debtor's Disclosure Statement
together with such other relief as the Court finds appropriate.
As reported by The Troubled Company Reporter, under the plan,
holders of Class 16 General Unsecured Claims will receive a
one-time distribution as payment in full of the allowed claim equal
to 5% of the allowed amount of the Class 16 claim, however, the
total distribution to Class 16 allowed claims is capped at
$60,000.
Repayment will be consistent with the Debtor's cash flow, allowing
the Debtor to continue operations and meet the needs of the
community and the Code as to its creditors, and the meet its
obligations to its secured creditors Santander and Siemens, as well
as to make the specified lump sum payments for the benefit of the
holders of allowed general unsecured claims not entitled to
priority, consumer claims, and its administrative and priority
claims.
The Disclosure Statement is available at:
http://bankrupt.com/misc/pamb15-04297-203.pdf
Attorney for Jersey Shore Hospital:
Vera N. Kanova, Esquire
METTE, EVANS & WOODSIDE
3401 N. Front Street
Harrisburg, PA 17110
Telephone: (717) 232-5000
About Bucktail Medical Center
The Bucktail Medical Center owns and operates a 21-bed Critical
Access Hospital, a 43 bed skilled nursing care facility, a basic
life-support ambulance, and a community health clinic.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 15-04297) on Oct. 2, 2015. The Debtor's petition was
signed by Timothy Reeves, CEO.
Hon. John J. Thomas presides over the case. Kevin Joseph Petak,
Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe &
Rose, LLC, serves as counsel to the Debtors.
In its petition, Bucktail Medical Center estimated $0 to 50,000 in
assets and $1 million to $10 million in liabilities.
BUILDERS FIRSTSOURCE: Moody's Hikes CFR to B2; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded Builders FirstSource, Inc.'s
Corporate Family Rating to B2 from B3 and its Probability of
Default Rating to B2-PD from B3-PD, since Moody's projects key
credit metrics will continue to improve over the next 12 to 18
months. In related rating actions, Moody's upgraded BLDR's
liquidity rating to SGL-2 from SGL-3, and its senior unsecured
notes to Caa1 from Caa2. The B3 rating assigned to the company's
senior secured term loan and senior secured notes are not impacted
by these rating actions. The rating outlook remains stable.
The following ratings/assessments are affected by action:
Corporate Family Rating upgraded to B2 from B3;
Probability of Default Rating upgraded to B2-PD from B3-PD;
Senior secured term loan due 2024 affirmed at B3 (LGD4);
Senior secured notes due 2024 affirmed at B3 (LGD4);
Senior unsecured notes due 2023 upgraded to Caa1 (LGD6) from Caa2
(LGD6).
Speculative Grade Liquidity Rating upgraded to SGL-2 from SGL-3.
RATINGS RATIONALE
Builders's Corporate Family Rating upgrade to B2 from B3 is the
result of Moody's expectations for improved credit metrics, due to
a combination of better earnings derived from volume growth and
operating leverage. Over the next 12 to 18 months, Moody's projects
revenues growing by 4.5% to about $6.8 billion from $6.5 billion
for twelve months through March 31, 2017, and adjusted debt
leverage nearing 4.0x by year-end 2018 from 5.3x at 1Q17. Adjusted
interest coverage, measured as EBITA-interest expense, will improve
towards 2.5x from 1.6x for LTM 1Q17. Moody's forward views includes
repayment of debt from free cash flow.
Fundamentals of new housing construction, from which BLDR derives
about 75% of its revenue, remain sound. Moody's projects new
housing starts could reach 1.25 million in 2017 (a 7% increase from
about 1.17 million in 2016) and maintains a positive outlook for
the domestic homebuilding industry. The balance of revenues is
derived from domestic repair and remodeling activity, which is
exhibiting solid growth prospects.
The upgrade of BLDR's liquidity rating to SGL-2 from SGL-3 reflects
better free cash generation throughout the year relative to
previous years. Moody's anticipates excess free cash flow will be
used to reduce debt and for small acquisitions. Good revolver
availability is more than sufficient to meet any potential
shortfall in operating cash flow to cover its working capital and
capital expenditure needs.
The B3 rating assigned to both the $466.5 million senior secured
term loan maturing 2024 and $750 million senior secured notes due
2024 are not impacted by the upgrade in Builders' corporate family
rating. The company earlier this year increased its revolving
credit facility to $900 million from $800 million, effectively
subordinating these credit facilities to an additional $100 million
in more senior debt, reducing recovery values and resulting in no
upgrade. However, the rating upgrade assigned to $368 million
unsecured notes due 2023 to Caa1 from Caa2 is based on the higher
corporate family rating, a key element in the loss given default
model.
Positive rating actions could ensue if Builders's performance
exceeds Moody's forecasts and yields the following credit metrics
(ratio includes Moody's standard adjustments) and characteristics:
-- Operating margin nearing 5.0%
-- Debt-to-EBITDA sustained below 4.0x
-- Permanent debt reduction or a better liquidity profile
Negative rating pressures may result if BLDR performs below Moody's
expectations, resulting in the following credit metrics (ratios
include Moody's standard adjustments) and characteristics:
-- Operating margin contracting towards 2.5%
-- Debt-to-EBITDA sustained above 5.0x
-- EBITA-to-interest expense remains below 2.0x
-- Significant deterioration in the company's liquidity profile
-- Sizeable dividends
-- Large debt-financed acquisitions
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
Builders FirstSource, Inc., headquartered in Dallas, TX, is one of
the largest North American distributors of building materials. BLDR
sells its products and services to contractors and consumers for
repair and remodeling activity and new housing construction. JLL
Partners, through its respective affiliates, is the largest
shareholder. Revenues for the 12 months through March 31, 2017,
totaled approximately $6.5 billion.
BUILDING CONSTRUCTION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Building Construction, Inc.
P O Box 595
108 North 5th Street
Sundance, WY 82729
Business Description: Building Construction is a small business
Debtor as defined in 11 U.S.C. Section
101(51D). The Company doesn't have any
real property. Its assets only total
$87,500, comprising of $10,000 in accounts
receivable and $77,500 in machinery and
equipment.
Chapter 11 Petition Date: June 9, 2017
Case No.: 17-20458
Court: United States Bankruptcy Court
District of Wyoming (Cheyenne)
Judge: Hon. Cathleen D. Parker
Debtor's Counsel: Paul Hunter, Esq.
PAUL HUNTER
2616 Central Avenue
Cheyenne, WY 82001
Tel: 307-637-0212
Fax: 307-637-0262
E-mail: attypaulhunter@prodigy.net
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brandy Chauvin, owner.
The Debtor did not file a list of its 20 largest unsecured
creditors on the Petition Date.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/wyb17-20458.pdf
CALATLANTIC GROUP: Fitch Rates $350MM Unsec Notes Due 2027 'BB/RR4'
-------------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR4' rating to CalAtlantic Group,
Inc.'s (NYSE: CAA) $350 million 5% senior unsecured notes due 2027.
The Rating Outlook is Stable. The company intends to use the net
proceeds from the notes offering for general corporate purposes,
which may include acquisition of land or other home building
companies, land development, home construction, repurchase of its
common stock and repurchases or repayment of its debt, including
repayment or repurchasing of its 1.25% convertible senior notes due
2032.
The company intends to issue a notice of redemption to the holders
of its 1.25% convertible senior notes due 2032, pursuant to which
CAA will redeem the notes at a price of 100% of the principal
amount, plus accrued and unpaid interest, on Aug. 7, 2017. The
holders of the notes are entitled to require CAA to repurchase
their notes on Aug. 1, 2017 at a price of 100% of the principal
amount, plus accrued and unpaid interest.
KEY RATING DRIVERS
The ratings for CAA reflect the company's execution of its business
model in the current moderately recovering housing environment, its
land policies, and geographic diversity. The ratings are also
supported by the company's improving financial results and credit
metrics following the merger with The Ryland Group (Ryland) in
October 2015. Risk factors include the cyclical nature of the
homebuilding industry.
The ratings also take into account CAA's share repurchase program.
In July 2016, CAA's board authorized a $500 million share
repurchase program, replacing the previous $200 million
authorization put in place in February 2016. As of June 6, 2017,
the company repurchased and retired approximately 4.7 million
shares of its common stock for $157.1 million. As of June 6, 2017,
CAA had $342.9 million remaining under its authorization.
On June 7, 2017, the company announced the proposed public offering
by MP CA Homes LLC (MP CA Homes), an affiliate of MatlinPatterson
Global Advisers LLC, of 10 million shares of the aggregate 42.8
million shares of CAA stock held by MP CA Homes. MP CA Homes also
expects to grant the underwriters of the offering an option to
purchase up to an additional 1.5 million shares. CAA will not sell
any shares and will not receive any of the proceeds from the sale
by MP CA Homes.
CAA also entered into an agreement with MP CA Homes to repurchase
shares of the company's common stock from MP CA Homes in an
aggregate amount of up to $100 million in a private,
non-underwritten transaction. The share repurchase is expected to
be consummated concurrently with the announced public offering and
is conditioned upon the closing of the public offering. CAA intends
to fund the share repurchase from cash on hand.
IMPROVING CREDIT METRICS
CAA's net debt (homebuilding debt less unrestricted homebuilding
cash) to capitalization declined from 53.7% at the end of 2014 to
46.4% at the conclusion of 2015, 43.4% at the end of 2016, and
43.3% at March 31, 2017. Debt to EBITDA improved from 4.5x at the
end of 2014 to 3.5x at the end of 2016. Interest coverage rose from
3.1x during 2014 to 3.4x in 2015 and 4.2x for the year ended 2016.
Fitch expects further improvement in these credit metrics,
including debt to EBITDA at or below 3.5x and interest coverage
approaching 5x by the end of 2017. Additionally, net debt to
capitalization is projected to remain below 45% by the end of
2017.
LAND POSITION AND SPENDING
As of March 31, 2017, the company owned and controlled 64,903 lots,
of which 78.6% were owned and the remaining lots controlled through
options and joint ventures. Total lots owned and controlled
declined 5.8% year-over-year (YOY) as the owned land position fell
1.6% and its lots controlled through options fell 18.2%.
Based on LTM closings, CAA's total lots controlled declined from
about 5.6 years at the conclusion of 2015 to 4.6 years at year-end
2016 and 4.5 years currently. Owned lots fell from 4.2 years at the
end of 2015 to 3.6 years at year-end 2016 and 3.5 years currently.
The company's current lot position is slightly below the average
while its owned lot position is slightly above the average of
issuers in Fitch's homebuilding coverage. The company ultimately
wants to reduce its total controlled lots to about four years based
on a trailing 12 months basis.
CAA's land and development spending totalled $1.6 billion on a pro
forma basis during 2015. In 2016, the company invested
approximately $1.6 billion in land and development spending. During
2017, the company is targeting about $1.6 billion to $2 billion of
land and development expenditures. At this level of spending, Fitch
expects CAA will be modestly cash flow positive for the year.
Fitch is comfortable with this real estate strategy given the
company's strong liquidity position and management's demonstrated
ability to manage its spending. Management reiterated that land and
development spending will remain a priority, but the company will
adhere to its strict underwriting guidelines. Additionally, Fitch
expects management will pull back on spending if the current
recovery in housing stalls or dissipates.
LIQUIDITY AND CASH FLOW
As of March 31, 2017, CAA had unrestricted cash of $143.9 million
and $643.5 million of availability under its $750 million revolving
credit facility that matures in October 2019.
The company generated positive cash flow from operations (CFFO) of
$322.3 million during 2016 after reporting negative CFFO of $362.4
million during 2014 and negative $271.5 million during 2015. For
the latest 12 months (LTM) period ending March 31, 2017, CAA
generated $441.7 million of CFFO. Fitch expects CAA will continue
to generate positive CFFO, perhaps a similar amount in 2017 as it
was in 2016.
CAA has meaningful debt coming due in the next 12 months, including
$575 million of senior notes coming due in May 2018 and $225
million of convertible senior notes maturing in May 2018.
Additionally, holders of the company's $253 million 1.25%
convertible senior notes due 2032 may require the company to
purchase all or any portion of their notes for cash on Aug. 1,
2017. CAA has shown the ability to access the capital markets,
including issuing $225 million of add-on notes to its existing 2024
and 2026 notes in April 2017.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for CAA include:
-- Fitch expects the housing upcycle to continue in 2017, with
single-family housing starts advancing 10% while new and
existing home sales improve 10% and 1.7%, respectively;
-- CAA's homebuilding revenues increase about 7%-10% in 2017;
-- The company's net debt to capitalization ratio settles below
45% at year-end 2017;
-- CAA continues to generate positive cash flow from operations,
perhaps a similar amount in 2017 as it was in 2016;
-- The company makes moderate share repurchases, funded primarily
with free cash flow (FCF);
-- CAA maintains an adequate liquidity position (above $500
million) with a combination of unrestricted cash and revolver
availability.
RATING SENSITIVITIES
Positive rating actions may be considered if CAA shows further
steady improvement in credit metrics (such as net debt to
capitalization ratio consistently approaching 40%), while
maintaining a healthy liquidity position (in excess of $700 million
in a combination of cash and revolver availability) and continues
generating consistent positive CFFO as it manages its land and
development spending.
Negative rating actions may be considered if there is sustained
erosion of profits due to either weak housing activity, meaningful
and continued loss of market share, and/or ongoing land, materials
and labor cost pressures (resulting in margin contraction and
weakened credit metrics, including net debt to capitalization
sustained at or above 50%) and CAA maintains an overly aggressive
land and development spending program that leads to consistent
negative CFFO, higher debt levels and diminished liquidity
position. In particular, Fitch will be focused on assessing the
company's ability to repay debt maturities with available liquidity
and internally generated cash flow.
Negative rating actions may also be considered if the company
executes on a meaningful share repurchase program that is funded
primarily by debt, leading to weaker credit metrics and diminished
liquidity position.
FULL LIST OF RATING ACTIONS
Fitch currently rates CAA as follows:
-- Long-Term IDR 'BB';
-- Senior unsecured notes 'BB/RR4';
-- Unsecured revolving credit facility 'BB/RR4'.
The Recovery Rating of '4' for CAA's unsecured debt and revolving
credit facility support a rating of 'BB', and reflects average
recovery prospects in a distressed scenario.
The Rating Outlook is Stable.
CALFRAC HOLDINGS: Moody's Hikes CFR to Caa2; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Calfrac Holdings, LP's Corporate
Family Rating (CFR) to Caa2 from Caa3, Probability of Default
Rating to Caa2-PD from Caa3-PD, senior unsecured notes rating to
Caa3 from Ca, and Speculative Grade Liquidity Rating to SGL-3 from
SGL-4. The rating outlook was changed to stable from negative.
"The upgrade reflects the improving pressure pumping subsector that
will lead to better EBITDA generation for Calfrac improving its
liquidity and allowing it to fully cover its interest expense",
said Paresh Chari Moody's Assistant Vice President. "However,
Calfrac's debt burden is large which will keep leverage and
interest coverage metrics weak."
Upgrades:
Issuer: Calfrac Holdings, LP
-- Probability of Default Rating, Upgraded to Caa2-PD from Caa3-
PD
-- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
SGL-4
-- Corporate Family Rating, Upgraded to Caa2 from Caa3
-- Senior Unsecured Regular Bond/Debenture, Upgraded to
Caa3(LGD4) from Ca(LGD4)
Outlook Actions:
Issuer: Calfrac Holdings, LP
-- Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Calfrac's Caa2 Corporate Family Rating (CFR) reflects expected high
leverage (11x in 2017) and weak interest coverage (around 1x in
2017), driven by its concentration and exposure to the weak oil and
gas pressure pumping market. Conditions in the segment are weak due
to pricing pressure and low utilization rates. This is compounded
by Moody's expectations that Calfrac will have significant negative
free cash flow in 2017. Moody's is cautiously optimistic that the
company can grow EBITDA significantly in late 2017 and 2018 given
the rebound in drilling activity and greater need for pressure
pumping equipment that could lead to better pricing and higher
utilization.
Calfrac's SGL-3 liquidity rating reflects adequate liquidity. As of
March 31, 2017, Calfrac had C$86 million of cash and C$283 million
available under its C$300 million revolving credit facility due
September 2018. Moody's expects Calfrac will incur about C$150
million in negative free cash flow through 2017, which will need to
be funded with cash and revolver drawings. Moody's expects Calfrac
to remain in compliance with its three financial covenants through
this period, but use the equity cures to do so. Calfrac's C$200
million second lien term loan and US$600 senior unsecured notes are
due 2020. Alternative liquidity is limited given that all North
American assets are pledged to the revolver lenders.
In accordance with Moody's Loss Given Default Methodology, the
US$600 million senior unsecured notes are rated Caa3, one notch
below the Caa2 CFR, because of the priority ranking C$270 million
secured credit facilities and C$200 million second lien term loan.
The stable outlook reflects Moody's views that the company will
maintain 1x EBITDA to interest and 10x debt to EBITDA through
mid-2018.
The ratings could be upgraded if there is a significant improvement
in business conditions leading to EBITDA to interest approaching
2x, debt to EBITDA around 7x, with adequate liquidity maintained.
The ratings could be downgraded if liquidity weakens or EBITDA to
interest falls below 1x.
Calfrac Holdings, LP, an indirectly wholly owned subsidiary of
Calfrac Well Services Ltd. Calfrac Well Services Ltd. is a Calgary,
Alberta-based provider of hydraulic fracturing services to
exploration and production companies.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.
CANZONE PLASTER: Taps Coder & Company as Accountant
---------------------------------------------------
Canzone Plaster and Tile, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire an
accountant.
The Debtor proposes to hire Coder & Company CPAs to prepare its
operating reports and tax filings, and provide other accounting
services related to its Chapter 11 case.
The hourly rates charged by the firm are
Partners $225
Staff Accountants $150
Paraprofessionals $90
Administrative Assistant $90
Ken Coder, a certified public accountant, disclosed in a court
filing that he does not represent or hold any interest adverse to
the Debtor's bankruptcy estate.
The firm can be reached through:
Ken Coder
Coder & Company CPAs
40 Underhill Boulevard
Syosset, NY 11791
Phone: (516) 520-7111
About Canzone Plaster and Tile
Canzone Plaster and Tile, Inc. is a privately-held company in Mount
Vernon, New York that sells and manufactures ceramic tiles.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 17-22417) on March 20, 2017. The
petition was signed by Frank Canzone, chief executive officer. The
case is assigned to Judge Robert D. Drain.
The Debtor has hired DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP as bankruptcy counsel.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
The deadline for the Debtor to file its Chapter 11 plan and
disclosure statement is July 18, 2017.
CANZONE PLASTER: Taps Meltzer Lippe as Special Counsel
------------------------------------------------------
Canzone Plaster and Tile, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Meltzer, Lippe, Goldstein & Breitsone.
The firm will serve as special counsel to the Debtor in connection
with its dispute with the trustees of the Teamsters Local 456
Pension, Health & Welfare, Annuity, Education & Training, Industry
Advancement and Legal Services Funds and the Westchester Teamsters
Local Union No. 456.
The hourly rates charged by the firm are:
Partners $405 - $425
Of Counsel $350 - $375
Associates $275
Paralegals $190
Law clerks $135
Frank Canzone, the Debtor's principal, paid the firm a retainer in
the amount of $15,000.
Richard Howard, Esq., at Meltzer, disclosed in a court filing that
his firm does not represent or hold any interests adverse to the
Debtor and its bankruptcy estate.
The firm can be reached through:
Richard M. Howard, Esq.
Meltzer, Lippe, Goldstein & Breitsone
190 Willis Avenue
Mineola, NY 11501
Phone: 516-747-0300
Fax: 516-747-0653
Email: theadvantage@meltzerlippe.com
About Canzone Plaster and Tile
Canzone Plaster and Tile, Inc. is a privately-held company in Mount
Vernon, New York that sells and manufactures ceramic tiles.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 17-22417) on March 20, 2017. The
petition was signed by Frank Canzone, chief executive officer. The
case is assigned to Judge Robert D. Drain.
The Debtor has hired DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP as bankruptcy counsel.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
The deadline for the Debtor to file its Chapter 11 plan and
disclosure statement is July 18, 2017.
CEF ENERGY: Case Summary & Unsecured Creditors
----------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions on
June 8, 2017:
Debtor Case No.
------ --------
CEF Energy, LLC 17-00698
d/b/a Cummings Oil
106 Center Street
Elgin, IA 52141
Dawson Oil Company, LLC 17-00700
106 Center Street
Elgin, IA 52141
About the Debtors: CEF Energy and Dawson Oil Company are units of
Fauser Energy Resources, Inc., which markets
and distributes propane and petroleum products
to residential, farm, construction, commercial,
aviation, and industrial customers in the upper
Midwest.
Pending bankruptcy cases of affiliates:
Debtor Case No.
------ --------
Fauser Energy Resources, Inc. 17-00463
106 Center Street
Elgin, IA 52141
Petition Date: 4/24/2017
Fauser Transport, Inc. 17-00464
106 Center Street
Elgin, IA 52141
Petition Date: 4/24/2017
Fauser Oil Co., Inc. 17-00466
Petition Date: 4/24/2017
Ron's L.P. Gas Service, LLC 17-00467
Petition Date: 4/24/2017
Paul & Kendra Fauser 17-00509
Petition Date: 5/02/2017
Court: United States Bankruptcy Court
Northern District of Iowa (Waterloo)
Judge: Hon. Thad J. Collins
Debtors' Counsel: Yara El-Farhan Halloush, Esq.
HALLOUSH LAW OFFICE, P.C.
1930 St Andrews Ct NE
Cedar Rapids, IA 52402
Tel: 319-560-9430
E-mail: yelfarhan1@hotmail.com
Estimated Estimated
Assets Liabilities
---------- -----------
CEF Energy, LLC $100K-$500K $1M-$10M
Dawson Oil Company $100K-$500K $1M-$10M
The petitions were signed by Kyle Decker, treasurer.
CEF Energy's list of three unsecured creditors is available for
free at http://bankrupt.com/misc/ianb17-00698.pdf
Dawson Oil Company's list of three unsecured creditors is available
for free at http://bankrupt.com/misc/ianb17-00700.pdf
CHAMPION EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Champion Excavation Inc.
PO Box 1400
Aumsville, OR 97325-1400
Business Description: Champion Excavation a privately held company
in Aumsville, Oregon, and is an excavating
contractor. It is a small business debtor
as defined in 11 U.S.C. Section 101(51D).
Chapter 11 Petition Date: June 9, 2017
Case No.: 17-61839
Court: United States Bankruptcy Court
District of Oregon
Judge: Hon. David W Hercher
Debtor's Counsel: Keith Y Boyd, Esq.
THE LAW OFFICES OF KEITH Y. BOYD
724 S Central Ave #106
Medford, OR 97501
Tel: (541) 973-2422
E-mail: ecf@boydlegal.net
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dwayne Deesing, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/orb17-61839.pdf
CHESAPEAKE ENERGY: Issued $750M 8.00% Senior Notes due 2027
-----------------------------------------------------------
On June 6, 2017, Chesapeake Energy Corporation and certain
subsidiary guarantors entered into a seventh supplemental indenture
to an Indenture dated as of April 24, 2014, each among the Company,
the Guarantors and Deutsche Bank Trust Company Americas, as
trustee, under which the Company issued $750,000,000 aggregate
principal amount of 8.00% Senior Notes due 2027 in a private
placement conducted pursuant to Rule 144A and Regulation S under
the Securities Act of 1933, as amended.
The Notes will initially be guaranteed on a senior, unsecured basis
by all of the Company's subsidiaries that guarantee its revolving
credit facility, secured term loan, senior secured second lien
notes and other unsecured notes. In the future, the guarantees may
be released and terminated under certain circumstances.
The Notes bear interest at a rate of 8.00% per year, payable
semi-annually in arrears on each June 15 and December 15 of each
year, beginning on Dec. 15, 2017. The Notes will mature on June
15, 2027. The Company may redeem some or all of the Notes at any
time prior to June 15, 2022, at a price equal to 100% of the
principal amount of the Notes to be redeemed plus a "make-whole"
premium. At any time prior to June 15, 2020, the Company also may
redeem up to 35% of the aggregate principal amount of the Notes
with an amount of cash not greater than the net cash proceeds of
certain equity offerings at a redemption price of 108.00% of the
principal amount of the Notes, if at least 65% of the aggregate
principal amount of the Notes issued under the Indenture remains
outstanding immediately after such redemption and the redemption
occurs within 180 days after the closing date of such equity
offering. In addition, the Company may redeem some or all of the
Notes at any time on or after June 15, 2022, at the redemption
prices set forth in the Supplemental Indenture. In connection with
any redemption, the Company will also pay any accrued and unpaid
interest to, but not including, the redemption date. If the
Company or certain of its subsidiaries enter into certain
sale-leaseback transactions and do not reinvest the proceeds or
repay certain senior debt, the Company must offer to repurchase the
Notes.
The Indenture contains customary events of default. If an event of
default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the outstanding Notes may declare
the unpaid principal of, and any premium and accrued and unpaid
interest, on all the Notes then outstanding to be due and payable.
In case of certain events of bankruptcy, insolvency or
reorganization involving the Company or the Guarantors, all of the
principal of and accrued and unpaid interest on the Notes will
automatically become due and payable. Upon such a declaration of
acceleration, such principal and accrued and unpaid interest, if
any, will be due and payable immediately.
Registration Rights Agreement
In connection with the issuance of the Notes, the Company and
Citigroup Global Markets Inc., for itself and on behalf of the
several initial purchasers of the Notes, entered into a
Registration Rights Agreement, dated as of June 6, 2017, which will
give holders of the Notes certain exchange and registration rights
with respect to the Notes. Pursuant to the Registration Rights
Agreement, the Company and the Guarantors have agreed to use
commercially reasonable efforts to file an exchange offer
registration statement with the Securities and Exchange Commission
and to have the registration statement declared effective and to
complete an exchange offer on or prior to Nov. 28, 2018. Further,
under certain circumstances, in lieu of, or in addition to, a
registered exchange offer, the Company and the Guarantors are
required to use commercially reasonable efforts to cause to become
effective a shelf registration statement relating to the resale of
the Notes. The Company and the Guarantors are required to pay
additional interest if they fail to comply with their obligations
to register the Notes within the specified time periods.
About Chesapeake Energy
Chesapeake Energy Corporation (NYSE: CHK) is a petroleum and
natural gas exploration and production company headquartered in
Oklahoma City, Oklahoma. The company was founded in 1989 by Aubrey
McClendon and Tom L. Ward with only a $50,000 initial investment.
As of Dec. 31, 2016, it owned interests in approximately 22,700 oil
and natural gas wells. It has positions in resource plays of the
Eagle Ford Shale in South Texas, the Utica Shale in Ohio, the
Anadarko Basin in northwestern Oklahoma and the stacked pay in the
Powder River Basin in Wyoming. Its natural gas resource plays are
the Haynesville/Bossier Shales in northwestern Louisiana and East
Texas and the Marcellus Shale in the northern Appalachian Basin in
Pennsylvania.
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.
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.
* * *
In January 2017, S&P Global Ratings raised its corporate credit
rating on Chesapeake Energy 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'.
CHINA FISHERY: Has Until November to Exclusively File Plan
----------------------------------------------------------
Ryan Boysen, writing for Bankruptcy Law360, reports that the Hon.
James Garrity of the U.S. Bankruptcy Court for the Southern
District of New York has extended, at the behest of China Fishery
Group Ltd., the exclusive period to file a Chapter 11 plan until
November 2017 and the period for the Debtor to solicit support for
the plan until January 2018.
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016. The petition was signed
by Ng Puay Yee, chief executive officer. The cases are assigned to
Judge James L. Garrity Jr.
At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CLAIRE'S STORES: Reports Net Sales of $299.6-M for Q1 Fiscal 2017
-----------------------------------------------------------------
Claire's Stores, Inc., reported its financial results for the
fiscal 2017 first quarter, which ended April 29, 2017.
The Company reported a net loss of $6.75 million for the three
months ended April 29, 2017, compared to a net loss of $38.75
million for the three months ended April 30, 2016.
The Company reported net sales of $299.6 million for the fiscal
2017 first quarter, flat compared to the fiscal 2016 first quarter.
Net sales were affected by an increase in same store sales and an
increase in new concession store sales and new store sales, offset
by the effect of store closures, an unfavorable foreign currency
translation effect of the Company's non-U.S. net sales and
decreased shipments to franchisees. Net sales would have increased
2.4% excluding the impact of foreign currency exchange rate
changes.
Consolidated same store sales increased 4.4%, with North America
same store sales increasing 0.3% and Europe same store sales
increasing 13.0%. The Company computes same store sales on a local
currency basis, which eliminates any impact from changes in foreign
currency exchange rates. For the fiscal 2017 second
quarter-to-date period, consolidated same store sales have
increased in the low single digit range, with North America
performing similarly to Europe.
Gross profit percentage increased 210 basis points to 49.3% during
the fiscal 2017 first quarter versus 47.2% for the prior year
quarter. This increase in gross profit percentage consisted of a
160 basis point decrease in occupancy costs and by a 60 basis point
increase in merchandise margin, partially offset by a 10 basis
point increase in buying and buying-related costs. The decrease in
occupancy costs, as a percentage of net sales, resulted primarily
from the leveraging effect of an increase in same store sales. The
increase in merchandise margin percentage resulted primarily from
higher trade discounts.
Selling, general and administrative expenses increased $2.8
million, or 2.6%, compared to the fiscal 2016 first quarter. As a
percentage of net sales, selling, general and administrative
expenses increased 100 basis points. Selling, general, and
administrative expenses would have increased $5.8 million excluding
a favorable $3.0 million foreign currency translation effect.
Excluding the foreign currency translation effect, the increase was
primarily due to increased compensation-related expense, including
store incentive compensation, and concession store commission
expense.
Adjusted EBITDA in the fiscal 2017 first quarter was $41.8 million
compared to $37.0 million last year. Adjusted EBITDA would have
been $41.5 million excluding the foreign currency translation
effect in the first quarter of 2017. The Company defines Adjusted
EBITDA as earnings before income taxes, net interest expense,
depreciation and amortization, loss (gain) on early debt
extinguishments, and asset impairments. Adjusted EBITDA excludes
management fees, severance, the impact of transaction-related costs
and certain other items. A reconciliation of net loss to Adjusted
EBITDA is attached.
As of April 29, 2017, cash and cash equivalents were $25.7 million.
The Company had $59.0 million drawn on its ABL Credit Facility and
an additional $12.0 million of borrowing availability under its ABL
Credit Facility as of April 29, 2017. The fiscal 2017 first
quarter cash balance decrease of $30.1 million consisted of
reductions for $71.3 million of cash interest payments, $23.5
million from seasonal working capital uses, $18.4 million due to
retirement of 10.50% Senior Subordinated Notes, $4.3 million for
payment of long-term debt, $3.4 million of capital expenditures and
$3.8 million for tax payments and other items, offset by positive
impacts of $41.8 million of Adjusted EBITDA and $52.8 million from
net borrowings under the Company's ABL Credit Facility.
As of April 29, 2017, Claire's Stores had $1.97 billion in total
assets, $2.50 billion in total liabilities and a stockholders'
deficit of $522.09 million.
A full-text copy of the press release is available for free at:
https://is.gd/KrkEeu
About Claire's Stores
Hoffman Estates, Ill.-based Claire's Stores, Inc. --
http://www.clairestores.com/-- is a specialty retailer of
fashionable jewelry and accessories for young women, teens, tweens
and girls ages 3 to 35. The Company operates through its stores
under two brand names: Claire's and Icing. As of July 30, 2016,
Claire's Stores, Inc. operated 2,801 stores in 17 countries
throughout North America and Europe, excluding 806 concession
locations. The Company franchised 596 stores in 29 countries
primarily located in the Middle East, Central and Southeast Asia,
Central and South America, Southern Africa and Eastern Europe.
Claire's Stores reported net income of $53.89 million on $1.31
billion of net sales for the fiscal year ended Jan. 28, 2017,
compared to a net loss of $236.43 million on $1.40 billion of net
sales for the fiscal year ended Jan. 30, 2016.
* * *
In October 2016, Moody's Investors Service downgraded to 'Ca' from
'Caa3' the corporate family rating of Claire's Stores, Inc., and
took rating actions on various instruments. The outlook remains
negative. "These rating actions result from Claire's closing its
exchange offer, which we characterized as a distressed exchange, as
well as new credit facilities which were issued in tandem with the
closing of the exchange," stated Moody's Vice President Charlie
O'Shea.
In October 2016, S&P Global Ratings raised its corporate credit
rating on Claire's Stores to 'CC' from 'SD'. "The rating action
follows our review of Claire's capital structure, its liquidity
position following the recent debt exchange, and our expectations
for future restructuring actions. The company issued approximately
$179 million of new term loans that were used to cancel roughly
$575 million of notes and extend the debt maturities," said credit
analyst Samantha Stone. "The transaction is estimated to save the
company $24 million in annual cash interest savings."
CLASSICAL DEVELOPMENT: To Pay Creditors in Full From Property Sale
------------------------------------------------------------------
Classical Development, Ltd., has filed with the U.S. Bankruptcy
Court for the Southern District of Texas a Chapter 11 plan that
proposes to pay its creditors in full from the sale of its real
property.
The plan proposes to pay its creditors from the proceeds generated
from the sale of the company's two-storey building located at 1240
Clear Lake City Boulevard, in Houston, Texas. Classical
Development believes it can sell the building within the next 12
months.
Forshey Piano Company, which asserts a $15,000 unsecured claim,
will get nothing under the plan.
Forshey currently owes Classical Development $52,213 in unpaid rent
on the building, and the company's debt to the unsecured creditor
will be offset by the amount of unpaid rent, according to the
company's disclosure statement filed on May 25.
A copy of the disclosure statement can be accessed for free at
https://is.gd/cAaaOT
About Classical Development Ltd.
Classical Development, Ltd. was formed in 2002 to operate the real
property with improvements located at 1240 Clear Lake City
Boulevard, Houston, Texas. The building was originally built in
2000 by Fred Forshey.
In 2002, Mr. Forshey formed Forshey Piano Company as a Texas
Corporation to operate his piano business. He then formed Music
Management, LLC, which is the general partner of Classical
Development. Classical Development has operated as the landlord
to Forshey Piano Company.
Classical Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 17-31113) on February
27, 2017. The petition was signed by Mr. Forshey, president of
Music Management. At the time of the filing, the Debtor disclosed
$3.25 million in assets and $1.43 million in liabilities.
Judge Karen K. Brown presides over the case. Cooper & Scully, PC
represents the Debtor as bankruptcy counsel.
COMMUNITY MEMORIAL: Moody's Affirms Ba2 on $345M Bonds, Outlook Neg
-------------------------------------------------------------------
Moody's Investors Service affirms Community Memorial Health
System's Ba2 rating, affecting $345 million of revenue bonds. The
outlook is revised to negative from stable.
Affirmation of the Ba2 rating reflects Community Memorial Health
System's (CMHS) fundamental operational and competitive strengths,
including a good market position, strong clinical offerings, an
experienced management team, and a history of relatively stable
operating performance. Challenges include a very large and
ambitious hospital replacement project, which has left the
organization extremely leveraged, and anticipated operational
headwinds as it prepares to move into the new facility. Bonds
currently have a debt service coverage covenant of 1.25 times,
which CMHS plans to fail in FY 2017 (the remedy for which is a
consultant call-in). Beginning in 2018, failure to meet 1.0 times
actual debt service coverage will qualify as an event of default.
Management estimates that if current major operational improvements
are successful, coverage will exceed 2.0 times.
Rating Outlook
The revision of the outlook to negative reflects the expectation of
very poor performance in FY 2017, and the likely breach of its 1.25
times actual debt service coverage covenant (which would result in
a consultant call-in). Starting in 2018, failure to meet a 1.0
times actual debt service coverage test would result in an event of
default. Additionally, cash is expected to decline in FY 2017 (with
days cash on hand dropping to approximately 120 days from 178
days), reducing liquidity reserves. If progress towards fundamental
performance improvement is not made over the next several months,
or if cash drops below expectations, a downgrade is likely.
Factors that Could Lead to an Upgrade
Successful transition to new facility, and improved and sustained
operating performance
Factors that Could Lead to a Downgrade
Inability to materially improve operating performance
Further dilution of balance sheet or debt measures
Legal Security
Bonds are obligations of the Obligated Group, which consist of
CMHS' two hospitals (Community Memorial Hospital and Ojai Valley
Community Hospital) and constitute 97% of the system's revenue's,
and all of its net assets. Bonds are secured by an interest in the
Obligated Group's gross receivables, and by a deed of trust
covering the majority of Community Memorial's properties, including
both hospitals. Other certain properties are not covered by the
deed of trust, but are subject to a negative pledge, and additional
certain properties are not covered by either the deed of trust or
the negative pledge. Substitution of notes is permitted under the
master trust indenture. CMHS is subject to certain covenants,
including a minimum annual debt service coverage requirement of
1.25 times, and a minimum days cash on hand requirement of 75 days.
It is likely that CMHS will fail the coverage test this year, the
consequence for which is a consultant call-in. Beginning in 2018,
debt service coverage of less than 1.0 times will constitute an
event of default. Management estimates that if current operational
improvements are successful, coverage will exceed 2.0 times.
Use of Proceeds. Not applicable
Obligor Profile
CMHS is a not-for-profit health system located in Ventura County,
California. The system operates two hospitals, a cancer center, and
eleven community-based clinics. In FY 2016, the system generated
nearly $400 million of operating revenues, and generated over
12,000 hospital admissions.
Methodology
The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in November 2015.
COMPOUNDING DOCS: Exclusive Plan Filing Deadline Moved to Aug. 11
-----------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has extended the deadline for
Compounding Docs, Inc., to file a Plan and Disclosure Statement
until Aug. 11, 2017, as well as the deadline to exclusively solicit
acceptance of the plan until Sept. 11, 2017.
The Debtor will also have until Aug. 11, 2017, to assume or reject
executory contracts and unexpired non-residential leases.
As reported by the Troubled Company Reporter on May 22, 2017, the
Debtor said it has been working with its creditors to resolve a
host of issues so that it may generate and sustain a profitable
position in order to propose a confirmable plan of reorganization.
The Debtor also related that it will be pursuing its claim
objections shortly considering that the claims bar date for
non-governmental creditors and for governmental creditors has
already passed on Feb. 13, 2017, and May 15, 2017, respectively.
About Compounding Docs
Compounding Docs, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-25312) on Nov. 15,
2016. The petition was signed by Dr. Charles Robertson, director.
The case is assigned to Judge Erik P. Kimball. At the time of the
filing, the Debtor had $100,000 to $500,000 in estimated assets
and $1 million to $10 million in estimated liabilities.
The Debtor is represented by Tarek K. Kiem, Esq. at Rappaport
Osborne Rappaport & Kiem, PL.
The U.S. Trustee has been unable to appoint an official unsecured
creditors committee in the case.
CONTINENTAL EXPLORATION: Trustee Taps Bonds Ellis as Counsel
------------------------------------------------------------
The Chapter 11 trustee for Continental Exploration, LLC seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
Texas to hire a special counsel.
Jason Searcy, the court-appointed trustee, proposes to hire Bonds
Ellis Eppich Schafer Jones LLP to pursue claims against Douglas
Harrington, his bankruptcy estate, and third parties.
Bonds Ellis will be compensated on a contingent fee basis. The
firm will receive payment of 35% of the gross value received from
any settlement or recovery.
Brandon Jones, Esq., at Bonds Ellis, disclosed in a court filing
that the firm's attorneys are "disinterested persons" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Brandon Jones, Esq.
Bonds Ellis Eppich Schafer Jones LLP
420 Throckmorton Street, Suite 1000
Fort Worth, TX 76102
Phone: 817-405-6900
About Continental Exploration
Continental Exploration, LLC, sought Chapter 11 protection (Bankr.
E.D. Tex. Case No. 15-41607) on Sept. 2, 2015. The Debtor
estimated assets and liabilities of less than $50,000. Eric A.
Liepins, Esq., at Eric A. Liepins P.C., served as the Debtor's
counsel.
On January 4, 2016, Jason R. Searcy was appointed as the Debtor's
Chapter 11 trustee. The trustee tapped his own firm, Searcy &
Searcy, P.C., as counsel. Mr. Searcy also hired Gollob Morgan
Peddy & Co., P.C. as accountant, and EnergyNet.com to sell certain
oil and gas interests online.
COO COO'S NEST: SummitBridge to Auction Lots on July 5
------------------------------------------------------
The real property of Coo Coo's Nest, LLC, will be sold to the
highest and best bidder for cash at public auction to be held
before the door of the Courthouse of Forsyth County, Georgia during
the legal hours of sale on the first Wednesday in July 2017.
Proceeds of the sale will be used to pay off debt owed to
SummitBridge National Investments IV LLC, the successor in interest
under the Security Deed and Security Agreement from Coo Coos Nest
as Grantor, to Branch Banking and Trust Company dated July 7,
2011.
The United States Bankruptcy Court for the Northern District of
Georgia, Gainesville Division, has entered an Order Granting Relief
from Automatic Stay to SummitBridge.
The assets to be sold consist of 5.49-acre lot and a 2.44-acre lot
both in Forsyth County, Georgia.
The debt secured by the Security Deed is evidenced by a Promissory
Note dated July 7, 2011 from Steve F. Sayer to Branch Banking and
Trust Company in the original principal amount of $1,638,398.54,
plus interest from date on the unpaid balance until paid, and other
indebtedness. SummitBridge National Investments V LLC is the
present owner and holder of the Note and Security Deed by virtue of
the assignment.
Default has occurred and continues under the terms of the Security
Deed by reason of, among other possible events of default, the
nonpayment when due of the indebtedness secured by the Security
Deed and the failure to comply with the terms and conditions of the
Security Deed.
The holder of the Security Deed reserves the right either (i) to
sell that portion of the Premises as may, under the laws of the
State of Georgia, constitute an estate or interest in real estate
separately from that portion of the Premises as may, under the laws
of the State of Georgia, constitute personalty and not an interest
in real estate, in which case separate bids will be taken, or (ii)
to sell all of the real estate and personalty together in a single
sale and lot, in which case a single bid will be taken therefor.
SummitBridge is represented by:
Michael R. Wing, Esq.
Balch and Bingham, LLP
30 Ivan Allen Jr. Blvd., NW, Suite 700
Atlanta, GA 30308-3036
Tel: (404) 962-3574
As reported by the Troubled Company Reporter, Coo Coo's Nest, LLC,
filed in May 2017 with the U.S. Bankruptcy Court for the Northern
District of Georgia its latest Chapter 11 plan in which the company
disclosed a new source of funding for the plan. The latest plan
contemplates the company and Leif Johnson, part owner and operator
of Bite Bistro & Bar, entering into a lease arrangement.
Under the agreement, Mr. Johnson will lease Coo Coo's Nest's real
property in Cumming to create a start-up restaurant and bar
business. As part of the deal, the company will be provided up to
50% of the equity interests in any entity formed by the tenant
related to the deal in exchange for the tenant's interest in the
company.
Funding of the plan will be from rent payments under the lease and
distributions to Coo Coo's Nest on account of its equity interests
in the tenant, according to the company's disclosure statement for
its first amended plan filed on May 2.
A copy of the disclosure statement is available for free at:
https://is.gd/AeHdcu
About Coo Coo's Nest
Coo Coo's Nest, LLC is a limited liability company with its
principal place of business in Cumming, Forsyth County, Georgia.
The Debtor owns real property located at 1920 Freedom Parkway,
Cumming.
Coo Coo's Nest filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ga.
Case No. 16-21483) on July 29, 2016, disclosing under $1 million
in
both assets and liabilities.
Lamberth, Cifelli, Ellis & Nason, P.A., serves as the Debtor's
legal counsel.
CORENO MARBLE: 2nd Amended Disclosures OK'd; June 20 Plan Hearing
-----------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut approved Coreno Marble & Tile, Ltd.'s
second amended disclosure statement in support of their second
amended plan of reorganization filed on April 6, 2017.
June 20, 2017, at 10:00 a.m. is fixed as the date of the hearing to
consider confirmation of the Plan in the U.S. Bankruptcy Court,
Bridgeport Division, 915 Lafayette Blvd., Bridgeport, CT 06604.
Written objections to the Plan shall be filed with the Court no
later than June 15, 2017.
The Troubled Company Reporter reported on April 18, 2017 that all
payments to be made on the effective date will be made from the
Debtor's account funded by cash generated from the Debtor's
continued operations, income, and management. Funding for continued
plan payments will be made from revenue income generated by the
Debtor's ongoing leasing business.
A full-text copy of the Second Amended Disclosure Statement dated
April 6, 2017, is available at:
http://bankrupt.com/misc/ctb16-50088-93.pdf
About Coreno Marble & Tile
Coreno Marble & Tile, Ltd., is engaged in the business of
installation of marble and tile on commercial construction
projects. The Debtor is owned equally by Frank DiBello and Dominic
DiCocco.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 16-50088) on Jan. 21, 2016. The
petition was signed by Frank DiBello, president.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million.
CRAIG COUNTY HOSPITAL: NEO, et al., Granted Administrative Claims
-----------------------------------------------------------------
Judge Terence L. Michael of the U.S. Bankruptcy Court for the
Northern District of Oklahoma granted the motions for allowance of
administrative claim and notice of opportunity for hearing filed on
Jan. 17, 2017, by NEO Orthopedics and Rehabilitation, Inc.,
Regional Medical Laboratory, Inc., Lakeland Financial Services,
LLC, and Lakeland Office Systems, Inc.
Applicants timely filed the Motions seeking treatment of their
claims as Administrative. Chris Conine, Trustee of the Craig County
Hospital Creditor Trust, filed objections to each of the Motions.
In addition, McIntosh Services, Inc., a pre-petition unsecured
creditor, filed a brief in opposition to the Motions.
The parties disagree as to the criteria the Court should use to
determine whether a particular claimant is eligible for treatment
as an Administrative Claim. They direct the Court's attention to
provisions of Chapter 9 of the Bankruptcy Code, although they
differ radically in their interpretation of those provisions. The
Applicants likewise cite section 503(b)(1)(A), but urge the Court
look to language in sections 901(b) and 902 to substitute the words
"preserving the debtor" in its reading of section 503(b)(1)(A),
thereby bringing their claims under the statute. The Court finds
the parties’ focus on the statutory language of Chapter 9 to be
misplaced.
Under the Confirmed Plan, the Hospital Trust sold all of its assets
and ceased operations. The Creditor Trust is not tasked with
running a business but instead was required to close the sale of
the Hospital Trust and distribute the sale proceeds to creditors.
In addition to outlining the terms of the asset sale, the primary
purpose of the Confirmed Plan was to delineate how much, and in
what order, each creditor is to be paid. Therefore, the question is
not "what Chapter 9 allows," but whether the parties, under the
Confirmed Plan, expressed an intention to give administrative,
priority status to post-petition claimants that conferred actual
benefit on the Hospital Trust during the course of this case.
The definition of an Administrative Claim includes costs or
expenses of administration related to the Chapter 9 case entitled
to priority under sections 364(c)(1), 503(b), 507(a)(2), 507(b) and
901. The Confirmed Plan provides an elaborate procedure whereby
creditors may seek priority treatment for their claims based on
those statutory provisions, one of which is section 503(b). The
Trustee and McIntosh suggest that the Court should adhere strictly
to the language of section 503(b)(1)(A) and case law interpreting
the absence of an "estate" in a Chapter 9 case. The Court finds
this approach too restrictive.
Further, by adding a procedure to the Confirmed Plan whereby
claimants could seek administrative priority status, the Court
concludes that the parties intended to give priority treatment to
post-petition creditors that provided actual, necessary costs and
expenses of preserving the post-petition debtor, i.e., the Hospital
Trust. Any other reading would make the procedure for treatment as
an Administrative Claim under the Confirmed Plan a nullity. The
Court cannot believe that the parties would craft such a procedure
if they intended that no claimants would qualify for priority
treatment.
Therefore, based on its reading of the Confirmed Plan as a whole,
the Court concludes parties that provided goods or services that
were actual and necessary costs and expenses of preserving the
operations of the Hospital Trust during the pendency of case hold
Allowed Administrative Claims under the Confirmed Plan. As the
parties have stipulated, each of the Applicants' claims meet this
criterion.
Judge Michael opines that this is the equitable result. The
services provided by Applicants were essential to the ongoing
operations of the Hospital Trust. A hospital that does not provide
rehabilitative services, or runs lab tests, or maintains its office
is not going to stay in business. If the Applicants stop providing
services, there is no hospital to sell.
A full-text copy of Judge Michael's Memorandum Opinion dated June 8
is available at:
http://bankrupt.com/misc/oknb15-10277-359.pdf
Craig County Hospital Authority filed a bankruptcy petition under
Chapter 9 of the Bankruptcy Code (Bankr. N.D. Okla. Case No.
15-10277) in Tulsa, Oklahoma, on Feb. 25, 2015.
The Debtor estimated $10 million to $50 million in assets and
debt.
The Debtor tapped Mark A. Craige, Esq., and Michael Robert
Pacewicz, Esq., at Crowe & Dunlevy, in Tulsa, serves as counsel.
CROWN SPRING: Case Summary & 12 Unsecured Creditors
---------------------------------------------------
Debtor: Crown Spring, Inc.
dba Retronix International, Inc.
dba Retronix Semiconductor
9101 Wall Street, Suite 1030
Austin, TX 78754
Business Description: Retronix Semiconductor --
http://retronixsemiconductor.com/-- is a
global provider of engineering services and
a general contractor company serving the
semiconductor and high tech manufacturing
industries. The Company offers flexible
labor, equipment and facility support for
some of the world's leading OEMs and IDMs.
Chapter 11 Petition Date: June 9, 2017
Case No.: 17-10723
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Judge: Hon. Christopher H. Mott
Debtor's Counsel: Lynn H. Butler, Esq.
HUSCH BLACKWELL LLP
111 Congress Avenue, Suite 1400
Austin, TX 78701
Tel: (512) 479-9758
Fax: (512) 226-7318
E-mail: lynn.butler@huschblackwell.com
vicki.driver@huschblackwell.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anthony Boswell, president.
A copy of the Debtor's list of 12 unsecured creditors is available
for free at http://bankrupt.com/misc/txwb17-10723.pdf
CRYSTAL LAKE GOLF: Unsecureds to Recover 5% in 5 Payments
---------------------------------------------------------
Crystal Lake Golf Club, LLC, and Crystal Lake Open Space, Inc.,
filed with the U.S. Bankruptcy Court for the District of
Massachusetts a disclosure statement dated May 31, 2017, referring
to the Debtors' joint Chapter 11 plan of reorganization.
The Debtors estimates that the Class XI unsecured claims to be paid
under the Plan are approximately $1,455,781.15, which consists of
all scheduled and filed claims. The Class XI creditors will be
paid a 5% distribution to be paid in five equal payments in the
amount of $14,558 with the first payment being made on the
Effective Date of the Plan and each of the remaining four payments
on the anniversary of the Effective Date thereafter. This Class is
impaired.
Since the Filing Date, CLGC has managed its business much in the
same manner as it would do so outside of Chapter 11. CLGC filed a
motion seeking authority to use its secured creditors' "cash
collateral" -- revenues generated from CLGC's business operations
subject to the secured creditors' mortgages, related assignments,
and liens -- as required under Section 363 of the Bankruptcy Code.
After a series of hearings and interim orders authorizing interim
use of cash collateral, CLGC successfully negotiated with it
secured creditors and the Office of the U.S. Trustee to an
agreed-upon cash collateral order approved by the Bankruptcy Court
on Aug. 16, 2016. CLGC has operated under the cash collateral
order since then, with periodic modifications to the court order to
reflect changes and developments.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/mab16-41324-124.pdf
About Crystal Lake Golf Club LLC
Crystal Lake Golf Club, LLC, filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 16-41324) on July 27, 2016. The petition was signed
by Michael J. Maroney, managing member. The case is assigned to
Judge Christopher J. Panos. The Debtor estimated assets at
$500,000 to $1 million and liabilities at $1 million to $10 million
at the time of the filing.
The Debtor is represented by Richard A. Mestone, Esq., at Mestone &
Associates LLC. The Debtor employed Jeffrey M. Dennis, CPA, as
accountant.
CST INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
CST Industries Holdings Inc. 17-11292
903 East 104th Street, Suite #900
Kansas City, MO 64131
CST Industries, Inc. 17-11293
CST Power & Construction, Inc. 17-11294
Type of Business: CST Industries, Inc. --
https://www.cstindustries.com -- is a storage
system provider for engineering and
manufacturing professionals in thousands of
different industries and applications throughout
the world. The Company manufactures and
constructs factory coated metal storage tanks,
aluminum domes and specialty covers. CST's
existing company portfolio consists of CST
Storage, CST Covers and Vulcan Tanks. Five
manufacturing facilities and technical design
centers and multiple regional sales offices are
located throughout North America and the United
Kingdom. International offices are located in
Argentina, Australia, Brazil, India, Japan,
Malaysia, Mexico, Myanmar, Panama, Singapore,
South Africa, Spain, United Kingdom, United Arab
Emirates and Vietnam. Currently more than
350,000 CST Tanks and 18,000 Covers have been
installed in over 125 countries throughout the
world.
Chapter 11 Petition Date: June 9, 2017
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors'
Co-General
Counsel: R. Stephen McNeill, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street
P.O. Box 651
Wilmington, DE 19899
Tel: 302-984-6171
Fax: 902-658-1192
E-mail: bankruptcy@potteranderson.com
- and -
Jeremy William Ryan, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street
P.O Box 951
Wilmington, DE 19801
Tel: 302 984-6108
Fax: 302 778-6108
E-mail: jryan@potteranderson.com
- and -
David Ryan Slaugh, Esq.
POTTER ANDERSON & CORROON LLP
1313 North Market Street, 6th Floor
Wilmington, DE 19801
Tel: 302-984-6067
Fax: 302-658-1192
E-mail: rslaugh@potteranderson.com
Debtors'
Co-General
Counsel: HUGHES HUBBARD & REED LLP
Debtors'
Financial
Advisor: CDG GROUP, LLC
Debtors'
Claims,
Noticing,
Balloting
Agent and
Strategic
Communications
Advisor: EPIQ BANKRUPTCY SOLUTIONS, LLC
Website: http://dm.epiq11.com
CST Industries Holdings'
Estimated Assets: $50 million to $100 million
CST Industries Holdings'
Estimated Debt: $100 million to $500 million
The petitions were signed by Timothy J. Carpenter, chief executive
officer.
Debtors' Consolidated List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
OCM Mezzanine Fun II, L.P. Bank Loan $62,334,226
333 South Grand Ave, 28th
Fl., Los Angeles, CA 90071
The Northwestern Mutual Life Bank Loan $51,943,522
Insurance Company
720 East Wisconsin Ave,
Milwaukee, WI 53202
Center Ethanol Co., LLC Litigation $23,265,726
231 Monsanto Ave., Sauget,
IL 62201
Cargill Steel Trade $1,632,809
1035 W. Ketstone Ave, Port
of Catoosa, OK 74015-3035
Sapa Extrusions, Inc. Trade $932,889
14831 Collection Center Dr.,
Chicago, IL 60693
Steel Warehouse Trade $922,874
Company, Inc.
2722 West Tucker Drive,
South Bend, IN 46624
Gexpro Services Trade $573,064
2235 Corporate Lane
Gulf Coast Tank & Trade $550,853
Construction
11173 HWY 36 S. Wallis,
TX 77485
Western Extrusions Trade $508,451
PO Box 810219, Dallas, TX
75381-0219
Samuel Son & Co. Inc. Trade $321,134
24784 Network Place
Chicago, IL 60673-1247
National Traffic Service Trade $297,053
151 John Jame Audubon
PKWY, Amherst, NY
14228-1185
Siskin Steel & Supply Co. Trade $268,311
PO Box 1191, Chattanooga, TN
Steel & Pipe Supply Co. Trade $258,430
PO Box 1688, Manhattan, KS
Hanna Rubber Company Trade $236,435
Alston Environmental Co. Trade $202,624
Richard Weaver Litigation $200,000
Feralloy Corporation Trade $197,827
Coombs Carlsbad CA Inc. Trade $194,905
Zonke Engineering (PTY) Ltd. Trade $194,580
Ferro Corporation Trade $155,764
CST INDUSTRIES: Files for Chapter 11 to Pursue Sale of Business
---------------------------------------------------------------
CST Industries, Inc., which is majority-owned by funds affiliated
with Houston-based private equity firm The Sterling Group, has
sought Chapter 11 bankruptcy protection, after plans to sell the
business out of court were unsuccessful.
With five manufacturing facilities in the U.S., CST Industries
sells storage tanks and specialty covers in all 50 states in the
U.S. Internationally, CST sells its products through sales
representatives and/or offices located in Argentina, Brazil,
Portugal, Singapore, South Africa, and Vietnam.
CST Industries presently has 482 employees. CST's DeKalb, Illinois
facility is unionized, with employees there being members of the
Teamsters union. The other plants are non-union. The Debtors have
19 employees in California, 90 in Illinois, 117 in Kansas, 71 in
Missouri, 90 in Tennessee, and 95 in Texas.
CST Industries also maintains a representative sales office in Ho
Chi Minh City, Vietnam, which employs less than 10 individuals at a
time.
As of the Petition Date, the Debtors owed approximately $171.8
million on account of debt financing:
* approximately $57.5 million is senior secured debt owed under
an Credit Agreement, dated as of May 23, 2012 with BNP Paribas, as
administrative agent for the lenders ("BNP Loan Agreement").
* $114.3 million is unsecured mezzanine debt owed to The
Northwestern Mutual Life Insurance Company and OCM Mezzanine Fund
II, L.P. under an Amended and Restated Securities Purchase
Agreement, dated as of May 23, 2012 ("A&R Mezzanine Purchase
Agreement").
Timothy J. Carpenter, the Debtors' CEO, explains, "CST has a strong
business with a first-class product line. It also has an
unsustainable capital structure because of the compounding and PIK
features of its obligations under the A&R Mezzanine Purchase
Agreement. This case became necessary because of a lack of
liquidity, in turn caused by a chain of events put into motion by
one of CST's large unsecured creditors, who rejected several
attractive, formal letters of intent from third parties to purchase
CST during a sale process that began in February 2016. Those sale
offers would have provided for a full payoff of CST's senior
secured debt and a substantial payout to unsecured creditors.
After rejecting those offers, that stakeholder also demanded that
CST pay for it to hire advisors that in turn charged CST
substantial fees and expenses."
"The failure to approve these sales, coupled with a downturn in the
oil & gas market and Middle East water market over the last several
months of 2016 resulting in lower than anticipated sales revenue,
caused CST to default under the BNP Loan Agreement and the A&R
Mezzanine Purchase Agreement in late 2016. As a result of such
defaults, CST was required to enter into multiple amendments and
forbearance agreements, resulting in substantial amendment
and forbearance-related fees and expenses to CST."
On March 31, 2017, CST entered into a forbearance agreement with
the Prepetition Lenders. Pursuant to the Forbearance Agreement,
CST agreed to pay a one-time forbearance fee totaling $560,000,
which amount presently remains outstanding. The Prepetition
Lenders were unwilling to extend the forbearance period beyond May
15, 2017.
CST estimates that it incurred approximately $8 million to $10
million of unanticipated advisor fees and expenses (including its
own) and amendment/forbearance-related fees within the last year.
For a company with EBITDA totaling $16 million to $25 million a
year, these unanticipated expenditures, totaling approximately half
of its EBITDA, coupled with the market downturn and the May 23,
2017 maturity of their obligations under the BNP Loan Agreement,
resulted in a lack of liquidity.
The March 2017 LOI
On March 21, 2017, CST entered into a letter of intent to pursue a
potential transaction to sell CST to a new entity that would be
backed by a combination of a third-party purchaser and the
Prepetition Mezzanine Lenders. When CST received the draft asset
purchase agreement, it was clear that the transaction structure was
unworkable outside of a sale in a chapter 11 case, which would be
protected by the operation of Sections 363 or 1123 of the
Bankruptcy Code.
Accordingly, CST and its advisors offered several alternatives and
multiple times asked the potential purchasers to restructure the
deal into one that was workable and that maximized value for all of
CST's stakeholders. Unfortunately, the potential purchasers were
unwilling to correct the fatal flaws in the transaction structure,
which ultimately resulted in the expiration of the exclusivity
period under that letter of intent.
CST has remained engaged in ongoing dialogues with the potential
purchasers to consider alternative structures, but did not receive
any proposals prior to the Petition Date that were sufficient to
obviate the Chapter 11 cases.
Failed Attempts to Alternative Financing
Faced with a May 23, 2017 maturity under the BNP Loan Agreement and
its recent liquidity constraints, CST sought to refinance its debt
prior to the Petition Date. However, CST was ultimately unable to
do so.
CST also both sought and received proposals from its existing
lenders to provide short-term "bridge" financing, but none was on
terms acceptable to CST. CST also requested that the Pre-Petition
Lenders open up the existing revolving loan facility under the BNP
Loan Agreement but the lenders were unwilling to do so.
Accordingly, the Debtors commenced Chapter 11 cases to preserve and
maximize the value of their assets for the benefit of all of their
stakeholders, and to finance the Chapter 11 cases from the proceeds
of the proposed debtor-in-possession financing facility.
Restructuring Strategy
By the Chapter 11 Cases, the Debtors seek to effectuate a sale of
their businesses through a Section 363 or 1123 sale process that
enables them to restructure their obligations, improve their
liquidity and resolve claims against them in an equitable and
efficient manner.
The Debtors believe that the market response to their past sales
efforts evidences a strong demand for the Debtors' business and
that their sale efforts will benefit from the protections afforded
to them and potential purchasers by the Bankruptcy Code. Most
importantly, the Debtors seek to continue their businesses and
operations for the benefit of their present and future employees,
suppliers, vendors, shippers, customers and landlords. The Debtors
hope to maintain credibility in the market as an operating company
by continuing to pay employees, critical vendors, sales
representatives, and assuming contracts as necessary. The Debtors
believe that a structured sale process will enable them to emerge
from bankruptcy quickly and maximize value to their stakeholders.
The Debtors believe that there is no other viable alternative to
restructuring their obligations outside of a sale or chapter 11
plan of reorganization.
Additionally, CST Industries sells many of its products through
sales representatives, some of which are employees of the company,
though some are independent sales representatives. The Debtors
believe that reorganizing through chapter 11 and continuing
operations during this process is essential to keep their employees
and sales representatives from joining the Debtors' direct
competitors. If the Debtors were to go out of business or
liquidate, their market share would be picked up by their
competitors. While some employees and sales people would find jobs
with competitors, many could be out of work.
First Day Motions
In order to enable the Debtors to minimize the adverse effects of
the commencement of the Chapter 11 cases on their business
operations, the Debtors have requested various types of relief in
certain First Day Motions, which the Debtors filed concurrently
with the filing of the Chapter 11 Cases. The First Day Motions
seek relief aimed at, among other things: (i) preserving customer
and dealer relationships; (ii) maintaining vendor confidence and
employee morale; (iii) ensuring the continuation of the Debtors'
cash management systems and other business operations without
interruption; and (iv) establishing certain administrative
procedures to facilitate a smooth transition into, and
uninterrupted operations throughout, the chapter 11 process.
The Debtors are requesting approval to obtain or guarantee secured,
superpriority, postpetition financing in an aggregate principal
amount not to exceed $15 million. The DIP Financing Agreement
provides for a postpetition loan commitment in an aggregate
principal of up to $15 million that will consist of (i) extensions
of new revolving loans (the "DIP Revolving Loans"); and (ii) $2
million that may be used for purpose of cash collateralizing and
obtaining letters of credit.
The Debtor seek approval to pay up to $2.4 million to critical
vendors.
A copy of the affidavit in support of the first day motions is
available at:
http://bankrupt.com/misc/CST_15_1st_Day_Affidavit.pdf
About CST Industries
CST Industries, Inc. -- https://www.cstindustries.com/ -- is a
global manufacturer of factory coated bolted steel storage tanks,
aluminum geodesic domes and specialty covers. The Company has five
manufacturing facilities and technical design centers and multiple
regional sales offices located throughout North America and the
United Kingdom. International offices are located in Argentina,
Australia, Brazil, India, Japan, Malaysia, Mexico, Myanmar, Panama,
Singapore, South Africa, Spain, United Kingdom, United Arab
Emirates and Vietnam. Currently, more than 368,000 CST tanks and
covers have been installed in 125 countries throughout the world.
CST Holdings, Inc., parent of CST Industries and CST Power &
Construction, Inc., is a privately held corporation that is
majority-owned by funds affiliated with The Sterling Group, a
Houston, Texas-based private equity firm which owns approximately
60% of CST Holdings' stock. The Sterling Group has held a majority
of CST Holdings' stock since 2006.
CST Industries Holdings Inc., CST Industries, Inc., and CST Power &
Construction, Inc. sought Chapter 11 protection (Bankr. D. Del.
Case Nos. 17-11292 to 17-11294) on June 9, 2017. The petitions
were signed by Timothy J. Carpenter, chief executive officer. The
Debtors have sought joint administration of their Chapter 11
cases.
CST estimated assets of $50 million to $100 million and debt of
$100 million to $500 million.
Potter Anderson & Corroon LLP, is the Debtors' co-general counsel,
with the engagement led by R. Stephen McNeill, Esq., Jeremy William
Ryan, Esq., and David Ryan Slaugh, Esq.
Hughes Hubbard & Reed LLP is also the Debtors' co-general counsel.
CDG Group, LLC, is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC is the claims and noticing agent.
DART MUSIC: Sale of Distribution Deals, Remaining Assets Okayed
---------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Dart Music, Inc.'s sale of
(i) the distribution contracts to HAAWK, Inc. for $25,000; and (ii)
the remainder of its assets to Core Rights, LLC for $203,950.
The sale is free and clear of all claims, liabilities, interests,
rights and encumbrances.
ICG Ventures, LLC, has offered, subject to the terms of an asset
purchase agreement to be negotiated if necessary, to purchase the
Remaining Assets as the Back-Up Bidder for such assets for the sum
of $193,950, should the Debtor and Core Rights be unable to
consummate the Remainder Sale. ICG is deemed the Back-Up Bidder
for the Remaining Assets.
If and only if the Debtor and Core Rights fail to consummate the
Remainder Sale, the Debtor and ICG are authorized to enter into
negotiations regarding the execution of the Back-Up APA and the
consummation of a sale of the Remainder Assets to ICG for the
BackUp Bid Amount. Such negotiations and the Back-Up Sale, if
necessary, will not require further Court approval beyond that
granted by the Order.
About Dart Music
Dart Music, Inc., sought Chapter 11 protection (Bankr. M.D. Tenn.
Case No. 17-01300) on Feb. 27, 2017. The petition was signed by
Chris McMurtry, chief executive officer. The Debtor estimated
assets in the range of $50,000 to $100,000 and $1 million to $10
million in debt.
The case is assigned to Judge Randal S. Mashburn.
The Debtor tapped Shane Gibson Ramsey, Esq., at Nelson Mullins
Riley & Scarborough LLP, as counsel.
DEEP OPERATING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Deep Operating, LLC
a Texas Limited Liability Company
PO Box 9337B Katy Freeway, #104
Houston, TX 77024
Business Description: The Company is a small business Debtor as
defined in 11 U.S.C. Section 101(51D).
Chapter 11 Petition Date: June 8, 2017
Case No.: 17-33626
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Karen K. Brown
Debtor's Counsel: John Vincent Burger, Esq.
BURGER LAW FIRM
4151 Southwest Frwy, Ste 770
Houston, TX 77027
Tel: 713-960-9696
Fax: 713-961-4403
E-mail: bankruptcy@burgerlawfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Javier Arellano, chief executive
officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb17-33626.pdf
DIANE OHLSSON: Buying Gulfport Property for $390K
-------------------------------------------------
Diane Ohlsson asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale of real property
commonly described as 6020 Shore Blvd., #1101, Gulfport, Florida,
(legal description: Town Shores of Gulfport No. 217, Condo Windsor
House, Penthouse), to AJKJ, LLC, for $390,000, subject to overbid.
On April 17, 2017, the Court entered an order authorizing the
Debtor to employ Estelia Mesimer and RE/MAX Metro as her real
estate broker in connection with the sale of the Property.
The Debtor has received an offer to purchase the property from AJKJ
to purchase the Property for $390,000, which the Debtor desires to
accept.
All contingencies have been removed and the buyer is ready to close
escrow. The Listing Agreement provides for a 6% commission to be
paid to the brokers, which would be shared equally by the two
brokers.
The Debtor desires to sell the Property free and clear of the lien
of the Homeowners Association, Town Shores of Gulfport No. 217,
Inc. ("HOA"), which lien would attach to the proceeds of sale. The
debt upon which this lien is based is disputed by the Debtor. The
lien would attach to the proceeds of sale, subject to Court
determination of the Debtor's objection to the HOA's claim.
The gross sales proceeds are $390,000. The Debtor estimates that
the costs of sale plus the secured claims set forth will not exceed
$75,000, leaving net proceeds of $315,000. The amount of the HOA's
claim is approximately $92,000, and therefore the proceeds of sale
are more than sufficient to pay the HOA claim once it has been
determined by the Court.
From the escrow the Debtor desires to pay the following: (i) the
Costs of sale attributable to Seller; (ii) Real Estate Commissions
to Estelia Mesimer of RE/MAX Metro, the Seller's Broker, in the
amount of $11,700; (iii) Real Estate Commissions to Chris Denino of
Main Street & Main, the Buyer's Broker, in the amount of $11,700;
(iv) The Pinellas County Tax Collector the $22,493 plus any accrued
taxes, interest and other charges; and (v) the secured claim of
Paul & April Hornsleth, in the approximate amount of $22,075 plus
accrued interest, secured by a Deed of Trust recorded on April 9,
2013 in the Pinellas County Recorder's Office, Book 17955, Page
397, Image #2013112449.
All net proceeds will remain in escrow or will be transferred to
the Debtor's DIP bank account and will not be used absent dismissal
of the Chapter 11 case or an Order authorizing the use of the funds
issued by the Court.
The Debtor intends to notice the sale as one with the opportunity
for overbids in order to optimize potential recovery to the estate.
The initial overbid will be $10,000 above the current offer, with
subsequent increases thereafter at $5,000.
The Debtor believes that the proposed sale is in the best interests
of the creditors, in that the sale will provide the Debtor with the
money to fund her Chapter 11 Plan. Accordingly, the Debtor asks
the Court to approve the relief sought.
Diane Ohlsson sought Chapter 11 protection (Bankr. N.D. Cal. Case
No. 16-40688) in 2016.
Counsel for the Debtor:
Ruth Elin Auerbach, Esq.
LAW OFFICES OF RUTH AUERBACH
77 Van Ness Avenue, Suite 201
San Francisco, CA 94102
Telephone: (415) 673-0560
Facsimile: (415) 673-0562
DIAZ PROPERTY: Taps John R. K. Solt as Legal Counsel
----------------------------------------------------
Diaz Property Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to hire legal counsel
in connection with its Chapter 11 case.
The Debtor proposes to hire John R. K. Solt, P.C. to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, examine claims of creditors, and assist in the preparation of
a bankruptcy plan.
John R. K. Solt, Esq., will charge an hourly fee of $275 for his
services. Paralegals and administrative assistants will charge
$120 per hour and $40 per hour, respectively.
The firm received a retainer of $4,217 from the Debtor's sole
shareholder.
Mr. Solt disclosed in a court filing that his firm does not
represent or hold any interest adverse to the Debtor's bankruptcy
estate.
The firm can be reached through:
John R. K. Solt, Esq.
2045 Westgate Drive, Suite 404B
Bethlehem, PA 18017
Tel.: 610-865-2465
Fax: 610-691-2018
About Diaz Property Holdings LLC
Diaz Property Holdings, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02134) on May 23,
2017. Anthony Diaz, sole member, signed the petition.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
DIMENSION REALTY: Case Summary & 12 Unsecured Creditors
-------------------------------------------------------
Debtor: Dimension Realty, LLC.
440 South Main Street
Stafford Township, NJ 08092
Business Description: Dimension Realty is a small business Debtor
as defined in 11 U.S.C. Section 101(51D).
It owns fee simple interests in real
estate properties located at 4 Lakeside
Dr. Lacey Township, NJ 08731; 241 S. Main
St. Eagleswood Township, NJ 08092; and
440 S. Main St. Stafford Township, NJ
08092 with a total current value of $1.51
million.
Chapter 11 Petition Date: June 9, 2017
Case No.: 17-21936
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Michael B. Kaplan
Debtor's Counsel: Eugene D. Roth, Esq.
LAW OFFICE OF EUGENE D. ROTH
Valley Pk. East
2520 Hwy 35, Suite 307
Manasquan, NJ 08736
Tel: (732) 292-9288
Fax: (732) 292-9303
E-mail: erothesq@gmail.com
Total Assets: $1.51 million
Total Liabilities: $1.56 million
The petition was signed by Brian Abbey, managing member.
A copy of the Debtor's list of 12 unsecured creditors is available
for free at:
http://bankrupt.com/misc/njb17-21936.pdf
DOOR TO DOOR: Gets Approval to Hire Clark Nuber as Accountant
-------------------------------------------------------------
Door to Door Storage Inc. received approval from the U.S.
Bankruptcy Court for the Western District of Washington to hire
Clark Nuber P.S. as its accountant.
The firm will prepare the Debtor's 2016 tax returns and will
provide other tax-related accounting services.
Clark Nuber does not represent any interest adverse to the Debtor's
bankruptcy estate, and is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm maintains an office at:
Clark Nuber P.S.
10900 NE 4th St, Suite 1700
Bellevue, WA 98004
Phone: 425-454-4919
Toll-free: 800-504-8747
Fax: 425-454-4620
Email: info@clarknuber.com
About Door to Door Storage
Headquartered in Kent, Washington, Door to Door Storage, Inc.
provides nationwide portable, containerized storage services in
approximately 50 locations across the United States.
Door to Door filed a chapter 11 petition (Bankr. W.D. Wash. Case
No. 16-15618-CMA) on Nov. 7, 2016. The petition was signed by
Tracey F. Kelly, president. The case is assigned to Judge
Christopher M. Alston. At the time of filing, the Debtor had
total assets of $4.08 million and total liabilities of $5.65
million.
The Debtor hired Bush Kornfeld LLP and Schlemlein Goetz Fick &
Scruggs, PLLC as counsel; Socius Law Group PLLC and David Carlos
Kaslow, Esq., as special counsel; and Orse & Company, Inc. as
financial advisor.
On November 17, 2017, The U.S. Trustee appointed an official
committee of unsecured creditors. Sheppard, Mullin, Richter &
Hampton LLP serves as counsel to the committee while Province,
Inc., serves as financial advisor.
DREAM SOURCE: Poole Buying Baxter Property for $146K
----------------------------------------------------
Dream Source Homes, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Tennessee to authorize the sale of real property
consisting of a single family home located at 316 Valley Pointe
Drive, Baxter, Tennessee, to Thomas Poole for $145,700.
The Debtor is the 100% owner of the Property. It is a home built
the Debtor. The Property has a contract for sale by and between
the Debtor and the Buyer, already signed with a closing date
scheduled for July 3, 2017.
The Debtor believes that $145,700 represents the fair market value
of the Property. From the sale proceeds, the Debtor proposes to
pay the costs of the closing attorney, an owner's title insurance
policy, the deed tax and all outstanding property taxes, the total
of which is estimated to be approximately $650.
Said sale will be free and clear of the interests of any lien
holder. Wilson Bank and Trust is the first lienholder of the
property via a fully secured and perfected construction loan. This
loan will be paid in full by the sale. Putnam 1st Mercantile Bank
has a second lien on the property via perfected Deed of Trust.
Putnam 1st Mercantile Bank is being asked to release its lien on
the Property for $10,000 of the sale proceeds. The remaining
materialmen's liens and/or judgment liens held by Builders
FirstSource Holdings, Potter Kashway Home Center, Inc., FBM/W&S,
LLC, Smyrna Ready Mix and Criswell Plumbing would be paid pro rata
from the remaining proceeds. These claims will not be paid in full
from the proposed sale of the Property.
The Debtor asks that the Court orders that any objections to the
Motion be filed by June 23, 2017, and schedules an expedited
hearing for the Motion to be heard at 9:00 a.m. on June 27, 2017.
If no objection is timely filed, the hearing will not occur, and
the Debtor will be entitled to submit its proposed Order for
immediate entry.
A copy of the Contract and proposed Order attached to the Motion is
available for free at:
http://bankrupt.com/misc/Dream_Source_20_Sales.pdf
Counsel for the Debtor:
Steven L. Lefkovitz, Esq.
618 Church Street, Suite 410
Nashville, TN 37219
Telephone: (615) 256-8300
Facsimile: (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.
ELAN MEDICAL: Seeks to Hire Davidson as Accountant
--------------------------------------------------
Elan Medical Corporation seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to hire an
accountant.
The Debtor proposes to hire Davidson Accountancy Corporation to
prepare its corporate tax return for 2016 and quarterly payroll
returns due during the administration of its Chapter 11 case.
The firm will also advise the Debtor on tax and accounting matters
related to its case, and on the preparation of a plan of
reorganization.
Roman Gorbat and William Davidson, the accountants anticipated to
assist the Debtor, will charge $185 per hour and $365 per hour,
respectively.
Davidson Accountancy does not hold or represent any interest
adverse to the Debtor's bankruptcy estate, according to court
filings.
.
The firm can be reached through:
William N. Davidson
Davidson Accountancy Corporation
14011 Ventura Boulevard, Suite 302
Sherman Oaks, CA 91423
Phone: 818-907-7908
Fax: 818-907-5109
Email: bdavidson@davidsoncpa.com
About Elan Medical Corporation
Elan Medical Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-22713) on April 24,
2017. The petition was signed by Madeline Andrew, president. The
Law Offices of Stuppi & Stuppi represents the Debtor as legal
counsel.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
EMAS CHIYODA: Creditors Committee Submits Verified Statement
------------------------------------------------------------
The Official Committee of Unsecured Creditors of EMAS CHIYODA
Subsea Limited ("ECSL") and its affiliated debtors submitted a
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.
On March 21, 2017, the United States Trustee for the Southern
District of Texas appointed five entities as members of the
Committee.
The Committee Members hold unsecured claims against, and/or act as
indenture trustee for holders of unsecured claims against, the
Debtors' estates arising from a variety of relationships,
including, among others, that of trade creditors and bank
guarantors.
In accordance with Bankruptcy Rule 2019, the Committee submitted a
list of the names and addresses of, and the nature and amount of
all disclosable economic interests held by, each Committee Member
in relation to the Debtors as of the Formation Date:
1. CANYON OFFSHORE, INC.
Attn: Erik Heymann
400S. Houston Parkway East, Suite 400
Houston, TX 77060
Tel: (281) 848-0621
E-mail: eheymann@helixess.com
* Claims as a trade creditor in the amount of approximately
$2,752,169, plus interest and fees, with potential lien
rights.
* An agreement by which Canyon Offshore, Inc.
stores certain pipelay equipment at the Ingleside
Spoolbase in exchange for payments of $3,800 per
month to the Debtors.
* Claims against non-debtor entity Emas-AMC AS (Norway) as a
trade creditor in the amount of approximately $223,801.
2. CROWLEY MARINE SERVICES, INC.
Attn: Timothy Bush
15894 Diplomatic Plaza Drive
Houston, TX 77032
Tel: (832) 850-4135
E-mail: timothy.bush@crowley.com
* Claims as a trade creditor and maritime service provider in
the amount of at least $1,700,000, with asserted lien
rights.
3. DBS BANK, LTD
Attn: Janelle Cheng
12 Marina Boulevard, Level 46
Marina Bay Financial Centre Tower 3
Singapore 018982
Tel: +65 6878-7866
E-mail: janellechengyh@dbs.com
* Unsecured claims as lender under the Parent DBS Loan in the
amount of approximately $40,272,737, inclusive of principal
and accrued interest, plus additional fees and expenses.
* Unsecured Claims as lender under the DBS Loan in the amount
of approximately $31,128,235, inclusive of principal and
accrued interest, plus additional fees and expenses.
* Secured and contingent unsecured claims as lender under the
Constellation Loan in the aggregate amount of approximately
$129,232,987, inclusive of principal and accrued interest,
plus additional fees and expenses.
* Secured claims as lender under the ROV Loan in the
amount of approximately $8,128,235, inclusive of principal
and accrued interest, plus additional fees and expenses.
* Secured contingent claims as grantor of certain Bank
Guarantees in the amount of approximately $8,535,984.
4. OVERSEA-CHINESE BANKING CORPORATION LIMITED
Attn: Saswira Bin Ismail
63 Chulia Street No. 02-00
OCBC Centre East
Singapore 049514
Tel: +65 6890-3733
+65 9694-1264
E-mail: saswirai@ocbc.com
* Secured and contingent unsecured claims as lender under the
Falcon Loan in the aggregate amount of approximately
$95,835,000, plus accrued interest, fees, expenses, and
other charges.
* Contingent claims as grantor of certain Bank Guarantees in
the amount of approximately $13,424,198.
5. SERIMAX NORTH AMERICA, LLC,
Attn: Thomas Newton,
11315 West Little York Rd, Bldg
Houston, TX 77041
Tel: (713) 559-0948
E-mail: tom.newton@serimax.com
* Unsecured claims as a trade creditor of approximately
$4,451,351.
Counsel to the Creditors Committee:
Charles R. Gibbs, Esq.
Sarah Link Schultz, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
1700 Pacific Ave., Suite 4100
Dallas, TX 75201-4624
Telephone: (214) 969-2800
Facsimile: (214) 969-4343
E-mail: cgibbs@akingump.com
sschultz@akingump.com
- and -
Joanna Newdeck, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, DC 20036-1564
Telephone: (202) 887-4000
Facsimile: (202) 887-4288
E-mail: jnewdeck@akingump.com
- and -
Ira S. Dizengoff, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036-6745
Telephone: (212) 872-8040
Facsimile: (212) 872-1002
E-mail: idizengoff@akingump.com
About Emas Chiyoda Subsea Ltd
EMAS CHIYODA Subsea Limited is an international heavy lift subsea,
offshore and onshore contractor offering engineering, procurement,
construction, transportation, installation, and commissioning
services at every stage of the project lifecycle to deliver complex
construction projects for customers.
EMAS CHIYODA Subsea Limited and its affiliates filed voluntary
Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on
Feb. 27, 2017.
The Debtors estimated assets of $500 million to $1 billion and
liabilities between $100 million and $500 million.
The cases are assigned to Judge Marvin Isgur.
The Debtors' bankruptcy counsel are George N. Panagakis, Esq.,
Justin M. Winerman, Esq., and Roy Leaf, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois; Dominic McCahill,
Esq., and Kathlene Burke, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in London.
The Debtors' co-counsel are John F. Higgins, Esq., Joshua W.
Wolfshohl, Esq., Aaron J. Power, Esq., Brandon J. Tittle, Esq., and
Eric M. English, Esq., at Porter Hedges LLP, in Houston, Texas.
The Debtors' managerial service provider is KPMG Services PTE. LTD.
The Debtors' claims and noticing agent is Epiq Bankruptcy
Solutions, LLC. WongPartnership LLP, is the Debtors' special
Singapore counsel
Judy A. Robbins, the U.S. Trustee for Region 7, on March 21
appointed five creditors of EMAS CHIYODA Subsea Limited, et al., to
serve on the official committee of unsecured creditors. Akin Gump
Strauss Hauer & Feld LLP serves as the Committee's counsel.
Alvarez & Marsal North America, LLC, serves as the Committee's
financial advisors.
* * *
On May 24, 2017, the Debtors filed their Third Amended Joint
Chapter 11 Plan of Reorganization. On May 25, the Court entered an
order approving the adequacy of the Third Amended Disclosure
Statement. A hearing has been set for June 29, 2017 on
confirmation of the Debtor's Plan.
EMAS CHIYODA: Plan Support Deal with Lenders DNB and DBS Approved
-----------------------------------------------------------------
EMAS CHIYODA Subsea Limited and its affiliated debtors on June 1,
2017, filed a motion -- and on June 7 won approval from the
bankruptcy court -- to enter into a Plan Support Agreement with:
(1) Chiyoda Corporation and Subsea 7 Finance (UK) PLC, in their
capacities as Plan Sponsors;
(2) DBS Bank Limited ("DBS"), in all capacities concerning the
Plan Debtors, including in its capacity as a lender (a
"Constellation Lender") under that certain secured facility
agreement, dated as of May 16, 2012 (as amended, restated,
supplemented, or otherwise modified, the "Constellation Credit
Agreement") by and among, DNB Bank ASA, Singapore Branch ("DNB"),
as agent and security trustee, Lewek Constellation Pte. Ltd. (the
"Constellation Debtor"), as Borrower, non-Debtors Ezra Holdings
Limited and EMAS-AMC AS, and Debtors EMAS CHIYODA Subsea Limited
("ECS"), EMAS-AMC Pte. Ltd., and EMAS CHIYODA Subsea Inc. (f/k/a
EMAS-AMC Inc.), as Guarantors, and the lenders and financiers party
thereto from time-to-time;
(3) DNB, in all capacities, including in its capacity as a
Constellation Lender;
(4) the other Constellation Lenders who are a party hereto and
collectively, satisfy the requirements to confirm a plan at the
Constellation Debtor, and
(5) upon the execution of an appropriate joinder, Overseas China
Bank Corporation ("OCBC").
The Debtors believe that entry into the Plan Support Agreement is
in the best interest of their estates because it will aid the
Debtors in achieving consensus to a restructuring.
The Plan Support Agreement represents the terms on which the Plan
Support Parties will agree to support an Acceptable Plan. The
terms of the Plan Support Agreement are fair, equitable, and
reasonable, and therefore are in the best interests of the Debtors
and their estates.
Plan Support Agreement
The Plan Support Agreement and the Debtors' Plan of Reorganization
are the culmination of extensive dialogue and negotiations between
the Debtors and the Plan Support Parties spanning several
continents over the last couple of months. Specifically, the
Parties have traveled to Singapore, London, and New York to engage
in good faith, arm's-length settlement discussions that ultimately
resulted in the execution of the Plan Support Agreement.
The Plan Support Agreement provides that the Debtors, subject to
Bankruptcy Court approval, will, among other things, seek approval
by the Bankruptcy Court of the Plan and use commercially reasonable
efforts to take necessary and appropriate actions in furtherance of
the Restructuring.
In turn, the Plan Support Parties agree, among other things, to
support and vote in favor of an Acceptable Plan so long as the Plan
Support Agreement remains in effect. In particular, each Plan
Support Party agreed that it will, among other things, support and
take all reasonable actions necessary to facilitate the
implementation or consummation of the Restructuring materially
consistent with the Agreement and the Plan; to the extent
applicable, as long as its votes have been solicited in accordance
with the Bankruptcy Code, vote to accept and Acceptable Plan, so
long as the Plan Support Agreement remains in effect, and not
withdraw or revoke such support; and not object to, delay, impede,
or take any other action to interfere, directly or indirectly, with
the Restructuring or the Plan Documents, or propose, file, support,
or vote for, any restructuring, workout, or plan that is not an
Acceptable Plan.
The Plan
The Plan sets forth the terms of the restructuring the Emerging
Debtors and the Liquidating Debtors.
In particular, the Emerging Debtors consist of EMAS AMC Pte. Ltd
("Singapore Debtor"), EMAS Saudi Arabia Ltd ("Saudi Arabia
Debtor"), EMAS Chiyoda Subsea Services Pte Ltd ("SSPL Debtor", and
together with the Singapore Debtor and the Saudi Arabia Debtor, the
"Singapore/Saudi Debtors"), and EMAS CHIYODA Subsea Inc. (the "US
Debtor").
The Liquidating Debtors consist of: the Constellation Debtor, Lewek
Falcon Pte. Ltd (the "Falcon Debtor"), and EMAS CHIYODA Subsea
Marine Base LLC ("Marine Base Opco Debtor").
The Plan is structured with Chiyoda Corporation ("Chiyoda") and
Subsea 7 Finance (UK) PLC ("Subsea 7") as Plan Sponsors -- Chiyoda
and Subsea 7, in their capacities as Plan Sponsor, the "Plan
Sponsors" and, in their capacities as post-petition lenders, the
"DIP Lenders". The Plan Sponsors will provide cash, repay the DIP
Facility, and assume certain liabilities in exchange for equity in
the Emerging Debtors, except as otherwise provided in the Plan with
respect to the US Debtor, and certain other assets of the Debtors.
The Plan further provides for the acquisition of the newly issued
equity in (or in the case of the US Debtor, the assets of) Emerging
Debtors and certain assets of other Debtors (collectively referred
to herein as the "Purchased Assets") by a newly formed entity
("Newco") to be owned by a member of the Subsea 7 Group and
designated by Subsea 7.
If Newco acquires the equity in and/or assets of the Emerging
Debtors, the Plan will be funded from the proceeds of the Purchase
Price. The purchase price to be paid by the Newco for the
Purchased Assets shall be: (i) the GUC Cash, plus (ii) Plan Cash
Contribution, plus (iii) cash (the "DIP Loan Cash") in an amount
equal to all of the outstanding obligations of the DIP Borrower
under the DIP Credit Agreement (the "DIP Obligations"), plus (iv)
the assumption of the Assumed Liabilities collectively, the
"Purchase Price").
The Plan contemplates a pool of cash for Holders of Allowed General
Unsecured Claims against the Emerging Debtors called the "GUC
Cash." The GUC Cash will be (i) $4.5 million in Cash, plus (ii)
certain savings associated with reductions in anticipated cure
claims, plus (iii) 50% of the proceeds of the sale of the Ingleside
Spoolbase due to the Emerging Debtors over and above the Stalking
Horse Bid of $14,850,000, up to $2.5 million.
The Plan Support Agreement and the Plan further provide, subject to
certain conditions set forth therein and in the DIP Credit
Agreement, for continued funding of the Chapter 11 Cases through at
least June 29, 2017 to allow for a sale process to be completed by
the Constellation Debtor for the Constellation Vessel. Importantly,
this mechanism is critical to getting DNB and DBS, signatories to
the Plan Support Agreement, to support and vote in favor of the
Plan. If a Constellation Qualified Offer is not ultimately
accepted, the Constellation Lenders may take control of the
Constellation Vessel.
With respect to disposition of the Constellation Vessel, the Plan
Support Agreement provides that, should the Constellation Vessel be
conveyed to a purchaser under the terms of a Constellation
Qualified Offer, such conveyance shall be subject to a Short Term
Bareboat Charter in favor of the Constellation Debtor, which Short
Term Bareboat Charter will terminate on Sept. 30, 2017, subject to
certain optional extensions, as set forth in the Acceptable Plan.
If the Constellation Lenders do not accept a Constellation
Qualified Offer and if Subsea 7 is a Plan Sponsor on the Effective
Date of an Acceptable Plan, the Constellation Lenders will have the
option to put (the "Initial Charter Put Option") to Subsea 7 or its
designee an Initial Bareboat Charter. If the Constellation Lenders
exercise the Initial Charter Put Option, Subsea 7 or its designee
shall have the option, on fourteen days' notice, to enter into a
Long Term Bareboat Charter. Moreover, the Plan Support Agreement
permits the ongoing review of potential alternative investors (an
"Alternative Plan Sponsor") who, in the view of the Debtors, in
consultation with the Creditors' Committee, may provide a superior
exit path. An Alternative Plan Sponsor must repay the DIP
Facility in cash in full at such time that the Debtors may elect to
go forward with such alternative investor.
About Emas Chiyoda Subsea Ltd
EMAS CHIYODA Subsea Limited is an international heavy lift subsea,
offshore and onshore contractor offering engineering, procurement,
construction, transportation, installation, and commissioning
services at every stage of the project lifecycle to deliver complex
construction projects for customers.
EMAS CHIYODA Subsea Limited and its affiliates filed voluntary
Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on
Feb. 27, 2017.
The Debtors estimated assets of $500 million to $1 billion and
liabilities between $100 million and $500 million.
The cases are assigned to Judge Marvin Isgur.
The Debtors' bankruptcy counsel are George N. Panagakis, Esq.,
Justin M. Winerman, Esq., and Roy Leaf, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois; Dominic McCahill,
Esq., and Kathlene Burke, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in London.
The Debtors' co-counsel are John F. Higgins, Esq., Joshua W.
Wolfshohl, Esq., Aaron J. Power, Esq., Brandon J. Tittle, Esq., and
Eric M. English, Esq., at Porter Hedges LLP, in Houston, Texas.
The Debtors' managerial service provider is KPMG Services PTE. LTD.
The Debtors' claims and noticing agent is Epiq Bankruptcy
Solutions, LLC. WongPartnership LLP, is the Debtors' special
Singapore counsel
Judy A. Robbins, the U.S. Trustee for Region 7, on March 21
appointed five creditors of EMAS CHIYODA Subsea Limited, et al., to
serve on the official committee of unsecured creditors. Akin Gump
Strauss Hauer & Feld LLP serves as the Committee's counsel.
Alvarez & Marsal North America, LLC, serves as the Committee's
financial advisors.
* * *
On May 24, 2017, the Debtors filed their Third Amended Joint
Chapter 11 Plan of Reorganization. On May 25, the Court entered an
order approving the adequacy of the Third Amended Disclosure
Statement. A hearing has been set for June 29, 2017 on
confirmation of the Debtor's Plan.
EMPIRE RENTALS: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: Empire Rentals LLC
4526 E 200th Street
Hastings, MN 55033
Business Description: Empire Rentals listed its business as a
single asset real estate as defined in 11
U.S.C. Section 101(51B)) The Company has
fee simple interests in real properties
located in Vermillion Township, Minnesota
valued at $2.82 million. It also owns a fee
simple interest in a real property legally
described as Lots 1 and 2, Auditor's
Subdivision No. 24, Dakota County,
Minnesota with a current value of $350,000.
Web site: http://www.SleepHereCheap.com/
Chapter 11 Petition Date: June 9, 2017
Case No.: 17-31929
Court: United States Bankruptcy Court
District of Minnesota (St Paul)
Judge: Hon. Kathleen H Sanberg
Debtor's Counsel: John D. Lamey, III, Esq.
LAMEY LAW FIRM, P.A.
980 Inwood Ave N
Oakdale, MN 55128
Tel: 651-209-3550
E-mail: bankrupt@lameylaw.com
Total Assets: $3.22 million
Total Liabilities: $1.71 million
The petition was signed by Vernon Napper, chief manager.
The Debtor's list of four largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/mnb17-31929.pdf
ERNEST VICKNAIR: Sale of Football Tickets and Parking Passes Denied
-------------------------------------------------------------------
Judge Elizabeth W. Magner of U.S. Bankruptcy Court for the Eastern
District of Louisiana denied Ernest Vicknair's sale of LSU football
tickets and parking passes for $13,550.
Prior to filing bankruptcy, the Debtor paid $17,785 to the Tiger
Athletic Foundation ("TAF"). TAF will refund to the Debtor's
estate the sums of $17,170 donated to TAF pre-petition by the
Debtor and $615 Dollars donated to Louisiana State University
Athletics pre-petition by the Debtor.
Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D.
La. Case No. 17-11059) on April 27, 2017. The Debtor tapped Eric
J. Derbes, Esq., at The Derbes Law Firm, LLC, as counsel.
ESPLANADE: Sale of Algonquin Property to VEREIT for $6.3M Approved
------------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized the sale by Esplanade HL, LLC
("EHL") and its debtor-affiliates of commercial real property
located at 2360 South Randall Road in Algonquin, Illinois, to
VEREIT Acquisitions, LLC, or its designee or assignee, for
$6,264,000.
On May 10, 2017, the Court entered an order approving the bidding
procedures, pursuant to which it, inter alia, authorized EHL to
conduct an auction.
The sale is free and clear of all liens, claims, liabilities, and
encumbrances. The net proceeds of the sale will be deposited into
EHL's DIP account, and no such proceeds may be disbursed unless
pursuant to a plan of reorganization or by other further Order of
the Court.
EHL is authorized to assume and assign the Lease to the Purchaser
in accordance with the Purchase Agreement and the Order free and
clear of all interests, and to execute and deliver to the Purchaser
such documents or other instruments as may be necessary to assign
and transfer the Lease to the Purchaser.
To the extent applicable, the payment (or escrow) of the applicable
Cure Amounts by the Purchaser will (i) effect a cure of all
defaults existing thereunder as of the Closing; (ii) compensate for
any actual pecuniary loss to such counterparty resulting from such
default; and (iii) together with the assumption of the Lease by EHL
and the assignment of the Lease to the Purchaser, constitute
adequate assurance of future performance thereof. To further
facilitate the assumption and assignment of the Lease, the contract
counterparty will be required to sign the Tenant Estoppel
Certificate no later than five days prior to the Closing.
EHL will escrow at $39,008, consisting of $38,400 in fees and costs
of $608, pending resolution of to Hobby Lobby Stores, Inc.'s
alleged cure claim and proof of claim no. 8-1 filed by Hobby
Lobby.
A&G, pursuant to that certain Real Estate Services Agreement dated
Dec. 2, 2016, as approved by the Court in its order granting the
Debtor's Application to Employ A&G Realty Partners, LLC, will be
paid at Closing in connection with and pursuant to the Purchase
Agreement. The Purchaser's broker, Hollingsworth & Associates,
will also be paid in accordance with the Purchase Agreement at
Closing.
Notwithstanding Rules 6004(h) and 6006(d), the Order will be
effective immediately upon entry and EHL is authorized to close the
transactions contemplated by the Purchase Agreement immediately
upon entry of the Order, subject to the terms of the Purchase
Agreement.
About Esplanade HL
Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each
filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct.
17, 2016. The petitions were signed by William Vander Velde III,
sole member and manager.
The Debtors are represented by Harold D. Israel, Esq. and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP. Esplanade HL's
case is assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's
case is assigned to Judge Donald R Cassling. 9501 W. 144th
Place's
case is assigned to Judge Timothy A. Barnes. 171 W. Belvidere
Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock
Ranch's case is assigned to Judge Deborah L. Thorne. The Debtors
have requested the joint administration of their cases.
Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.
FABRIC AVENUE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fabric Avenue, Inc.
dba Cailey 22
dba Ileet Designs
dba Fruit Shield
dba Red Tulips
dba Ethereal Los Angeles
dba Denim Avenue
dba Xiory
dba Fabric Chase
1820 East 48th Place, Unit D
Los Angeles, CA 90058
Case No.: 17-17089
Business Description: Fabrics Supplier
Chapter 11 Petition Date: June 9, 2017
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Sandra R. Klein
Debtor's Counsel: Raymond H. Aver, Esq.
LAW OFFICES OF RAYMOND H. AVER
A Professional Corporation
10801 National Boulevard, Suite 100
Los Angeles, CA 90064
Tel: (310) 571-3511
Fax: (310) 473-3512
E-mail: ray@averlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Samir F. Masri, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cacb17-17089.pdf
FARMACIA BRISAS: Case Summary & 9 Unsecured Creditors
-----------------------------------------------------
Debtor: Farmacia Brisas Del Mar, Inc.
Box 1238
Luquillo, PR 00773-2463
Business Description: Located Luquillo, Puerto Rico, Farmacia
Brisas is in the business of pharmacies and
drug stores activities. The Company
previously filed a voluntary petition under
Chapter 11 of the Bankruptcy Code on Jan. 8,
2016 (Bank. D.P.R. Case No. 16-00054).
Chapter 11 Petition Date: June 9, 2017
Case No.: 17-04155
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Victor Gratacos Diaz, Esq.
GRATACOS LAW FIRM, PSC
PO Box 7571
Caguas, PR 00726
Tel: 787 746-4772
E-mail: bankruptcy@gratacoslaw.com
Total Assets: $461,158
Total Liabilities: $1.61 million
The petition was signed by Ana I De La Cruz Padilla, secretary.
A copy of the Debtor's list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/prb17-04155.pdf
FARMERS GRAIN: Hearing Today on Further Access to Cash
------------------------------------------------------
Judge Terry L. Myers of the U.S. Bankruptcy Court for the District
of Idaho authorized Farmers Grain, LLC, for the interim use of cash
collateral for the period from June 1, 2017, through and including
June 12, 2017.
A hearing will be held on June 12, 2017 at 1:30 p.m. during which
the Court will consider final entry of an order authorizing the
Debtor's continued use of cash collateral.
Specifically, during the interim period, the Debtor is authorized
to use cash collateral for the following purposes and in the
following amounts: Vehicle Expenses - $180; Freight and Trucking -
$1,400; Gas and Oil - $10,000; Workers Comp - $480; Other insurance
- $1,760; Office Supplies - $800; Payroll - $80,000; Payroll taxes
- $8,000; Postage - $104; Repairs - $6,000; Supplies - $1,600;
Telephone - $320; Truck Tires - $2,400; Utilities - $4, 000; COGS:
Payment to DC Land - $82,035; COGS: Payment to Jensen Farms -
$176,430; COGS: payments to other grain elevators - $270,000; and
COGS: payments for deliveries of new grain during the interim
period - $300,000.
All grain producer creditors holding valid secured claims are
granted a postpetition adequate protection lien in all grain and
proceeds thereof, only to the extent of cash collateral used by the
Debtor.
Rabo AgriFinance is granted adequate protection liens in all farm
products, inventory, accounts, equipment, general intangibles,
hedging agreements, the motor vehicles described in Part 8 of the
Debtor's Schedule A/B and real estate described in Part 9 of the
Debtor's Schedule A/B, and the products and proceeds thereof which
may be acquired by the Debtor after the Petition Date.
The Debtor will allow any creditor the right to inspect its
collateral, and will cooperate with the creditor in the appraisal
of the creditor's collateral, including the motor vehicles
disclosed in Debtor's Schedules having a fair market value of
$1,184,093 and real estate disclosed in Debtor’s Schedules having
a fair market value of $4,131,899.
A full-text copy of the Order, dated June 5, 2017, is available at
https://is.gd/nZTG1w
About Farmers Grain LLC
Based in Nyssa, Oregon, Farmers Grain LLC buys and sells grain,
dry, soya, and inedible beans. Farmers Grain holds a fee simple
interest in a real property located at 110, 114, & 255 King Ave. in
Nyssa, including all structures and other fixtures valued at $4.13
million.
Farmers Grain sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Idaho Case No. 17-00450) on April 18, 2017. The
petition was signed by Galen Jantz, manager. At the time of the
filing, the Debtor disclosed $14.10 million in assets and $15.55
million in liabilities.
The case is assigned to Judge Terry L. Myers.
Angstman Johnson is serving as counsel to the Debtor, with the
engagement led by Matthew T. Christensen.
FEFIFO LLC: 0.739-Acre Lot Up for Auction on July 5
---------------------------------------------------
FEFIFO, LLC's 0.739-acre real property in Gainesville, Georgia,
including improvements on the premises, will be sold at public
auction on July 5, 2017.
Proceeds from the sale will be used to pay off debt under a June 4,
2009 promissory note the Debtor delivered to Hamilton State Bank in
the original amount of $484,500.
The Bank has declared the Debtor in default.
The auction was first set for June 6, but then moved to July.
About Fefifo LLC
Fefifo LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 16-22175) on October 27, 2016,
listing assets and liabilities of less than $1 million.
The Debtor hired Kelley & Clements LLP as counsel and Premier
Brokers of Georgia as real estate broker.
The U.S. Bankruptcy Court entered an order dated April 17, 2017,
that granted Hamilton State Bank relief from the automatic
bankruptcy stay in order to commence and complete non-judicial
foreclosure proceedings with respect to the real and personal
property described in this Notice of Sale.
Hamilton State Bank is represented by:
Brad Baldwin
Burr & Forman LLP
171 17th Street, N.W., Suite 1100
Atlanta, GA 30363
Tel: (404) 815-3000
Fax: (404) 214-7930
E-mail: bbaldwin@burr.com
FRANZEN INT'L: Plan Outline Okayed, Plan Hearing on June 12
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas will
consider approval of the Chapter 11 plan of reorganization for
Franzen International, LLC at a hearing on June 12.
The hearing will be held at 10:00 a.m. (Central Time), at the
Hipolito F. Garcia Federal Building and United States Courthouse,
Room 505, 615 E. Houston Street, San Antonio, Texas.
The court approved the company's disclosure statement after finding
that it contains "adequate information."
About Franzen International
Franzen International, LLC, based in New Braunfels, Texas, was
formed in June 2007. At its inception, the Debtor was a site work,
excavation, utility and land development contractor focused on
commercial property development. As oil and gas exploration
exploded in the Eagle Ford Shale, Franzen expanded to service the
burgeoning market for oil field site work. By 2011, fifty percent
of Franzen's billings were for oil field site work.
The Debtor filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
16-51583) on July 13, 2016. In its petition, the Debtor estimated
$1 million to $10 million in both assets and liabilities. The
petition was signed by Travis Franzen, managing member.
The Hon. Craig A. Gargotta presides over the case. Raymond W.
Battaglia, Esq., at Law Offices of Ray Battaglia, PLLC, as
bankruptcy counsel.
On March 6, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization. The
disclosure statement was approved on May 4, 2017.
GABEL LEASE: To Pay Claims From Cash Contribution, Other Sources
----------------------------------------------------------------
Gabel Lease Service, Inc., filed with the U.S. Bankruptcy Court for
the District of Kansas its latest disclosure statement, which
explains the company's proposed plan to exit Chapter 11
protection.
According to the disclosure statement, GLS will pay all allowed
Class 4 general unsecured claims in full over the next five years
from these sources: (i) cash contribution of $250,000 from Brian
Gabel, who owns all stock in the company; (ii) Gabel's disposal
income; and (3) any recovery from Chapter 5 actions brought by the
official committee of unsecured creditors.
Regardless of the outcome of GLS' objection to Larson Engineering
Inc.'s claim, Mr. Brian's capital contribution will be first used
to pay administrative claims in full.
After payment of the administrative expenses, GLS' general
unsecured creditors will receive their pro rata share of the cash
contribution unless the court determines that the company has an
executory contract with Larson.
If the court rules in GLS' favor, the company will use the capital
contribution to help cure its default under the contract. This
would eliminate Larson's large unsecured claim and allow the other
remaining unsecured creditors to be paid in full from GLS'
disposable income over the next five years and any recovery from
Chapter 5 actions.
However, if the capital contribution is used by GLS to perform its
obligations under the contract, there will be no remaining funds
from the capital contribution to distribute to general unsecured
creditors, according to the latest disclosure statement filed on
May 26.
A copy of the amended disclosure statement is available for free at
https://is.gd/WVbSqb
About Gabel Lease Service
Gabel Lease Service, Inc. operates as a roustabout company in and
around Ness City, Kansas. GLS also sells pumping units to
customers. Due to the current economic climate, GLS' business
suffered a significant decrease in cash flow. The drop in
oil-and-gas prices has decreased the frequency in which GLS
provides roustabout services to customers and decreased the number
of customers willing to purchase pumping units from the company.
In early 2016, Larson Engineering, Inc., d/b/a Larson Operating
Co., filed suit against GLS in Ness County District Court, alleging
that it purchased 28 Gabel pumping units in 2008 and 2009 from GLS
and took delivery of only 5 pumping unit over a 5-year period.
Eventually, on Dec. 7, 2015, Larson claims it demanded the delivery
of the remaining units and filed suit when GLS failed to do so.
Facing the Larson suit and other cash-flow problems, GLS filed a
Chapter 11 petition (Bankr. D. Kan. 16-11948) on Oct. 5, 2016. The
petition was signed by Brian Gabel, president. At the time of
filing, the Debtor estimated assets of less than $500,000 and
liabilities of $1 million to $10 million.
Judge Robert E. Nugent presides over the case. The Debtor is
represented by Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC.
The Debtor hired Keenan Law Firm, P.A. as special
counsel; and Adams, Brown, Beran & Ball, Chtd. as its accountant.
On November 21, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired Tom
R. Barnes II, Esq., at Stumbo Hanson, LLP as its legal counsel.
On March 20, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
GAMAXPORT INC: C.M. Rivera to Get $2K per Month Until Paid in Full
-------------------------------------------------------------------
Gamaxport Inc., Komodidad Distributors, Inc., G.A. Design &
Sourcing, Corp., G.A. Property Development, Corp., and G.A.
Investors, S.E., filed with the U.S. Bankruptcy Court for the
District of Puerto Rico a first amended disclosure statement dated
May 28, 2017, referring to the Debtors' joint first amended plan
dated May 28, 2017.
The Court has scheduled a hearing on confirmation of the Amended
Plan to commence on June 22, 2017, at 9:30 a.m.
The Class 6 Allowed Secured Claim of Carmen Miranda Rivera --
estimated at $135,201.67 -- is impaired by the Plan. Mrs. Rivera
is expected to recover 100%. The Allowed Secured Claim of Mrs.
Rivera secured by a parcel of land acquired by Debtors for parking
spaces at the Debtors' Caguas facilities, will be paid through
equal consecutive monthly installments of $2,000, including
interest at 4.5% per annum, commencing on the Effective Date, until
the full payment of her claim.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-04170-222.pdf
As reported by the Troubled Company Reporter on Jan. 9, 2017, the
Debtors filed with the Court a disclosure statement referring to
the Debtors' consolidated plan of reorganization dated Dec. 27,
2016, which stated that Class 5 General Unsecured Claims --
estimated at $4,951,485.83 -- is impaired under the Plan. Holders
of Allowed General Unsecured Claims in excess of $1,000, excluding
those from Debtor's shareholders and affiliates (which, for the
avoidance of any doubt, will be cancelled and extinguished on the
Effective Date and will not receive any recovery under the Plan),
will be paid in full satisfaction of their claims 25% thereof
through 60 equal consecutive monthly installments of approximately
$20,200, commencing on the Effective Date of the Plan and
continuing on the 30th day of the subsequent 59 months. Holders of
allowed General Unsecured Claims of $1,000 or less, will receive in
full satisfaction of their claims 25% thereof, in cash, on the
Effective Date of the Plan.
About Gamaxport Inc.
Gamaxport, Inc., filed a Chapter 11 petition (Bankr. D. P.R. Case
No. 3:16-bk-04170) on May 25, 2016. The Debtor is represented by
Javier Vilarino, Esq., at Vilarino & Associates, LLC. Judge
Mildred Caban Flores presides over the case.
About Komodidad Distributors
Komodidad Distributors, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 16-04161) on May 25, 2016. The
petition was signed by Jorge Galliano, president. The Hon.
Enrique S. Lamoutte Inclan presides over the case. The Debtor
estimated assets of $50 million to $100 million and estimated
debts of $10 million to $50 million.
Komodidad Distributors' Chapter 11 case is jointly administered
with those of G.A. Design & Sourcing, Inc., GMAXPORT, Inc., G.A.
Investors, S.E., and G.A. Property Development, Corp., under
(Bankr. D.P.R. Case No. 16-04164).
GAURI-SHANKAR LP: Equity Now Objects to Plan, Disclosures
---------------------------------------------------------
Equity Now, Inc., objects to the disclosure statement accompanying
the plan of reorganization, dated April 28, 2017, filed by
Gauri-Shankar, L.P.
Equity Now is the holder of a claim secured by a Mortgage on
Debtor's property located at 1805 Concordia Street, in Pittsburgh,
Pennsylvania. This claim relates to a Note dated May 17, 2006, in
the principal amount of $325,000 and secured by a Mortgage also
dated May 17, 2006, and recorded with the Recorder of Deeds for
Allegheny County, Pennsylvania, on May 22, 2006, as Instrument No.
2006-53946.
Equity Now complains that the Disclosure Statement lacks adequate
information and describes a Plan of Reorganization that is
non-confirmable on its face. The Plan and Disclosure Statement fail
to adequately provide for the Claim of Equity Now.
The Disclosure Statement provides that the Debtor's secured claims,
as Class 2 claims, will be paid in full. As a secured creditor,
Equity Now claims that it should be included in Class 2.
The Disclosure Statement is inadequate, inaccurate and misleading
with respect to Equity Now's Claim which is the largest secured
claim in the Debtor's chapter 11 case.
Further, the Disclosure Statement and Plan do not provide terms for
the amounts the Debtor will pay to Equity Now or when the Debtor
will make payment to Equity Now and therefore fails to provide
sufficient information for Equity Now to determine whether it
should or should not vote in favor of the Plan.
In addition, by not specifying that amounts to be paid to Equity
Now, the Disclosure Statement does not contain sufficient
information to enable creditors or this Court to determine if the
Plan is feasible.
Premises considered, Equity Now, Inc. requests the Court enters an
order denying approval of the Disclosure Statement and for such
other and further relief as this Court deems just and proper.
The Troubled Company Reporter reported on May 17, 2017, that under
the Plan, unsecured creditors will receive the full value of their
claims. Secured creditors will retain their lien and be paid the
full value of their secured interest.
Periodic payments will be made to creditors. The amount of each
payment (aggregate to all unsecured claimants) is $6768.64.
The Disclosure Statement is available at:
http://bankrupt.com/misc/pawb16-24066-68.pdf
Counsel for Equity Now, Inc.:
Jillian Nolan Snider, Esq.
TUCKER ARENSBERG, P.C.
1500 One PPG Place
Pittsburgh, PA 15222
Tel: (412) 566-1212
Email: jsnider@tuckerlaw.com
About Gauri-Shankar L.P.
Gauri-Shankar, L.P., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-24066) on Oct. 31,
2016. The petition was signed by Francisco de Juan, president.
At the time of the filing, the Debtor estimated assets of less
than
$50,000 and liabilities of less than $500,000.
GENERAL NUTRITION: Bank Debt Trades at 10% Off
----------------------------------------------
Participations in a syndicated loan under General Nutrition is a
borrower traded in the secondary market at 89.95
cents-on-the-dollar during the week ended Friday, June 2, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.24 percentage points from the
previous week. General Nutrition pays 250 basis points above LIBOR
to borrow under the $1.35 billion facility. The bank loan matures
on March 2, 2019 and carries Moody's Ba3 rating and Standard &
Poor's BB rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended June 2.
GENON ENERGY: Finalizing RSA with NRG and Noteholders
-----------------------------------------------------
As previously disclosed, GenOn Energy, Inc. has entered into a
Consent Agreement with NRG Energy, Inc., certain holders
representing greater than 90% in aggregate principal amount of
GenOn's outstanding senior unsecured notes and certain holders
representing greater than 90% in aggregate principal amount of
GenOn Americas Generation, LLC's outstanding senior unsecured
notes. Pursuant to the Consent Agreement, GenOn, NRG and the
Consenting Holders have agreed to use commercially reasonable
efforts and work in good faith to support and negotiate definitive
documentation consistent with an agreement in principle regarding
the terms of a consensual restructuring of GenOn's and GAG's
indebtedness and a settlement of claims against NRG and certain
other parties, subject to corporate and credit committee approvals
and certain termination rights.
The parties continue negotiating, documenting and finalizing a
Restructuring Support Agreement. Consistent with the Consent
Agreement, the parties have agreed to extend the term of the
Consent Agreement to 11:59 p.m. Eastern Time, on June 9, 2017, to
facilitate those negotiations. The Consent Agreement will
terminate according to its terms on the earlier of the Termination
Time (unless further extended) or the execution and delivery of the
RSA; provided that GenOn has the right to terminate the Consent
Agreement, solely as to GenOn, at any time upon delivery of written
notice to the other parties, provided that such termination will
not affect a termination of the Consent Agreement as between the
Consenting Holders and NRG.
About GenOn Energy
GenOn Energy, Inc. and its affiliates are wholesale power
generation subsidiaries of NRG Energy Inc., which is a competitive
power company that produces, sells and delivers energy and energy
services, primarily in major competitive power markets in the U.S.
GenOn is an indirect wholly-owned subsidiary of NRG. GenOn was
incorporated as a Delaware corporation on Aug. 9, 2000, under the
name Reliant Energy Unregco, Inc. GenOn Americas Generation and
GenOn Mid-Atlantic are indirect wholly owned subsidiaries of
GenOn.
GenOn Americas Generation was formed as a Delaware limited
liability company on Nov. 1, 2001, under the name Mirant Americas
Generation, LLC. GenOn Mid-Atlantic was formed as a Delaware
limited liability company on July 12, 2000, under the name
Southern Energy Mid-Atlantic, LLC. GenOn Mid-Atlantic is a
wholly-owned subsidiary of NRG North America and an indirect wholly
owned subsidiary of GenOn Americas Generation. The GenOn entities
are engaged in the ownership and operation of power generation
facilities; the trading of energy, capacity and related products;
and the transacting in and trading of fuel and transportation
services.
GenOn Energy reported net income of $81 million on $1.86 billion of
total operating revenues for the year ended Dec. 31, 2016, compared
to a net loss of $115 million on $2.37 billion of total operating
revenues for the year ended Dec. 31, 2015. As of
March 31, 2017, GenOn Energy had $4.81 billion in total assets,
$4.51 billion in total liabilities and $304 million in total
stockholders' equity.
The Company's independent auditors issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2016. KPMG LLP, in Philadelphia, Pennsylvania,
noted that GenOn does not have sufficient liquidity to satisfy its
obligations as of Dec. 31, 2016.
GHX ULTIMATE: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Temasek Holdings is acquiring a majority stake in GHX Ultimate
Parent Corp., a parent company of Global Healthcare Exchange LLC.
(B/Stable/--), in a leveraged transaction. We estimate pro forma
funded leverage will increase to 8.8x from 7.4x. While leverage
increases as a result of the transaction, S&P Global Ratings
continues to expect the company to generate moderate discretionary
cash flow.
S&P Global Ratings affirmed its 'B' corporate credit rating on
Global Healthcare Exchange LLC. The outlook is stable.
At the same time, S&P assigned its 'B' corporate credit rating to
GHX Ultimate Parent Corp., a parent company of operating subsidiary
Global Healthcare Exchange. The outlook is stable. S&P
subsequently withdrew its corporate credit rating on Global
Healthcare Exchange.
In addition, S&P assigned a 'B' issue-level rating and '3' recovery
rating to GHX's proposed $518 million first-lien credit facilities,
which include a $30 million revolving credit facility and a $488
million term loan. The recovery rating is '3' indicating S&P's
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of a payment default.
Proceeds of the proposed facilities will be used to fund Temasek's
purchase of a majority stake in the company, including repaying
Global Healthcare Exchange's current debt. S&P expects to withdraw
the existing issue-level rating on Global Healthcare Exchange's
debt once it is repaid.
"Despite an increase in leverage, we affirmed the ratings on Global
Healthcare Exchange because we continue to expect the company will
generate moderate free cash flow," said S&P Global Ratings credit
analyst Adam Dibe. S&P expects revenue and EBITDA will grow at a
relatively rapid rate due to upselling services to core exchange
members and operating leverage. S&P thinks capital expenditures,
excluding capitalized software costs, will be relatively low and
working capital will be a modest source of cash as the company
grows because it receives payment in advance. Further, S&P expects
the company will pay dividends in-kind on the preferred stock.
The rating also reflects the company's relatively small size and
narrow business focus on a cloud-based exchange, which makes GHX
vulnerable to competitive threats and unforeseen shifts in the
supply chain or technology.
The company provides a service for a niche market, which makes it
vulnerable to changes in the marketplace. S&P views the business
as a service rather than one based on a proprietary information
technology platform. While the company processes considerable
dollar volume and is a leader in this niche, the health care
Software as a Service (SaaS) market has very few barriers to entry
that would prevent a larger competitor from expanding further into
cloud-based exchange services and providing better solutions to
GHX's customers. S&P views the services that GHX provides as
vulnerable to unforeseen shifts in the supply chain or technology,
such as standardization of product information, more transparency
on pricing, and consolidation among group purchasing organizations
(GPOs) that could threaten the value-added benefits of the business
model.
The stable outlook reflects S&P's expectation that the company's
revenue will grow at a mid- to high-single-digit rate and that its
margins will expand, enabling the company to generate free cash
flow despite very high leverage.
S&P could lower the rating if competitive threats result in an
unexpected shortfall in contract renewals and contract price
pressures that leads to margin contraction. Such an occurrence
could result in revenue declining at a low-single-digit rate, the
EBITDA margin decreasing by 100 basis points or more, and in
marginal free cash flow generation and FFO coverage of cash
interest deteriorating to below 1.5x. This could also change S&P's
perception of GHX's business and lead us to revise downward our
business risk assessment. Given very high leverage and variable
rate debt, a 250-basis-point increase in interest rates could also
lead to a decline in FFO coverage of cash interest to below 1.5x.
Lastly, if the company remains acquisitive and meaningful
integration costs continually depress cash flow, S&P could also
consider lowering the rating.
While unlikely, S&P could raise the rating if reported leverage
declines to less than 5x and we believe the company's financial
policy is committed to maintaining reported leverage at that level.
GOD'S CHARIOTS: Taps Chattel as Real Estate Broker
--------------------------------------------------
God's Chariots To The Heavenly Highway Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
a real estate broker.
The Debtor proposes to hire Chattel Real Estate to market and sell
its real property located at 844 St. Ann's Avenue in Bronx County.
The firm will get a commission of 3% of the gross sales price for
the property.
Robert Williams, president of Chattel Real Estate, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert Williams
Chattel Real Estate
841 Cortlandt Avenue
Bronx, NY 10451
About God's Chariots To The
Heavenly Highway Inc.
God's Chariots To The Heavenly Highway Inc. is a religious
corporation that was formed in early 2014. It holds title to the
property, which has eight commercial units, located at 844 St.
Ann's Avenue in Bronx County.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 16-13585) on December 27, 2016.
Bernel-Arthur Richardson, administrator, signed the petition.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of less than $500,000.
Judge Stuart M. Bernstein presides over the case. The Law Office
of Anthony M. Vassallo represents the Debtor as bankruptcy counsel.
GOVERNORS STATE UNIV: Moody's Lowers Rating on UFS Bonds to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded Governors State
University, IL's (GSU) rating on University Facilities System (UFS)
Revenue Bonds to Ba3 from Ba1 ($6 million outstanding) and the
Certificates of Participation (COPs) rating to B1 from Ba2 ($12
million outstanding). The outlook is negative. This concludes the
review for downgrade initiated on April 17, 2017. The downgrades
reflect GSU's materially weakening liquidity as it attempts to cope
with the failure of the State of Illinois (Baa3 negative) to enact
a full-year budget since fiscal 2015. The Ba3 rating on the UFS
bonds reflects the secured interest in revenues and still
sufficient liquidity to address near-term challenges posed by the
state's ongoing budget impasse. Though the university previously
experienced favorable enrollment growth, enrollment is now starting
to decline.The B1 rating on the COPs reflects the unsecured nature
of the pledge with the weakening liquidity resulting in thinner
available funds. It incorporates a still unlikely but increasing
risk of termination of the purchase contract upon both
non-appropriation and non-availability of funds given the prolonged
lack of a budget and drain on liquidity. Favorably, the open-system
University Financing System broadens the reserves and revenue
available for payment on the COPs, when available.
Rating Outlook
The negative outlook reflects the potential for further credit
deterioration given GSU's exposure to ongoing potential delays and
reductions in state funding with limited alternative revenue growth
potential. Absent state funding, further deterioration of already
thin liquidity is highly likely. The negative outlook also reflects
expectations for declining enrollment, reversing a previously
favorable trend for the university.
Factors that Could Lead to an Upgrade
Significant and sustained growth in liquidity
Resumption of steady and consistent state support contributing to
improved operating performance
Factors that Could Lead to a Downgrade
Ongoing decline in directly paid state operating support or
"on-behalf" payments for pension and other post-retirement health
benefits
Inability to further adjust to changes in state funding
Further material declines in liquidity
Enrollment and net tuition revenue declines
For the COPs, failure to appropriate funds for debt service
Legal Security
The UFS bonds are secured by the net revenues of the University
Facilities System, as well as mandatory student fees and tuition
revenues, subject to the prior payment of operating and maintenance
expenses of the University Facilities System, but only to the
extent necessary. There is a rate covenant to provide 2.0 times
coverage of maximum annual debt service from pledged revenue, as
well an additional bonds test. There is no debt service reserve
fund, and accumulated surpluses from the UFS system may be used to
support any lawful purpose. In fiscal 2016, MADS coverage from
total funds available for debt service was over 20 times.The
Certificates of Participation (COPs) are unsecured but payable from
both state-approprated funds and from budgeted legally available
funds of the university from sources other than state
appropriations, including tuition and fees. While the COPs
typically benefit from the breadth of revenue available to pay debt
service, the lack of state appropriations and tightening operating
budget weakens this structure. The obligation to pay can be
terminated in the event that the university does not receive
sufficient state appropriations and does not have other legally
available funds.
Use of Proceeds. Not applicable
Obligor Profile
Governors State University is a four-year regional public
university located approximately 30 miles south of Chicago. As a
key provider of education for first generation college students,
the university implements academic programs geared towards the
specific needs of this population.
Methodology
The principal methodology used in this rating was Global Higher
Education published in November 2015.
GREEN FUEL: Plan Confirmation Hearing Rescheduled for June 21
-------------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona issued an amended order approving Green Fuel
Technologies, LLC's second amended disclosure statement referring
to its plan of reorganization.
The hearing to consider confirmation of the plan shall be held on
June 21, 2017, at 1:30 p.m. at the U.S. Bankruptcy Court located at
38 S. Scott Avenue, Courtroom 446, Tucson, Arizona.
Ballots accepting or rejecting the plan must be received by the
Plan Proponent by 5:00 p.m. on Wednesday, June 14, 2017.
The last day for filing with the Court and serving written
objections to confirmation of the plan is fixed at 5:00 p.m. on
Wednesday, June 14, 2017.
The Troubled Company Reporter previously reported that Class 6
unsecured claims will be paid in full with interest at the rate of
3.5% per annum by making quarterly payments on a pro rata basis
over a period of 60 months.
A copy of the second amended disclosure statement is available for
free at:
https://is.gd/cYgUUE
About Green Fuel Technologies
Based in Phoenix, Arizona, Green Fuel Technologies was established
as an alternative energy company in 1999.
The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
17-00594) on Jan. 20, 2017. The petition was signed by John
Casey,
managing member. At the time of the filing, the Debtor estimated
$1 million to $10 million in both assets and liabilities.
The case is assigned to Judge Brenda Moody Whinery. Pernell W.
McGuire, Esq., at Davis Miles McGuire Gardner, PLLC, serves as the
Debtor's bankruptcy counsel.
On April 11, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
GYMBOREE CORP: Bank Debt Trades at 56% Off
------------------------------------------
Participations in a syndicated loan under Gymboree Corp is a
borrower traded in the secondary market at 44.10
cents-on-the-dollar during the week ended Friday, June 2, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.57 percentage points from the
previous week. Gymboree Corp pays 350 basis points above LIBOR to
borrow under the $0.82 billion facility. The bank loan matures on
Feb. 23, 2018 and carries Moody's Caa3 rating and Standard & Poor's
CC rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 2.
HALO HOME HEALTH: Needs Access to Cash Collateral Through August
----------------------------------------------------------------
Halo Home Health, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Texas for the continued use of
cash collateral and management of its home health
business/operations based on the 90day projected budget.
Specifically, the Debtor requests the use of the cash collateral to
continue operating the home health services business and paying
those expenses listed in the Budget which will effectively result
in: (i) the maintenance and preservation of the Bankruptcy Estate;
and (ii) provide the foundation for the Debtor's successful
reorganization. The Budget projection for the month of June
through August 2017 reflects total expenses in the aggregate amount
of $242,985.
The Debtor's only source of income is the revenue generated from
the operation of its home health care business. Currently, the
Debtor does not have sufficient unencumbered cash or other assets
with which to continue to operate its business in Chapter 11. Such
that, if the Debtor is not permitted to use those funds to manage,
maintain and operate the home health business, it cannot exist.
The Internal Revenue Service holds a secured federal tax lien of
approximately $352,080 secured by all of the Debtor's assets.
Accordingly, the Debtor proposes to grant the IRS a replacement
lien on all inventory and accounts receivable acquired by the
Debtor since the Petition Date.
The Debtor ratifies and confirms the federal tax lien filed on the
Debtor's inventory, accounts and fixtures perfected by the IRS
prior to the Petition Date and affirms that such lien and
replacement lien will continue until further Order of the Court or
confirmation of a Plan of Reorganization.
The Debtor asserts that in the event it is authorized to use such
cash collateral, lien holders will be adequately protected by the
value of the home health services business and the cash payments.
But the Debtor will provide continuing postpetition liens to the
lienholders to the extent the lienholders have valid prepetition
security interests in the cash collateral.
A full-text copy of the Debtor's Motion, dated June 6, 2017, is
available at https://is.gd/8Rcv1u
A copy of the Debtor's Budget is available at https://is.gd/SxMow6
The Debtor's attorneys:
Marcos D. Oliva, Esq.
Leigh Ann Tognetti, Esq.
Jana Smith Whitworth, Esq.
MARCOS D. OLIVA. P.C.
223 W. Nolana Boulevard
McAllen, Texas 78504
Telephone: (956) 683-7800
Fax: (956) 868-4224
E-mail: marcos@olivalawfirm.com
leighann@olivalawfirm.com
jana@olivalawfirm.com
About Halo Home Health
Halo Home Health, LLC, which runs a home health services business,
filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-10200) on
June 1, 2017, estimating less than $500,000 in assets and $500,000
to $1 million in liabilities.
Marcos D. Oliva P.C. is the Debtor's counsel, with the engagement
led by Marcos D. Oliva, Esq., Leigh Ann Tognetti, Esq. and Jana
Smith Whitworth, Esq.
The Debtor has continued in possession of its properties and
operation of its business as debtor-in-possession, pursuant to 11
U.S.C. Sec. 1107 and 1108. The Court has not appointed a trustee
or examiner and no has an official committee been established in
the Chapter 11 proceeding.
HANESBRANDS INC: Egan-Jones Cuts Sr. Unsecured Ratings to BB+
-------------------------------------------------------------
Egan-Jones Ratings, on May 31, 2017, lowered the local currency and
foreign currency senior unsecured ratings on debt issued by
Hanesbrands Inc to BB+ from BBB-.
Hanesbrands Inc. is an American clothing company based in
Winston-Salem, North Carolina. It employs 65,300 people
internationally.
HANISH LLC: Court Denies Approval of Plan Outline
-------------------------------------------------
For reasons set forth on the record, the Hon. Bruce A. Harwood of
the U.S. Bankruptcy Court for the District of New Hampshire has
denied approval of Hanish, LLC's amended disclosure statement
referring to the Debtor's third plan of reorganization dated March
15, 2017.
As reported by the Troubled Company Reporter on April 27, 2017, the
Debtor filed with the Court a third disclosure statement for the
third plan of reorganization dated March 15, 2017 (second amended).
Under that Plan, general Unsecured Claims over $5,000 will be paid
as follows: $7,500 per year on the first anniversary of the
Effective Date for 6.5 consecutive years (depending upon the amount
of claims), instead of 7-10 consecutive years proposed in the
previous plan, will constitute complete payment under the Plan -- a
total payment of approximately $75,000 for the term of the Plan.
The dividend is 100% for unsecured claims. This class is
impaired.
About Hanish, LLC
Hanish, LLC, owns and operates a 59-unit Fairfield Inn & Suites by
Marriott in Hooksett, N.H. The company sought Chapter 11
protection (Bankr. D. N.H. Case No. 16-10602) on April 26, 2016,
and is represented by Steven M. Notinger, Esq., at Notinger Law,
PLLC. The petition was signed by Nayan Patel, managing member.
Judge Bruce A. Harwood presides over the case.
The Debtor estimated its assets and debts at $1 million to $10
million at the time of the filing. A list of the Debtor's 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/nhb16-10602.pdf
HCA INC: Fitch Rates Senior Secured Notes 'BB+/RR1'
---------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to HCA Inc.'s (HCA)
proposed senior secured notes issuance. Proceeds will be used to
fund planned acquisitions and for general corporate purposes. The
Rating Outlook is Stable. The ratings apply to $31.7 billion of
debt outstanding at March 31, 2017.
KEY RATING DRIVERS
HCA's 'BB' rating reflects:
Industry-Leading Financial Flexibility: HCA has hospital
industry-leading operating margins and generates consistent and
ample discretionary FCF (operating cash flows less capex).
Financial flexibility has improved significantly in recent years as
a result of organic growth in the business as well as proactive
management of the capital structure.
Expect Stable Leverage: Fitch forecasts that HCA will produce cash
flow from operations (CFO) of about $4.8 billion in 2017, and will
prioritize use of cash for M&A, organic investment in the business,
and share repurchases. At 4x, HCA's leverage is below the average
of the group of publicly traded hospital companies, and Fitch does
not believe that there is a compelling financial incentive for HCA
to use cash for debt reduction.
Secular Headwinds Driving Operating Outlook: Measured by revenues,
HCA is the largest operator of for-profit acute care hospitals in
the country, with a broad geographic footprint. The company
benefited from this during a period of several years of weak
organic operating trends in the for-profit hospital industry.
Although industry operating trends have improved since mid-2014,
secular challenges, including a shift to lower-cost care driven by
health insurer scrutiny and increasing healthcare consumerism, are
a continuing headwind to organic growth.
More Predictable Capital Deployment: The sponsors of a 2006 LBO
previously directed HCA's financial strategy, but their ownership
stake decreased steadily following a 2011 IPO. Under the direction
of the LBO sponsors, HCA's ratings were constrained by
shareholder-friendly capital deployment; HCA has so far had a more
consistent and predictable approach to funding shareholder payouts
under public ownership and an independent board of directors.
Uncertain Future of the Affordable Care Act: A common aspect of the
various changes to the ACA so far proposed by Republicans is that
the new policies would reduce access to and affordability of health
insurance for individuals who rely on either the individual health
insurance market or state Medicaid programs for coverage. Any
policy that rolls back insurance coverage will result in a weaker
payor mix for acute care hospitals and this would pressure margins
unless offset by cost-saving measures or higher reimbursement.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for HCA include:
-- Organic revenue growth of 4% in 2017 and 2018, driven by a
2%-3% increase in patient volumes with the remainder contributed by
growth in pricing;
-- Operating EBITDA margin compression of about 80bps through the
end of 2018, primarily as the result of negative operating leverage
as patient volume growth rates slow versus the higher level seen in
2014-2015 and growth in pricing slows;
-- Fitch forecasts EBITDA before dividends to associates and
minorities of $8.7 billion and discretionary FCF of $1.7 billion in
2017 for HCA, with capital expenditures of about $3 billion. Higher
capital spending is related to growth projects that support the
expectation of EBITDA growth through the forecast period;
-- Debt due in 2017-2019 is refinanced, resulting in gross
debt/EBITDA after dividends to associates and minorities maintained
near 4x through the forecast period.
RATING SENSITIVITIES
The 'BB' Issuer Default Rating (IDR) considers HCA operating with
leverage (total debt/EBITDA after associate and minority dividends)
around 4x and with a discretionary FCF margin of 4%-5%. A downgrade
of the IDR to 'BB-' is unlikely in the near term, since these
targets afford HCA with significant financial flexibility to
increase acquisitions and organic capital investment while still
returning a substantial amount of cash to shareholders.
An upgrade to a 'BB+' IDR is possible if HCA maintains leverage at
3.5x or below. In addition to a commitment to operate with lower
leverage, improvement in organic operating trends in the hospital
industry would support a higher rating for HCA. Evidence of an
improved operating trend would include sustained positive growth in
organic patient volumes, improvement in the payor mix with fewer
uninsured patients and correspondingly lower bad-debt expense.
LIQUIDITY
HCA's liquidity profile is solid. There are no significant debt
maturities in 2017. Large maturities include $500 million of HCA
Inc. unsecured notes in 2018, $2.1 billion of HCA Inc. secured
notes in 2019 and $3.1 billion of ABL revolver borrowings maturing
in 2019. Fitch believes that HCA's operating outlook and financial
flexibility are amongst the best in the hospital industry,
affording the company good market access to refinance upcoming
maturities.
At March 31, 2017, HCA's liquidity included $753 million of cash on
hand, $2.1 billion of available capacity on its senior secured
credit facilities and latest 12 months (LTM) discretionary FCF of
about $2.2 billion. HCA's EBITDA/ interest paid is solid for the
'BB' rating category at 4.6x and the company had an ample operating
cushion under its bank facility financial maintenance covenant,
which requires debt net of cash maintained at or below 6.75x
EBITDA.
HCA's secured debt rating is rated 'BB+/RR1', one notch above the
IDR, illustrating Fitch's expectation of superior recovery
prospects in the event of default. The first-lien obligations,
which include the bank terms loans, revolving credit facilities and
the first-lien secured notes, are guaranteed by all material wholly
owned U.S. subsidiaries of HCA, Inc. that are "unrestricted
subsidiaries" under the HCA Inc. unsecured note indenture dated
Dec. 16, 1993.
The HCA Inc. unsecured notes are rated 'BB/RR4', the same level as
the IDR, despite the substantial amount of secured debt to which
they are subordinated, with secured leverage of 2.7x at March 31,
2017. The bank agreements include a 3.75x first-lien secured
leverage ratio debt incurrence test. The HCA Holdings Inc.
unsecured notes are rated 'B+/RR6', two-notches below the IDR to
reflect the substantial structural subordination of these
obligations, which are subordinate in right of payment to all debt
outstanding at the HCA Inc. level. At March 31, 2017, leverage at
the HCA Inc. and HCA Holdings Inc. level was 3.9x and 4.0x,
respectively.
FULL LIST OF RATING ACTIONS
Fitch currently rates HCA as follows:
HCA, Inc.
-- IDR 'BB';
-- Senior secured credit facilities (cash flow and asset-backed)
'BB+/RR1';
-- Senior secured first lien notes 'BB+/RR1';
-- Senior unsecured notes 'BB/RR4'.
HCA Healthcare, Inc.
-- IDR 'BB';
-- Senior unsecured notes 'B+/RR6'.
The Rating Outlook is Stable.
HCA INC: Moody's Assigns Ba1 Rating on New Secured Notes
--------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
secured notes offering of HCA, Inc. a subsidiary of HCA Healthcare,
Inc. (formerly known as HCA Holdings, Inc). Moody's also revised
HCA's rating outlook to positive from stable and upgraded the
Speculative Grade Liquidity Rating to SGL-1 from SGL-2. Moody's
also affirmed all other existing ratings, including the Ba2
Corporate Family Rating and Ba2-PD Probability of Default Rating.
Proceeds from the new notes offering will be used for general
corporate purposes, including the funding of acquisitions and
refinancing of existing debt.
The positive outlook reflects Moody's expectation that HCA will
continue to grow earnings such that leverage will decline below
4.0x over the next 12-18 months. The recently announced acquisition
of several hospitals in the Houston market will modestly increase
leverage. However, Moody's believes HCA's strengthened position in
that growing market will benefit the company's credit profile over
the longer-term. The positive outlook also reflects HCA's scale,
industry leading profit margins, and history of stable operating
margins and cash flow. Moody's believes that these attributes will
allow HCA to successfully navigate the evolving regulatory and
reimbursement landscape.
Following the proposed notes offering, HCA's capital structure will
contain a higher mix of secured debt relative to unsecured debt. As
a result, the structural benefit that the secured debt receives
from unsecured debt has been diluted. Based on Moody's Loss Given
Default methodology, further shift of the capital structure to
include more secured debt would reduce the likelihood that the
secured notes would be upgraded to investment grade if Moody's
upgrades HCA's CFR to Ba1.
Ratings Assigned:
HCA, Inc.
Senior secured notes due 2047, Ba1 (LGD 3)
Rating Affirmed:
HCA Healthcare, Inc.
Corporate Family Rating, Ba2
Probability of Default Rating, Ba2-PD
Senior unsecured notes, B1(LGD6)
HCA, Inc.
Senior secured ABL revolving credit facility, Baa2(LGD1)
Senior secured revolving credit facility, Ba1(LGD3)
Senior secured term loans, Ba1(LGD3)
Senior secured notes, Ba1(LGD3)
Senior unsecured notes, B1(LGD5)
HCA, Inc (Oldco)
Senior unsecured notes, B1(LGD5)
Ratings upgraded:
HCA Healthcare, Inc.
Speculative Grade Liquidity Rating, to SGL-1 from SGL-2
The outlook for HCA Healthcare, Inc. and HCA, Inc. was changed to
positive from stable.
RATINGS RATIONALE
HCA's Ba2 Corporate Family Rating reflects the company's
significant scale and strong competitive positions in growing urban
and suburban markets. HCA also has industry leading profit margins
and makes significant investments in its key markets in order to
drive future organic growth. HCA's strong and stable cash flow will
allow it to make acquisitions and return capital to shareholders
without requiring significant additional debt. The ratings are
constrained by HCA's geographic concentration in Florida and Texas
and its track record of shareholder friendly policies.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation of very good liquidity over the next 12-18 months. HCA
had $753 million of cash at March 31, 2017 and will generate
approximately $2 billion of free cash flow over the next 12 months.
Liquidity is also supported by full availability under its $2
billion revolving credit facility and ample cushion under its
financial maintenance covenants.
Moody's could upgrade the ratings if Moody's expects HCA to sustain
debt to EBITDA below 4.0 times and maintains very good liquidity.
The ratings could be downgraded if Moody's expects debt to EBITDA
to be sustained above 4.5 times, or if the company's liquidity or
cash flow weakens.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
HCA is the largest for-profit acute care hospital operator in the
US as measured by revenues. In addition, the company operates
psychiatric facilities, a rehabilitation hospital as well as
ambulatory surgery centers and cancer treatment and outpatient
rehab centers located in 20 states in the U.S. and in England. HCA
is headquartered in Nashville, Tennessee and reported net revenue
of approximately $42 billion in the twelve months ended March 31,
2017.
HCR HEALTHCARE: S&P Lowers CCR to 'D' on Debt Acceleration
----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Toledo,
Ohio-based skilled nursing and assisted living facility operator
HCR HealthCare LLC to 'D' from 'B-'.
At the same time, S&P lowered its rating on HCR's senior secured
debt to 'D' from 'B'. The recovery rating on this debt remains
'2', reflecting S&P's expectation for substantial (70%-90%; rounded
estimate: 75%) recovery.
"The rating action follows the recent announcement that HCR's debt
lenders have accelerated their term loan to HCR on May 16," said
S&P Global Ratings credit analyst Elan Nat. The debt acceleration
follows the auditor's opinion, which raised substantial doubts
about the company's ability to continue as a going concern.
Although S&P believes that the collateral available to HCR's
lenders, which consist of the company's hospice and home health
business, may be sufficient to provide full recovery at current
market values, S&P believes the hospice business is more valuable
as part of the larger HCR organization, reducing the negotiating
position and potential recovery of term loan lenders.
HD SUPPLY: S&P Puts 'BB' Rating on Term Loan B-2 on Watch Pos.
--------------------------------------------------------------
S&P Global Ratings said that it placed its 'BB' issue-level rating
on HD Supply Inc.'s term loan B-2 due in 2023 (approximately $547
million outstanding as of April 30, 2017) on CreditWatch with
positive implications following the company's announcement that it
will sell its Waterworks business unit to Clayton, Dubilier & Rice
for $2.5 billion in cash and use a significant portion of the
proceeds to repay outstanding debt. The transaction, subject to
regulatory approval, is expected to close in the third quarter of
fiscal year 2017. The recovery rating is '3', indicating S&P's
expectation of meaningful recovery (50%-70%; rounded estimate: 50%)
for lenders in the event of a payment default.
The CreditWatch placement reflects the likelihood of improved
recovery prospects on the remaining term loan B-2 following the
company's proposed repayment of first-lien secured debt with sale
proceeds. Upon completion of the proposed transaction, S&P' would
reassess recovery prospects for remaining senior secured lenders by
updating our simulated default scenario and valuation assumptions
to reflect the remaining assets and cash flows available to lenders
and its expected future capital structure.
HD Supply expects to receive after-tax net proceeds of
approximately $2.4 billion, of which we expect $1.8 billion will be
used to fully repay its $1.25 billion first-lien notes and
$535 million term loan B-1. S&P would withdraw its issue-level and
recovery ratings on this debt once the transaction closes and the
debt is repaid. S&P expects the 'B+' issue-level and '6' recovery
ratings on the company's $1 billion 5.75% senior unsecured notes
due in 2024 to be unchanged.
S&P's 'BB' corporate credit rating on HD Supply also is unchanged.
HD Supply's sale of its Waterworks business will have a modest
impact on S&P's view of the company's overall business. Although
the Waterworks segment represents about one-third of HD Supply's
total revenue and about 25% of its total EBITDA, S&P expects that
the company will maintain its relatively good scale after the
disposition because its two remaining business segments (facilities
maintenance, and construction and industrial) are expected to
generate about $5 billion of pro forma revenue in fiscal 2017
(ended Jan. 28, 2018). Given that the Waterworks business has the
lowest margins of the three business segments, S&P also believes
that HD Supply's EBITDA margins will expand slightly but remain in
the mid-teens percentage area following the sale.
In conjunction with the proposed sale of Waterworks, the company
also announced an authorization for share repurchases of up to $500
million. S&P also expects the company to pursue growth investments
and potential acquisitions, although the size and timing are
uncertain. S&P estimates that the company's pro forma adjusted
debt to EBITDA will improve to about 3x as of the end of fiscal
2017 (Jan. 28, 2018) from the low-4x area as of Jan. 31, 2017.
While this accelerates the pace of debt reduction, S&P expects the
company to maintain a balanced approach toward potential
shareholder rewards or acquisitions, such that adjusted debt
leverage remains around 3x over the longer term.
RATINGS LIST
HD Supply Inc.
Corporate Credit Rating BB/Stable/--
CreditWatch Action
HD Supply Inc.
To From
Senior Secured
$550 mil B-2 term loan due 2023 BB/WatchPos BB
Recovery Rating 3(50%) 3(50%)
HEADWATERS INC: Egan-Jones Withdraws B+ Sr. Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings, on May 24, 2017, withdrew the B+ local currency
and foreign currency senior unsecured ratings on debt issued by
Headwaters Inc.
Headwaters Inc provides products, technologies, and services to
construction materials, coal combustion products, and alternative
energy industries in the United States.
HENSON MECHANICAL: Plan Outline Okayed, Plan Hearing on June 27
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia will
consider approval of the Chapter 11 plan of reorganization for
Henson Mechanical, Inc. at a hearing on June 27.
The hearing will be held at 11:00 a.m., at the U.S. Courtroom, Post
Office Building, 115 E. Hancock Avenue, Athens, Georgia.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on May 4.
The order set a June 12 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.
About Henson Mechanical
Henson Mechanical, Inc., d/b/a Ben Franklin Plumbing d/b/a One Hour
Heating and Air Conditioning, is a Georgia Corporation operating a
residential air conditioning and plumbing company, which corporate
offices are located in Monroe, GA.
Henson Mechanical filed a Chapter 11 petition (Bankr. M.D. Ga. Case
No. 17-30011), on Jan. 3, 2017. The petition was signed by Steve
Kitchens, CFO & VP. At the time of the filing, the Debtor
estimated assets of less than $1 million and liabilities of $1
million to $10 million.
Judge James P. Smith presides over the case. The Debtor is
represented by Cameron M. McCord, Esq., at Jones & Walden, LLC.
On April 28, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
HHGREGG INC: Proposes Up to $1.85M in Bonuses for 3 Execs
---------------------------------------------------------
hhgregg, Inc., and its debtor affiliates ask the Bankruptcy Court
to approve a key employee incentive program designed to incentivize
three members of the Debtors' executive management who are expected
to remain with the Debtors during their wind-down to achieve
difficult benchmarks that will maximize creditor value in
connection with the store closing sales and promote monetization of
additional assets and control of expenses to be incurred during the
Debtors' wind-down.
The KEIP Participants consist three members of the Debtors' senior
management:
(i) Kevin Kovacs, the Debtors' Chief Executive Officer (as of
June 7, 2017) and Chief Financial Officer, who will be eligible for
45% of the KEIP's total award value;
(ii) Lance Peterson, the Debtors' Vice President for Finance
and Planning, who will be eligible for 35%; and
(iii) Michelle Mallon, the Debtors' Associate General Counsel,
who will be eligible for 20%.
hhgregg explains that the KEIP Participants' leadership, management
experience and unique understanding of the Debtors' operations,
business relationships, logistical and cash management systems, and
other aspects of the Debtors' businesses render them essential to
an orderly and efficient wind-down, and the KEIP's metrics will
encourage the achievement of milestones designed to repay the
Debtors' DIP obligations in full and enable the creation of a fund
for distribution to unsecured creditors.
Awards under the KEIP are tied to the KEIP Participants'
performance under five metrics:
-- First, total cash receipts over the course of the store
closing process and the Debtors' wind-down (the "Cash Receipts
Metric"), starting April 23, 2017, through March 31, 2018, with
target receipts of $90 million to $110 million.
-- Second, total cash disbursements over the anticipated life
of these cases (the "Cash Disbursements Metric"), starting April
23, 2017, through March 31, 2018, with a target of $80 to $85
million. The Cash Disbursements Metric will not include funds
placed into escrow or reserve unless and until such funds are
actually distributed, and will not include funds, if any, paid to
Electrolux in resolution of the adversary proceeding captioned
Electrolux Home Products, Inc. v. hhgregg, Inc., No. 17-50098
(Bankr. S.D. Ind.).
-- Third, the Debtors' net recovery from their Phase 2 Store
Closing Sales (the "Store Closing Sales Metric"), expressed as a
percentage of the cost of the inventory, with a target of 62% to
65%. The Store Closing Sales Metric will be based on actual
inventory net sales, actual inventory at cost, and actual store
level expenses.
-- Fourth, the date by which the Debtors vacate their
headquarters (the "Move-Out Metric"), with a target date of August
31, 2017. The Move-Out Metric will be measured according to the
effective date of the Debtors' rejection of the headquarters
lease.
-- Fifth, cash collected from, and offsets achieved on account
of, vendor credits for which the Debtors may be eligible -- for
example, cash incentives from product manufacturers tied to the
achievement of sales goals -- starting May 25, 2017, through March
31, 2018 (the "Vendor Credits Metric"), with a target of $6.5 to
$7.5 million. The Vendor Credits Metric will include any cash
refunds and application of credits to post-petition balances or
section 503(b)(9) claims held by vendors.
In each case, achievement of "target" results under the KEIP
Metrics will require significant efforts of each of the three KEIP
Participants. If all target amounts under the KEIP are achieved,
the KEIP will award a total of $675,000 in bonuses. The maximum
amount payable under the KEIP -- which would only result from
extraordinary performance under each of the five KEIP Metrics -- is
$1.85 million.
hhgregg proposes to make payments under the KEIP Metrics in two
phases:
-- on August 31, 2017, for each metric other than the Cash
Disbursements Metric, an amount equal to 50% of awards achieved
under each such metric as of such date, up to an aggregate payment
cap of $250,000; plus
-- on March 31, 2018, (a) an amount equal to the incremental
achievement under each metric other than the Cash Disbursements
Metric since August 31, 2017, plus (b) amounts achieved under the
Cash Disbursements Metric as of March 31, 2018, plus (c) amounts
that had accrued as of August 31, 2017, which were not paid on that
date, without duplication.
Any KEIP Participant who voluntarily terminates his or her
employment with the Debtors or who is terminated by the Debtors for
cause before either or both of the applicable Measurement Dates
will not be eligible to receive any amounts that would otherwise be
payable on such Measurement Dates, including any amounts held back
on the first Measurement Date that would otherwise be payable on
the second Measurement Date. To the extent the KEIP Participants
achieve any incremental progress under the KEIP Metrics after the
second Measurement Date, any additional awards owed as a result
thereof will be paid as earned.
The KEIP was approved by the Debtors' board of directors meeting on
May 30, 2017. No member of the board of directors is eligible to
receive any award under the KEIP.
About hhgregg Inc.
Indianapolis, Indiana-based hhgregg, Inc., is an appliance,
electronics and furniture retailer. Founded in 1955, hhgregg is a
multi-regional retailer currently with 220 stores in 19 states
that also offers market-leading global and local brands at value
prices nationwide via http://www.hhgregg.com/
hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC
sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The
petitions were signed by Kevin J. Kovacs, chief financial officer.
At the time of the filing, hhgregg and HHG Distributing estimated
assets and liabilities of less than $50,000. Gregg Appliances
estimated assets and liabilities at $100 million to $500 million.
The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP
as counsel; Berkeley Research Group, LLC as financial advisor;
Stifel and Miller Buckfire & Co. as investment banker; Hilco IP
Services as intellectual property advisor; Altus Group US, Inc. as
tax advisor; and Donlin, Recano & Company, Inc. as claims and
noticing agent.
The U.S. Trustee has appointed creditors to serve on the official
committee of unsecured creditors in the case of Gregg Appliances,
Inc., Case No. 17-01303-RLM-11. No official committee has been
appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or
HHG
Distributing, LLC, No. 17- 01304-RLM-11.
The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as
counsel, and ASK LLP as avoidance claims counsel. The Committee
retained Province Inc. as financial advisor.
Counsel to the Agent for the Debtors' prepetition secured lenders
and the lenders providing DIP financing are Sean M. Monahan, Esq.,
at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre
Baker
Daniels, LLP.
* * *
When hhgregg filed for Chapter 11 bankruptcy, it had signed a term
sheet with an anonymous party to purchase the Company assets. The
Company said at that time it expected a quick and smooth process
through Chapter 11 with emergence in approximately 60 days. Ten
days later, hhgregg said it has terminated the nonbinding term
sheet with the anonymous party because the Company was unable to
reach a definitive agreement on terms, and said it continues to
work with interested third parties to purchase assets of the
business. hhgregg added it had received strong interest from third
parties interested in buying some or all of the Company's assets.
Subsequently, hhgregg executed a consulting agreement with a
contractual joint venture comprised of Tiger Capital Group, LLC
and
Great American Group, LLC to conduct a sale of the merchandise and
furniture, fixtures and equipment located at the Company's retail
stores and distribution centers.
In an April order, the Bankruptcy Court approved, at the Company's
request, a plan for the Company to close 132 retail stores and the
Company's distribution centers.
According to a disclosure with the Securities and Exchange
Commission in March, debtors Gregg Appliances, Inc. and HHG
Distributing, LLC entered into a Consulting Agreement with a
contractual joint venture between Tiger Capital Group and Great
American Group to conduct the sale of the merchandise and
furniture, fixtures and equipment located at the Company's 132
retail stores and the distribution centers.
As of June 8, the Debtors have completed store closing sales in all
its stories.
The Company has said it does not anticipate any value will remain
from the bankruptcy estate for the holders of the Company's common
stock, although this will be determined in the continuing
bankruptcy proceedings.
HILLMAN GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on The
Hillman Group Inc. and revised the outlook to stable from negative.
At the same time, S&P affirmed the 'B+' ratings on Hillman's
$550 million senior secured term loan due June 2021, and the
$70 million revolving facility due June 2019. The recovery ratings
remain '2', indicating S&P's belief that lenders could expect
substantial (70% to 90%, rounded estimate 75%) recovery in the
event of payment default or bankruptcy.
S&P also affirmed the issue-level rating on the $330 million senior
unsecured notes due July 2022 at 'CCC+'. The recovery rating
remains '6', indicating S&P's belief that lenders could expect
negligible (0% to 10%, rounded estimate 0%) recovery.
S&P estimates the company has about $1.0 billion of adjusted debt
obligations (our adjustments include capitalized operating leases
and the company's trust preferred securities).
"The revision of the outlook to stable from negative reflects our
expectation that the company will reduce debt leverage to near 7x
by the end of 2017," said S&P Global Ratings credit analyst
Stephanie Harter. The company had higher leverage during 2015 and
2016 partly because of expenses related to product launches
(especially within its Nail, Deck, and Drywall products), a new
enterprise resource planning (ERP) system, and a new hub and
distribution center in Rialto, Calif. necessitating third-party
warehousing costs, and the use of costly air freight and to meet
customer demand. S&P has revised its business risk assessment to
weak from fair because of these missteps. However, S&P believes
improvements in profitability and working capital management will
support our forecast for reduced leverage. The completion of the
Rialto facility will significantly reduce the cost of distribution.
At the start-up of Rialto, the company incurred higher warehousing
costs, but S&P expects these third-party storage agreements to be
fully exited by fiscal year-end 2017.
The stable outlook reflects S&P's expectation for positive trends
in the U.S. housing market and in residential remodeling, leading
to revenue growth in the mid-single digits in 2017 and 2018, in
addition to favorable working capital and cost management. S&P
expects debt to EBITDA at fiscal year-end to be near 7x.
S&P could lower the ratings if the U.S. housing market deteriorates
and consumer demand for the company's products declines, or if
competition increases, leading to declining revenues and EBITDA
contraction to the low-teens area. S&P could lower the ratings if
Hillman sustains debt to EBITDA above 8x or if S&P expects the
company not to sustain positive free operating cash flow
generation. S&P believes this could occur if the company does not
meet its base-case forecast and improve EBITDA margins from
improved pricing, sourcing, and cost controls.
S&P could raise the ratings if the leverage were to decline to 5x
or below, and the company's majority sponsor owner were to commit
to sustaining leverage below 5x. S&P believes this scenario is
unlikely as the company will probably seek small tuck-in
acquisitions. Assuming constant EBITDA levels, the company would
need to reduce leverage over $400 million for leverage to be below
5x.
HORISONS UNLIMITED: Hires Pillsbury Winthrop as Counsel
-------------------------------------------------------
Horisons Unlimited seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of California to employ Pillsbury
Winthrop Shaw Pittman, LLP as counsel, nunc pro tunc to May 10,
2017.
The Debtor requires Pillsbury to:
a. provide legal advice with respect to the Debtor's powers
and duties as debtor-in-possession and other issues in connection
with the Debtor's ongoing business operations;
b. assist with the preparation of all necessary motions,
applications, answers, orders, reports, and other papers in
connection with the administration of the Debtor's estate;
c. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions or claims on
the Debtor's behalf, the defense of any actions commenced or claims
asserted against the Debtor, and the negotiation of disputes in
which the Debtor is involved;
d. provide legal advice and services in connection with
debtor-in-possession financing, exit financing, and any other form
of financing the Debtor may require in this case or in connection
with any plan or plans of reorganization;
e. provide legal advice and services in connection with a sale
of all or substantially all of the Debtor’s assets, and all
related motions, transactions and documents;
f. represent and assist the Debtor in negotiations with other
parties in interest in this chapter 11 case, and to appear before
this Court and other courts as may be appropriate to represent the
interests of the Debtor;
g. provide legal advice and services in connection with a
chapter 11 plan and related disclosure statement, and all related
documents; and
h. perform all other legal services for, and provide all other
necessary legal advice to, the Debtor as may be necessary or
appropriate for the prosecution or administration of this chapter
11 case.
Pillsbury intends to apply to the Court for allowance of
compensation on an hourly basis and reimbursement of expenses in
accordance with the applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules, the Local Rules, any applicable guidelines of
the U.S. Trustee, and further orders of this Court, for all
services performed and expenses incurred after the Petition Date.
Pillsbury will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Cecily A. Dumas, Esq., Pillsbury Winthrop Shaw Pittman, 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.
Pillsbury may be reached at:
Cecily A. Dumas, Esq.
Derek M. Mayor, Esq.
2600 Capitol Avenue, Suite 300
Sacramento, CA 95816-5930
Tel: (916) 329-4841
Fax: (916) 441-3583
E-mail: cecily.dumas@pillsburylaw.com
derek.mayor@pillsburylaw.com
About Horisons Unlimited
Horisons Unlimited filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 17-11824) on May 10, 2017, and is represented by Cecily A.
Dumas, Esq. of Pillsbury Winthrop Shaw Pittman LLP, in San
Francisco, California.
At the time of filing, the Debtor had $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
The petition was signed by Daniel R. Kazakos, chief financial
officer.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb17-11824.pdf.
HOVNANIAN ENTERPRISES: Posts $585.9 Million Revenues for Fiscal Q2
------------------------------------------------------------------
Hovnanian Enterprises, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.68 million on $585.93 million of total revenues for the three
months ended April 30, 2017, compared to a net loss of $8.46
million on $654.72 million of total revenues for the three months
ended April 30, 2016.
For the six months ended April 30, 2017, Hovnanian reported a net
loss of $6.82 million on $1.13 billion of total revenues compared
to a net loss of $24.63 million on $1.23 billion of total revenues
for the same period a year ago.
As of April 30, 2017, Hovnanian had $2.13 billion in total assets,
$2.26 billion in total liabilities and a total stockholders'
deficit of $113.90 million.
The Company's operations consist primarily of residential housing
development and sales in the Northeast (New Jersey and
Pennsylvania), the Mid-Atlantic (Delaware, Maryland, Virginia,
Washington D.C. and West Virginia), the Midwest (Illinois and
Ohio), the Southeast (Florida, Georgia and South Carolina), the
Southwest (Arizona and Texas) and the West (California). In
addition, the Company provides certain financial services to its
homebuilding customers.
"We have historically funded our homebuilding and financial
services operations with cash flows from operating activities,
borrowings under our bank credit facilities, the issuance of new
debt and equity securities and other financing activities," the
Company stated in the report. "Due to covenant restrictions in our
debt instruments, we are currently limited in the amount of debt we
can incur that does not qualify as refinancing indebtedness with
certain maturity requirements (a limitation that we expect to
continue for the foreseeable future), even if market conditions
would otherwise be favorable, which could also impact our ability
to grow our business. In fiscal 2016, as a result of our
evaluation of our geographic operating footprint as it relates to
our strategic objectives, we decided to exit the Minneapolis, MN
and Raleigh, NC markets, and completed the sale of our land
portfolios in those markets.
"In addition, we entered into a new joint venture by transferring
eight communities to the joint venture and receiving cash in
return. In the first half of fiscal 2017, we transferred an
additional four communities to the joint venture, which resulted in
$11.2 million of net cash proceeds to us during the period. We
also decided in fiscal 2016 to wind down our operations in the San
Francisco Bay area in Northern California and in Tampa, FL by
building and delivering homes to sell through our existing land
position. Any other liquidity-enhancing transaction will depend on
identifying counterparties, negotiation of documentation and
applicable closing conditions and any required approvals."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/p4BOyT
About Hovnanian Enterprises
Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia. The Company's homes are marketed and sold under the
trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes,
Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt
Homes. As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.
Hovnanian reported a net loss of $2.81 million on $2.75 billion of
total revenues for the year ended Oct. 31, 2016, compared to a net
loss of $16.10 million on $2.14 billion of total revenues for the
year ended Oct. 31, 2015.
* * *
As reported by the TCR on April 22, 2016, Moody's Investors Service
downgraded the Corporate Family Rating of Hovnanian Enterprises to
'Caa2' and Probability of Default Rating to 'Caa2-PD'. The
downgrade of the Corporate Family Rating reflects Moody's
expectation that Hovnanian will need to dispose of assets and seek
alternative financing methods in order to meet its upcoming debt
maturity wall.
Hovnanian carries a 'CCC+' corporate credit rating from S&P Global
Ratings.
In August 2016, Fitch Ratings affirmed the ratings of Hovnanian
Enterprises, including the company's Long-Term Issuer Default
Rating (IDR) at 'CCC' following the recently announced financing
commitments and proposed tender offer for its existing unsecured
notes.
I-69 DEVELOPMENT: S&P Lowers Rating on $240.315MM PABs to 'CCC-'
----------------------------------------------------------------
S&P Global Ratings lowered its senior secured issue rating to
'CCC-' from 'B-' on the Indiana Finance Authority's (IFA)
outstanding $240.315 million long-term private activity bonds
(PABs) series 2014 (various tranches fully amortized in 2046)
issued for the benefit of the developer, I-69 Development Partners
LLC. At same time, S&P placed the rating on CreditWatch with
negative implications. S&P's recovery rating is unchanged at '1',
indicating a very high (90%-100%; rounded estimate 95%) expected
recovery in the event of a payment default.
"The rating action reflects our view that absent unanticipated
significantly favorable changes in the developer's circumstances, a
default appears to be inevitable within six months," said S&P
Global Ratings credit analyst Tony Bettinelli.
The CreditWatch listing, in addition to reflecting the above,
reflects S&P's view that the IFA is more likely to reach an
agreement with bondholders to repay the bonds than the sponsor and
IFA are to reach an agreement to continue with the current
concession and developer in place.
I-LIGHTING LLC: Seeks to Hire Preller as Special Counsel
--------------------------------------------------------
i-Lighting LLC seeks approval from the U.S. Bankruptcy Court for
the District of Maryland to employ Preller, Preller & Paliath as
special counsel.
The firm will continue to represent the Debtor in litigation with
AHPharma Inc. The litigation ensued after AHPharma walked away
from a joint venture with the Debtor to produce a LED lighting
system to solve feeding issues for chicken farmers.
David Preller, Jr., Esq., the attorney designated to represent the
Debtor, will charge an hourly fee of $400.
Mr. Preller disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David J. Preller, Jr., Esq.
Preller, Preller & Paliath
307 W. Pennsylvania Avenue
Towson, MD 21204
About i-Lighting LLC
Based in North East, Maryland, i-Lighting LLC --
http://www.ilightingled.com-- provides LED lighting solutions.
The Debtor conducts business under the name Stairlighting.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 17-16807) on May 16, 2017. Scott D.
Holland, managing member and chief executive officer, signed the
petition.
At the time of the filing, the Debtor disclosed $294,316 in assets
and $2.34 million in liabilities.
Judge David E. Rice presides over the case.
The Debtor hired Tydings & Rosenberg LLP as Chapter 11 counsel.
IMAGE MAKERS: New Distribution Date for Unsecureds in Latest Plan
-----------------------------------------------------------------
Image Makers Automotive Land Holdings LLC filed with the U.S.
Bankruptcy Court for the District of Nevada its latest Chapter 11
plan of reorganization that proposes a new distribution date for
unsecured claims.
The latest plan classifies claims and equity interests in three
classes and places unsecured claims, including the claim of Ross
Law Group, in Class 2.
The plan proposes to pay allowed Class 2 unsecured claims in full
on the later of (i) the 15th business day after the date on which
an order allowing the claim becomes a final order; or such other
time as is agreed to by the claimant and Image Makers prior to the
effective date, or the reorganized company after the effective
date, according to the latest disclosure statement filed on May
25.
A copy of the third amended disclosure statement is available for
free at https://is.gd/HOE3AJ
About Image Makers
Image Makers Automotive Land Holdings, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
16-10761) on February 22, 2016. The petition was signed by Carlos
Aleman, president. The Debtor disclosed total assets of $1.34
million and total debts of $1.06 million.
The case is assigned to Judge Laurel E. Davis. The Debtor is
represented by Zachariah Larson, Esq., at Larson & Zirzow, LLC.
No official committee of unsecured creditors has been appointed.
On August 4, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
INTERNATIONAL WIRE: Moody's Cuts CFR to B3 Over End Market Weakness
-------------------------------------------------------------------
Moody's Investors Service downgraded its ratings for International
Wire Group Holdings, Inc. and its subsidiary International Wire
Group, Inc., including the company's Corporate Family Rating (CFR,
to B3 from B2) and Probability of Default Rating (PDR, to B3-PD
from B2-PD), and the senior secured debt rating (to Caa1 from B3).
In a related action, Moody's assigned a CFR of B3 and Probability
of Default Rating of B3-PD for International Wire Group, Inc., the
rated debt issuer, and will subsequently withdraw the former B3 CFR
and B3-PD PDR for International Wire Group Holdings, Inc. The
ratings outlook is negative.
The rating actions reflect prolonged weakness in International
Wire's major end markets, including automotive and energy related
industries, and expectations of persistent ensuing headwinds
related to a weakening liquidity profile and diminished cash flows
over time as topline declines fail to reverse and key credit
metrics remain weak. Moody's expects lower vehicle production
rates, increased capacity and competitive pressure in the
automotive industry to have an adverse impact in 2018, with soft
end market demand and lingering price weakness in the energy market
also likely to weigh further on company results. As of March 2017,
financial leverage as measured by Moody's-adjusted debt-to-EBITDA
remains elevated at about 6.3 times, and EBITA-to-interest coverage
was only 1.0 time, while free cash flow was slightly negative.
Notwithstanding favorable fundamentals that Moody's believes now
exist in certain other end markets (electronics and data
communications, aerospace, medical devices), and the company's
focus on lean initiatives as a cost saving measure in recent
periods, the rating agency does not expect any material change in
key credit metrics over the forward period.
The negative ratings outlook reflects persistent weakness in the
company's end markets that Moody's believes will continue to
challenge International Wire's operating and financial performance,
and notably its liquidity, over time.
Issuer: International Wire Group, Inc.
Corporate Family Rating, assigned B3
Probability of Default Rating, assigned B3-PD
$243 million outstanding senior secured notes due 2021, downgraded
to Caa1 (LGD4) from B3 (LGD4)
Ratings outlook, changed to negative from stable
Issuer: International Wire Group Holdings, Inc.
Corporate Family Rating, downgraded to B3 from B2, to be withdrawn
subsequently
Probability of Default Rating, downgraded to B3-PD from B2-PD, to
be withdrawn subsequently
Ratings outlook, changed to negative from stable, to be withdrawn
subsequently
RATINGS RATIONALE
International Wire's B3 Corporate Family Rating reflects the
company's modest scale and exposure to cyclical end markets, which
can cause product volume fluctuations that are detrimental to
revenues and key credit metrics. The rating reflects Moody's
expectations that over the next 12 to 18 months, the company will
continue to be challenged by reduced demand in the energy and
automotive end markets. The company also has a history of
aggressive financial policies given past shareholder distributions
and share repurchases. Even so, the rating is supported by
International Wire's established position within the niche copper
wire markets, its diverse customer base across various industries,
the flexibility of its manufacturing operations, its ability to
pass-through metal price changes and thereby reduce the volatility
of operating margins, and the countercyclical nature of its
operations. The rating is also supported by Moody's perceptions of
relatively favorable fundamentals now for the electronics and data
communications, aerospace, and medical devices end markets, and
Moody's expectations that the company will maintain relatively
stable operating margins and an adequate liquidity profile,
notwithstanding the aforementioned pressures.
International Wire has a liquidity profile that is only adequate by
Moody's estimations, supported mainly by sufficient availability
under its $125 million asset-based revolving credit facility, which
doesn't expire until 2021. Liquidity is constrained by reduced free
cash flow generation compared to historically higher levels. The
Caa1 rating for the senior secured notes reflects the deemed weaker
collateral package pledged to this creditor class, with the unrated
asset-based loan secured by the more valuable receivables and
inventory of the company, and the absence of any material
junior-ranking claims to absorb a first-loss position in an event
of default.
The ratings outlook could be changed to stable if there is a
demonstrated evidence of stabilizing trends in primary end market
conditions that are expected to result in sustainable improvements
in operating performance, cash generating capability, key credit
metrics and liquidity. Ratings could be upgraded if the company
demonstrates strong organic revenue and earnings growth, reduces
leverage sustainably below 5.0x, and increases interest coverage
above 1.5x while maintaining good liquidity and generating solid
free cash flow. The company would also need to maintain
conservative financial policies with respect to shareholder return
initiatives and debt-funded acquisitions.
The ratings could be downgraded in the event of prolonged weakness
in end markets, causing further material declines in revenue and
deterioration in leverage and interest coverage. An operating
margin decline, erosion of liquidity (including persistent negative
free cash flow generation and/or a reduction in revolver borrowing
availability), a material debt-financed acquisition, or a
meaningful distribution or share repurchase would also likely
pressure ratings.
The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.
Headquartered in Camden, New York, International Wire Group, Inc.
manufactures and markets copper wire products including bare,
silver-plated, nickel-plated and tin-plated copper wire, engineered
wire products and high performance conductors, for other wire
suppliers, distributors and original equipment manufacturers. The
company serves customers in the aerospace, automotive, electronics
and data communications, general industrial/energy, electronics and
medical device end markets through its three business segments: the
Bare Wire Division (BWD), High Performance Conductors (HPC), and
Engineered Wire Products - Europe (EWP-E). MAST Capital Management,
LLC is the majority owner of the company's common equity. In the
last twelve months ended March 2017, the company generated
approximately $523 million of revenue.
JILL HOLDINGS: S&P Revises Outlook to Positive & Affirms 'B' CCR
----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Quincy,
Mass.-based apparel retailer Jill Holdings LLC to positive from
stable. At the same time, S&P affirmed the 'B' corporate credit
rating.
S&P also affirmed the 'B' issue-level rating on the secured term
loan facility. The recovery rating of '3' is unchanged and
indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default or
bankruptcy.
"The outlook revision reflects our expectation for continued
positive operating performance for both sales and earnings", said
S&P Global Ratings credit analyst Mathew Christy. S&P believes the
company will maintain its good operating performance over the next
12 months, as Jill continues to execute on its merchandise strategy
and focus on a stronger demographic in the apparel industry. In
addition, S&P also thinks the company will further leverage its
position in and take advantage of the growth in omni-channel retail
sales. In addition, S&P also believes the company's controlling
equity sponsor will likely reduce its ownership in the next 12
months, although the timing and amount remains uncertain.
S&P's ratings on Jill reflect S&P's view of the company's
participation in the highly fragmented specialty apparel sector,
which is characterized by intense competition from a number of
different industry players including department stores, various
specialty apparel retailers, mass merchandisers, and internet-based
retailers. S&P views Jill as a smaller industry competitor as
compared with many of its direct and indirect competitors (as
measured in store count, sales, and EBITDA), which S&P believes
somewhat limits its ability to reach and retain customers. However,
the company continues to grow its market share and improve its
profitability metrics, reflecting good merchandising, effective
customer engagement, and the company's significant omni-channel
presence and capabilities.
S&P expects operating performance to remain positive in 2017, with
company comparable-store sales in the mid- to high-single-digit
area. S&P also expects margins to improve modestly year over year
as good expense control and improved merchandise offerings will
lead to an increase of full-price sales. In S&P's view, the
company's successful implementation of promotional activities based
on customer-driven data will continue to modestly benefit margins
over the next 12 months. S&P projects that operating metrics will
continue to improve as the company grows sales with new stores and
also remodels existing stores to further leverage costs. Moreover,
S&P believes the company will continue to expand and improve its
capabilities in the growing omni-channel retail space. Still, S&P
believes the specialty apparel industry will remain challenged in
2017, given the heightened industry competition (especially from
online, fast fashion, and off-price retailers) and the continuing
trends of a highly promotional environment in the U.S. and
consumers' cautious spending toward apparel.
S&P's projected performance for the company includes these
assumptions.
-- U.S. economic growth in the 2% range in both 2017 and 2018;
-- Consumer spending and residential investment keep the
economy growing, despite drags from net exports, energy-
related capital expenditures, and inventories;
-- The risk of a recession over the next 12 months of 20% to
25%; and U.S. employment continues to grow at a solid pace
and wages rise close to 3%.
-- Revenue growth in the mid- to high-single-digit range,
resulting from a combination of new store development and
mid-single-digit growth in company same-store sales;
-- EBITDA margins to increase moderately from sales leveraging
and lower promotional activity;
-- Positive but limited projected free operating cash flow
(FOCF);
-- Net capital spending of approximately $40 million annually
with spending largely to fund new store growth, maintenance
spending, and continued spending on omni-channel
initiatives; and
-- No meaningful debt reduction
S&P's ratings on Jill also reflect S&P's projected credit
protection metrics over the next 12 to 18 months and S&P's view of
the company's financial policy. S&P do not believe credit
protection measures will improve meaningfully from current levels,
given the company's relative small EBITDA base and no plan for debt
reduction despite our expectation for continued performance gains.
In addition, S&P's ratings incorporate its belief that financial
policies could remain aggressive--a view that considers the
company's financial equity sponsor continues to control
approximately 60% of equity and the sponsors' ability to directly
or indirectly control Jill's financial policy. That
notwithstanding, S&P forecasts FFO to total debt will range around
20%, and the fixed-charge coverage ratio in the mid-2x range over
the next 12 months.
S&P based its adequate view of Jill' liquidity primarily on S&P's
qualitative analysis of the company's overall liquidity profile. On
a quantitative basis, S&P projects that the company liquidity
sources will exceed uses by more than 1.5x over the next 12 months.
In addition, S&P estimates that liquidity sources will exceed uses
even in the event of an unexpected 15% decline in EBITDA.
Moreover, S&P believes the company has manageable debt maturities
over the next 12 months. Relevant aspects of S&P's 12-month
quantitative liquidity analysis include these:
-- Balance sheet cash on hand of about $15 million;
-- Full availability under the $40 million revolving credit
facility after considering the excess availability covenant;
and
-- Estimated FFO generation of around $60 million range for
each of the next two years.
-- Net capital expenditures around $40 million over the next
few years largely to fund store opening, general spending,
and continued omni-channel spending;
-- Modest liquidity used for building working capital; and
-- Minimal debt pay down and primarily modest contractual term
loan amortization.
S&P thinks the company would be unable to absorb a high impact, low
probability event without the need to refinance its capital
structure of some of other restructuring action. S&P holds this
view because of the company's smaller operating scale and S&P's
projection for limited free operating cash flow. Moreover, S&P
thinks the company lacks a well detailed risk-mitigation plan.
Still, S&P thinks the company has a satisfactory standing in the
credit markets, as evidenced by the recent initial public
offering.
Jill is required to meet financial covenants under its term
facility, including a maximum leverage ratio and a fixed-charge
coverage ratio. As of April 2017, Jill was in compliance with all
of its covenants. S&P anticipates that the company will be able to
maintain adequate headroom on all covenants over the next 12
months.
The positive outlook indicates an at least one-in-three chance that
S&P could raise the ratings in the next year, reflecting its
expectation for continued positive operating performance trends and
that credit metrics will remain consistent with recent results.
Moreover, S&P also believes the private equity sponsors will likely
pare their ownership position to 40% or below over the next 12
months, supporting a less aggressive financial policy.
S&P could raise the rating in the next year if the company
maintains its operating performance trend, leading to credits
metrics in line with S&P's forecast, including FFO to debt to in
the high-teens range or better and a fixed-charge ratio better than
2.2x on a sustained basis. This scenario would have to be
supported by our view that a significant re-leveraging event as
unlikely, and will most likely to supported with the equity
sponsors reducing to their ownership position to 40% or less.
S&P could revise the outlook back to stable if operating
performance meaningfully falls below S&P's expectations, a scenario
that would probably be driven by weak consumer spending and/or
merchandising missteps that result in a significant weakening in
sales and margins. Under this scenario, gross margins would likely
contract by about 200 basis points (bps) or more, and sales growth
would slow to the low-single-digit range (compared with S&P's
base-case forecast of high-single-digit revenue increase) or less
assuming no meaningful change in debt. Under this scenario,
FFO-to-debt would be in the low-teens area while the fixed-charge
ratio would be in the low-2x area or worse. Although less likely,
S&P could also revise its outlook to stable if the company takes a
more aggressive stance on financial policy and seeks to increase
leverage through a debt-financed dividend.
KENTUCKY ASSOCIATES: Taps Grace Properties as Realtor
-----------------------------------------------------
Kentucky Associates, LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire a realtor.
The Debtor proposes to hire Grace Properties to market and sell an
undeveloped land located at 139 South Kentucky Avenue, Atlantic
City, New Jersey.
The firm will get a commission of 5% of the sales price for the
property. The Debtor wants the property sold for $2.6 million.
Sheldon Grace, a realtor employed with Grace Properties, disclosed
in a court filing that the firm is "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheldon Grace
Grace Properties
225 White Horse Pike
Absecon, NJ 08201
Phone: (609) 485-2262
About Kentucky Associates
Kentucky Associates, L.L.C. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. N.J. Case No. 16-21083) on June 7,
2016. The petition was signed by Michael Joffe, member. The Debtor
disclosed total assets of $1.75 million and total debts of $1.23
million.
The case is assigned to Judge Jerrold N. Poslusny Jr. Deiches &
Ferschmann represents the Debtor as bankruptcy counsel. The Debtor
hired Thompson & Thompson as tax appeal counsel; Hilco Valuation
Services LLC as tax consultant; and Eisenberg Gold Cettei Agrawal,
P.C. and Zipp Tannenbaum Caccavelli, LLC as special counsel.
No official committee of unsecured creditors has been appointed in
the case.
KRONOS WORLDWIDE: Moody's Revises Outlook Stable & Affirms B1 CFR
-----------------------------------------------------------------
Moody's Investors Service affirmed all long-term ratings for Kronos
Worldwide, Inc, including the B1 Corporate Family Rating ("CFR").
Moody's changed the rating outlook to stable from negative, based
on the expectation that recent improvement in credit metrics will
be sustained. Moody's also upgraded the Speculative Grade Liquidity
Rating to SGL-2 from SGL-3.
Affirmations:
Issuer: Kronos Worldwide, Inc
-- Corporate Family Rating, Affirmed B1
-- Probability of Default Rating, Affirmed B1-PD
-- Senior Secured Bank Credit Facility (Term Loan), Affirmed at
B2 (LGD5)
Upgrades:
Issuer: Kronos Worldwide, Inc
-- Speculative Grade Liquidity Rating, Raised to SGL-2 from SGL-3
Outlook Actions:
-- Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The outlook revision reflects Moody's expectations that credit
metrics will remain solid for the B1 CFR, following a cyclical
recovery in the titanium dioxide industry over the past several
quarters. The company's adjusted financial leverage has fallen to
3.1x for the twelve months ended March 31, 2017 from a peak of
10.8x at 30 June 2016 and its retained cash flow-to-debt has
improved to about 14% (RCF/Debt) from negative levels over the same
horizon. Moody's expects that credit metrics will remain solidly
positioned, despite risks that prices could fall back modestly with
the end of the paint season in late 2017 and uncertainty related to
exports out of China that could have an impact on western markets
if recently shuttered plants are restarted. Additionally, pigment
feedstock costs have not kept pace with the rapid rise in pigment
prices and margins could come off for the non-integrated portion of
Kronos' operation if rutile and ilmenite prices rise from current
levels.
The B1 CFR is principally constrained by heavy exposure to the
highly cyclical titanium dioxide industry and evidenced variability
in the company's financial performance, including a propensity for
cash consumption and significant increases in adjusted financial
leverage during cyclical troughs. The rating benefits from solid
mid-cycle credit metrics for the B1 rating, production facilities
for both sulfate and chloride technologies, geographic diversity
with operations in North America and Europe, back integration into
key raw material ilmenite, and good liquidity.
The SGL-2 Speculative Grade Liquidity Rating reflects a good
liquidity position, supported by expectations for positive free
cash flow and over $200 million of available liquidity, comprised
of moderate cash balances ($90 million as of March 31, 2017) and
availability under its two revolving credit facilities, which
include a $125 million ABL revolver that supports its North
American operations and a EUR120 million revolver that supports its
European operations. The $125 million North American revolver due
January 2022 is subject to a borrowing base and had $26 million
outstanding, with $75 million of availability as of
March 31, 2017. The facility has no maintenance covenants, but the
fixed charge coverage ratio must be at least 1:1 to draw the last
10%. The EUR120 million European revolver due September 2017 was
undrawn as of March 31, 2017. This facility has no maintenance
covenants, but availability is currently limited to 69% or EUR83
million due to a net debt to EBITDA test; availability under this
facility is expected to rise as EBITDA increases. The senior
secured term loan B due 2020 has no maintenance financial
covenants.
The stable outlook assumes that adjusted financial leverage will
remain well below 6x, retained cash flow-to-debt will remain above
10%, available liquidity will remain above $150 million, and
titanium dioxide prices will remain near current levels with no
significant seasonal fall off in the second half of 2017. Moody's
would consider an upgrade with expectations for adjusted financial
leverage sustained below 2.5x and retained cash flow to debt
sustained above 20%. Achieving these metrics likely would require
meaningful reduction in absolute debt and commitment to more
conservative financial policies. Moody's would consider a downgrade
with expectations for sustained negative free cash flow or less
than $100 million of available liquidity.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
Kronos Worldwide, Inc., headquartered in Dallas, TX, is a producer
of titanium dioxide (TiO2) pigments and is the fifth largest
producer of TiO2 in the world. As of March 31, 2017, Valhi, Inc.
(NYSE: VHI) directly held approximately 50% of KRO's outstanding
common stock and NL Industries, Inc. (NYSE: NL, 83% owned by VHI),
held an additional 30% of KRO's common stock. Approximately 93% of
Valhi's stock is held by Contran Corporation. Kronos operates six
plants (four in Europe operated under Kronos International, Inc.
(KII), one in the U.S., one in Canada) and reported revenues of
$1.4 billion for the twelve months ended March 31, 2017.
LA PORTE BROADCASTING: Taps Ray Rosenblum to Sell Radio Stations
----------------------------------------------------------------
La Porte County Broadcasting Co. Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to hire Ray
Rosenblum in connection with the sale of its radio stations.
Mr. Rosenblum, a broker and appraiser, will charge fees either on:
-- a commission basis of 10% for the sales price of a radio
station, or
-- a set basis such as $700 for listing the radio station for
sale or $1,500 to $3,000 for an appraisal.
In a court filing, Mr. Rosenblum disclosed that he does not
represent any interest adverse to the Debtor.
Mr. Rosenblum maintains an office at:
Ray Rosenblum
401 Shady Avenue, Suite D707
Pittsburgh, PA 15206
Phone: (412) 362-6311
About La Porte County Broadcasting
La Porte County Broadcasting Co Inc d/b/a/ WLOI-AM and WCOE-FM,
files its voluntary petition under Chapter 11 of the Bankrutpcy
Code (Bankr. N.D. Ind. Case No. 17-30031) on January 12, 2017.
The radio stations, which continue to operate, have been fixtures
in the LaPorte community for decades. The filing lists assets and
liabilities for the station in a range from $100,000 to $500,000.
Judge Harry C. Dees, Jr. presides the case. The Debtor is
represented by Jay Lauer, Esq.
LEHMAN BROTHERS: Trader Urges 2nd Circuit to Order $83M Payment
---------------------------------------------------------------
Pete Brush, writing for Bankruptcy Law360, reports that Jonathan
Hoffman, a wealthy former Barclays Capital Inc. trader, urged
Judges Dennis Jacobs, Debra Ann Livingston and George B. Daniels of
the Second Circuit to order the Lehman Brothers Inc. estate to make
him richer by $83 million.
The three-judge panel, according to Law360, seemed hard-pressed to
ignore the recordings Mr. Hoffman made that prompted lower courts
to deny him the extra haul. Law360 relates that Mr. Hoffman
pressed the Second Circuit at oral arguments to reverse two lower
court decisions and hold that his lucrative employment contract
with Barclays did not compensate him.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were assigned to Judge James M.
Peck. Judge Shelley Chapman took over the case after Judge Peck
retired from the bench to join Morrison & Foerster.
A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI. He is represented by
Hughes Hubbard & Reed LLP.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
* * *
In October 2016, the team winding down LBHI paid $3.8 billion to
creditors, the 11th distribution since Lehman's collapse in 2008.
This brought the total payout to more than $113.6 billion.
Bondholders were projected to receive about 21 cents on the dollar
when Lehman's bankruptcy plan went into effect in early 2012. The
11th distribution raised the bondholders' recovery to more than 40
cents on the dollar and recoveries for general unsecured creditors
of Lehman's commodities to 79 cents on the dollar. Lehman's
aggregate 12th distribution to unsecured creditors pursuant to its
confirmed Chapter 11 plan will total approximately $3.0 billion.
LP CLEANERS: Plan Outline Okayed, Plan Hearing on July 6
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
will consider approval of the Chapter 11 plan of reorganization for
LP Cleaners, Inc. at a hearing on July 6.
The hearing will be held at 10:00 a.m., at the Howard H. Baker, Jr.
United States Courthouse, Courtroom 1-C, First Floor, Knoxville,
Tennessee.
The court on May 4 approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.
The order set a June 29 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.
About LP Cleaners
Knoxville, Tenn.-based LP Cleaners, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-33166) on Oct.
27, 2016, estimating its assets and liabilities of less than
$500,000. The petition was signed by Larry Pappas, president.
Judge Suzanne H. Bauknight presides over the case. Keith L.
Edmiston, Esq., of Edmiston Foster, serves as the Debtor's
bankruptcy counsel.
MABLETON LLC: Court Finds Second Amended Plan Feasible
------------------------------------------------------
Judge Edward J. Coleman, III, of the U.S. Bankruptcy Court for the
Southern District of Georgia confirmed Mableton, LLC's second
amended plan of reorganization.
This Chapter 11 reorganization case involves the Debtor's ownership
and leasing of residential property, including a 50-unit
development located in Rincon, Georgia. The Debtor's principal
creditor, Rincon Investors, LLC, holds a priority lien on the
Mableton Complex, as well as all rents generated from such
property.
Rincon argued that the court should deny confirmation because the
Debtor has failed to demonstrate that the second amended plan is
feasible as required by section 1129(a)(11) and that it does not
provide for the "fair and equitable" treatment of Rincon’s
secured claim as required by 1129(b)(1).
With respect to feasibility, Judge Coleman is satisfied that the
Debtor's post-confirmation income will likely be sufficient to
service all of the proposed plan payments without the need for
third-party contributions. The availability of third-party funds
from bolsters the Court's findings as to feasibility.
The Court also finds that the proposed cramdown interest rates on
Rincon's secured claim satisfy the "fair and equitable" requirement
of 11 U.S.C. section 1129(b)(1). Apart from the risk inherent in
any loan, the Court finds that there is minimal risk associated
with the Debtor. Accordingly, the Debtor has demonstrated that the
Second Amended Plan is both feasible and provides for the "fair and
equitable" and equitable treatment of Rincon's claim.
However, after an independent review of the second amended plan,
the court discovered that it does not satisfy the requirements of
section 1129(a)(9)relating to the mandatory treatment of
administrative claims. Because this may easily be remedied, the
Court will enter an order instructing the Debtor to promptly file a
supplement to the second amended plan that satisfies section
1129(a)(9). Once filed the Court will enter an order granting
confirmation of the Debtor's second amended plan.
A copy of Judge Coleman's decision dated June 7, 2017, is available
at:
http://bankrupt.com/misc/gasb15-40124-528.pdf
About Mableton LLC
Mableton, LLC, sought protection under Chapter 11 of the
Bankruptcy
Code (Bankr. S. D. Ga. Case No. 15-40124) on Jan. 29, 2015. The
petition was signed by Edward A. Coleman, member.
The case is assigned to Judge Edward J. Coleman III.
At the time of the filing, the Debtor disclosed $1.66 million in
assets and $3.47 million in liabilities.
MAGELLAN CHRISTIAN: Disclosure Statement Hearing on June 20
-----------------------------------------------------------
The U.S. Bankruptcy Court in Arizona is set to hold a hearing on
June 20 to consider approval of the disclosure statement, which
explains the Chapter 11 plan of reorganization proposed by the
Chapter 11 trustee for Magellan Christian Academies of Arizona,
LLC.
The hearing will be held at 10:30 a.m., at Courtroom No. 702, 230
North First Avenue, Phoenix, Arizona. Objections must be filed no
later than five business days prior to the hearing.
About Magellan Christian Academies
of Arizona LLC
Headquartered in Mesa, Arizona, Magellan Christian Academies of
Arizona, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 14-12657) on Aug. 15, 2014, estimating assets and
liabilities of less than $100,000.
Judge Madeleine C. Wanslee presides over the case. D. Lamar
Hawkins, Esq., at Aiken Schenk Hawkins & Ricciardi, P.C., serves as
the Debtor's bankruptcy counsel.
S. Cary Forrester was appointed as Chapter 11 trustee for the
Debtor on August 7, 2015. Forrester & Worth, PLLC represents the
trustee as bankruptcy counsel.
On May 3, 2017, the trustee filed a disclosure statement and
Chapter 11 plan of reorganization for the Debtor.
MANUGRAPH AMERICAS: Taps Cunningham Chernicoff as Legal Counsel
---------------------------------------------------------------
Manugraph Americas, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to hire legal
counsel.
The Debtor proposes to hire Cunningham, Chernicoff & Warshawsky,
P.C. to give legal advice regarding its duties under the Bankruptcy
Code, and provide other legal services related to its Chapter 11
case. The firm will be employed on a general pre-bankruptcy
retainer of $16,039.
The hourly rates charged by the firm range from $200 to $300 for
partners, and $150 to $200 for associates. Paralegals charge $100
per hour.
Robert Chernicoff, Esq., shareholder of Cunningham and the attorney
designated to represent the Debtor, will charge an hourly fee of
$350 for his services.
Mr. Chernicoff disclosed in a court filing that his firm is
"disinterested" and has no connection to the Debtor or any of its
creditors.
The firm can be reached through:
Robert E. Chernicoff, Esq.
Cunningham, Chernicoff & Warshawsky, P.C.
2320 North Second Street
P.O. Box 60457
Harrisburg, PA 17106-0457
Phone: (717) 238-6570
About Manugraph Americas Inc.
Manugraph Americas, Inc., formerly known as Manugraph DGM, Inc. and
a wholly-owned subsidiary of Manugraph India Ltd., is a
manufacturer and supplier of printing presses and of parts and
service for printing systems in the newspaper and commercial
printing market.
Manugraph Americas is located in central Pennsylvania and sells to
both domestic and international customers. Included within its
accounts is a wholly-owned subsidiary, Offset Services, Inc. (OSI),
which is inactive. Manugraph Americas retains legal ownership of
the subsidiary and its name.
Manugraph Americas sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02306) on June 1,
2017. Andrew Welker, chief operating officer, signed the petition.
As of March 17, 2017, the Debtor had $6.38 million in assets and
$2.06 million in liabilities.
Judge Robert N. Opel II presides over the case.
MARATHON OIL: Egan-Jones Raises Sr. Unsecured Ratings to BB
-----------------------------------------------------------
Egan-Jones Ratings, on June 1, 2017, upgraded the local currency
and foreign currency senior unsecured ratings on debt issued by
Marathon Oil Corp to BB from BB-.
Marathon Oil is an American petroleum and natural gas exploration
and production company headquartered in the Marathon Oil Tower in
Houston, Texas.
MARINA BIOTECH: Acquires Hypertension Treatment from Symplmed
-------------------------------------------------------------
Marina Biotech, Inc. has acquired Prestalia, a treatment of
hypertension, from Symplmed Pharmaceuticals Inc. for aggregate
consideration consisting of $300,000 in cash and the assumption of
certain liabilities of Symplmed in the aggregate amount of
approximately $330,000.
Hypertension remains a significant health issue in the U.S.,
affecting approximately 34% of adults ages 20 and over, in 2013 to
2014; and approximately 30,200 deaths from essential hypertension
and hypertensive renal disease, in 2014, according to the CDC.
Prestalia will be marketed using Symplmed's patented telehealth
technology platform, DyrctAxess, which enables direct delivery of
medications to a patient's home and helps to address the problem of
poor compliance resulting from unfilled prescriptions. Prestalia is
protected by two patents listed in the U.S. FDA's publication,
Approved Drug Products with Therapeutic Equivalence Evaluations,
commonly known as the Orange Book. The two Prestalia U.S. patents
(6696481 and 7846961) offer the potential for product exclusivity
until 2029.
Joseph Ramelli, CEO of Marina Biotech, stated, "This is a
transformative event for Marina Biotech. In addition to bringing a
commercial hypertension product into the Company, we believe there
will be longer term benefits for our existing portfolio. For
example, our two existing hypertension therapies, IT102 and IT103,
if approved by the FDA, will benefit from the distribution
capabilities we will have in place for Prestalia. This could
provide us with a much faster and cost effective go-to-market
strategy for these two therapies."
Dr. Vuong Trieu, chairman of Marina Biotech, stated, "With the
acquisition of Prestalia, Marina Biotech is poised to become an
important player in the field of specialty pharma for hypertension.
This acquisition is a testament to the strong and capable
leadership of the management team and the board."
In connection with the transactions contemplated by the Purchase
Agreement, the Company entered into an offer letter with Erik
Emerson, the president and chief executive officer of Symplmed,
pursuant to which it agreed to hire Mr. Emerson to serve as the
chief commercial officer of the Company, with such employment
becoming effective upon the closing by the Company of a single
capital raising transaction involving the issuance by the Company
of its equity (or equity-linked) securities yielding aggregate
gross proceeds to the Company of not less than $5 million on or
prior to Dec. 31, 2017. The Company also agreed in such offer
letter to issue to Mr. Emerson 600,000 restricted shares of the
common stock of the Company under the Company's 2014 Long-Term
Incentive Plan, with all of such shares to vest on the six month
anniversary of the date of grant.
About Prestalia
Prestalia contains perindopril arginine, an ACE inhibitor, and
amlodipine, a dihydropyridine calcium channel blocker, and is
indicated for the treatment of hypertension to lower blood
pressure. Prestalia may be used in patients whose blood pressure
is not adequately controlled on monotherapy. Prestalia may be used
as initial therapy in patients likely to need multiple drugs to
achieve blood pressure goals. Lowering blood pressure reduces the
risk of fatal and nonfatal cardiovascular events, primarily strokes
and myocardial infarctions. These benefits have been seen in
controlled trials of antihypertensive drugs from a wide variety of
pharmacologic classes, including amlodipine and the ACE inhibitor
class to which perindopril principally belongs.
FDA approval of Prestalia was based on data from the 837-patient
Phase III PATH trial (Perindopril Amlodipine for the Treatment of
Hypertension). The study demonstrated that the fixed-dose
combination of perindopril arginine with amlodipine besylate in a
single pill was significantly better than either compound alone in
reducing both sitting diastolic and sitting systolic blood pressure
after six weeks of treatment. It also suggested that the
combination may provide a better benefit/risk ratio than either
treatment alone.
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
Marina Biotech reported a net loss of $837,143 on $0 of revenue for
the year ended Dec. 31, 2016, compared with a net loss of $1.11
million on $0 of revenue for the year ended Dec. 31, 2015.
As of March 31, 2017, Marina had $6.11 million in total assets,
$2.69 million in total liabilities, all current, and $3.41 million
in total stockholders' equity.
Squar Milner LLP, in Los Angeles, California, 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 negative cash flows from operations and has
had recurring negative working capital. This raises substantial
doubt about the Company's ability to continue as a going concern.
MARINA BIOTECH: Issues $180,000 Convertible Promissory Notes
------------------------------------------------------------
Maria Biotech, Inc., issued convertible promissory notes of the
Company on June 5, 2017, in the aggregate principal amount of
$180,000 to three accredited investors pursuant to a Note Purchase
Agreement that the Company entered into with those investors. The
Notes bear interest at a rate of five percent per annum and are due
and payable at any time on or after the earlier of (i) June 1,
2018, and (ii) the occurrence of an event of default (as defined in
the Note Purchase Agreement).
Upon written notice delivered to the Company by the holders of a
majority in interest of the aggregate principal amount of Notes
that are outstanding at the time of such calculation not more than
five days following the maturity date of the Notes, the Majority
Holders will have the right, but not the obligation, on behalf of
themselves and all other holders of Notes, to elect to convert the
entire unpaid principal amount of all, but not less than all, of
the Notes and the accrued and unpaid interest thereon into such
number of shares of the common stock of the Company as is equal to,
with respect to each Note: (x) the entire unpaid principal amount
of such Note and the accrued and unpaid interest thereon on the
date of the delivery of the Election Notice by (y) $0.35.
The Company issued the Notes in reliance on the exemption from
registration afforded by Section 4(a)(2) of the Securities Act of
1933, as amended, and Rule 506(b) of Regulation D promulgated
thereunder, as a transaction not involving any public offering.
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
Marina Biotech reported a net loss of $837,143 on $0 of revenue for
the year ended Dec. 31, 2016, compared with a net loss of $1.11
million on $0 of revenue for the year ended Dec. 31, 2015.
As of March 31, 2017, Marina had $6.11 million in total assets,
$2.69 million in total liabilities, all current, and $3.41 million
in total stockholders' equity.
Squar Milner LLP, in Los Angeles, California, 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 negative cash flows from operations and has
had recurring negative working capital. This raises substantial
doubt about the Company's ability to continue as a going concern.
MARINA BIOTECH: Working on Next Generation Celecoxib
----------------------------------------------------
Joseph W. Ramelli, the CEO of Marina Biotech, Inc., conducted a
company presentation at the 7th Annual LD Micro Invitational, held
on June 7, 2017, at the Luxe Sunset Bel Air Hotel in Los Angeles,
California.
Mr. Ramelli discussed, among other things, the Company's
acquisition in June 2017 of Prestalia -- FDA approved treatment for
hypertensive patients not adequately treated by monotheraphy. Mr.
Ramelli also touted the Company's experienced management team, its
robust pipeline, and its long term investment -- i.e. development
of the next generation Celecoxib.
He said that Celecoxib is the best alternative to opioids as it
provides comparable pain relief to opioid drugs. He, however,
acknowledged that Celecoxib at high doses increases cardiovascular
risk. To create a next generation of Celecoxib that is safe at
high dosage, Marina is looking at an already approved drug, that,
when taken with Celecoxib, makes the Celecoxib safer. Its studies
show that Lisinopril and Olmesartan are two drugs that when
prescribed together with Celecoxib, reduced the side effect of
Celecoxib. FDCs of Celexocib/Lisinopril (IT-102) and
Celecoxib/Olmesartan (IT-103) are being developed as next
generation Celecoxib for treatment of pain as alternative to
opioids.
Marina has market capitalization of $36.9 million as of April 13,
2017, and outstanding shares of 97.2 million.
A copy of the slide deck used in connection with the presentation
is available for free at:
https://is.gd/7XcNuK
About Marina Biotech
Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation. The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients. The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.
On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated. As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary. As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.
Marina Biotech reported a net loss of $837,143 on $0 of revenue for
the year ended Dec. 31, 2016, compared with a net loss of $1.11
million on $0 of revenue for the year ended Dec. 31, 2015.
As of March 31, 2017, Marina had $6.11 million in total assets,
$2.69 million in total liabilities, all current, and $3.41 million
in total stockholders' equity.
Squar Milner LLP, in Los Angeles, California, 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 negative cash flows from operations and has
had recurring negative working capital. This raises substantial
doubt about the Company's ability to continue as a going concern.
MEDAK TRUCKING: Plan Outline Okayed, Plan Hearing on June 22
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
consider approval of the Chapter 11 plan for Medak Trucking, LLC at
a hearing on June 22.
The hearing will be held at 10:00 a.m., at Courtroom 8, 402 East
State Street, Trenton, New Jersey.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on May 30.
The order set a June 15 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
About Medak Trucking
Medak Trucking LLC, based in Edison, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 16-24788) on August 1, 2016. The
petition was signed by Andrew Obadiaru, president. The Debtor
estimated $0 million to $50,000 in assets and $1 million to $10
million in liabilities at the time of the filing.
Judge Michael B. Kaplan presides over the case. David L. Stevens,
Esq., at Scura, Wigfield, Heyer & Stevens LLP, represents the
Debtor as bankruptcy counsel. The Debtor hired Patricia D. Rivera
of 123 Accounting Services, LLC as its accountant.
On May 26, 2017, the Debtor filed its proposed small business plan
and disclosure statement.
MEDICAL OFFICE: Plan Outline Okayed, Plan Hearing Moved to June 29
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
adjourned the hearing to consider approval of the Chapter 11 plan
of reorganization for Medical Office Partners to June 29.
The hearing will be held at 11:00 a.m., at Courtroom 1975, 211 W.
Fort Street, Detroit, Michigan.
The court on May 4 gave preliminary approval to MOP's disclosure
statement, which explains its proposed plan.
About Medical Office Partners
Medical Office Partners filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Mich. Case No. 17-40918) on Jan. 24, 2017. Judge
Maria L. Oxholm oversees the case. Robert N. Bassel, Esq., serves
as the Debtor's bankruptcy counsel.
On April 24, 2017, the Debtor filed a combined disclosure statement
and plan of reorganization.
MEDIDATA SOLUTIONS: Egan-Jones Ups Sr. Unsecured Ratings to BB-
---------------------------------------------------------------
Egan-Jones Ratings, on June 1, 2017, raised the local currency and
foreign currency senior unsecured ratings on debt issued by
Medidata Solutions Inc. to BB- from B+.
Medidata Solutions is an American-based global SaaS technology
company that specializes in developing and marketing a cloud-based
platform of applications and data analytics to address operations
throughout clinical trials.
MELODY GOOD GIRL: Wants Exclusive Plan Filing Extended By 60 Days
-----------------------------------------------------------------
Melody, Good Girl Incorporated asks the U.S. Bankruptcy Court for
the Middle District of Florida to grant a 60-day extension of
exclusivity period and time to confirm the plan of reorganization.
The Debtor has the exclusive right to file a plan of reorganization
for a period of 180 days after the Petition Date, or by June 11,
2017.
The Debtor filed its Plan of Reorganization and Disclosure
Statement on April 6, 2017. Both documents were dated April 5.
On April 10, 2017, the Court entered its order conditionally
approving the Disclosure Statement, fixing the time to file
objections to the Disclosure Statement, fixing the time to file
applications for administrative expenses, setting hearing on
confirmation of the Plan, and setting deadlines with respect to
confirmation hearing and scheduled the confirmation hearing for May
18, 2017, at 10:00 a.m. The confirmation hearing is currently
continued for July 6, 2017, at 10:00 a.m.
The Debtor believes an additional 60 days is sufficient time for
the Debtor to confirm its Plan and approve its Disclosure
Statement. The Debtor assures the Court that the extension of time
for the period of exclusivity will not affect plan confirmation
should the confirmation hearing be rescheduled by the Court. The
Debtor believes it is in the best interest of the creditors, the
Debtor, and the estate that the extension be granted.
About Melody, Good Girl Incorporated
Melody, Good Girl Incorporated dba Servpro of Winter Haven filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10587), on Dec.
13, 2016. The Petition was signed by Christopher E. Brill,
president. At the time of filing, the Debtor estimated assets at
$100,000 to $500,000 and liabilities at $1 million to $10 million.
The Debtor is represented by James W Elliott, Esq., at McIntyre
Thanasides Bringgold Elliott, et al.
The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.
No trustee or examiner has been appointed in this case and no
official committees have been appointed.
MOORINGS REGENCY: Intends to Use Wells Fargo Cash Collateral
------------------------------------------------------------
Moorings Regency, LLC, Griffin Regency, LLC, and NJO Regency, LLC,
seek authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to use cash collateral.
The Debtors own, as tenants in common, a commercial office building
and the Debtors need use of the rents to pay the normal operating
expenses for the property.
The monthly cash flow Budget reflects total operational expenses of
approximately $52,892 for the month of June 2017, $148,531 for the
month of July 2017 and $171,017 for the month of August 2017. It
includes a line item for a 3.5% management fee to an affiliated
management company.
Prior to the bankruptcy filing, the Debtors entered into a lending
arrangement with Wells Fargo Bank, N.A., as trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-through
Certificated, Series 2006-IQ12. In connection with such
arrangement, the Debtors granted a mortgage on their real property
and assigned the leases and rents as collateral. Accordingly,
going-forward rents constitute the cash collateral of Wells Fargo
Bank.
Prior to April 2017, the entire property was leased to Coca-Cola
("Coke"). However, Coke recently vacated two of the three building
and the current rents do not support the contract interest payment
to Wells Fargo Bank.
The Debtors mention that Wells Fargo Bank had recently filed a
foreclosure action and obtained a foreclosure judgment in the
approximate amount of $29.4 million.
The Debtors claim that the interests of Wells Fargo Bank are
adequately protected by the value of the real estate and the
going-forward rent revenues. However, the Debtors consent to a
replacement lien on all post-petition rents to the same extent,
validity and priority as Wells Fargo Bank's prepetition liens.
The Debtors intend to promptly file a plan and disclosure statement
providing for payment in full to the Bank and hope to emerge from
Chapter 11 as soon as possible.
A full-text copy of the Debtor's Motion, dated June 6, 2017, is
available at https://is.gd/1v4kma
The Debtors are represented by:
Michael C. Markham, Esq.
Johnson, Pope, Bokor, Ruppel & Burns, LLP
401 E. Jackson St., Suite 3100
Tampa, FL 33602
Phone: (813) 225-2500
About Moorings Regency
Moorings Regency, LLC, Griffin Regency, LLC, and NJO Regency, LLC,
are single asset real estate debtors that continue to operate as
debtors-in-possession.
Moorings Regency, Griffin Regency and NJO Regency filed Chapter 11
petitions (Bankr. M.D. Fla. Case Nos. 17-04920, 17-04921 and
17-04922, respectively) on June 6, 2017. The cases are jointly
administered.
Michael C. Markham, Esq. at Johnson, Pope, Bokor, Ruppel & Burns,
LLP, serves as counsel to the Debtors.
MOSAIC MANAGEMENT: GrayRobinson Represented DIP and Exit Lender ASM
-------------------------------------------------------------------
Florida-based GrayRobinson law firm on June 6, 2017, disclosed that
it successfully represented ASM Capital, LLC and its affiliate, ASM
Mosaic LLC as both Debtor in Possession and Exit Lender in support
of a plan of reorganization that allowed Mosaic Management Group
Inc. to confirm its Chapter 11 plan affording the debtors the
ability recover as much as $60 million that might otherwise not
have been recovered on behalf of the creditors.
GrayRobinson represented ASM Capital, LLC and its affiliate ASM
Mosaic LLC as both debtor in possession lender and exit lender in
connection with the confirmed Chapter 11 bankruptcy of Mosaic
Management Group, Inc., a company engaged in the international life
settlement business. Prior to its bankruptcy filing, the company
bought existing life insurance policies, then sold elements of
those policies to others.
After the Chapter 11 action was filed, the company sought to sell
its assets, which were, in large part, life insurance policies.
That proposed sale process engendered a high bid of $18.5 million.
But some investors and others questioned the company's ability to
successfully sell those policies.
After an ownership and management change, the company pursued an
alternative strategy depending largely on funding by ASM Capital,
LLC and its affiliate ASM Mosaic, LLC, represented by GrayRobinson.
Under that plan, $5 million in Debtor in Possession financing was
obtained from ASM Capital, LLC. That strategy allowed the life
insurance policies to be preserved and maintained during the course
of the Chapter 11 through its successful conclusion.
The Debtor in Possession financing provided the liquidity needed to
fund operation shortfalls and ongoing premium obligations. That
allowed for the development of a Chapter 11 plan that was jointly
proposed by the debtors and the creditor and equity committees.
Creditors from around the world were nearly unanimous in their
approval of the plan, which was confirmed by the U.S. District
Court, Southern District of Florida, West Palm Beach Division, on
May 31, 2017.
"This plan provided a resolution to the disputes over the ownership
of the life insurance policies, as well as a potential recovery to
creditors in excess of $60 million," said
Leyza F. Blanco, one of the two GrayRobinson attorneys who led the
legal team.
In addition to the $5 million in Debtor in Possession financing,
the plan provided an additional $5 million in exit funding from ASM
to necessary to fund ongoing premium obligations and administrative
expenses and permitting the successful confirmation of the
bankruptcy proceeding. ASM also provided an additional cash
election to investors electing to cash out their investments.
Ms. Blanco was joined by another GrayRobinson shareholder, Milton
A. Vescovacci.
About Mosaic Management Group
Founded in 2001, Mosaic Management is a Nevada for-profit
corporation conducting business in Palm Beach County, Florida.
Prior to the Petition Date, Mosaic Management was a financial
services organization that provided management oversight and
administration services for portfolios of life insurance policies.
Further, Mosaic Management provided services to clients in the
secondary market of U.S. life insurance policies.
Mosaic Alternative was established in the British Virgin Islands in
2003 under the name of Mosaic Caribe Ltd., with the model of
promoting international sales of life settlement products to
prospective investors. Effective Jan. 1, 2007, Mosaic Caribe
changed its name to Mosaic Alternative Assets Ltd. Prior to the
Petition Date, Mosaic Alternative was a distributor of fractional
shares of life settlements outside the United States, with sales in
at least 36 countries.
Mosaic Alterative sought to provide policy-related investment
vehicles and portfolio diversification by selling and servicing
long-term investment products.
Mosaic Management Group, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case
No. 16-20833) on Aug. 4, 2016. The petitions were signed by
Charles Thomas Ryals, president and chief executive officer. Judge
Erik P. Kimball presides over the case.
Mosaic Management Group estimated assets at less than $50,000 and
liabilities at $50,000 to $100,000. Mosaic Alternative Assets Ltd.
estimated assets at $50 million to $100 million and liabilities at
$1 million to $10 million.
The Debtors originally tapped Berger Singerman LLP as bankruptcy
counsel. In September 2016, the Debtors hired Kristopher E.
Aungst, Esq., and Angelo Castaldi, Esq., of Tripp Scott, P.A., as
legal counsel. The Debtors also tapped Erwin Legal PLC, as special
counsel; Longevity Asset Advisors, LLC as consultant and sales
agent; GlassRatner Advisory & Capital Group, LLC, as financial
advisors and accountants; and Ricoh USA, Inc., as electronic data
consultant.
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23,
2016, appointed creditors of Mosaic Alternative Settlements, Inc.,
to serve on the official committee of unsecured creditors. The
MASI committee hired Furr and Cohen, P.A. as its legal counsel, and
hire Genovese, Joblove & Battista, P.A., as special counsel.
The Acting U.S. Trustee for Region 21 on Dec. 8, 2016, appointed
creditors of Mosaic Alternative Assets, Ltd., to serve on the
official committee of investor creditors. The Committee of
Investor Creditors retains Bast Amron LLP as counsel.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases of Mosaic Management Group Inc.
and Paladin Settlements, Inc., as of Dec. 23, according to the case
docket.
MOSES INC: Plan Outline Okayed, Plan Hearing on June 14
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will consider
approval of the Chapter 11 plan of reorganization for Moses, Inc.
at a hearing on June 14.
The hearing will be held at 10:15 a.m., at Courtroom 446, 38 South
Scott Avenue, Tucson, Arizona.
The court has approved the company's disclosure statement, allowing
it to start soliciting votes from creditors.
The order set a June 8 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
The deadline for filing a ballot report is June 9.
About Moses Inc.
Moses, Inc., based in Phoenix, Arizona, filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 16-09889) on Aug. 26, 2016. The petition
was signed by Tom Guilfoy, chief restructuring officer. The Debtor
disclosed $1.22 million in total assets and $5.73 million in total
liabilities.
Judge Brenda Moody Whinery presides over the case. Christopher C.
Simpson, Esq., at Stinson Leonard Street LLP, represents the Debtor
as bankruptcy counsel. The Debtor hired Osborn Maledon, PA as
conflicts counsel, and REDW, LLC as accountant.
No official committee of unsecured creditors has been appointed in
the case.
On February 11, 2017, the Debtor filed a Chapter 11 plan of
Reorganization and disclosure statement.
MOTEL TROPICAL: Latest Plan to Pay PRTC Priority Claim in Full
--------------------------------------------------------------
Puerto Rico Tourism Co.'s priority claim will be paid in full under
the latest plan proposed by Motel Tropical Inc. to exit Chapter 11
protection.
According to the latest plan, Motel Tropical will pay the agency's
priority claim of $46,611.67 in its entirety on or before February
2022 or within 72 months from the petition date.
Payments will be made in regular monthly installments, with
interests to account for deferred payments equivalent to the
present value of the agency's priority claim until satisfaction of
the debt.
If it appears that Motel Tropical could satisfy the priority claim
within 60 months from the petition date, as provided by law, the
company will pay the agency's priority claim in full, in regular
monthly installments with interests to account for deferred
payments equivalent to the present value of its priority claim, on
or before February 2021.
The latest plan also proposes to pay another claim of the agency in
the amount of $6,212, which will be treated as a general unsecured
claim, according to Motel Tropical's latest disclosure statement
filed on May 25 with the U.S. Bankruptcy Court in Puerto Rico.
A copy of the second amended disclosure statement is available for
free at https://is.gd/zxlHZ5
About Motel Tropical
Motel Tropical Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 16-00966) on Feb. 11,
2016, disclosing under $1 million in both assets and liabilities.
The Debtor is represented by Isabel M. Fullana, Esq., at
Garcia-Arregui & Fullanan PSC.
The Debtor manages a motel business located at Carr 2.KM 110.7
Ave. Militar, Isabel Puerto Rico. The property on which the Debtor
operates is leased to Manuel Gonzalez Valeting.
No official committee of unsecured creditors has been appointed in
the case.
On July 14, 2016, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
MOTORS LIQUIDATION: Court Partly Enforces Sale Order vs. Pitterman
------------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York granted in part and denied in part General
Motors LLC's Motion to enforce sale order against the Pitterman
plaintiffs.
The Motion seeks to enforce the Sale Order to bar certain claims in
nonbankruptcy courts against New GM by plaintiffs alleging personal
injuries. On Dec. 13, 2016, this Court entered an order to show
cause setting forth the five "2016 Threshold Issues" to be resolved
regarding claims asserted against New GM involving vehicles
manufactured by Old GM, and the procedures for doing so.
Bernard Pitterman is a plaintiff in an action pending against New
GM in the U.S. District Court for the District of Connecticut:
Pitterman v. General Motors LLC.
On June 5, 2009, Judge Gerber overruled numerous objections to the
sale of Old GM's assets under section 363 and entered the Sale
Order. The Sale Agreement provides that New GM would purchase the
bulk of Old GM's assets "free and clear of all Encumbrances (other
than Permitted Encumbrances), Claims and other interests." The Sale
Agreement lists in section 2.3 certain liabilities that New GM
would assume and certain liabilities that Old GM would retain.
In resolving the motion to enforce with respect to the Pitterman
Plaintiffs, the Court also resolves 2016 Threshold Issue Two and
concludes that the Sale Order does not bar Non-Ignition Switch
Plaintiffs3 from asserting independent claims against New GM based
solely on New GM's post-closing wrongful conduct.
At oral argument and in its briefing, New GM conceded that the
Pitterman Plaintiffs are not barred from bringing failure to warn
claims against New GM based on the conduct of Old GM. Failure to
warn claims are properly considered Product Liability claims under
the terms of the Sale Agreement and are therefore Assumed
Liabilities.
The Pitterman Plaintiffs' counsel argued that Connecticut state law
recognizes a claim for failure to recall or retrofit as a "products
liability" claim. Therefore, counsel argues, New GM assumed
liability for that claim. But Judge Gerber previously held that
failure to recall and retrofit claims are not Assumed Liabilities.
Deciding the Pitterman Plaintiffs' claims against New GM for both
failure to warn and failure to recall and retrofit, based solely on
New GM’s alleged wrongful conduct, necessarily requires deciding
2016 Threshold Issue Two: whether Non-Ignition Switch Plaintiffs
are barred from asserting truly independent claims against New GM.
The Court holds that Non-Ignition Switch Plaintiffs may bring
claims against New GM based solely on New GM's post-closing
wrongful conduct.
The Court emphasizes that its analysis here applies only to claims
based solely on New GM's alleged wrongful conduct. It is not
acceptable, as the Pitterman Complaint does in several paragraphs,
to base allegations on generalized knowledge of both Old GM and New
GM. To pass the bankruptcy gate, a complaint must clearly allege
that its causes of action are based solely on New GM’s
post-closing wrongful conduct.
Judge Glenn concludes that the Pitterman Plaintiffs may proceed
with only the following claims in the Pitterman Action: (i) failure
to warn, based on conduct of Old GM and New GM; and (ii) failure to
recall and retrofit, based solely on New GM's conduct. The
Pitterman Plaintiffs may not proceed with their claims of failure
to recall and retrofit based on conduct of Old GM.
A copy of Judge Glenn's decision dated June 7, 2017, is available
at:
http://bankrupt.com/misc/nysb09-50026-13959.pdf
Attorneys for General Motors LLC:
Arthur Steinberg, Esq.
Scott Davidson, Esq.
KING & SPALDING LLP
1185 Avenue of the Americas
New York, NY 10036
-and-
Richard C. Godfrey, Esq.
Andrew B. Bloomer, Esq.
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, IL 60654
Attorneys for Bernard Pitterman, Administrator:
Joram Hirsch, Esq.
Robert B. Adelman, Esq.
ADELMAN HIRSCH & CONNORS LLP
1000 Lafayette Blvd.
Bridgeport, CT 06604
Attorneys for Moore Plaintiff:
Kenneth C. Anthony, Jr., Esq.
K. Jay Anthony, Esq.
ANTHONY LAW FIRM, P.A.
150 Magnolia Street
Spartanburg, SC
Attorneys for Brianna Minard:
Joshua S. Markowitz, Esq.
CARCIONE, CATTERMOLE, DOLINSKI, STUCKY, MARKOWITZ & CARCIONE
1300 South El Camino Real, Suite 300
P.O. Box 5429
San Mateo, CA 94402
Attorneys and Co-Lead Counsel for Ignition Switch Plaintiffs and
Certain Non-Ignition Switch Plaintiffs in the MDL Court:
Steve W. Berman, Esq.
HAGENS BERMAN SOBOL SHAPIRO LLP
1918 Eighth Avenue, Suite 3300
Seattle, WA 98101
Attorneys and Co-Lead Counsel for Ignition Switch Plaintiffs and
Certain Non-Ignition Switch Plaintiffs in the MDL Court:
Elizabeth J. Cabraser, Esq.
LIEFF CABRASER HEIMANN & BERNSTEIN, LLP
275 Battery St., 29th Floor
San Francisco, CA 94111
Attorneys and Designated Counsel for Ignition Switch Plaintiffs and
Certain Non-Ignition Switch Plaintiffs in the Bankruptcy Cout:
Edward S. Weisfelner, Esq.
Howard Steele, Esq.
BROWN RUDNICK LLP
Seven Times Square
New York, NY 10036
Attorneys and Designated Counsel for Ignition Switch Plaintiffs and
Certain Non-Ignition Switch Plaintiffs in the Bankruptcy Court:
Sander L. Esserman, Esq.
STUTZMAN, BROMBERG, ESSERMAN & PLIFKA, A PROFESSIONAL
CORPORATION
2323 Bryan Street, Suite 2200
Dallas, TX 75201
Attorney for Christopher Pope and Gwendolyn Pope:
Kris Ted Ledford, Esq.
LEDFORD LAW FIRM
425 East 22nd St., Suite 101
Owasso, OK 74055
Counsel to Those Certain Post-Closing Accident Plaintiffs
Represented By Butler Wooten & Peak LLP, Denney & Barrett, P.C.,
Hilliard Muñoz Gonzales L.L.P., and Turner & Associates, P.A.:
William Weintraub, Esq.
Gregory Fox, Esq.
GOODWIN PROCTER LLP
620 Eighth Avenue
New York, NY 10018
Counsel for Bledsoe Plaintiffs, Elliott Plaintiffs and Sesay
Plaintiffs:
Gary Peller, Esq.
GARY PELLER, ESQ.
600 New Jersey Avenue, NW
Washington, DC 20001
Attorneys for Plaintiff Benjamin Pillars:
Victor J. Mastromarco, Jr., Esq.
THE MASTROMARCO FIRM
1024 N. Michigan Avenue
Saginaw, MI 48602
Attorneys for Plaintiffs William D. Pilgrim, et al.:
Andre E. Jardini, Esq.
KNAPP, PETERSEN & CLARKE
550 North Brand Boulevard, Suite 1500
Glendale, CA 91203
Attorneys for Plaintiffs William D. Pilgrim, et al:
Sean Southard, Esq.
Brendan M. Scott, Esq.
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
200 West 41st Street, 17th Floor
New York, NY 10036
Lead Counsel in the MDL Court with Primary Responsibility for
Personal Injury and Wrongful Death Cases:
Robert Hilliard, Esq.
HILLIARD MUÑOZ GONZALES LLP
719 South Shoreline, Suite 500
Corpus Christi, TX 78401
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
MOTORS LIQUIDATION: Facing Class Action Due to Emissions Cheating
-----------------------------------------------------------------
Emily Field, writing for Bankruptcy Law360, reports that a proposed
class action was filed against General Motors in Michigan federal
court claims that defeat devices are installed in certain models of
its diesel trucks.
According to Law360, the proposed class action claims that certain
GM diesel trucks, including versions of the Chevrolet Silverado,
emit far more pollution while on the road than in emissions testing
conditions.
John Kennedy at Law360 relates that General Motors told U.S.
Bankruptcy Judge Martin Glenn that 40 Corvette owners can't claim
that their right to due process was violated when the Company
didn't specifically inform them of bankruptcy proceedings. Parties
are bound by a court order even if they aren't formally notified of
it, Law360 relates, citing the Company.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
MRN HOMES: Unsecureds to Get Monthly Payments for 96 Months
-----------------------------------------------------------
MRN Homes of Georgia, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Georgia an amended disclosure statement
dated May 31, 2017, with regard to the Debtor's Chapter 11 plan.
Class 4 consists of all general unsecured creditors of the Debtor,
including all Class 3 Secured Claimants that are reclassified as
Class 4 claimants and the deficiency claim of Merchant Cash and
Capital, LLC. Holders of Class 4 claims will be paid in full at
the federal judgment rate of interest as of the confirmation date
in equal monthly installments starting on the 10th day of the first
month after the Effective Date and amortized over 96 months from
the Effective Date.
Payments on Class 4 claims will be mailed to the address of the
creditor on the proof of claim, unless the creditor files a change
of address notice with the Court. Any check mailed to the proper
address and returned by the post office as undeliverable, or not
deposited within 120 days, will be void and the funds may be
retained by the Debtor. This class is impaired and entitled to
vote.
The source of funds for payments pursuant to the Plan will be the
profits of Debtor's roofing business. The Plan provides that
Debtor will act as the disbursing agent to make payments under the
Plan unless Debtor appoints some other entity to do so. The Debtor
may maintain bank accounts under the confirmed Plan in the ordinary
course of business. The Debtor may also pay ordinary and necessary
expenses of administration of the Plan in due course.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ganb17-50831-60.pdf
MRN Homes of Georgia filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
17-50831) on Jan. 17, 2017. The petition was signed by James W.
Hewatt, owner/managing member. The Debtor is represented by Will
B. Geer, Esq., at the Law Office of Will B. Geer, LLC. The case is
assigned to Judge Wendy L. Hagenau. The Debtor estimated assets at
$500,000 to $1 million and liabilities at $1 million to $10 million
at the time of the filing.
The Office of the U.S. Trustee on Feb. 23 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of MRN Homes of Georgia, LLC.
MT YOHAI: Proposes $1.79M Private Sale of L.A. Property
-------------------------------------------------------
MT Yohai, LLC, asks the United States Bankruptcy Court for the
Central District of California, to authorize the private sale of
its interests in the real property located at 2521 Nottingham
Avenue, Los Angeles, California, consisting of a single family
residence and improvements, including any and all improvements
thereto to DCM P-8, LLC for $1,793,202.
A hearing on the Motion is set for June 21, 2017 at 10:00 a.m.
Objections, if any, must be filed not later than the date
designated for hearing on the Motion.
The Debtor was formed to develop real estate. The Mt. Yohai
Property is the Debtor's only asset. The Mt. Yohai Property was
purchased on May 22, 2015 with a short term, non-recourse loan from
Genesis Capital Master Fund II, LLC. The Debtor intended to
refinance the debt to Genesis with construction financing, but was
unable to timely do so. As a result, the bankruptcy case was filed
on Dec. 21, 2016, shortly before a pending foreclosure sale. Since
the filing of the case, the Debtor has been analyzing its options
to either obtain post-petition financing to take out Genesis, enter
into a consensual loan modification with Genesis, or sell the Mt.
Yohai Property to a third party.
The sale of the Mt. Yohai Property to DCM P-8 is contingent on the
Court approving the sale to another related entity, DCM P-9, of the
Stradella Property in the Stradella Bankruptcy Case. Concurrently
filed with the Motion and calendared for the same hearing date and
time, a similar sale motion is being filed in relation to the
Stradella Property in the Stradella Bankruptcy Case. As agreed to
by Genesis, if the sales of the Stradella Property and the Mt.
Yohai Property are approved by the Court, then DCM P-8 and DCM P-9
will have until on Aug. 21, 2017 to close such sales.
Genesis will be paid interest at 12% per annum commencing three
days after an order is entered approving this Motion, with the
first payment due in advance 10 days after an order is entered
approving this Motion and any subsequent interest payment due 30
days after the first payment.
Time is of the essence as the loan to the Debtor's pre-petition
lender, Genesis has matured and is in default. Genesis has
provided a payoff demand good through May 14, 2017, which includes
a daily interest accruing at 12% per annum for each subsequent day
after May 14, 2017 until the sale closes. Due to the terms of
financing, the sale of the Mt. Yohai Property will not close
immediately, but on Aug. 21, 2017.
The Property is subject to consensual liens in favor of Genesis and
Kathleen Manafort, a property tax lien to Los Angeles County
Treasurer and a non-consensual lien in favor of Bowery Design and
Development. If the sale of the Mt. Yohai Property and the
Stradella Property close in favor of the DCM-P8 and DCM P9,
respectively, Mrs. Manafort will waive her claim against the
Debtor's estate. Mrs. Manafort also has a beneficial interest in
the Purchaser.
The Debtor intends to sell the Mt. Yohai Property to the Buyer
subject to the Terms and Conditions of the Purchase and Sale
Agreement and Escrow Instructions dated as of June 5, 2017.
The salient terms of the Agreement are:
a. Purchase Price: Amount required to pay all existing
liens:
i $522,000 Bowery Design and Development;
ii $908,472 to Genesis as of May 14, 2017, with
daily interest accruing at 12% per annum from May 14, 2017 through
the date DCM P-10 closes on the sale of the Mt. Yohai Property,
which must occur prior to or on Aug. 21, 2017. DCM P-10 believes
that no further costs or late charges will be included in the
payoff amount if the sale to DCM P-10 closes on Aug. 21, 2017; and
iii. $22,682 to Los Angeles County Treasurer
pursuant to Proof of Claim No. 1 filed on Jan. 11, 2017.
b. No Overbid: The Sale is a private sale and is not
subject to overbid.
c. Commission: No commission is owed, as no broker has
been involved in this transaction.
d. Representation & Warranties: The Mt. Yohai Property
will be sold on an "as is, where is" basis and without
representations or warranties of any kind, nature or description by
the Debtor, except to the extent expressly set forth in the
Purchase Agreement.
e. Treatment of Liens: The Property will be sold, subject
to approval by Order of the Court entered after the approval of the
sale by the Court, free and clear of all liens and claims.
f. Personal Property: The Purchase Agreement includes a
sale of all of the estate's interest in any fixtures, equipment and
personal property of any type located at the Mt. Yohai Property.
g. Title: Title to the Mt. Yohai Property will be
delivered free and clear of all existing mortgages and other liens.
h. Closing Date and Effect of Not Closing: DCM P-8 must
close the purchase of the Mt. Yohai Property no later than Aug. 21,
2017. If DCM P-8 does not close timely, then Debtor will
immediately file and seek prompt approval of a stipulation – in a
form agreed to by Genesis - for the dismissal the Debtor's
bankruptcy case.
i. Payment to Genesis Upon Court Approval of Sale: Within
three business day of entry of an Order approving the Mt. Yohai
Property sale to DCM P-8, DCM P-8 will commence monthly adequate
protection payments to Genesis at the rate of 12% per annum on
Genesis' outstanding pre-petition claim until closing. If DCM P-8
closes on the Mt. Yohai Property sale on Aug. 21, 2017, the
Debtor's case will remain open in order to pay all other allowed or
stipulated claims related thereto. Concurrently with the Motion,
DCM P-8 will also ask authority to provide a non-recourse loan to
the Debtor to pay all creditors therein.
j. Conditions to Closing: Closing of the Mt. Yohai
Property sale will be subject to customary conditions, including
the following: (i) Court approval of the Stradella Property sale;
(ii) after the close of the Mt. Yohai Property sale, dismissal of
the Debtor's case affecting the Mt. Yohai Property, or exclusion of
the Mt. Yohai Property from the bankruptcy case; and (iii) no
material change to the Mt. Yohai Property will have occurred prior
to the closing of the Mt. Yohai Property sale without the prior
written consent of DCM P-8.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Mt_Yohai_71_Sales.pdf
The proceeds from the proposed purchase will result in the payment
of all non-insider secured claims (Bowery, Genesis and the Los
Angeles County Treasurer), with Mrs. Manafort waiving her secured
claim if the sale to DCM P-8 closes. DCM P-8 will also provide a
non-recourse loan to the Debtor for sufficient funds to pay all
allowed or stipulated unsecured and administrative claims. After
the sale is closed, Debtor will seek to dismiss the case.
Accordingly, the Debtor asks the Court to approve the relief
sought.
The Debtor asks that the Court waives the 14-day stay as set forth
in Bankruptcy Rule 6004(h) as the Buyer desires to move forward as
soon as possible to close the Mt. Yohai Property sale on Aug. 21,
2017, as interest at 12% per annum will continue to accrue until
closing.
About MT Yohai, LLC
Mt Yohai, LLC, a Delaware Limited Liability Company, headquatered
at Newport Beach, filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 16-15157 ) on December 21, 2016. The petition was signed
by Jeffrey Yohai, managing member. The Hon. Catherine E. Bauer
presides the case. The Debtor estimates assets and liabilities
between $1 million to $10 million.
NAVISTAR INTERNATIONAL: Incurs $80-M Net Loss in Second Quarter
---------------------------------------------------------------
Navistar International Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Corporation of $80 million on $2.09
billion of net sales and revenues for the three months ended April
30, 2017, compared to net income attributable to the Corporation of
$4 million on $2.19 billion of net sales and revenues for the three
months ended April 30, 2016.
For the six months ended April 30, 2017, Navistar reported a net
loss attributable to the Corporation of $142 million on $3.75
billion of net sales and revenues compared to a net loss
attributable to the Corporation of $29 million on $3.96 billion of
net sales and revenues for the same period during the prior year.
The Company's balance sheet as of April 30, 2017, showed $5.95
billion in total assets, $11.07 billion in total liabilities and a
total stockholders' deficit of $5.12 billion.
Second quarter 2017 EBITDA was $47 million, compared to second
quarter 2016 EBITDA of $135 million. This year's second quarter
results included $18 million in adjustments primarily resulting
from pre-existing warranties, asset impairment charges,
restructuring of manufacturing operations, and debt financing
charges. Second quarter adjusted EBITDA was $65 million, compared
to adjusted EBITDA of $187 million in the comparable period last
year. Higher used truck losses primarily resulting from a $60
million increase to the used truck reserve for the Company's legacy
MaxxForce 13 used truck inventory was the largest contributor to
the year-over-year decline. The company is changing its sales
strategy for its MaxxForce 13-liter used trucks to take advantage
of additional opportunities to sell more units into export markets,
a move it expects will accelerate efforts to reduce its inventories
of these trucks.
Navistar ended second quarter 2017 with $949 million in
consolidated cash, cash equivalents and marketable securities.
Manufacturing cash, cash equivalents and marketable securities were
$918 million at the end of the quarter.
"We are on track to improve on last year's results, but still have
quite a bit of work to do in the second half," said Troy A. Clarke,
Navistar chairman, president and chief executive officer. "However,
the work we’ve done in the first six months growing share,
building our backlog, and managing costs, combined with improving
industry conditions, positions us to deliver a stronger second
half."
Second quarter highlights included:
* Improving Core market share, with additions to the Company's
production schedule and extensions of the Company's backlog
into the fourth quarter.
* Strengthening competitive presence in the Class 8 market,
including ramped-up deliveries of the new International LT
Series with the Cummins ISX 15 liter engine; introduction of
the new RH Series of Class 8 regional haul tractors; and
unveiling of the new International A26 12.4-liter engine,
which launches in the LT and RH Series in the coming weeks.
* Significant defense wins, including two foreign military
contracts to reset, upgrade and support 1,085 long wheel base
MaxxPro Mine Resistant Ambush Protected (MRAP) vehicles; and
to produce and support 40 MaxxPro Dash DXM MRAP vehicles for
foreign military sales.
* Progress on new sources of revenue, including full-run-rate
production of General Motors' cutaway G van at Navistar's
Springfield, Ohio plant; expansion of Navistar's connected
vehicle services under the OnCommand Connection brand, which
now includes more than 300,000 subscribers; announcing its
Electronic Driver Log app, which will assist smaller fleets
and owner-operators in complying with new federal
regulations; and the unveiling of OnCommand Connection
Marketplace, a new, open-architecture, cloud-based technology
platform for a broad range of driver support tools and
applications.
* Closing its wide-ranging strategic alliance with Volkswagen
Truck & Bus, under which the two companies are already
collaborating on a number of potential technology projects,
and in a procurement joint venture, which is identifying
cost-saving opportunities and is expected to be accretive
year one.
* Naming Persio V. Lisboa as executive vice president and chief
operating officer.
"Persio played a key role in creating our alliance with Volkswagen
Truck & Bus, and led many of the initiatives to improve our
operations during the turnaround," Clarke said. "His focus in this
new role will be to build on the progress we've made over the last
four years."
The Company reiterated its 2017 guidance:
* Retail deliveries of Class 6-8 trucks and buses in the United
States and Canada are forecast to be in the range of 305,000
units to 335,000 units for fiscal year 2017.
* Full-year 2017 revenues are expected to be similar to 2016.
* Full-year 2017 adjusted EBITDA is expected to be higher than
2016.
* Fiscal year end 2017 manufacturing cash is expected to be
about $1 billion.
Truck segment net sales declined six percent to $1.4 billion in
second quarter 2017 compared to second quarter 2016, due to lower
Core volumes, the impact of a shift in product mix in the company's
Core markets, and the cessation of sales of CAT-branded units sold
to Caterpillar. This was partially offset by an increase in Mexico
truck volumes. Truck chargeouts in the company's Core market were
down five percent year-over-year.
The Truck segment loss increased to $56 million in second quarter
2017 versus a second quarter 2016 loss of $23 million, driven by
the higher used truck losses, market pressures, the impact of lower
Core market volumes, and a decrease in other income, which were
partially offset by improved material costs and lower adjustments
to pre-existing warranties. Second quarter 2016 results included a
$19 million benefit from a recognition of income for an
intellectual property license.
Parts segment second quarter 2017 net sales were $610 million, down
$37 million, or six percent, compared to second quarter 2016,
driven by lower sales from Blue Diamond Parts (BDP), the Company's
parts joint venture with Ford, as well as by lower U.S. and export
volumes, partially offset by higher U.S. and Canada parts sales
related to Fleetrite brand and remanufactured parts sales.
The Parts segment recorded a quarterly profit of $153 million in
second quarter 2017, down 13 percent versus the same period one
year ago, primarily due to margin declines in BDP and the Company's
North American markets.
Global Operations segment second quarter 2017 net sales decreased
nine percent to $70 million compared to second quarter 2016. This
was primarily driven by lower volumes in the Company's South
America engine operation due to the continued economic weakness in
the Brazil economy.
The Global Operations segment recorded a $7 million loss in second
quarter 2017 compared to a $1 million loss in the same period one
year ago. The year-over-year change was due to lower volumes,
partially offset by lower manufacturing and SG&A costs as a result
of prior year restructuring and cost reduction efforts.
Financial Services segment second quarter 2017 net revenues
decreased three percent to $56 million versus the same period one
year ago, primarily driven by a decline in interest revenues due to
lower overall finance receivables and unfavorable movements in
foreign currency exchange rates impacting the company's Mexican
portfolio, partially offset by higher revenues from operating
leases.
Financial Services segment profit decreased by $10 million in
second quarter 2017, primarily due to lower interest margins
resulting from a decline in average finance receivables and an
increase in the company's borrowing rate, as well as a decline in
other revenue due to lower interest income from certain
intercompany loans.
The Company presented via live web cast its fiscal 2017 second
quarter financial results on June 7. Speakers on the web cast
included Troy Clarke, chairman, president and chief executive
officer, Walter Borst, executive vice president and chief financial
officer, among other company leaders.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/RHLZN8
About Navistar International
Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose subsidiaries
and affiliates subsidiaries produce International(R) brand
commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans. It also is a private-label designer
and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The Company also provides truck and diesel
engine parts and service. Another affiliate offers financing
services.
Navistar reported a net loss attributable to the Company of $97
million on $8.11 billion of net sales and revenues for the year
ended Oct. 31, 2016, compared with a net loss attributable to the
Company of $184 million on $10.14 billion of net sales and revenues
for the year ended Oct. 31, 2015.
* * *
Navistar carries a 'B3' Corporate Family Rating (CFR) and stable
outlook from Moody's. Moody's said in January 2017 that Navistar's
ratings reflects the continuing challenges the company faces in
re-establishing its competitive position and profitability in the
North American medium and heavy truck markets.
As reported by the TCR on March 6, 2017, Fitch Ratings has upgraded
the Issuer Default Ratings (IDR) for Navistar International
Corporation (NAV), Navistar, Inc., and
Navistar Financial Corporation (NFC) one notch to 'B-' from 'CCC'
and removed the ratings from Rating Watch Positive. The upgrade
reflects improved prospects for NAV's financial performance due to
its alliance with VW T&B.
As reported by the TCR on March 3, 2017, S&P Global Ratings said
that it raised its corporate credit ratings on Navistar
International Corp. and its subsidiary Navistar Financial Corp. to
'B-' from 'CCC+'. The outlook is stable. The upgrade follows
Navistar's strategic alliance with Volkswagen Truck & Bus, which
includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar,
definitive agreements for the two companies to collaborate on
technology, and the formation of a procurement JV.
NEIMAN MARCUS: Bank Debt Trades at 22% Off
------------------------------------------
Participations in a syndicated loan under Neiman Marcus Group Inc
is a borrower traded in the secondary market at 77.97
cents-on-the-dollar during the week ended Friday, June 2, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.13 percentage points from the
previous week. Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating. The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 2.
NETSCOUT SYSTEMS: Egan-Jones Upgrades Sr. Unsec. Ratings to BB
--------------------------------------------------------------
Egan-Jones Ratings, on May 23, 2017, raised the local currency and
foreign currency senior unsecured ratings on debt issued by
NetScout Systems Inc. to BB from BB-.
NETSCOUT Systems, Inc. is a provider of application and network
performance management products. Headquartered in Westford,
Massachusetts, NETSCOUT serves enterprises community, government
agencies and telecommunications service providers.
NEW ENGLAND MECHANICAL: Okayed to Use Up to $328K Cash Collateral
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Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire entered an order granting New England
Mechanical Coordination & Consulting, LLC's second cash collateral
motion, authorizing the Debtor to continue using cash collateral
through Aug. 31, 2017.
The Debtor may use and expend up to $327,605 to pay the costs and
expenses incurred by the Debtor in the ordinary course of business
to the extent provided for in the Budget covering the period from
June 1, 2017 through Aug. 31, 2017.
The Debtor is directed to pay to People's United Bank monthly
adequate protection payment of $750.
The Debtor is directed to pay to the Internal Revenue Service
monthly adequate protection payment of $1,800. However, if and to
the extent that cash collateral use continues beyond the Use
Period, the IRS adequate protection payment will be increased to
$3,686 in October 2017.
The Subordination Agreement executed by Latva Realty for the
benefit of People's United Bank and the IRS will remain in full
force and effect.
Each "record lienholder" is granted a replacement lien in, to and
on the Debtor's postpetition property of the same kinds and types
as the collateral in, to and on which it held valid and
enforceable, perfected liens on the Petition Date.
In addition, Judge Harwood directed the Debtor to file Monthly
Operating Reports for February, March, April and May 2017 on or
before June 15, 2017.
The Debtor is directed to file a further application for on-going
usage of cash collateral on or before Aug. 7, 2017. Any objections
to such application for on-going usage of cash collateral must be
filed on or before Aug. 15. The Court will hear further motion for
permission to use cash collateral on Aug. 22, 2017 at 1:30 p.m.
A full-text copy of the Order, dated June 5, 2017, is available at
https://is.gd/OiGCR0
About New England Mechanical
New England Mechanical Coordination & Consulting, LLC, d/b/a NEMC2,
filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-10133) on
Feb. 3, 2017. The petition was signed by Michael A. Zyla, member.
The Debtor disclosed $571,151 in total assets and $2.41 million in
total liabilities. The case is assigned to Judge Bruce A. Harwood.
The Debtor is represented by William S. Gannon, Esq., at William
S. Gannon PLLC.
NIELSEN HOLDINGS: S&P Affirms 'BB+' CCR, Off CreditWatch Negative
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S&P Global Ratings said that it affirmed its 'BB+' corporate credit
and senior unsecured issue-level ratings on New York City-based
Nielsen Holdings PLC and removed them from CreditWatch, where S&P
placed them with negative implications on Jan. 25, 2017. The rating
outlook is negative.
S&P did not place its ratings on the company's senior secured debt
on CreditWatch.
"The rating actions reflect our view that Nielsen's management is
committed to reducing its leverage over the next 12 months to a
level we believe is appropriate for the 'BB+' corporate credit
rating," said S&P Global Ratings' credit analyst Naveen Sarma. "We
are raising our downgrade threshold for the rating to 4.25x from
4.0x because we believe Nielsen's two businesses, Watch and Buy,
will maintain global leadership positions despite increased
competition in the Watch segment and a weak growth environment in
the U.S. for the Buy segment." Nielsen's adjusted leverage was
elevated at 4.6x as of March 31, 2017, due in part to the company's
recent acquisition of Gracenote, and S&P expects it to decline to
4.3x by the end of 2017 and to 4x by 2018.
The negative outlook reflects S&P's expectation that Nielsen's
adjusted leverage will remain above our 4.25x downgrade threshold
through the end of 2017 but that it could decline below 4.25x in
the next 12 months. S&P also expects that the company will
maintain a more moderate share repurchase plan, and will refrain
from making any sizable debt-financed acquisitions, such that its
adjusted leverage could decline to 4.3x by the end of 2017 and to
4x by 2018.
S&P could lower its corporate credit rating on Nielsen if the
company's adjusted leverage remains above 4.25x, which could occur
if its financial policy changes (including a return to more
aggressive share repurchases or a higher dividend payout), if the
company makes any sizable debt-financed acquisitions, or if the
market relevance of its watch business were to deteriorate due to
the growth of new measurement services which would lead to revenue,
EBITDA, and margin stagnation.
S&P could revise the outlook to stable if the company lowers its
adjusted leverage to well below 4.25x within the next 12 months. An
outlook revision would depend on the company refraining from making
any sizable debt-financed acquisitions over the next year and
continued solid operating and financial performance by the
company's Watch segment.
NYDJ APPAREL: Moody's Withdraws Caa3 Corporate Family Rating
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Moody's Investors Service has withdrawn NYDJ Apparel, LLC's Caa3
Corporate Family Rating (CFR), Caa3-PD Probability of Default
Rating (PDR), and Caa3 ratings on the secured revolver and first
lien term loan. The ratings have been withdrawn pursuant to Moody's
guidelines for the withdrawal of ratings, as insufficient
information is available to continue to effectively monitor the
issuer's creditworthiness.
The following ratings and rating outlook on NYDJ Apparel, LLC were
withdrawn:
-- Caa3, Corporate Family Rating
-- Caa3-PD, Probability of Default Rating
-- Caa3 (LGD3), $12.5 million senior secured first lien revolving
credit facility due 2019
-- Caa3 (LGD3), $150 million senior secured first lien term loan
due 2020
-- Negative outlook
RATINGS RATIONALE
Moody's has withdrawn NYDJ's ratings because of inadequate
information to monitor the ratings, due to the issuer's decision to
cease participation in the rating process.
NYDJ Apparel, LLC designs and markets apparel for women under the
"NYDJ" brand. The company's products, which include predominantly
denim bottoms, are sold through department stores, specialty
boutiques, off-price retailers, outlets and on its e-commerce
website. Net revenues for the twelve months ended December 31, 2016
were approximately $139 million. NYDJ has been majority-owned by
Crestview Partners since January 2014.
OMNI LION'S RUN: Taps Hajjar Peters as Legal Counsel
----------------------------------------------------
Omni Lion's Run L.P. seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to hire Hajjar Peters LLP to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, represent it in any potential sale or refinancing of its
property, and assist in the preparation of a plan of
reorganization.
Ron Satija, Esq., the lead attorney, will charge an hourly fee of
$375 for his services. The hourly rates for other attorneys range
from $200 to $400. Meanwhile, the firm's legal assistants will
charge $125 per hour.
Prior to its bankruptcy filing, the Debtor paid Hajjar Peters the
sum of $7,500, of which $1,387.50 was used to pay the firm's
pre-bankruptcy fees and expenses while $1,717 was used to pay the
filing fee.
Mr. Satija disclosed in a court filing that he and his firm do not
hold or represent any interest adverse to the Debtor and its
bankruptcy estate.
The firm can be reached through:
Ron Satija, Esq.
Hajjar Peters LLP
3144 Bee Caves Road
Austin, TX 78746
Phone: 512-637-4956
Fax: 512-637-4958
Email: rsatija@legalstrategy.com
About Omni Lion's Run L.P.
Omni Lion's Run, L.P. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60329) on May 2,
2017. Drew G. Hall, manager, signed the petition. Judge Ronald B.
King presides over the case.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $50,000.
OPTIMA SPECIALTY: Unsecured Notes Claimants to Recoup 100%
----------------------------------------------------------
Optima Specialty Steel, Inc., and its affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement dated June 1, 2017, referring to the Debtors' first
amended joint Chapter 11 plan of reorganization.
The plan confirmation hearing will commence on June 29, 2017, at
1:30 p.m. (Eastern). Objections to the Plan must be filed by June
22, 2017, at 4:00 p.m. (Eastern).
Claims under the Plan are unimpaired.
Class 3-A consists of all Unsecured Notes Claims. In full and
final satisfaction, settlement, release, and discharge of and in
exchange for each and every Allowed Class 3-A Claim, on or as soon
as reasonably practicable after the Effective Date, each holder of
an Allowed Class 3-A Claim will receive cash in an amount equal to
100% of the allowed claim, plus post-Petition Date interest (if
any) for the period between the Petition Date and the Effective
Date at the Federal judgment rate or other rate as minimally
necessary (only if payment of interest is required) to leave the
Allowed Class 3-A Claim unimpaired.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/deb16-12789-801.pdf
As reported by the Troubled Company Reporter on May 9, 2017, the
Debtor, along with its affiliates, on April 28, 2017, disclosed
that it has filed the proposed plan of reorganization and
disclosure statement as required by its Plan Support Agreement with
Optima Acquisitions, LLC. In addition, OA has funded $10 million
as the first installment of four milestone deposits totaling $25
million towards its required cash contribution.
About Optima Specialty Steel
Optima Specialty Steel, Inc., and its affiliates filed separate
Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty
Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation
(Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del.
16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and
Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The
petitions were signed by Mordechai Korf, chief executive officer.
At the time of filing, the Debtor had assets and liabilities
estimated at $100 million to $500 million each.
Optima Specialty Steel and its affiliates are independent
manufacturers of specialty steel products. Their manufacturing
facilities are located in the United States, and each of the
companies' operating units have operated in the steel industry for
more than 50 years. At the time of the bankruptcy filing, the
Debtors collectively employ more than 900 people.
The Debtors engaged Greenberg Traurig, LLP, in Wilmington, DE,
as counsel. The Debtors tapped Ernst & Young LLP as their
accountant.
No request has been made for the appointment of a trustee or
examiner.
On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors. The committee hired
Squire Patton Boggs (US) LLP as its lead counsel and Whiteford,
Taylor & Preston LLC as its local Delaware counsel.
PATRIOT COAL: Trustee Selling Contingent Surplus Security for $1M
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Eugene Davis, Liquidating Trustee for the PCC Liquidating Trust in
the chapter 11 cases of Patriot Coal Corp. and certain of its
direct and indirect subsidiaries, asks the U.S Bankruptcy Court for
the Eastern District of Virginia to authorize the sale to Kentucky
Coal Employers' Self-Insurance Guaranty Fund of the Debtors' rights
and interests in any contingent future surplus workers'
compensation security held by Guaranty Fund for $1,001,000.
On Oct. 9, 2015, the Court entered the Confirmation Order
confirming the Debtors' Plan and approving the Disclosure
Statement. The Plan is predicated on, among other things, the
agreement of Blackhawk Mining, LLC and certain of its affiliates to
purchase certain of the Debtors' assets and assume certain
liabilities through the creation of a new company pursuant to the
asset purchase agreement by and among Blackhawk and the Debtors.
Additionally, Virginia Conservation Legacy Fund, Inc. ("VCLF"), ERP
Settlement, LLC, and ERP Compliant Fuels, LLC agreed to acquire the
assets (excluding the Debtors' receivables) not to be acquired in
the Blackhawk Transaction and to assume certain liabilities
excluded from the Blackhawk Transaction, pursuant to the asset
purchase agreement by and among VCLF and the Debtors. ERP
Settlement and Patriot subsequently entered into that certain
Promissory Note, Earnout Agreement, and Security Agreement.
The Effective Date of the Plan occurred on Oct. 26, 2015, and
pursuant to the terms of the Confirmation Order, the Plan, and the
Liquidating Trust Agreement, the Debtors and Liquidating Trustee
formed the Liquidating Trust to implement the wind down,
dissolution, and liquidation of all estate assets not sold,
abandoned, or otherwise transferred pursuant to a final Court
order.
Prior to filing bankruptcy, the Debtors, as self-insured coal
employers, secured their workers' compensation obligations with the
Commonwealth of Kentucky ("Kentucky Workers' Compensation
Obligations") through a letter of credit in an amount set by the
Commissioner. In connection therewith, Patriot had issued as
security for the payment of its Kentucky Workers' Compensation
Obligations, a Letter of Credit with Fifth Third Bank for
$48,239,343 for the benefit of the Commonwealth of Kentucky, Labor
Cabinet, Department of Workers Claims ("DWC"). The Letter of
Credit was subsequently amended to $47,239,343.
Following the Court's confirmation of the Plan, DWC drew the entire
amount of the Letter of Credit and transferred the funds to the
Guaranty Fund, which funds are vested in the Guaranty Fund, and the
Guaranty Fund has assumed the administration and payment of the
Kentucky Workers' Compensation Obligations.
The Liquidating Trust and its advisors contend that the Liquidating
Trust has a potential future interest in Contingent Surplus
Security. The Liquidating Trust believes that it is in the best
interest to sell the Contingent Surplus Security, and has received
an offer from the Guaranty Fund whereby the Liquidating Trust will
sell the Debtors' rights to and interests in the Contingent Surplus
Security to the Guaranty Fund for a purchase price of $1,001,000.
The assets of the Debtor' estates, including the Contingent Surplus
Security, vested to the Liquidating Trust on the Effective Date
free and clear of all liens, claims, and interests.
The Liquidating Trustee respectfully submits that the Sale
comprises a sound exercise of business judgment. For approximately
the past 18 months, the Liquidating Trust and its advisors have
sought out potential parties willing and able to enter into a
transaction regarding Patriot's Kentucky Workers Compensation
Obligations and have engaged in extensive discussions with parties
that expressed an interest in entering into such a transaction.
While the Liquidating Trust received several expressions of
interest, no party offered a transaction on terms better than the
Sale. After arm's-length negotiations with the Guaranty Fund
regarding a sale of the Contingent Surplus Security to the Guaranty
Fund, the Liquidating Trustee has determined that the Sale is the
most value-maximizing transaction for the Debtors' estates.
As described, the Sale is a transaction that is carried out
pursuant to the Liquidating Trust's rights and duties under the
Plan. Therefore, the sale of the Contingent Surplus Security
should be treated as exempt from taxes.
About Patriot Coal Corporation
Patriot Coal Corporation is a producer and marketer of coal in the
United States. Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia and
Ohio) and Southern Illinois basin (in Kentucky and Illinois) and
their operations consist of eight active mining complexes in West
Virginia.
Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri. The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC. The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.
Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015. The cases are assigned to
Judge Keith L. Phillips.
Patriot Coal estimated more than $1 billion in assets and debt.
The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.
The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors. The Committee is
represented by Morrison & Foerster LLP as its counsel, and
Tavenner & Beran, PLC, as its local counsel. Jefferies LLC
serves as its investment banker.
Eugene Davis, serves as the Liquidating Trustee for the PCC
Liquidating in the chapter 11 cases of Patriot Coal and certain of
its direct and indirect subsidiaries.
PAYLESS HOLDINGS: Removes 192 Stores From 2nd Round of Closings
---------------------------------------------------------------
Payless Holdings LLC said in a court filing on June 6, 2017, that
it is now seeking to close only 216 additional stores, rather than
the 408 stores initially requested in May as part of its bankruptcy
reorganization.
On April 4, 2017, the Debtors filed with the Bankruptcy Court a
motion seeking to close an initial 389 stores ("Initial Store
Closings"). A final order granting approval to the relief
requested in the initial store closing motion and approving sale
guidelines was entered on May 17.
On May 24, the Debtors filed a motion to conduct a second round of
store closings, identifying 408 additional stores ("Second List
Stores").
The Debtors said June 6 that continued negotiations have resulted
in consensual modification and rent concessions with respect to
certain of the Second List Stores. Those negotiations have
resulted in a substantial number of consensual modifications and
rent concessions, and as a result the Debtors are now seeking to
close only 216 stores, rather than 408 initially requested. As a
result, the Debtors have removed 192 stores from the Second List
Stores.
A copy of the revised list of Second List Stores is available at:
http://bankrupt.com/misc/Payless_H_997_2nd_List_Closing_Stores.pdf
About Payless Holdings
Payless Holdings LLC and its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No.
17-42267) on April 4, 2017. The petitions were signed by Paul J.
Jones, chief executive officer. At the time of the filing, the
Debtors estimated their assets at $500 million to $1 billion and
liabilities at $1 billion to $10 billion.
Payless -- http://www.payless.com/-- was founded in 1956 as an
everyday footwear retailer. The Company is headquartered in
Topeka, Kansas, but its operations span across Asia, the Middle
East, Latin America, Europe, and the United States. Payless first
traded publicly in 1962, and was taken private in May 2012.
Payless Holdings, LLC currently owns, directly or indirectly, each
of its 91 subsidiaries.
As of the bankruptcy filing, Payless had more than 4,000 stores in
more than 30 countries, and employed approximately 22,000 people.
In April 2017, it sought court approval to close an initial 389
Stores. In May it sought court approval to close 408 more stores
but later reduced the list to 216 stores.
The Debtors hired Alvarez & Marsal North America LLC as
restructuring advisor; Prime Clerk LLC as claims, balloting and
administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA
counsel.
On April 14, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The unsecured creditors
committee has tapped Pachulski Stang Ziehl & Jones LLP as lead
counsel to the Committee, Polsinelli PC as its local counsel, and
Province Inc. as financial advisor. The committee has retained
Back Bay Management Corp. and its division The Michael-Shaked Group
as expert consultant.
On April 25, 2017, the Debtors filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization. The
Debtors' plan, if confirmed and implemented, would reduce their
debt to $469 million.
PETCO ANIMAL: Bank Debt Trades at 7% Off
----------------------------------------
Participations in a syndicated loan under Petco Animal Supplies is
a borrower traded in the secondary market at 92.75
cents-on-the-dollar during the week ended Friday, June 2, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.15 percentage points from the
previous week. Petco Animal pays 325 basis points above LIBOR to
borrow under the $2.506 billion facility. The bank loan matures on
Jan. 26, 2023 and carries Moody's NR rating and Standard & Poor's B
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 2.
PETSMART INC: Bank Debt Trades at 4% Off
----------------------------------------
Participations in a syndicated loan under Petsmart Inc. is a
borrower traded in the secondary market at 95.93
cents-on-the-dollar during the week ended Friday, June 2, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.28 percentage points from the
previous week. Petsmart Inc pays 300 basis points above LIBOR to
borrow under the $4.246 billion facility. The bank loan matures on
March 10, 2022 and carries Moody's Ba3 rating and Standard & Poor's
B+ rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 2.
PIN OAK: Middletown Mall in West Virginia Seeks Chapter 11
----------------------------------------------------------
Pin Oak Properties, LLC, owner of the Middletown Mall in White
Hall, West Virginia, has sought Chapter 11 bankruptcy protection.
The Company is run by Dietrich Steve Fansler, the 100% owner.
The Middletown Mall, located in White Hall, opened at the end of
1969. The 30-acre property has a current value of $18 million,
according to the Debtor's schedules of assets and liabilities.
The Debtor listed $14.12 million in liabilities, including $12
million owed to General Acquisitions, LLC, of Morgantown, West
Virginia, the largest secured creditor. The Marion County Sheriff
Tax Office, owed $335,500 on real estate taxes, sits atop the list
of 20 largest unsecured creditors.
According to the statement of financial affairs, the Company
recorded $3.576 million in revenues in 2015, followed by just
$1.935 million in 2016. Revenue was $498,200 in the January-to-May
2017 period.
Pin Oak Properties, LLC, a single asset real estate, filed a
Chapter 11 petition (Bankr. N.D. W.V. Case No. 17-00608) on June 7,
2017. Dietrich Steve Fansler, managing member and 100% owner,
signed the petition.
The Hon. Patrick M. Flatley is the case judge.
On the Petition Date, the Debtor filed an application to employ
Gianola, Barnum, Bechtel & Jecklin, LC, in Morgantown, West
Virginia, as counsel. The Debtor also filed an application to
hire Steven G. Williams, CPA/ABV, as accountant.
The Debtor has filed a motion to assume its commercial liability
insurance with Traveler's Insurance Company, saying it needs the
insurance to continue to operate its business during the Chapter 11
reorganization. Pin Oak says it's current with all of its regular
quarterly insurance premiums.
The deadline to file a Chapter 11 plan and disclosure statement is
Oct. 5, 2017.
A Chapter 11 scheduling conference is scheduled for June 20, 2017.
PRADO MANAGEMENT: Taps Cambridge Properties as Real Estate Broker
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Prado Management LLC seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to hire a real estate broker.
The Debtor proposes to hire Cambridge Properties in connection with
the sale of a residential house located at 23875 North 91st Street,
Scottsdale, Arizona.
The firm will get a commission of 6% of the gross sales price for
the property.
Kelly Hendon, a real estate broker employed with Cambridge,
disclosed in a court filing that the firm does not represent any
entity that has an adverse interest in connection with the Debtor's
bankruptcy case.
The firm can be reached through:
Kelly C. Hendon
Cambridge Properties
14602 N. Tatum Boulevard
Phoenix, AZ 85032
Phone: 602-315-2201
About Prado Management LLC
Prado Management LLC is a single asset real estate (as defined in
11 U.S.C. Section 101(51B)) and based in Scottsdale, Arizona.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-02989)on March
27, 2017. The petition was signed by German Osio, manager. At
the time of the filing, the Debtor had $1 million to $10 million in
estimated assets and liabilities.
Judge Eddward P. Ballinger Jr. presides over the case. The Debtor
is represented by Dale C. Schian, Esq. of Schian Walker PLC.
PRETTY GIRL: Chapter 11 Case Summary & Unsecured Creditors
----------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions on
June 9, 2017:
Debtor Case No.
------ --------
Pretty Girl of Fordham Road Corp. 17-11600
dba Pretty Girl
1407 Broadway, Suite 2300
New York, NY 10018
72 Fashion Corp. 17-11601
dba Pretty Girl
1407 Broadway, Suite 2300
New York, NY 10018
1168 Liberty Corp. 17-11602
dba Pretty Girl
1407 Broadway, Suite 2300
New York, NY 10018
Business Description: The Debtors operate retail stores under the
name "Pretty Girl" that sells fashionable
junior, missy, and plus-size clothing,
accessories, and footwear to price-conscious
women.
The Debtors are affiliates of Pretty Girl,
Inc., which sought Ch. 11 protection (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014.
The case was converted to one under Chapter
7 of the Bankruptcy Code on Dec. 23, 2014.
The Chapter 7 trustee of Pretty Girl's
bankruptcy estate has commenced an adversary
proceeding, LaMonica v. 72 Fashion Corp.,
Adv. Pro. No. 16-01150 (SHL), in which the
trustee alleges breach of contract and seeks
payment for goods that were allegedly sold
and delivered but unpaid for, which is
currently pending before the Bankruptcy
Court. Mr. Albert Nigri is the sole
shareholder of the Debtors.
The Debtors' assets consist of its
inventory, which secures its guaranty
obligation to repay indebtedness in the
amount of approximately $300,000 of Pretty
Girl to JPMorgan Chase, N.A. The
Indebtedness also is guaranteed by each
of the Stores, Fordham, and 1168 Liberty.
PGNY, Inc., a non-debtor affiliate wholly
owned by Mr. Nigri, also is a guarantor.
On or about March 10, 2017, the Marshal of
the City of New York served the Debtors
with a Notice of Execution informing them
that an execution against their personal
property had been issued as a result of a
judgment entered in favor of the City of
New York and against the Debtors in respect
of certain Environmental Control Board
violations in the case City of New York.
As of the commencement of the Debtors'
Chapter 11 cases, the Execution had not yet
been carried out and the Debtors' property,
therefore, has not been levied upon. The
Debtors commenced their Chapter 11 cases in
order to continue to operate their business
at their premises and to maintain, protect,
and preserve their property.
Chapter 11 Petition Date: June 9, 2017
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. Sean H. Lane
Debtors' Counsel: Alice Pin-Lan Ko, Esq.
ROSEN & ASSOCIATES, P.C.
747 Third Avenue
New York, NY 10017
Tel: 212-223-1100
E-mail: ako@rosenpc.com
srosen@rosenpc.com
JPMorgan
Chase Bank, NA's
Attorneys: PLATZER, SWERGOLD, LEVINE,
GOLDBERG, KATZ & JASLOW, LLP
475 Park Avenue South
New York, NY 10016
Attn.: Clifford A. Katz, Esq.
City of
New York's
Attorneys: LEOPOLD, GROSS & SOMMERS, P.C.
16 Court Street, Ste. 1903
Brooklyn, NY 11241
Attn.: Paul R. Gross, Esq.
Assets Liabilities
---------- -----------
Pretty Girl of Fordham >$500,000
PRODUCTION RESOURCE: S&P Withdraws 'CCC-' CCR at Company's Request
------------------------------------------------------------------
S&P Global Ratings said that it withdrew its ratings, including the
'CCC-' corporate credit rating, on U.S.-based Production Resource
Group Inc. at the company's request.
"The rating outlook was negative at the time of the withdrawal, and
we did not have sufficient information to assess the impact of the
May 2017 refinancing," said S&P Global Ratings credit analyst Dylan
Singh.
PROVIDENCE FINANCIAL: Tries to Claw Back Over $3M From Originator
-----------------------------------------------------------------
Carolina Bolado, writing for Bankruptcy Law360, reports that Maria
Yip, the Chapter 7 trustee for Providence Financial Investments
Inc. and its affiliate Providence Fixed Income Fund LLC, filed a
lawsuit against John Abio to claw back over $3 million.
Law360 relates that Mr. Abio was one of the firm's originators who
lured investors into the scam. The Chapter 7 Trustee, according to
the report, said that Mr. Abio was referred to internally at
Providence Financial as "our sales star," led the company's sales
efforts in Texas and parts of Florida, and was the highest-paid
originator at the company.
An analysis of the books and records shows "substantial transfers"
of Providence Financial's assets to Mr. Abio, including $3,121,614
in commissions between March 2012 and April 2016, Law360 states,
citing the Chapter 7 Trustee.
About Providence Financial Investments
Providence Financial Investments, Inc., filed a Chapter 7
bankruptcy petition (Bankr. S.D. Fla. Case No. 16-20516) on July
28, 2016. Judge A. Jay Cristol presides over the case. The Debtor
is represented by James B Miller, Esq., who has an office in Miami,
Florida.
The Chapter 7 Trustee is Maria Yip. She is represented by Eyal
Berger, Esq., who has an office in Fort Lauderdale, Florida.
QUANTUM CORP: May Issue 1.9M Shares Under Incentive & Stock Plans
-----------------------------------------------------------------
Quantum Corporation filed with the Securities and Exchange
Commission a Form S-8 registration statement to register an
additional 1,906,250 shares of common stock issuable under the
Company's 2012 Long-Term Incentive Plan and Employee Stock Purchase
Plan. A full-text copy of the regulatory filing is available for
free at https://is.gd/AkuxGj
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.
Quantum reported net income of $3.64 million on $505.34 million of
total revenue for the year ended March 31, 2017, compared to a net
loss of $76.39 million on $475.95 million of total revenue for the
year ended March 31, 2016. As of March 31, 2017, Quantum Corp had
$225.02 million in total assets, $341.02 million in total
liabilities and a stockholders' deficit of $115.99 million.
REBECCA & JESSICA: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Rebecca & Jessica Cab Corp.
6557 Lino Road
North Port, FL 34287
Case No.: 17-42998
Business Description: Rebecca & Jessica is a small business Debtor
as defined in 11 U.S.C. Section 101(51D).
The Company has equitable interest in
Taxi medallion numbers 8K87 and 8K88.
Chapter 11 Petition Date: June 8, 2017
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
3099 Coney Island Avenue, 3rd Floor
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-3156
E-mail: alla@kachanlaw.com
Total Assets: $0
Total Liabilities: $3 million
The petition was signed by Diana Libo, president.
A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb17-42998.pdf
REINSURANCE GROUP: Fitch Affirms BB on $400MM Sub. Debt Due 2065
----------------------------------------------------------------
Fitch Ratings has affirmed the 'A' ('Strong') Insurer Financial
Strength (IFS) rating of RGA Reinsurance Company (RGA Reinsurance).
Fitch has also affirmed the senior debt ratings of Reinsurance
Group of America, Inc. (RGA) at 'BBB'. The Rating Outlook is
Stable.
The ratings were affirmed because RGA continues to maintain its
strong business profile as the largest provider of individual and
group life reinsurance in North America and as one of the leading
life and health reinsurers in the world. The ratings reflect the
company's very strong long-term financial performance and earnings,
strong risk-adjusted capitalization, and strong liquidity.
RGA's ratings also consider its relatively high financial and
operating leverage. Fitch believes RGA faces operating challenges
in its core traditional life reinsurance business in the U.S.,
which has been subject to competitive pricing and declining cession
rates.
KEY RATING DRIVERS
Fitch considers RGA's business profile to be strong. RGA has built
upon its historical strength in the North American mortality market
by diversifying geographically and by product. Offsetting these
positives, diversification has increased the company's exposure to
interest rate risk due to growth in asset-intensive businesses.
RGA's capitalization and leverage are strong. However, Fitch
considers RGA's financial leverage to be high for a life insurer.
The financial leverage ratio was 35% at year-end 2016, and declined
to 32.2% following the repayment of $300 million of senior notes in
March 2017. The company's total financing and commitments ratio of
1.0x is also considered high. Fitch believes, however, that the
group's ability to service its debt remains strong. Operating
earnings-based interest coverage was 7.2x in 2016.
Fitch views the statutory capitalization of RGA Reinsurance as
strong, although the company relies on affiliated captive
reinsurance to maintain target capital levels. RGA Reinsurance's
reported risk-based capital (RBC) ratio was 365% at year-end 2016.
RGA uses affiliated captive reinsurers primarily to manage the
excess statutory reserves associated with its term-life book of
business. Fitch views RGA's above-average reliance on captive
reinsurance as a unique risk. New NAIC requirements regarding the
use of captive reinsurers have been introduced that will allow
RGA's current captive arrangements to remain in place but will
place limitations on its ability to utilize captives to finance
reserve growth related to future business.
Fitch views RGA's run-rate profitability as very strong and in line
with rating expectations. The company reported operating income of
$633 million for 2016, up 11.6% from 2015. The improvement in 2016
results was primarily due to an increase in investment-related
gains, higher investment income and improved mortality experience
in the U.S. operations. Fitch anticipates competitive challenges in
the company's core U.S. traditional business, higher mortality and
morbidity in select non-U.S. markets, ongoing low interest rates,
and the impact of weak foreign currencies will constrain profits
over the medium term.
Fitch has noted an increase in earnings volatility due to changes
in RGA's operating profile. RGA's ratings consider the company's
historical focus on traditional individual life mortality risk in
the U.S. and Canada, where results have been relatively stable. The
ratings also recognize that RGA's other business, including
long-term care, longevity risk and group life and health, account
for an increasing proportion of earnings. While individual
mortality experience is still the dominant driver of operating
earnings in the U.S. traditional segment, Fitch expects the trend
towards potentially riskier financial solutions to continue.
Fitch believes RGA's liquidity at the holding company level is
strong. The holding company has committed to maintain cash and
liquid assets of approximately $300 million. At year-end 2016, the
holding company had $1.4 billion in cash and invested assets, or 9x
projected 2017 interest expense. The next material upcoming debt
maturity is in 2019.
RATING SENSITIVITIES
Key rating triggers that could result in a downgrade include:
-- A decline in GAAP earnings as evidenced by deterioration in
GAAP interest coverage to below 6x;
-- RBC of RGA Reinsurance drops below 300% on a sustained basis;
-- GAAP asset leverage of 12x or higher.
Key rating triggers that could result in an upgrade include:
-- RBC of RGA Reinsurance of 400% or more on a sustained basis;
-- Financial leverage maintained in the 28% range;
-- GAAP interest coverage of 9x or more;
-- GAAP asset leverage below 10x.
Key rating triggers that could result in widened notching between
the holding company and IFS rating include:
-- Holding company financial leverage maintained above 35%.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings with a Stable Outlook:
Reinsurance Group of America, Inc.
-- Long-Term IDR at 'BBB+';
-- $400 million 6.45% senior notes due Nov. 15, 2019 at 'BBB';
-- $400 million 5.00% senior notes due June 1, 2021 at 'BBB';
-- $400 million 4.70% senior notes due in 2023 at 'BBB';
-- $400 million 3.95% senior notes due Sept. 15, 2026 at 'BBB';
-- $400 million 6.20% subordinated debt due 2042 at 'BB+';
-- $400 million 5.75% fixed to floating subordinated debentures
due June 15, 2056 at 'BB+';
-- $400 million variable-rate junior subordinated debentures due
Dec. 15, 2065 at 'BB'.
RGA Reinsurance Company
-- IFS at 'A'.
REVOLUTION ALUMINUM: Committee Opposes Approval of Plan Outline
---------------------------------------------------------------
The official committee of unsecured creditors of Revolution
Aluminum Propco, LLC asked a U.S. bankruptcy court to deny the
company's disclosure statement, saying it does not provide
"adequate information" to creditors.
In a filing with the U.S. Bankruptcy Court for the Western District
of Louisiana, the committee cited the lack of information regarding
the circumstances that led to the filing of Revolution Aluminum's
bankruptcy case.
According to the committee, the company did not disclose its
failure to obtain financing to pay creditors that provided
short-term loans to purchase its property, and did not explain why
its attempts to get financing after its case was filed did not
materialize.
The disclosure statement does not also provide any valuation of
Revolution Aluminum's assets either on a quick liquidation or
long-term sale basis, according to the committee.
The committee also criticized the company's proposal to release all
preference claims without any explanation.
About Revolution Aluminum Propco
Revolution Aluminum Propco, LLC is a Louisiana company established
in 2015. It owns a real property comprised of approximately 1,400
acres in Pineville, Louisiana. The property, which is the Debtor's
sole asset, is an industrial park and the former site of a paper
mill.
The Debtor is 100% owned by its parent company, Revolution Aluminum
LLC, and is managed by Roger Boggs.
Ryan & Associates, Inc., Engineered Products, Inc., and Tina J.
Hertzel filed an involuntary Chapter 11 case (Bankr. W.D. La., Case
No. 16-81024) against the Debtor on Sept. 15, 2016. The court
entered an order officially placing the Debtor in bankruptcy on
Feb. 1, 2017.
The petitioning creditors are represented by Bradley L. Drell,
Esq., at Gold, Weems, Bruser, Sues & Rundell.
Steffes, Vingiello & McKenzie, LLC serves as the Debtor's
bankruptcy counsel. The Debtor hired Beau Box Real Estate as real
estate broker and manager.
On March 16, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Gold Weems Bruser Sues & Rundell, APLC, as counsel.
No trustee or examiner has been appointed.
On May 2, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of liquidation.
ROLLOFFS HAWAII: Trustee Taps GMK as Valuation Consultant
---------------------------------------------------------
The Chapter 11 trustee for Rolloffs Hawaii, LLC seeks approval from
the U.S. Bankruptcy Court in Hawaii to hire a valuation
consultant.
Dane Field, the court-appointed trustee, proposes to hire GMK
Consulting LLC to consult with his legal counsel on matters related
to the valuation of the Debtor's assets. The firm will also
testify in court as an expert in the event its testimony is offered
at a later date.
Gary Kuba, principal of GMK, will charge an hourly fee of $300,
plus general excise tax for his services. His staff, if used, will
charge an hourly fee ranging from $185 to $250.
Mr. Kuba disclosed in a court filing that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gary M. Kuba
GMK Consulting LLC
1001 Bishop Street, Suite 2680
Honolulu, HI 96813
Phone: (808) 531-5512
Email: gkuba@gmkconsulting.com
About Rolloffs Hawaii, LLC
Rolloffs Hawaii, LLC, owns and operates a refuse collection and
trash disposal business in the State of Hawaii.
Rolloffs Hawaii filed a chapter 11 petition (Bankr D. Hawaii Case
No. 16-01294) on Dec. 9, 2016. In its petition, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Debtor tapped Jerrold K. Guben, Esq. and Jeffrey S. Flores,
Esq., at O'Connor Playdon & Guben LLP, as counsel; and Lincoln
International LLC as investment banker.
The court appointed Dane S. Field as the Chapter 11 trustee for the
Debtor on Jan. 17, 2017. The Chapter 11 trustee engaged Klevansky
Piper, LLP as counsel; KMH LLP as accounting and financial
consultant; Char Sakamoto Ishii Lum & Ching as special counsel; and
Elijahtech, LLC as IT consultant and support service provider.
RUSSELL INVESTMENTS: Fitch Affirms BB IDR & Retains Neg. Outlook
----------------------------------------------------------------
Fitch Ratings has completed a global peer review of nine
traditional investment managers (IMs). Based on this review, Fitch
has affirmed the following Long-Term Issuer Default Ratings (IDR):
-- Aberdeen Asset Management PLC (AAM) at 'A';
-- Amundi Group at 'A+' (AMU);
-- Azimut Holding S.p.A. (AZI) at 'BBB';
-- FMR LLC (FMR) at 'A+';
-- Invesco Ltd. (IVZ) at 'A-';
-- Janus Henderson Group plc (JHG) at 'BBB';
-- Man Strategic Holdings Limited (MAN) at 'BBB+'.
-- Russell Investments (Russell) at 'BB';
-- Schroders Plc (Schroders) at 'A+';
Rating Outlooks were revised:
-- The Outlook on IVZ was revised to Stable from Positive;
-- The Outlook on JHG was maintained at Positive;
-- The Outlook on Russell was maintained at Negative;
-- The Outlooks for the remaining traditional IMs are Stable.
The rationale for rating actions includes both peer-group and
company-specific considerations with the latter outlined in
company-specific rating action commentaries also published and
available on Fitch's website.
Rating drivers shared by the peer group include (to varying
degrees) well-established and increasingly diversified franchises
leading to scale and in some cases a degree of pricing power,
adequate asset performance in a still challenging operating
environment, broadly stable profitability despite margin and flow
pressure from competition, most notably from passive strategies,
increasing regulatory costs, and relatively strong cash flow
leverage metrics, which remain below the peer group's long-term
average.
INCREASED COMPETITIVE PRESSURES DRIVE INDUSTRY CONSOLIDATION
The underlying shift in investor preference toward passive
investment management strategies continues to put significant
competitive pressures on the active investment management industry,
resulting in weaker client AUM flows (particularly in equities),
fee compression and competition for distribution. Passive
strategies garner significantly lower fees and delivered better
results in recent years, as only about 17% of active equity
strategies in the U.S. were able to outperform their commercial
benchmarks over a 15-year horizon, according to the data by the
Center for Research in Security Prices, University of Chicago.
These pressures, together with increasing regulatory costs, have
been drivers of increased merger and acquisition (M&A) activity
among mid-tier active IMs.
The recently formed JHG and announced merger between AAM and
Standard Life are two examples of this trend. The acquisition of
Pioneer Investments, a UniCredit S.p.A. subsidiary, by AMU also
demonstrates industry consolidation, although the primary
motivation for the transaction was the capital-raising needs of the
seller. The acquisition of Source UK Services Limited (Source), an
independent ETF provider, by IVZ reflects the firm's effort to
improve its strategic positioning in the passive management space.
While these M&A transactions help managers build scale, Fitch
believes they also come with integration and execution risks, and
are not likely to benefit client flows without strong relative
investment performance.
EVOLVING REGULATORY LANDSCAPE
With new administrations taking office in the U.S. and France and
the uncertain impact of Brexit in the U.K., there is a chance for
diverging regulatory paths in the investment management industry,
which creates uncertainty and compliance risks for the majority of
global IMs. Historically, compared to their bank counterparts,
traditional IMs have experienced less direct regulation. However,
broader market regulation globally has led to increased
disclosure/reporting requirements, scrutiny over pricing structures
and requirements to adhere to clients' best-interest principles.
The Dept. of Labor's (DOL) fiduciary (conflict of interest) rule in
the U.S., which was originally scheduled to take effect on April
10, 2017, requires financial advisers to act in accordance with
their clients' best interests. According to an announcement by the
U.S. Secretary of Labor in May 2017, the requirement for partial
compliance with the DOL rule is unlikely to be delayed beyond a
June 9, 2017 implementation date, although there is a possibility
for changes to be introduced. If the rule is implemented in its
original form, Fitch believes it could further pressure fees on
actively managed products and/or contribute to further growth of
passive investment products, given the low-cost nature of the
product, which tends to align with the DOL intention. That said, a
portion of this impact has likely already been felt in the industry
as most firms have made preparations to comply with the rule, given
the uncertain implementation date.
In Europe, some traditional IMs are subject to capital requirements
under the EU's Capital Requirement Directive IV (CRD IV). In
addition, regulators in the U.K. and the EU have expressed concerns
about effective competition in the fund management industry, fund
pricing structures and fee transparency. Under the Markets in
Financial Instruments Directive (MIFID II), IMs will be required to
improve disclosures of costs and charges in pricing documents,
including the payments funds make to IMs for research. As a result,
some IMs decided to partially or fully absorb research payments
through their own income statements.
STRONG MARKETS UNDERPIN AUM GROWTH, CLIENT FLOWS CHALLENGED
A recovery in the global equity markets that started in 3Q16
supported AUM growth at rated institutions. For UK IMs, the sharp
devaluation of the British pound also led to an increase in
reported AUM. However, valuations being at all-time highs and
rising interest rates in the U.S. expose AUM balances to a
potential market correction.
Additionally, despite strong longer-term investment performance,
client flows remain challenged by weaker short-term results and
competitive pressures from passive allocation. Further evidence
that the recent shift of investor capital into passively managed
strategies is more secular than cyclical may have negative rating
implications or limit the potential upside for some of the rated
IMs, particularly for those more exposed to U.S. equities, where
that trend is more prevalent.
MARGINS STAND STRONG, SUPPORTED BY FLEXIBLE COST BASES
Traditional IMs have continued to generate strong operating margins
despite increasing compliance costs and fee pressure from investor
allocation to passively managed products, due to their scale, focus
on growing AUM in the higher-yielding retail channel, and fairly
variable cost structures. Average EBITDA margins for investment
grade-rated traditional IMs ranged from 25%-51% for the peer group.
Many firms have launched cost savings measures to improve operating
efficiency to better withstand the environmental headwinds.
Entities involved in M&A activity have the potential to realize
cost-synergies and scale benefits, which should mitigate fee and
flow pressure on margins.
LIMITED USE OF LEVERAGE
Debt usage has remained relatively modest for investment
grade-rated traditional IMs and, in some instances, debt net of
balance sheet cash is negative. Recent acquisitions have been
funded by capital raises and existing cash reserves, with debt
funding being moderate. Cash flow leverage levels, defined as gross
debt to EBITDA, ranged between 0.3x and 1.3x for investment
grade-rated entities, which was largely stable year-on-year.
Performance turbulence may inflate cash leverage metrics, although
Fitch does not expect modest leverage growth to impact ratings at
this time. Positively, interest coverage metrics remains sound
across the board, and the majority of sector borrowings are at
fixed rates.
RYCKMAN CREEK: Fourth Amended Disclosure Statement Filed
--------------------------------------------------------
Ryckman Creek Resources, LLC filed with the U.S. Bankruptcy Court
for the District of Delaware its latest disclosure statement, which
explains the company's proposed plan to exit Chapter 11
protection.
According to the filing, the latest plan contemplates the
reorganization of Ryckman and its affiliates through either the
sale of all of the common equity in the reorganized companies to
the winning bidder; or a standalone reorganization, including:
(i) the cancellation of common and preferred equity interests
in the companies;
(ii) the restructuring of the obligations under the companies'
pre-bankruptcy secured credit facility into preferred and
common equity;
(iii) an exit facility with an aggregate commitment amount of
approximately $113 million to be provided in part by exit
lenders;
(iv) a rights offering to fund the remaining portion of the
exit facility; and
(v) providing unsecured creditors with the option to elect
either a partial cash recovery, or certain value-sharing
rights and certain new equity interests contributed by
one of the pre-bankruptcy lenders.
Following consummation of the plan, the companies' balance sheet
will be deleveraged by more than $285 million. At emergence, the
companies anticipate that they will have liquidity of approximately
$47 million from a combination of cash on hand and availability
under the exit facility, according to the disclosure statement
filed on May 25.
A copy of the fourth amended disclosure statement is available for
free at https://is.gd/ZMMkeN
About Ryckman Creek Resources
Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged
in the acquisition, development, marketing, and operation of a
Natural gas storage facility known as the Ryckman Creek Facility.
The Ryckman Creek Facility is a depleted crude oil and natural gas
reservoir located in Uinta County, Wyoming. The company began
development of the reservoir into a natural gas storage facility in
2011. The Ryckman Creek Facility began commercial operations in
late 2012 and received injections of customer gas and gas purchased
by the company. The company and its affiliated debtors have
approximately 35 employees.
Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
16-10292) on Feb. 2, 2016. The petitions were signed by Robert
Foss as chief executive officer. Kevin J. Carey has been assigned
the case.
The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, AP Services, LLC, as management provider, Evercore Group
LLC as investment banker, and Kurtzman Carson Consultants LLC as
claims and noticing agent.
On April 11, 2016, Ryckman Creek Resources disclosed total assets
of more than $205 million and total debt of more than $391.2
million.
On Feb. 12, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Attorneys for the
committee are Greenberg Traurig, LLP's Dennis A. Meloro, Esq.,
David B. Kurzweil, Esq., and Shari L. Heyen, Esq. The committee
retained Alvarez & Marsal, LLC, as financial advisor.
S&H AUTO: Latest Plan Sets Aside $51,400 to Pay Creditors
---------------------------------------------------------
S&H Auto Repair Corp. will set aside $51,400 to pay the claims of
its creditors, according to the company's latest plan to exit
Chapter 11 protection.
According to the latest plan, S&H will get the funds to pay
pre-bankruptcy creditors from its operating profits, and will set
aside $700 per month for a period of 72 months.
On month 72 of the plan, equity owners will contribute new value in
the amount of $1,000, resulting in total payments of $51,400.
These equity owners will get nothing until all payments under the
plan are completed, according to S&H's latest disclosure statement
filed on May 25 with the U.S. Bankruptcy Court in Maryland.
A copy of the amended disclosure statement is available for free at
https://is.gd/OXpmDg
About S&H Auto Repair Corp.
S&H Auto Repair Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-19613) on July 18, 2016.
On August 3, 2016, a separate Chapter 11 petition was filed by the
Debtor (Bankr. D. Md. Case No. 16-20406). On August 11, 2016,
Judge Wendelin I. Lipp dismissed the case at the Debtor's request.
A final decree closing the case was entered on November 23, 2016.
David W. Kestner, Esq., represents the Debtor as bankruptcy
counsel.
No official committee of unsecured creditors has been appointed in
the case.
On March 31, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
SEASONS PARTNERS: Disclosures Hearing Set for June 19
-----------------------------------------------------
Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona has scheduled a hearing on June 21, 2017, at
1:30 p.m. to consider approval Seasons Partners LLC's disclosure
statement for its plan of reorganization, dated May 30, 2017.
June 19, 2017, is fixed as the last day for filing and serving a
written objection to the disclosure statement. Pro Forma
projections will be filed by the Debtor on June 20, 2017.
About Seasons Partners LLC
Seasons Partners LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01746) on Feb. 27,
2017. The petition was signed by Christian Pezzuto, manager of
Seasons Wetmore LLC.
At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.
The case is assigned to Judge Brenda Moody Whinery. Gerald K.
Smith and John C. Smith Law Offices, PLLC, serve as the Debtor's
legal counsel. The Debtor hired Christopher Linscott as its
accountant, and Steven Cole as its appraiser.
No official committee of unsecured creditors has been appointed in
the case.
SHADRACH MESCHACH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shadrach, Meshach & Abednego, Inc.
f/k/a Victory Sweepers, Inc.
9584 Madison Boulevard
Madison, AL 35758
Business Description: Formerly known as Victory Sweepers, Inc.,
the company is an industrial vacuum
equipment supplier in Madison, Alabama.
Founded in 2006 by Mark Schwarze, the
company is primarily in the sweeper
manufacturing business. Its first product,
introduced in 2007, was a twin-engine
parking area sweeper dubbed the 'Mark II.'
Chapter 11 Petition Date: June 9, 2017
Case No.: 17-81731
Court: United States Bankruptcy Court
Northern District of Alabama (Decatur)
Judge: Hon. Clifton R. Jessup Jr.
Debtor's Counsel: Kevin D. Heard, Esq.
Angela S. Ary, Esq.
HEARD, ARY & DAURO, LLC
303 Williams Avenue SW
Park Plaza Suite 921
Huntsville, AL 35801
Tel: (256) 535-0817
Fax: (256) 535-0818
E-mail: kheard@heardlaw.com
aary@heardlaw.com
adauro@heardlaw.com
Total Assets: $984,170
Total Liabilities: $3.64 million
The petition was signed by Mark R. Schwarze, president.
The Debtor's list of 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/alnb17-81731.pdf
SPANISH BROADCASTING: Egan-Jones Cuts Sr. Unsecured Ratings to C
----------------------------------------------------------------
Egan-Jones Ratings, on May 26, 2017, lowered the local currency and
foreign currency senior unsecured ratings on debt issued by Spanish
Broadcasting System Inc. to C from CCC-.
Spanish Broadcasting System, Inc. is one of the largest owners and
operators of radio stations in the United States. SBS owns and
operates 17 radio stations located in the top U.S. Hispanic markets
of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Spanish Tropical, Regional Mexican, Spanish Adult
Contemporary, Top 40 and Latin Rhythmic format genres.
SPIN HOLDCO: Moody's Rates New Incremental 1st Lien Loan 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Spin Holdco Inc.'s
proposed $1,566 million first lien term loan and proposed $120
million revolving credit facility. Spin's existing first lien
credit agreement is being amended and extended such that $77
million of incremental first lien debt is being added to the first
lien term loan and the maturities of the term loan and revolver are
being extended to 2022 and 2021, respectively. Spin will also
extend its $210 million privately placed second lien term (not
rated) loan until May 2023. The proposed $77 million incremental
first lien term loan will be used for the acquisition of an in-unit
washer/dryer residential rental business and for transaction
costs.
The following is a summary of Moody's ratings and rating actions
taken for Spin:
- Proposed $1,566 million first lien term loan due November 2022,
assigned B2 (LGD3)
- $120 million revolving credit facility due November 2021,
assigned B2 (LGD3)
RATINGS RATIONALE
Moody's views the proposed $77 million incremental first lien term
loan and the associated amendment and extension of its first lien
term loan as credit neutral. Although the company's debt leverage
will increase slightly (above 5.5x) with this transaction, it will
remain in line its rating category. Moody's expects Spin to
continue steadily deleveraging during the next 12 to 18 months as
the company benefits from an expanded revenue base. Moody's expects
Spin to have sales growth within the single low-to-mid range by FYE
2017.
The stable outlook is based upon Moody's expectations that Spin
will be able to generate sufficient cash from operations to fund
basic cash requirements and expenditures while maintaining its
credit metrics within the B2 category during the next 12 to 18
months.
WHAT COULD CHANGE RATINGS UP/DOWN
Spin could be upgraded if its credit metrics improve to these
levels:
- Adjusted debt-to-EBITDA maintained below 5.0x.
- Interest coverage (measured as EBITA-to-interest expense)
sustained above 1.75x.
Spin could downgraded if adjusted credit metrics weaken to these
levels:
- Adjusted debt-to-EBITDA increases above 6.5x.
- Interest coverage (measured as EBITA-to-interest expense)
declines below 1.0x.
- A deterioration in the liquidity profile
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
CORPORATE PROFILE
Headquartered in Plainview, New York, Spin Holdco, Inc., ("Spin")
is a wholly owned subsidiary of CSC ServiceWorks, Inc. Spin is one
of the largest providers of outsourced laundry services for
multi-family housing properties in North America. It also acts as
an air services provider of tire inflation and vacuum machines.
Pamplona Capital owns approximately 60% of CSC ServiceWorks equity
and The Ontario Teacher's Pension Plan holds approximately 30% of
equity. In 2016, Spin had revenues of $1,159 million and Moody's
adjusted EBITDA of $313 million. All Moody's calculations include
Moody's standard adjustments.
SPIN HOLDCO: S&P Affirms B CCR & Rates New $1.686BB 1st Lien Debt B
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating and
revised its rating outlook on Plainview, NY.-based Spin Holdco Inc.
(doing business as CSC ServiceWorks) to stable from negative.
Spin Holdco Inc. is seeking to refinance its senior secured credit
facilities and raise incremental first-lien term loan to fund an
acquisition. The transaction is leveraged neutral. S&P expects
Spin to have sufficient financial covenant cushion, in the
double-digit percentage area, under the proposed financial
covenants.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $1.686 billion senior
secured first-lien debt, which includes a $120 million revolving
credit facility due 2021 and a $1.566 billion first-lien term loan
due 2022. The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a payment default.
S&P's ratings assume the transaction will close on substantially
the terms presented to S&P. S&P will withdraw its ratings on the
existing senior secured first-lien debt once the transaction closes
and the debt is repaid. Pro forma for the transaction, S&P
estimates total reported debt outstanding of about $1.8 billion.
"The outlook revision reflects Spin's stabilizing operating
performance, improved free cash flow, modestly better but still
highly leveraged credit metrics, and adequate covenant cushion,
along with our expectation for gradually improving operating
performance over the next 12 months due the company's more
effective pricing and cost management," said S&P Global Ratings
credit analyst Katherine Heng. Spin's operating performance has
stabilized in recent quarters and its credit ratios modestly
improved to the mid-6x area from close to 7x as of fiscal year
ended March 31, 2016. Free cash flow also improved and returned to
positive territory. S&P expects the company will modestly
strengthen its credit ratios through a combination of EBITDA growth
and debt payment, such that debt to EBITDA declines to the low-6x
area by the end of fiscal 2018. S&P forecasts that the company
will maintain covenant cushion in the double-digit percentage area
under the proposed financial covenants.
The stable outlook reflects S&P's expectation that the company will
generate positive free cash flow of $20 million to
$40 million, maintain adequate financial covenant cushion, and
modestly strengthen its credit ratios through a combination of
EBITDA growth and debt payment such that debt to EBITDA declines to
the low-6x area by the end of fiscal 2018.
SQUARE ONE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
Square One Winter Park, LLC 17-03843
704 W Bay Street
Tampa, FL 33606
Square One Development, LLC 17-03846
704 W Bay Street
Tampa, FL 33606
Square One Tamiami, LLC 17-03847
Square One University, LLC 17-03848
Square One Fort Myers, LLC 17-03849
Square One Tampa Bay, LLC 17-03850
Square One Henderson, LLC 17-03851
Square One Brandon, LLC 17-03852
Square One Tyrone, LLC 17-03853
Square One The Villages, LLC 17-03855
Square One Gainesville, LLC 17-03856
Square One Burgers Prop Co, LLC 17-03857
Square One Lakeland, LLC 17-03858
Business Description: The Debtors own restaurants in Tampa, FL.
Chapter 11 Petition Date: June 9, 2017
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtors' Counsel: R Scott Shuker, Esq.
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
Post Office Box 3353
Orlando, FL 32802
Tel: (407) 481-5800
Fax: (407) 481-5801
E-mail: bknotice@lseblaw.com
Square One Winter's
Estimated Assets: $1 million to $10 million
Square One Winter's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by William Milner, manager.
Square One Winter's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb17-03843.pdf
Square One Development's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb17-03846.pdf
SQUARETWO FINANCIAL: Says Creditors Overwhelmingly Back Plan
------------------------------------------------------------
SquareTwo Financial Services Corporation, et al., filed with the
U.S. Bankruptcy Court for the Southern District of New York a
memorandum law in support of order approving prepetition
solicitation procedures, adequacy of disclosure statement, and
confirming joint prepackaged Chapter 11 plan.
The Debtors say that their Plan has been overwhelmingly supported
by all parties entitled to receive a distribution under the Plan in
accordance with applicable law. If the Plan is confirmed and
consummated, the Debtors will receive a new money investment from
the Plan Investor of approximately $252,100,000 in exchange for
transferring 100% of the equity interests in Reorganized CACH,
Reorganized CACV of Colorado, and Reorganized SquareTwo Financial
Canada Corporation to the Plan Investor on the Effective Date and
the assumption by the Plan Investor of all Canadian Claims and
certain assumed U.S. liabilities. As demonstrated by their entry
into the RSA, the Debtors and the Consenting Lenders believe that
the restructuring transaction proposed under the Plan and the
related Plan Funding Agreement represents the highest and best
offer for the Debtors' business and will yield the greatest
recovery to creditors.
The restructuring transactions reflected in the Plan and related
agreements are the result of an extensive prepetition marketing
process that lasted for a period of more than six months and
involved, among other things, (a) the Debtors' financial advisor
contacting more than 30 potential acquiring parties, distributing
confidential information memoranda to 27 parties that expressed an
interest in acquiring all or a portion of the Debtors' business or
assets, (b) potential acquirors conducting due diligence, including
meetings with management, and (c) entry into highly competitive
final rounds of bidding and negotiating documentation with two
bidders. Ultimately, the Debtors determined that the most
value-maximizing approach was to proceed with the new money
investment from the Plan Investor through a Chapter 11
restructuring and Canadian recognition proceeding.
Following solicitation of the Plan, the Debtors' First Lien
Lenders, 1.25 Lien Lenders, and 1.5 Lien Lenders -- the only
impaired Classes entitled to vote -- overwhelmingly voted in favor
of the Plan. While the Debtors have received certain objections to
the Plan, the majority of objections have been consensually
resolved, including a global settlement having been reached with
the Creditors' Committee. The remaining objections are not to the
substance of the proposed restructuring transactions underlying the
Plan and related documents, but rather, are limited in scope.
The remaining unresolved objections have been proffered by
governmental units with no economic stake in the outcome, and
include the U.S. Trustee, the U.S. Securities and Exchange
Commission, the Administrator of the Colorado Consumer Credit Code,
and the State of Oregon. These objectors oppose Plan provisions
crafted to provide certainty and predictability to officers and
directors in the form of limited third-party releases.
The objections are rooted in nothing more than speculative claims,
and not one objector has alleged the existence of actual claims
against the Debtors' current directors and officers for actions
related to the period prior to the Debtors' recapitalization in May
2016 (which is the period to which releases are limited).
The Debtors have reached a global settlement agreement with the
Creditors' Committee, holders of the 1.25 Lien Lender Claims and
certain holders of the 1.5 Lien Lender Claims. The settlement
fairly and equitably resolves the Creditors' Committee's potential
objections to the Plan and allows confirmation of the Plan to
proceed in a timeframe required by the RSA. The Settlement
Agreement eliminates the continued cost and potential delay
associated with expensive discovery and related litigation in
connection with, among other things, confirmation of the Plan,
while also providing an opportunity for holders of U.S. General
Unsecured Claims and Second Lien Claims to participate in
distributions from a creditor distribution trust, which trust is
being funded by the holders of 1.25 Lien Lender Claims outside of
the Plan. The Debtors are seeking approval of the Settlement
Agreement pursuant to separate motion that is scheduled to be heard
at the Confirmation Hearing.
Confirmation of the Plan will allow the Debtors to restructure
their business in a manner that enhances the financial viability of
those Debtors that will be owned post-emergence by the Plan
Investor while ultimately winding down the Dissolving Debtors in
an efficient and orderly fashion. The Plan achieves not only these
goals, but one of the central purposes of Chapter 11: to maximize
the value of the Debtors' business for the benefit of as many of
their stakeholders as possible under the circumstances.
About SquareTwo Financial
SquareTwo Financial Services Corporation and its affiliates
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. Lead Case No. 17-10659) on March 19, 2017. The petitions
were signed by J.B. Richardson, Jr., authorized signatory.
The Debtors are represented by Willkie Farr & Gallagher LLP in New
York. Their CCAA Counsel is Thornton Grout Finnigan LLP in
Toronto, Ontario.
The Debtors' restructuring advisor is Alixpartners, LLP while their
investment bankers are Keefe, Bruyette & Woods, Inc., and Miller
Buckfire & Co. Gavin/Solmonese LLC has been tapped as financial
advisor. 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.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Arent Fox LLP as its legal counsel.
STEWART DUDLEY: Magnify Seeks Closing of $255K Sale of Condo Unit
-----------------------------------------------------------------
Magnify Industries, LLC, creditor of Stewart Ray Dudley, filed with
the U.S. Bankruptcy Court for the Northern District of Alabama an
emergency motion to approve the closing of the sale of a
condominium unit 2125 in Emerald Beach Resort, located at 14701
Front Beach Rd., Panama City, Bay County, Florida, Property Tax ID
#4000-300-223, to Michael and Carlee Weeks for $255,000.
On April 17, 2017, Magnify received from its listing agent, Mark
Cowart of Counts Real Estate Group, an offer from the Purchaser to
purchase Unit 2125. After the conclusion of negotiations related
to the purchase price, the Contract was executed on May 5, 2017.
Said Contract is for the sale of the two-bedroom, two-bath, 1,299
square foot unit for $255,000 on an "as is" basis. All
contingencies have been cleared and the Contract is now ready to be
closed.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Stewart_Dudley_331_Sales.pdf
At the hearing on May 22, 2017 the Court directed that all
prospective sales of condominium units owned by Magnify should be
presented to the Court for consideration and approval. At that
hearing, the counsel for Magnify advised the Court that two units,
including Unit 2125, were currently under contract.
The Purchaser has no connection to or relationship with the Debtor
or Magnify. Mr. Cowart, an experienced realtor in the Panama City,
Florida real estate market who is familiar with unit 2125,
negotiated the sale price and encouraged Magnify to accept the
contract in its final form.
The proposed price represents $196.30 per square foot, which is
within the parameters of testimony previously offered to the Court
as a reasonable price for condominiums in the Emerald Beach
Resort.
Should Magnify fail to proceed with closing of the unit this week,
it would face potential exposure for breach of the sales contract.
The net cash after paying the amounts required for closing will be
placed in the escrow account at Engel, Hairston & Johanson P.C.
About Stewart Ray Dudley
Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala.
Case No. 16-01842) on May 5, 2016, and is represented by R. Scott
Williams, Esq. from Rumberger, Kirk & Caldwell, P.C.
In January 2017, Buffalo Rock Company and James C. Lee, III,
creditors of Stewart Ray Dudley, filed a motion for order directing
the appointment of Peter W. Colmer as Chapter 11 Trustee for the
Debtor's bankruptcy estate. They claimed that continuously acting
against the best interest of his estate, the Debtor caused numerous
assets to be transferred to Magnify Industries, LLC, including an
automobile collection previously valued at over $5,500,000; 100% of
his interest of an updated warehouse and event space commonly
referred to as Old Car Heaven previously valued at over $1,534,000;
and 17 beach front condominiums.
Buffalo Rock is represented by Burr & Forman LLP. James C. Lee,
III, is represented by Bradley Arant Boult Cummings LLP.
STILLWATER MINING: S&P Affirms Then Withdraws 'B+' CCR
------------------------------------------------------
S&P Global Ratings said it has affirmed its 'B+' corporate credit
rating on Stillwater Mining Co. following a final evaluation of the
company's credit profile. The outlook is stable. S&P subsequently
withdrew its corporate credit and issue-level ratings on Stillwater
at the company's request.
Following its acquisition by Sibanye Gold Ltd., Stillwater
requested that S&P withdraw all the ratings on the company. S&P
affirmed the ratings and subsequently withdrew them.
SUNNYSIDE PROPERTIES: Winchester, Va. Mall Up for June 23 Auction
-----------------------------------------------------------------
The Sunnyside Plaza Shopping Center in Winchester, Virginia, is
being sold at public auction at the front entrance of the Frederick
County Circuit Court located at 5 N. Kent Street, Winchester,
Virginia 22601 on Friday, June 23, 2017, at 1:30 p.m.
Interested parties must submit an all cash bid. To participate in
the bidding for the Property, prospective buyers -- other than the
holder of the note secured by a Deed of Trust -- must submit a
$165,000 deposit, in cash or a certified or cashier's check payable
(or endorsed) to either of the Trustees, at the date of sale. The
balance of the Sales Price shall be paid in cash, wired funds or by
certified or cashier's check, at settlement, to be held no later
than 30 days after the Date of Sale at the office of the Trustees.
Subject to the requirements of Section 55-59.4 of the Code of
Virginia, 1950, as amended, the noteholder is entitled to apply any
of the debt secured by the Deed of Trust as a credit to the
successful bid for the Property.
David L. Lingerfelt, Esq., at Setliff & Holland; and Meredith L.
Yoder, Esq., at Parker Pollard Wilton & Peaden, P.C., are
overseeing the sale. They are substitute trustees under a Deed of
Trust and Security Agreement from Sunnyside Properties, LLC, a
Virginia limited liability company, as Borrower, dated as of
February 18, 2005.
The notice of auction did not identify the noteholder or the amount
of debt.
The sale will include the land located in Frederick County,
Virginia, and all improvements thereon, including the shopping
center building and one separate building located thereon, and all
other rights, easements and appurtenances benefiting and\or
burdening the Property.
According to the notice, to those who provided the Deposit to the
Substitute Trustees but were not the successful bidder, the
Substitute Trustees will return such deposit promptly after
completion of the bidding. The Substitute Trustees reserve the
unilateral right, among other rights reserved to the Substitute
Trustees as provided in a Memorandum of Sale and Deposit Receipt
(the "Memo of Sale") further described below, to waive the Deposit
required to participate in the auction as to any registered bidder
or to cancel the sale at any time.
All closing costs, other than preparation of the deed (which shall
be paid out of the proceeds of sale), shall be borne by the
successful bidder, including the grantor's tax on the deed (unless
the Noteholder is the successful bidder). Real estate taxes shall
be prorated to the Date of Sale and the successful bidder will also
be obligated to add to its successful bid amount any real estate
taxes and storm water fees, if any, that have been paid for any
period from and after the Date of Sale. The Land and Improvements
shall be conveyed by special warranty deed and the Personal
Property shall be conveyed by bill of sale, without warranty. The
risk of loss or damage to the Property by condemnation, fire or
other casualty shall be borne by the successful bidder from the
acceptance of the Deposit on the Date of Sale. Delivery of physical
possession of the Property will not be performed by the Substitute
Trustees but will be the responsibility of the successful bidder.
The successful bidder will be deemed to have accepted (and required
to execute) a Memo of Sale concerning the purchase of the Property,
a copy of which will be made available for review upon request to
the information contact person below or immediately before
announcing the sale of the Property on the Date of Sale. Bidders
should be sure to request and review a copy of the Memo of Sale
which contains additional terms and conditions of the sale and
important disclaimers, which terms, conditions and disclaimers are
incorporated into this Advertisement as if fully set forth herein.
The Substitute Trustees may be reached at:
David L. Lingerfelt, Esq.
Substitute Trustees
c/o Setliff & Holland
4940 Dominion Boulevard
Glen Allen, VA 23060
Telephone: 804-377-1277
- and -
Meredith L. Yoder, Esq.
Substitute Trustee
c/o Parker Pollard Wilton & Peaden, P.C.
6802 Paragon Place, Suite 300
Richmond, Virginia 23230
Telephone: 804-261-7309
For information contact:
Matthew P. Rash, Esq.
McGuireWoods LLP
800 East Canal Street
Richmond, VA 23219
Telephone: (804) 775-4300
E-mail: mrash@mcguirewoods.com
SURGERY PARTNERS: S&P Affirms 'B' CCR & Rates Unit's New Debt 'B'
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Surgery Partners Inc. The outlook is stable.
At the same time, S&P assigned a 'B' issue-level rating to
operating subsidiary Surgery Center Holdings Inc.'s' proposed
$1.290 billion term loan B and $75 million revolver. The recovery
rating on this debt is '3', indicating S&P's expectations of
meaningful (50%-70%; rounded estimate: 65%) recovery in a default
scenario.
S&P also assigned a 'CCC+' issue level rating to Surgery Center's
proposed $335 million senior unsecured notes due 2025. The
recovery rating on this debt is '6', indicating S&P's expectation
of negligible (0%-10%; rounded estimate: 0%) recovery in a default
scenario.
"The rating affirmation reflects our assessment of Surgery
Partners' business risk profile, which is not affected by the
pending acquisition," said S&P Global Ratings credit analyst
Matthew L O'Neill.
The stable outlook reflects S&P's expectation that post-transaction
the company will continue to generate 7%-9% revenue growth, sustain
EBITDA margins around 16%-17% and generate more than $30 million of
discretionary cash flow through 2019.
S&P could lower the rating if Surgery Partners experiences about a
100 basis points in margin decline, most likely as a result of
difficulty integrating the NSH acquisition or reimbursement
declines that cannot be offset by cost cutting. Under this
scenario, S&P would expect operating cash flow to decline to under
$10 million per year.
An upgrade is very unlikely given the company's high leverage and
would require the company to establish a more conservative
financial policy such that it could sustain leverage below 5x.
SWITCH LTD: Moody's Assigns First-Time B1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has assigned a first-time B1 corporate
family rating ("CFR") and a B1-PD probability of default rating
("PD") to Switch, Ltd. Moody's has also assigned a B1 (LGD3) rating
to the company's proposed $950 million senior secured 1st lien
credit facility which consists of a $500 million 7 year term loan
and a $450 million 5 year revolver. The proceeds from the secured
credit facility will be used to repay certain existing
indebtedness, fund a one-time distribution of up to $175 million,
fund capital expenditures and general corporate purposes, provide
ongoing working capital, and to pay transaction-related fees and
expenses.
Assignments:
Issuer: Switch, Ltd.
-- Probability of Default Rating, Assigned B1-PD
-- Corporate Family Rating, Assigned B1
-- Senior Secured Bank Credit Facility, Assigned B1 (LGD 3)
Outlook Actions:
Issuer: Switch, Ltd.
-- Outlook, Assigned Stable
RATINGS RATIONALE
Switch's B1 CFR reflects its strong growth profile and high margins
and the company's market position operating some of the world's
largest data centers providing retail colocation and
interconnection services. These factors are offset by the company's
small scale, moderately high leverage and negative free cash flow
resulting from the high capital intensity required to support
growth. Moody's expects Switch to have negative free cash flow for
at least the next two years due to the capital investments to
support growth. The rating is also supported by the company's
growing base of contracted recurring revenues, its patent protected
technology, innovative data center design concepts and value
proposition that differentiate itself from competitors, its strong
network footprint and the favorable near-term growth trends for
data center services across the world. In addition, the company has
a solid asset base relative to its debt load and owns the majority
of its assets, which should allow for significant operating
leverage as the business scales.
Moody's expects Switch to have leverage of around 4.6x (Moody's
adjusted) at year end 2017. Free cash flow will remain negative
during 2017 and 2018 due to high capital spending and Moody's
anticipates Switch will incur additional debt. Moody's expects
Switch to utilize its revolver or issue additional term loan debt
over the next 12 to 18 months, which will prevent leverage from
meaningfully declining. Moody's estimates that leverage will be
about 4.5x (Moody's adjusted) by year end 2018.
Moody's forecasts that Switch will maintain adequate liquidity over
the next twelve months. Following the transaction close, Switch is
expected to have about $200 million available from its $450 million
revolving credit facility. Moody's expects the company will rely on
its revolver to fund its growth strategy, and Moody's expects
capital spending will be over 80% of revenues and free cash flow
will remain negative for the next 12 months. However, Moody's notes
that if liquidity becomes strained, Switch can pull back on growth
capital spending and estimates that maintenance capex is less than
5% of revenues. The company also has a quarterly dividend and an
annual cash tax distribution that negatively impact free cash
flow.
The ratings for debt instruments reflect both the probability of
default of Switch, to which Moody's assigns a PDR of B1-PD, and
individual loss given default assessments. The senior secured first
lien credit facilities comprise most of the capital structure and
are rated B1 (LGD3), in line with the CFR.
The stable outlook reflects Moody's view that Switch will grow
revenue and EBITDA while maintaining adequate liquidity.
The B1 rating could be upgraded if leverage was sustained below
4.5x (Moody's adjusted) and free cash flow was positive, both on a
sustainable basis. The rating could be downgraded if liquidity
deteriorates or if leverage is sustained above 5.5x (Moody's
adjusted).
The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology published in June
2011.
Switch, Ltd. provides colocation space and related services to
global enterprises, financial companies, government agencies, and
others that conduct critical business on the internet. The company
operates 9 data centers as of June 2017.
SWORDS GROUP: Realwarden Buying Lebanon, Tenn. Property for $2.1M
-----------------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee will convene a hearing on Aug. 1,
2017, to consider Swords Group, LLC's sale of real property located
at 704 Briskin Lane, Lebanon, Tennessee, to Realwarden, LLC, or any
assignee for $2,100,000.
The objection deadline is June 29, 2017.
Since before the Petition Date, the Debtor has marketed its
properties, including the Property to be sold under the Motion. It
has filed a Chapter 11 plan that proposes to satisfy its primary
non-insider debt -- secured debt owed to Simmons Bank and property
tax debt owed on its real estate -- through the sale of real
property it owned. While awaiting a final hearing on its Plan, the
Debtor has located and secured a buyer on one of its properties.
On June 6, 2017, the Debtor and the Buyer signed the Agreement to
sell the Property, the closing of which is expressly subject to
approval by the Court.
The Debtor is the owner of the Property. The Property is subject
to a recorded security interest in favor of Simmons Bank, and the
Debtor owes back taxes on the Property to the Wilson County,
Tennessee Tax Assessor for 2014 through year-to-date 2017. Simmons
Bank filed a proof of claim in the case (Claim No. 2) in the amount
of $3,438,992. Its claim is also secured by other properties owned
by the Debtor, which Debtor is also marketing during the Chapter 11
proceeding. Wilson County filed a proof of claim in the case
(Claim No. 4), reflecting that the Debtor owed approximately
$38,092 in taxes with respect to the Property.
The Debtor understands that Simmons Bank is agreeable to the terms
and conditions of the sale of the Property. The Debtor has
discussed the sale with Simmons Bank, and believes that Simmons
Bank will consent to the sale of the Property on the conditions
proposed, provided that the lien of Simmons Bank will attach to the
proceeds of the sale.
The Debtor has determined in its business judgment that a sale of
the Property as set forth is in the best interest of creditors and
the estate. The offer is the highest and best offer for the
Property presented to the Debtor. The Debtor desires to sell the
Property under terms and conditions substantially similar to the
Contract for Purchase of Real Property and all amendments thereto.
The salient terms of the Agreement are:
a. Purchase Price: $2,100,000
b. Earnest Money: $25,000
c. Closing Date: Within 24 days of closing of the Inspection
Period
d. Inspection Period: 30 days from contract execution
e. Brokers' Commission: 5%, upon Court approval
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Swords_Group_162_Sales.pdf
The Buyer understands that the Court must approve the sale as a
condition to closing. The parties are ready to commence the
inspection period upon filing of the Motion.
Assuming total commissions of 5% split between Joe McKnight with
Chas. Hawkins Co., Inc. ("Broker"), the listing agent whose
employment has been approved by the Court; and Bo Fulk and Jim
Rodrigues of JLL, the Buyer's real estate brokers, the estate will
net an estimated recovery of approximately $1,995,000, which
amounts will enable the Debtor to satisfy outstanding property tax
debt on the Property and pay down a significant amount of the
secured debt owed to Simmons Bank.
The Debtor will satisfy the entire tax liability on the Property at
closing, leaving approximately $1,957,000 in remaining sale
proceeds, which amounts will be transferred to or paid directly to
Simmons Bank, thereby reducing the Bank's secured claim. Simmons
Bank would retain its liens on the other three properties still
owned by the Debtor's estate, as well as a lien on the sale
proceeds prior to payment to Simmons Bank.
The Debtor is in need of selling one or more of its properties in
the next few months. Its most viable financial path forward is
selling its properties to pay down its secured debt and pay off its
tax claims, and to thereby reduce the amount of any remaining
ongoing payment obligations to Simmons Bank. After the next three
months, the Debtor's ability to generate sufficient rents to pay
its current obligations is uncertain, at best.
The Property has been on the market for over a year. The Debtor
received periodic interest and numerous visits to the Property, but
only a few offers. It is Debtor's understanding that the Property
has an appraised fair market value of approximately $2.2 million,
but that such value does not take into account the recently
discovered geological issues. The Buyer's offer for the Property
matches the best offer that Debtor has received for the Property in
the past year and is anticipated to close quickly for the benefit
of its estate and creditors. The Debtor and its professionals
believe that the Buyer's offer is among the best offer that it
could reasonably expect for the Property. The Debtor is not aware
of any actual or potential higher or better offers.
Accordingly, the Debtor asks the entry of an order (i) authorizing
the sale of the Property free and clear of all liens, claims
interests and encumbrances in accordance with the procedures set
forth; and (ii) authorizing payments to Simmons Bank, Wilson
County, Tennessee, Broker and Rodrigues as broker for the Buyer.
The Purchaser can be reached at:
REALWARDEN, LLC
1432 Tyne Blvd.
Nashville, TN 37215
Telephone: (615) 418-7174
E-mail: hentrekin@wardencapital.com
About Swords Group
Swords Group, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 16-03837) on May 26,
2016. The petition was signed by Jerry Swords, president.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
The case is assigned to Judge Marian F. Harrison.
The Debtor is represented by Griffin S. Dunham, Esq., at Dunham
Hildebrand, PLLC.
No trustee or committee of unsecured creditors been appointed in
the Debtor's case.
* * *
On Sept. 16, 2016, the Debtor filed a plan of reorganization and
disclosure statement. The plan proposes to pay general unsecured
claims in full.
TENET HEALTHCARE: Fitch Rates $1.9 Billion 1st Lien Notes 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR2' rating to Tenet Healthcare
Corporation's $1.9 billion senior secured first-lien notes, and a
'B-/RR5' rating to each of Tenet's $1.4 billion senior secured
second-lien notes and $500 million senior unsecured notes issues.
Proceeds will be used to refinance existing debt and to pay related
fees and expenses. The Rating Outlook is Stable. The ratings apply
to $15.5 billion of debt outstanding at March 31, 2017.
KEY RATING DRIVERS
Tenet's 'B' Issuer Default Rating reflects:
Favorable Operating Profile: Tenet is among the largest for-profit
operators of acute care hospitals in the U.S., particularly
following the acquisition of a majority interest in United Surgical
Partners International (USPI) in 2015, a leading operator of
ambulatory surgery and imaging centers. The USPI transaction
improved Tenet's payor mix and boosted its position in more
profitable outpatient services. USPI also provides an offset to
Fitch's expectation for flat to declining inpatient hospital
volumes due to a secular shift toward lower-cost care.
Lingering High Leverage: Debt funding of the USPI transaction
prolonged the deleveraging horizon Fitch considered following
Tenet's 2013 acquisition of Vanguard Health Systems, Inc.
Deleveraging has been slow because it relies primarily on EBITDA
growth. Tenet's weak free-cash-flow (FCF) has limited the company's
ability to repay debt; at March 31, 2017 leverage was 7.3x.
FCF Persistently Weak: Improved profitability and lower cash
interest expense following the refinancing of high-cost debt are
contributing to slightly improving FCF (CFO less capital
expenditures and dividends to associates and minorities), but the
level remains weak, both on an absolute basis and compared with the
company's peer group. During 2016, Tenet issued $750 million of
second-lien notes and used the bulk of the proceeds to fund a $517
million litigation settlement. Without the payment, FCF would have
been about breakeven.
Uncertain Future of the Affordable Care Act (ACA): The American
Health Care Act (AHCA), a Republican-sponsored bill that recently
passed the House and is now being debated in the Senate, rolls back
the ACA's individual and employer mandates and reduces its enhanced
federal funding for Medicaid. This will pressure hospital
companies' margins unless offset by cost-saving measures or higher
reimbursement. Tenet's management has stated that the ACA has been
a headwind to earnings considering its associated cuts to Medicare
payments.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for Tenet include:
-- Top-line growth of about 1.1% 2017 and 1.9% in 2018; this
assumes low-single-digit organic growth in the hospital operations
segment and mid-single-digit organic growth in the Conifer Health
Solutions and ambulatory care segments, and that the recently
announced divestiture of Tenet's Houston area hospitals to HCA is
completed in 4Q17;
-- Operating EBITDA margin (Fitch's EBITDA calculation excludes
income from affiliates) of 12.1% in 2017 and expanding slightly
through the forecast period;
-- Tenet will spend about $1.3 billion to acquire the remaining
43.7% interest in the USPI joint venture through 2019, including
$711 million in 2017;
-- Capital expenditures of $734 million in 2017, and capital
intensity remaining below 4% through 2020;
-- FCF (CFO less capital expenditures and dividends to associates
and minorities) of about $300 million in 2017, and 2017-2020 FCF
margin of 1%-2%;
-- Total debt/EBITDA after dividends to associates and minorities
is 7.1x at the end of 2017 and declines to about 6.0x by 2020 due
to EBITDA growth and proceeds from hospital divestitures used to
repay debt.
RATING SENSITIVITIES
A reversal in positive trends could result in a negative rating
action, particularly if coupled with capital deployment that
requires additional debt funding. Specifically, gross debt/EBITDA
after associate and minority dividends durably above 7.0x coupled
with a cash flow deficit that requires incremental debt funding are
likely to cause a downgrade to 'B-'.
Maintenance of Tenet's 'B' Issuer Default Rating considers gross
debt/EBITDA after associate and minority dividends declining to
about 6.0x over the next several years as a result of growth in
EBITDA and some divestiture proceeds used for debt repayment.
Maintenance of the rating also considers that Tenet will make
continued slow progress in expanding operating and FCF margins. An
expectation of gross debt/EBITDA after associate and minority
dividends sustained near 5.5x and an FCF margin of 3%-4% could
result in an upgrade to 'B+'.
LIQUIDITY
At March 31, 2017, liquidity was provided by $572 million of cash
on hand and $998 million of availability on the $1 billion capacity
bank revolver. Fitch expects that proceeds from the new debt
issuances will be used to refinance all debt maturing in 2018 as
well as most of Tenet's 2019 maturities. Tenet's debt agreements do
not include financial maintenance covenants aside from a 1.5x
fixed-charge coverage ratio test in the bank agreement that is only
in effect during a liquidity event, defined as whenever available
asset-based lending (ABL) facility capacity is less than $100
million. LTM EBITDA/interest paid equals 2.3x.
FULL LIST OF RATING ACTIONS
Fitch rates Tenet:
Tenet Healthcare Corp.
-- Long-term IDR 'B';
-- Senior secured ABL facility 'BB/RR1';
-- Senior secured first-lien notes 'BB-/RR2';
-- Senior secured second-lien notes 'B-/RR5';
-- Senior unsecured notes 'B-/RR5'.
The Rating Outlook is Stable.
TERRACE MANOR: Hearing on Disclosures Approval Set for July 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia has
scheduled for July 5, 2017, at 2:00 p.m. the hearing to consider
Terrace Manor, LLC's disclosure statement dated May 30, 2017,
referring to the Debtor's plan of reorganization dated May 30,
2017.
All objections to the Disclosure Statement must be filed and served
pursuant to Rule 3017(a) prior to the hearing.
About Terrace Manor LLC
Terrace Manor, LLC, owns a 61-unit residential apartment building
located at 3341-3353 23rd Street S.E., 2276 Savanah Street, S.E.
and 2270-2272 Savanah Street, S.E. Washington, DC. It is a single
asset real estate as defined in 11 U.S.C. Section 101(51B).
Sanford Capital, LLC, is the 100% owner of Debtor.
The Debtor filed a Chapter 11 petition (Bankr. D.D.C. Case No.
17-00175) on March 30, 2017. The petition was signed by Carter A.
Nowell, managing member of Sanford Capital. The case is assigned
to Judge Martin S. Teel, Jr. At the time of filing, the Debtor had
estimated both assets and liabilities between $1 million to $10
million.
Brent C. Strickland, Esq., and Christopher A. Jones, Esq., at
Whiteford, Taylor & Preston L.L.P., are serving as bankruptcy
counsel to the Debtor.
On April 10, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
TOGA CORP: Case Summary & 5 Unsecured Creditors
-----------------------------------------------
Debtor: Toga Corp.
d/b/a Confidence Beauty Salon
297 3rd Avenue, 2nd Floor
New York, NY 10010
Business Description: Toga Corp. is a small business Debtor as
defined in 11 U.S.C. Section 101(51D).
The Company is a beauty salon located in New
York City, New York.
Web site:
http://www.cofidencebeautysalon.com/
Chapter 11 Petition Date: June 8, 2017
Case No.: 17-11596
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN P.C.
3009 Ocean Pkwy
Brooklyn, NY 11235
Tel: 718-513-3145
Fax: (347) 342-2156
E-mail: alla@kachanlaw.com
Total Assets: $43,048
Total Liabilities: $1.30 million
The petition was signed by Anatoliy Pakhomov, president.
A copy of the Debtor's list of five unsecured creditors is
available for free at http://bankrupt.com/misc/nysb17-11596.pdf
TOWN SPORTS: Egan-Jones Lowers Sr. Unsecured Ratings to CCC+
------------------------------------------------------------
Egan-Jones Ratings, on June 2, 2017, downgraded the local currency
and foreign currency senior unsecured ratings on debt issued by
Town Sports International Holdings Inc. to CCC+ from B-.
Town Sports International Holdings, Inc., through its wholly-owned
operating subsidiary Town Sports International, LLC, is one of the
leading owners and operators of fitness clubs in the Northeast and
Mid-Atlantic regions of the United States.
TROXELL COMPANY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Troxell Company, Inc.
P. O. Box 740
Rhome, TX 76078
Business Description: Troxell Company Inc. is an aluminum
trailer manufacturer based in Texas.
The Company said it operates in a modern new
facility with the latest in state-of-
the-industry machinery and tooling equipped
to handle the most demanding jobs.
Web site: http://www.troxellcompany.com/
Chapter 11 Petition Date: June 9, 2017
Case No.: 17-42453
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Hon. Mark X. Mullin
Debtor's Counsel: Matthias Kleinsasser, Esq.
FORSHEY & PROSTOK, L.L.P.
777 Main Street, Suite 1290
Fort Worth, TX 76102
Tel: (817) 877-0135
Fax: (817) 878-4151
E-mail: mkleinsasser@forsheyprostok.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Troxell, president.
The Debtor did not file a list of its 20 largest unsecured
creditors on the Petition Date.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb17-42453.pdf
US ANESTHESIA: S&P Assigns 'B' CCR & Rates New 1st Lien Loans 'B'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
physician services company U.S. Anesthesia Partners Holdings Inc.
The outlook is stable.
U.S. Anesthesia is issuing $1,250 million in debt to refinance
existing debt and fund a dividend to shareholders.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to subsidiary U.S. Anesthesia Partners Inc.'s
proposed first lien credit facility, consisting of a $150 million
revolver and $950 million first lien term loan. The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 55 %) recovery to lenders in the event of payment
default.
S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to U.S. Anesthesia Partners Inc.'s proposed $300 million
second-lien term loan. The '6' recovery rating indicates S&P's
expectations for negligible (0%-10%; rounded estimate: 0%) recovery
to lenders in the event of payment default.
"U.S. Anesthesia Partners Holdings Inc. (USAP) is a physician
services organization providing outsourced anesthesia and pain
management services," said S&P Global Ratings credit analyst
Matthew O'Neil. Since its founding in 2012, the company has grown
rapidly through acquiring established groups of anesthesiologists
and providing them with capital resources and business expertise,
while allowing the physician partners to maintain clinical
governance. The company's physician partners and management own
56% of the company, while financial sponsor Welsh Carson owns the
remaining 44%.
The stable rating outlook on USAP reflects S&P's expectation that
the company will generate 4%-6% growth and sustain margins around
12%-14% through a mix of organic and acquisitive growth. S&P
expects leverage to be sustained over 7x for the next few years
given the company's appetite for growth and financial sponsor
ownership.
UST DEVELOPMENT: RH Fund XV to Auction Property on July 5
---------------------------------------------------------
The property of UST Development Holdings, LLC, an Ohio limited
liability company, will be sold to the highest bidder for cash at a
public auction to be held before the Peach County Courthouse, in
Georgia, on July 5, 2017, during the legal hours.
Proceeds of the sale will be used to pay off debt owed to RH Fund
XV, LLC. The debt was originally owed to CB&T, a Division of
Synovus Bank, in the original principal amount of $1,075,000.
Synovus assigned the debt to RH Fund XV in April 2017.
RH Fund XV has declared UST in default.
RH Fund XV is represented by Coleman & Talley LLP.
WALTER INVESTMENT: Bank Debt Trades at 9% Off
---------------------------------------------
Participations in a syndicated loan under Walter Investment
Management Corp is a borrower traded in the secondary market at
90.80 cents-on-the-dollar during the week ended Friday, June 2,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.26 percentage points from
the previous week. Walter Investment pays 375 basis points above
LIBOR to borrow under the $1.5 billion facility. The bank loan
matures on Dec. 18, 2020 and carries Moody's B3 rating and Standard
& Poor's CCC rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended June 2.
WALTON CAPITAL: E&Y Selling Assets, Client List; Bids Due June 28
-----------------------------------------------------------------
Ernst & Young, in its capacity as court-appointed monitor of Walton
Capital Management Inc. ("WCMI"), is seeking parties interested in
either:
-- acquiring the shares of WCMI, which assets include its
client list and related books and records, called "Book of
Business", or
-- an asset sale comprising the Book of Business.
The Book of Business does not include client accounts or investable
funds.
Bids are due 5:00 p.m. (Calgary Time) on June 28, 2017. Potential
bidders are requested to direct all inquiries to:
Cassie Riglin
Senior Manager
Ernst & Young, Inc.
Tel: +1 403 206 5106
Email: cassie.riglin@ca.ey.com
- or -
Alix Paris
Ernst & Young, Inc.
Tel: +1 403 206 5228
Email: alixandra.e.paris@ca.ey.com
Parties interested in acquiring WCMI are invited to contact the
monitor by phone or email; or go to the monitor's website for
further information and detail on the WCMI sale process at
http://www.ey.com/ca/wigi. The monitor can be reached at:
Ernst & Young Inc.
2200, 215 2nd Street, SW
Calgary, AB T2P 1M4
Fax: (403) 206 5075
Walton Capital Management Inc. was registered an exempt market
dealer in all provinces and territories of Canada, and is a direct
subsidiary of Walton Global Investment. Walton and its affiliates
are multinational, privately-owned real estate investment and
development group. WCMI applied to Alberta Securities Commission
on April 28, 2017, to voluntarily surrender its exempt market
dealer registration in connection with the CCAA proceedings and
consented to the suspension of its registration pending completion
of the surrender process.
WE'RE STEAMED: Firehouse Subs Franchisee Seeks Cash Access
----------------------------------------------------------
We're Steamed, LLC, seeks an order from the U.S. Bankruptcy Court
for the Eastern District of Kentucky allowing it to continue to use
the cash collateral, in which We're Investors, LLC may have an
interest.
The Debtor is in the business of operating 2 Firehouse Subs
outlets. As of the Petition Date, the Debtor was current with its
franchisor, Firehouse of America, LLC, and the Debtor expects to
remain so during this Chapter 11 case. However, it is necessary
for the Debtor to make purchases for the Stores in order to
continue operations and so that it will a chance to reorganize.
We're Investor's invested $1.2 million dollars, pursuant to a
promissory note, in the Debtor, and filed financing statement in
the Kentucky Secretary of State's office covering all assets of the
Debtor.
The Kentucky Department of Revenue also has a lien on the personal
property of the Debtor in the amount in excess of $500,000.
The Debtor had been using cash collateral with the consent of We're
Investors, however, on May 18, 2017, We're Investors objected to
the continued use use of cash collateral.
Accordingly, the Debtor requests that the Court authorize it to
continue to use cash collateral effective as of May 18, 2017
through July 31, 2017 to enable the Debtor to maintain ongoing
operations and to avoid irreparable harm and prejudice to its
estate and all parties in interest.
The cash collateral in which We're Investors has an interest is the
food stuff the Debtor uses each month, and which the Debtor
intends to use as it is necessary and in the best interest of its
Estate. The Debtor is requesting to use the total dollar amount of
the estimated food costs expenses for the month of June and July,
in the amount of approximately $10,600 for the Highland Heights
store per month and $12,473 for the Hebron store per month. The
Debtor claims that the Food costs may increase as sales increase at
each location.
The Debtor asserts that the use of the funds from the cash
collateral is necessary for payment of operating expenses of the
two stores - Highland Heights and Hebron Store. The Debtor's
proposed budget for June is estimated to be the same as shown on
the Profit & Loss by Class for the month of April, which reflects
total expenses of $29,010 for the Highland Heights store and
$30,817 for the Hebron Store.
A full-text copy of the Debtor's Motion, dated June 6, 2017, is
available at https://is.gd/lkJyLi
A copy of the Debtor's Budget is available at https://is.gd/eH1LrR
About We're Steamed LLC
We're Steamed LLC is in the business of owning and operating 2
Firehouse Subs in Northern Kentucky as a franchisee of Firehouse of
America LLC. Firehouse Subs is a food chain offering burgers,
salads, cookies and other deserts.
We're Steamed LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Ky. Case No. 17-20510) on April 14, 2017. The petition was
signed by Timothy Ford, designated member. In its petition, the
Debtor estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities.
The Hon. Tracey N. Wise presides over the case.
Mark J. Sandlin, Esq. at Gooldberg Simpson, LLC, serves as counsel
to the Debtor.
No trustee or examiner has been appointed, and no committee has yet
been appointed or designated.
WESTERN ENERGY: S&P Affirms 'B' CCR on Improving Credit Measures
----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term corporate
credit rating and 'B+' senior unsecured debt issue rating on
Western Energy Services Corp. (WES), and removed the ratings from
CreditWatch, where they were placed with positive implications
March 10, 2017. The outlook is stable.
The recovery rating on the senior unsecured notes is unchanged at
'2', and represents substantial (70%-90%; rounded estimate 70%)
recovery in S&P's default scenario.
S&P Global Ratings removed the ratings from CreditWatch, where they
were placed with positive implications March 10, 2017, following
Western's announced intention to acquire and merge with Savanna
Energy Services Ltd. "Another oilfield services company
ultimately acquired Savanna, so we no longer expect the expected
improvement in WES' business and financial risk profiles, which
underpinned our positive CreditWatch placement on the company,"
said S&P Global Ratings credit analyst Abid Maredia.
S&P's assessment of Western's highly leveraged financial risk
profile incorporates S&P's 2017-2018 cash flow forecasts for the
company. Based on improving 2017-2018 operating results, S&P's
estimate of the company's two-year, weighted-average debt-to-EBITDA
and FFO-to-debt should remain at levels appropriate for the rating.
Specifically, S&P forecasts weighted-average debt-to-EBITDA and
FFO-to-debt for 2017-2018 remaining about 5x and 12%, respectively.
Also, management's willingness to limit capital spending within
internal cash flow generation supports the financial risk profile.
The stable outlook reflects S&P's view that Western will generate
two-year, weighted-average FFO-to-debt close to 12% supported by
increased oil and gas drilling activity, and maintain adequate
liquidity by limiting capital spending within cash flows.
S&P would consider a downgrade if the company's operating
performance deteriorates such that weighted-average FFO-to-debt
falls well below 6% and liquidity becomes less than adequate. This
scenario would likely occur if drilling activity contracted or
margin improvements failed to materialize.
Although unlikely during S&P's 12-month outlook period, it could
consider an upgrade if FFO-to-debt showed sustained improvement
above 20% while liquidity remains adequate. This scenario could
occur if market conditions improve such that drilling activity
increases beyond S&P's expectations.
WET SEAL: Exclusive Plan Filing Period Extended to Aug. 31
----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has extended, at the behest of The Wet
Seal, LLC, et al., the exclusive periods for the filing of a plan
of reorganization and for soliciting acceptances for the plan
through and including Aug. 31, 2017, and Oct. 30, 2017,
respectively.
As reported by the Troubled Company Reporter on May 26, 2017, the
Debtors sought the extensions, saying that since the Petition Date,
the Debtors have focused their efforts and resources on, among
other things, ensuring a smooth transition into Chapter 11,
complying with the myriad reporting requirements imposed on a
Chapter 11 debtor, and working to liquidate their remaining
inventory and monetize their intellectual property in an efficient,
and value-maximizing manner.
About The Wet Seal, LLC
The Wet Seal, LLC, and its affiliates are a national multi-channel
specialty retailer selling fashion apparel and accessory items
designed for female customers aged 18 to 24 years old. They are
currently comprised of two primary units: the retail store business
and an e-commerce business. Through their retail store business,
they operate approximately 142 retail locations in 37 states,
principally in lease-based mall locations. They also have
historically sold gift cards, which business has been primarily
operated through The Wet Seal Gift Card, LLC.
The Wet Seal, LLC, also known as The Wet Seal (2015), LLC, sought
Chapter 11 protection (Bankr. D. Del. Case No. 17-10229) on Feb. 2,
2017. The petitions were signed by Judd P. Tirnauer, executive
vice president and chief financial officer. The cases are assigned
to Judge Christopher S. Sontchi.
The Debtors estimated assets in the range of $10 million to
$50 million and $50 million to $100 million in debt.
The Debtors tapped Robert S. Brady, Esq., Michael R. Nestor, Esq.,
Jaime Luton Chapman, Esq., Andrew L. Magaziner, Esq., of the Young
Conaway Stargatt & Taylor, LLP, as counsel. They also tapped
Berkeley Research Group, LLC, as financial advisors; Hilco IP
Services, LLC dba Hilco Streambank as intellectual property
disposition consultant; and Donlin, Recano & Company as claims and
noticing agent.
The Official Committee of Unsecured Creditors tapped Cooley LLP and
Saul Ewing LLP as its attorneys.
WILLACY COUNTY: S&P Discontinues 'D' Rating on 2011 Project Bonds
-----------------------------------------------------------------
S&P Global Ratings discontinued its 'D' long-term rating on Willacy
County Local Government Corp., Texas' series 2011 taxable project
revenue bonds. Consistent with S&P's report published April 12,
2017, S&P lowered the rating to 'D' at that time and stated that it
would likely discontinue the rating after 30 days if there were no
new developments that would alter S&P's view of the rating.
Subsequently, there have been no new developments.
WILLIAM IPPOLITO: Vietnam Vet Seeking July 26 Auction of Property
-----------------------------------------------------------------
William S. Ippolito asks the U.S. Bankruptcy Court for the Eastern
District of New York to authorize the public auction sale of real
property which is his investment property and vacant lots located
at 484 Sharrotts Road, Staten Island, New York, Block 7328; Lots
293, 363 and 290 to be conducted by Maltz Auctions, Inc.
A hearing on the Motion is set for June 14, 2017 at 3:00 p.m.
The Debtor is an individual who is a Vietnam Veteran. The Debtor
owns three parcels of property: (i) 484 Sharrotts Road, Staten
Island, New York ("Investment Property"); (ii) 492 Sharrotts Road,
Staten Island, New York; and (iii) a vacant lot located at Block
7328 Lot 363 in Staten Island, New York ("Vacant Lot").
The Debtor's bankruptcy filing was precipitated by the foreclosure
sale of his Investment Property and his desire to propose a
confirmable plan of reorganization to repay his debts.
National Loan Investors, L.P. filed a Motion for Relief from the
Automatic Stay with regards to the Mortgage they hold on the
Debtor's Investment Property on Jan. 13, 2017 and is claiming that
$917,184 is owed on the Investment Property to National. NYCTL
1998-2 Trust and the Bank of New York Mellon as Collateral Agent
and Custodian for the NYCTL 1998-2 Trust.
In an effort to resolve the amounts owed on his Investment Property
and to obtain the highest value of his building, subject to Court
approval, the Debtor is looking to sell his Investment Property and
vacant lot.
By application dated March 9, 2017, the Debtor sought the entry of
an Order employing Casandra Properties Inc., as Real Estate Broker
for the Debtor and as its broker to market the Investment Property
and conduct a public auction sale of his Investment Property.
By Application May 23, 2017, the Debtor seeks entry of an Order
employing Maltz, as Real Estate Broker for the Debtor to market the
Properties and conduct a public Auction Sale of the Properties on
July 26, 2017.
Upon the Court's entry of an Order, the Debtor will cause a Notice
of Sale to be filed with the Court and served on the Office of the
United States Trustee, all known creditors of the Debtor, and all
known parties with an interest in the Debtor's Building.
As part of the Bidding Procedures, the Debtor asks approval of the
Break-Up fee of up to 2%. The Break-Up fee is inclusive and
comprised of an expense reimbursement in favor of the respective
Purchaser. The Break-Up Fee is payable upon the Debtor
consummating any sale, transfer or other disposition of the
respective Properties. The Debtor is also asking up to 5% overbid
protection.
The Debtor asks authorization of, and approval for, the Auction
Sale of his Building and the Amended Terms and Conditions of Sale.
The salient terms of the Amended Terms and Conditions of Sale are:
a. Purchased Assets: The Debtor's real property located at 484
Sharrotts Road, Staten Island, New York, also known as Borough:
Staten Island Block: 7328 Lots: 293, 290 & 363
b. The Auction will be held on July 26, 2017 at 11:00 a.m. at
New York LaGuardia Airport Marriott Hotel, 102-05 Ditmars
Boulevard, East Elmhurst, New York.
c. Qualifying Deposit: $200,000
d. Deposit: An amount equal to 10% of the high bid realized at
Auction minus the Qualifying Deposit plus a 6% Buyer's Premium
e. Buyer's Premium: 6% of the high bid at Auction
f. Closing: The Closing will take place on or before the 60th
day following Court approval at the Law Office of Rachel S.
Blumenfeld, 26 Court Street, Suite 2220, Brooklyn, New York.
g. Broker's Commission: 2% of the Successful Bid
h. The Property is being sold "as is, where is," "with all
faults," without any representations, covenants, guarantees or
warranties of any kind or nature, and free and clear of any liens,
claims, or encumbrances of whatever kind or nature.
A copy of the Amended Terms and Conditions of Sale attached to the
Motion is available for free at:
http://bankrupt.com/misc/William_Ippolito_59_Sales.pdf
In this instance, the Debtor has used its sound business judgment
to determine that sale of the Properties at the scheduled Auction
Sale is appropriate and in the best interest of his estate. The
Debtor has a duty to maximize the value of its assets for the
benefit of the estate and its creditors and the Debtor believes
that it will obtain the highest value for the benefit of the estate
and his creditors through the sale of the Properties through the
Auction. The Secured Creditors holding liens against the
Investment Property have not objected to an expedited sale of the
Properties, subject to Court approval.
Maltz and Cassandra are ready to immediately market the Properties
for sale and will continue to market the Properties and the Auction
Sale.
William S. Ippolito filed a voluntary petition for relief under
chapter 13 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
16-45609) on Dec. 13, 2016. The Debtor's case was converted to a
case under chapter 11 of the Bankruptcy
Code on Feb. 28, 2017.
WILLISTON, ND: Moody's Affirms Ba2 Rating on Gen. Obligation Debt
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on Williston,
ND's general obligation (GO) debt. The outlook remains negative.
The Ba2 rating reflects the economy's significant concentration in
the oil and gas industry, a high debt burden that is anticipated to
increase further as the city completes the construction of the new
sewer treatment plant, significant declines in monthly sales tax
receipts and the possibility of prolonged slowdown in oil and gas
production, challenging the city's finances. Additionally, the
rating considers strong resident income levels, substantial tax
base growth in 2016, and currently adequate reserves.
Rating Outlook
The negative outlook reflects Moody's expectations that the city's
financial position will remain challenged given uncertainty in oil
and gas production tax receipts and continued declines in sales tax
receipts as well as lack of proportional expenditure adjustments
coupled with additional increases in debt burden in the near term.
Factors that Could Lead to an Upgrade
Moderation of the general fund reliance on oil and gas revenues
Rate increases that lead to improvement in water and sewer
operations to limit use of
General Fund operating revenues to pay for debt or operations
Moderation of debt burden
Stabilization of sales tax collections
Factors that Could Lead to a Downgrade
Significant declines in oil and gas production tax receipts
Failure to balance operations resulting in further declines in
reserves or liquidity
Material increases in debt profile
Further decline in sales tax revenues that requires use of
reserves
Legal Security
The city's special assessment bonds are expected to be repaid with
special assessment revenues from benefiting property owners;
however, the city is required to levy a property tax unlimited as
to rate or amount to pay for debt service should special
assessments be insufficient to pay for debt service.
Use of Proceeds. Not applicable.
Obligor Profile
Williston is the county seat of Williams County with an estimated
population of 22,000 as of 2015. It is situated on the Missouri
River 18 miles from the Montana border and 68 miles south of the
Canadian international border.
WORLD ENDURANCE: S&P Affirms 'B' CCR Amid Term Loan Add-On
----------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Tampa-based World Endurance Holdings Inc. The rating outlook is
stable.
S&P also affirmed its 'B' issue-level rating on WEH's subsidiary
World Triathlon Corp.'s senior secured credit facility, consisting
of the $20 million revolving credit facility due 2019 and the
upsized $255 million term loan due 2021 (including the proposed $30
million add-on). The recovery rating remains '3,' indicating S&P's
expectation for meaningful recovery (50% to 70%; rounded estimate:
65%) for lenders in the event of a payment default. The company
will use the term loan add-on to refinance revolver drawings and
partly finance working capital needs for WEH's acquisition of CGI,
owner of the Rock 'n' Roll Marathon brand. The purchase price for
CGI is being funded by an equity contribution from WEH's parent
Wanda Group.
"We are affirming ratings because we view favorably the proposed
acquisition of CGI, which is substantially funded by an equity
contribution from WEH's parent Wanda Group and is therefore
modestly de-leveraging for WEH," said S&P Global Ratings credit
analyst Jing Lin.
S&P also believes the acquisition improves WEH's scale by
continuing its strategic shift to expand beyond triathlon events
into running and other events targeting urban markets, as well as
increases the company's portfolio of mass participation endurance
events that can be licensed in new markets internationally. CGI's
modest current EBITDA margin, the inclusion of which is expected to
modestly lower the consolidated entity's margin through 2018, as
well as the risks of successfully integrating a sizeable
acquisition, managing CGI's distinct Rock 'n' Roll brand, and
realizing proposed operational and topline synergies partially
offset these positive factors.
S&P's stable rating outlook reflects its expectation for good
operating performance, adequate liquidity, modest leverage
reduction from anticipated EBITDA growth through 2018, and good
EBITDA coverage of interest expense. In addition, the company is
unlikely to increase leverage meaningfully over the next few years,
despite its acquisition goals, partly because of possible periodic
equity contributions from its controlling owner Wanda Group.
S&P would consider lower ratings if WEH fails to increase EBITDA as
it continues to add events, or if the company's liquidity profile
becomes impaired. S&P would also consider lowering ratings if
WEH's owner were to undertake additional meaningful leveraging
transactions such that adjusted debt to EBITDA is above 6.5x and
EBITDA interest coverage fell toward the mid-1x area.
S&P could raise the rating if it become confident that management
and the company's controlling owner would continue to finance
acquisitions and other growth opportunities in a manner that
sustains leverage under 5x. Rating upside would also depend on
successful integration of CGI and progress toward improving its
margins.
[*] American Lawyer Report on Retail Industry Challenges
--------------------------------------------------------
Victoria Finkle of The American Lawyer talked to:
-- Jay Jorgensen, global chief ethics and compliance
officer for Wal-Mart Stores Inc.;
-- Deborah White, senior executive vice president and
general counsel of the Retail Industry Leaders
Association (RILA), a trade group;
-- Brian Shaw, a member at Chicago bankruptcy firm
Shaw Fishman Glantz & Towbin; and
-- David French, senior vice president for government
relations at the National Retail Federation (NRF),
a trade association,
regarding the changing landscape in the retail industry.
Ms. Finkle noted that the rapidly evolving consumer habits and the
rise of e-commerce have put new stresses on brick-and-mortar
retail, and as a result, lawyers are in high demand, for everything
from compliance to bankruptcy.
According to the report, Mr. Jorgensen relates that today's
challenges center on two key areas:
-- attracting customers and
-- utilizing technology to improve efficiency and
minimize risk.
"It's a time of enormous change," Mr. Jorgensen tells Ms. Finkle.
"I'm actually surprised by how fast and how significantly it's
changing, even though I was expecting it."
According to The American Lawyer report, Mr. Jorgensen says he is
working closely with two outside firms at Wal-Mart: Jones Day and
R. McConnell Group, a compliance boutique firm in Houston.
Ms. White tells Ms. Finkle, "The challenge for retailers in terms
of how they remain relevant is very much top of mind for all of the
top executives within the retail industry, including the general
counsel who serve them." She adds, "corporate legal teams are
working with their business counterparts to give companies "the
visibility they need in terms of consumer data, while also
respecting consumers' privacy desires and making sure the data
remains secure."
In 2010, RILA founded a standalone Retail Litigation Center, of
which Ms. White is president, that advocates for retailers in
judicial matters. Center members include some of the country's top
retailers, such as Whole Foods Market Inc., Dick's Sporting Goods
Inc., and The Home Depot Inc., as well as large law firms including
Baker Botts and Hunton & Williams, according to the report.
"More and more, what we see through the Retail Litigation Center
and other areas is that, as the plaintiff's bar pops up with
different kinds of litigation and cases, you've got outside counsel
that very rapidly come up to speed in these different areas so they
can help work with counsel across multiple different companies,"
Ms. White says.
Meanwhile, Mr. Shaw tells Ms. Finkle, "Overall, you're going to see
bankruptcies continue and you're going to see a contraction in the
industry. He says, "That contraction is going to include a
decrease in the number of players and a decrease in the number of
physical outposts for the players that survive this sort of
culling."
Mr. French relates that one of the biggest policy issues facing
retailers at the moment is tax reform -- and the possible passage
of a border adjustment tax, which would impose an additional tax on
imported goods. The American Lawyer report noted that the retail
trade groups also are monitoring several Obama-era regulations that
they hope the Trump administration will reverse.
[*] COTMF to Auction Off Chicago Taxi Medallions Beginning June 21
------------------------------------------------------------------
In accordance with the Uniform Commercial Code as adopted in the
State of Illinois, Capital One Equipment Finance Corp., f/k/a All
Points Capital Corp., d/b/a Capital One Taxi Medallion Finance
("COTMF"), will sell at public auctions these Chicago Taxi
Medallions, which are property of certain debtors:
Medallion Nos. 4385 3812 3402 6538 6955 5009,
5415,
6680,
5358,
3380 & 1889 5997 3963 815 4788 5434 1124 &
3775 1477 3944 4523 1247 1083 1061,
3461 4662,
& 4669 1787 5173 1233 4455 679 & 4771 2620,
4359 & 6913 6449 3439 & 6451
The auctions will commence on June 21, 2017 at 10:30 a.m.,
prevailing Central Time in the Michigan II Room at 1 North Wacker
Drive, Second Floor, Chicago, Illinois 60606.
Persons wishing to attend the Auctions must contact:
William P. Pipal, Esq.
Troutman Sanders LLP
Tel: (312) 759-1920)
E-mail: william.pipal@troutmansanders.com
at least two business days prior to the first-scheduled Auction
time for admission into the building.
Each bidder must present valid photo identification prior to entry
into the auction.
COTMF reserves the right to postpone or cancel some or all of the
Auctions.
Each bidder must submit proof of its financial wherewithal and
qualifications to acquire one or more of the Medallions.
Any successful bidder shall be required to deposit a sum equal to
10% of the price bid by such bidder prior to the conclusion of the
Auctions.
Any prevailing bidder must close by 5:00 p.m. prevailing Eastern
Time on the 45th day after the conclusion of the Auction or at such
other time as may be agreed by COTMF and such bidder.
The complete terms of sale are available upon request delivered to
Counsel. COTMF reserves the right to alter the terms of sale at any
time.
COTMF shall determine which bids, or combination thereof, are the
highest or best bid for the Medallions. COTMF reserves the rights
to (a) bid all or a portion of its claim(s) against the owner(s) of
the Medallions at the Auction without cash or Deposit as required
of other bidders; (b) alter the terms of payment; (c) abandon or
elect not to dispose of certain Collateral; and/or (d) reject all
bids. The Collateral being auctioned is being sold "AS IS", "WITH
ALL FAULTS" and "WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND."
There is no warranty relating to title, possession, quiet
enjoyment, or the like in this disposition.
[*] Moody's: B3- & Lower Corporate Ratings List Dips Again in May
-----------------------------------------------------------------
The number of companies on its B3 Negative and Lower Corporate
Ratings List declined for a 14th straight month in May, Moody's
Investors Service says in a new data report. The list now includes
228 companies, an almost 5% drop since the end of April and a more
than 20% drop from its peak of 291 firms at the end of March last
year.
"Moody's list of lower-rated companies now represents nearly 16% of
the Moody's-rated US speculative-grade population, close to its
long-term average of 15%," said Moody's Associate Analyst Julia
Chursin. "As an indicator of speculative-grade credit quality, the
list is now reflecting a neutral status, though Moody's expects it
will change to improving once defaults among this population
substantially subside."
In May, the ratio between rating actions related to defaults and
benign rating actions was seven to five, while downgrades among
companies on the list continued to exceed upgrades, Chursin says.
Additionally, the 13 companies with Moody's lowest probability of
default ratings represented 6% of the list, suggesting more
defaults ahead. These companies were mainly oil and gas issuers.
Oil and gas firms continue to represent the largest share of the
list, at 23%, though the energy sector's share continues to decline
each month. The next most presented sectors are consumer and
business services firms, at 13%, and manufacturing and retail, at
8% each.
[*] Three Allen Matkins Attorneys Elected to Partnership
--------------------------------------------------------
Allen Matkins, a California-based full service real estate and
business law firm, on June 8, 2017, disclosed that litigation
attorney Nancy S. Fong and real estate attorneys Richard J.
Miltimore and Keith J. Pollock have been elected to the firm
partnership. Nancy and Keith practice out of the firm's Los
Angeles office and Rick resides in its San Diego office. The
election is effective as of July 1, 2017.
"Nancy, Rick and Keith bring expertise, enthusiasm and strong
client service orientation to our partnership, as well as adding
breadth and depth to our assistance to the real estate industry and
other industries that we serve," says David L. Osias, managing
partner of Allen Matkins. "This new partner class reflects the
firm's continued focus on excellence, diversity and commitment to
clients. I congratulate each of them on this well-deserved
achievement."
Nancy Fong
Nancy's practice focuses on construction litigation, employment,
commercial, real estate and financial services litigation. She
commonly represents contractors, hotel owners, commercial
landlords, developers, employers and management in a variety of
breach of contract, fraud, tort, construction defect, title
disputes, prevailing wage, wrongful termination and discrimination
disputes. She also represents national lenders and servicers in
complex consumer finance litigation and defends Fortune 500
employers in class action and employment disputes.
Rick Miltimore
Rick represents private sector clients, including property
developers, owners and financial institutions. Mr. Miltimore has
experience in a broad range of transactional project finance and
real estate transactions, including secured lending, commercial
leasing, project development, real estate joint venture and equity
fund formation and investments, and real estate property
acquisitions and dispositions. Mr. Miltimore's experience also
includes representing both landlords and tenants on a variety of
leasing matters, including negotiating leases for office space,
bio-medical laboratory space, medical office buildings and data
centers, as well as build-to-suit construction leases and ground
leases. In addition to his transactional work, on a pro bono
basis, he also dedicates time to assisting families in adoption
proceedings and he also volunteers in connection with case review
for the California Innocence Project. In addition to California,
he is licensed to practice law in New York, and was previously
licensed in Illinois.
Keith Pollock
Mr. Pollock's practice involves a broad range of commercial real
estate transactions, with a particular focus on leasing, the
acquisition and disposition of individual properties and real
estate portfolios, receivership sales, and borrower side real
estate finance. His clients include investment companies, pension
funds, banks, real estate investment trusts and other developers,
owners and operators of real estate throughout the country. In
connection with his leasing practice, Mr. Pollock represents both
landlords and tenants in office, retail, industrial, medical office
buildings, build-to-suits, shopping centers and other mixed-use
projects throughout California, Colorado, Arizona,
New York and various other states. He is also licensed to practice
law in New York, as well as New Jersey.
About Allen Matkins
Founded in 1977, Allen Matkins -- http://www.allenmatkins.com/--
is a California-based law firm with approximately 200 attorneys in
four major metropolitan areas of California: Los Angeles, Orange
County, San Diego and San Francisco. The firm's areas of focus
include real estate, construction, land use, environmental and
natural resources; corporate and securities, real estate and
commercial finance, bankruptcy, restructurings and creditors'
rights, joint ventures and tax; labor, employment and OSHA; and
trials, litigation, risk management and alternative dispute
resolution in all of these areas.
[*] Underwriting Losses for P/C Industry Persists, A.M. Best Says
-----------------------------------------------------------------
The U.S. property/casualty industry posted a first-quarter 2017 net
underwriting loss of $841.5 million, according to preliminary
financial results, continuing the industry's underwriting loss
trend seen in 2016. The first-quarter loss was significantly less
than the $2.0 billion net underwriting profit reported in
first-quarter 2016, and was the only first-quarter underwriting
loss reported in the last five years. This financial review is
detailed in a new Best's Special Report, titled, "A.M. Best First
Look—1Qtr 2017 U.S. Property/Casualty Financial Results," and the
data is derived from companies' three-month 2017 interim statutory
statements that were received as of May 17, 2017, representing an
estimated 96% of the total property/casualty industry's net
premiums written.
According to the report, net investment income grew 9.5% to $11.9
billion during first quarter 2017; however, nearly half of that was
offset by a $5.9 billion loss in other income, reflecting the
impact of a retroactive reinsurance contract entered into in
February 2017 by American International Group, Inc. (AIG) and
National Indemnity Company.
Net income fell to $7.3 billion in first-quarter 2017, a 45.2%
decline in net income from the prior-year period. Despite the
significant decline, partly due to the AIG reinsurance contract,
industry surplus reached a record $696.9 billion at the end of
March 2017, driven by an $8.5 billion increase in unrealized gains,
an increase in other surplus gains and a reduction in stockholder
dividends.
A.M. Best estimates the property/casualty industry's three-month
2017 combined ratio deteriorated to 99.7, compared with 97.7 in the
same prior-year period. Estimated catastrophe losses of $7.6
billion, up 48% from the first-quarter 2016, accounted for 6.0
points on the combined ratio, 1.8 catastrophe points higher than
what was seen in first-quarter 2016.
[^] BOND PRICING: For the Week from June 5 to June 9, 2017
----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
A. M. Castle & Co CASL 5.250 16.745 12/30/2019
A. M. Castle & Co CASL 7.000 58.000 12/15/2017
Ally Financial Inc ALLY 2.300 99.940 6/15/2017
Ally Financial Inc ALLY 2.300 99.939 6/15/2017
Ally Financial Inc ALLY 2.300 99.939 6/15/2017
Ally Financial Inc ALLY 3.500 99.318 6/15/2017
Ally Financial Inc ALLY 2.300 99.939 6/15/2017
Alpha Appalachia
Holdings Inc ANR 3.250 0.750 8/1/2015
American Eagle Energy Corp AMZG 11.000 0.933 9/1/2019
Armstrong Energy Inc ARMS 11.750 49.125 12/15/2019
Armstrong Energy Inc ARMS 11.750 49.125 12/15/2019
Avaya Inc AVYA 10.500 12.500 3/1/2021
Avaya Inc AVYA 10.500 16.000 3/1/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Becton Dickinson and Co BDX 1.800 99.829 12/15/2017
Bon-Ton Department Stores
Inc/The BONT 8.000 37.375 6/15/2021
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.875 30.500 4/15/2022
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 30.500 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 30.000 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 30.000 10/15/2020
Buffalo Thunder
Development Authority BUFLO 11.000 39.000 12/9/2022
CONSOL Energy Inc CNX 6.375 101.469 3/1/2021
Caesars Entertainment
Operating Co Inc CZR 5.750 87.200 10/1/2017
CenturyLink Inc CTL 5.150 99.845 6/15/2017
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chukchansi Economic
Development Authority CHUKCH 9.750 39.500 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 9.750 39.500 5/30/2020
Ciena Corp CIEN 0.875 99.980 6/15/2017
Cinedigm Corp CIDM 5.500 33.125 4/15/2035
Claire's Stores Inc CLE 9.000 51.500 3/15/2019
Claire's Stores Inc CLE 8.875 11.000 3/15/2019
Claire's Stores Inc CLE 6.125 48.000 3/15/2020
Claire's Stores Inc CLE 9.000 46.250 3/15/2019
Claire's Stores Inc CLE 7.750 13.375 6/1/2020
Claire's Stores Inc CLE 9.000 51.625 3/15/2019
Claire's Stores Inc CLE 7.750 13.375 6/1/2020
Claire's Stores Inc CLE 6.125 40.750 3/15/2020
Cobalt International
Energy Inc CIE 2.625 35.750 12/1/2019
Cumulus Media Holdings Inc CMLS 7.750 27.963 5/1/2019
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.000 56.760 4/15/2019
Emergent Capital Inc EMGC 8.500 44.855 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Holdings Corp TXU 6.500 13.500 11/15/2024
Energy Future Holdings Corp TXU 6.550 12.500 11/15/2034
Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019
Energy Future Holdings Corp TXU 5.550 8.500 11/15/2014
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 11.250 34.500 12/1/2018
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 11.250 35.000 12/1/2018
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 9.750 34.500 10/15/2019
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GenOn Energy Inc GENONE 9.500 67.235 10/15/2018
GenOn Energy Inc GENONE 9.500 67.331 10/15/2018
GenOn Energy Inc GENONE 9.500 67.317 10/15/2018
Global Brokerage Inc GLBR 2.250 42.000 6/15/2018
Goldman Sachs Group Inc/The GS 4.000 99.963 6/15/2017
Goldman Sachs Group Inc/The GS 3.750 99.916 6/15/2017
Goldman Sachs Group Inc/The GS 4.000 99.955 6/15/2017
Goldman Sachs Group Inc/The GS 5.100 100.006 6/15/2017
Gymboree Corp/The GYMB 9.125 8.800 12/1/2018
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Illinois Power
Generating Co DYN 7.000 33.000 4/15/2018
Illinois Power
Generating Co DYN 6.300 36.250 4/1/2020
IronGate Energy
Services LLC IRONGT 11.000 35.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 35.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 35.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 35.000 7/1/2018
Jack Cooper Holdings Corp JKCOOP 9.250 49.250 6/1/2020
James River Coal Co JRCC 7.875 0.329 4/1/2019
Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019
Lehman Brothers
Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers
Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers
Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers
Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Lumbermens Mutual
Casualty Co KEMPER 8.300 0.050 12/1/2037
Lumbermens Mutual
Casualty Co KEMPER 8.450 0.027 12/1/2097
MF Global Holdings Ltd MF 3.375 27.500 8/1/2018
MModal Inc MODL 10.750 10.125 8/15/2020
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 0.473 10/1/2020
Mirant Mid-Atlantic
Series B Pass Through
Trust GENONE 9.125 97.625 6/30/2017
NRG REMA LLC GENONE 9.237 87.826 7/2/2017
Navient Corp NAVI 5.000 99.846 6/15/2018
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.750 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.750 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.750 5/15/2019
Nine West Holdings Inc JNY 6.875 21.135 3/15/2019
Nine West Holdings Inc JNY 8.250 25.000 3/15/2019
Nine West Holdings Inc JNY 8.250 23.375 3/15/2019
Nuverra Environmental
Solutions Inc NESC 12.500 24.375 4/15/2021
OMX Timber Finance
Investments II LLC OMX 5.540 9.250 1/29/2020
Pactiv LLC REYNOL 8.125 99.833 6/15/2017
Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018
Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018
Pernix Therapeutics
Holdings Inc PTX 4.250 31.000 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 26.592 4/1/2021
Prospect Capital Corp PSEC 5.000 100.000 12/15/2018
Prospect Capital Corp PSEC 5.000 100.000 12/15/2018
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 48.250 10/1/2018
Rolta LLC RLTAIN 10.750 19.699 5/16/2018
Samson Investment Co SAIVST 9.750 7.750 2/15/2020
SandRidge Energy Inc SD 7.500 2.319 2/15/2023
SquareTwo Financial Corp SQRTW 11.625 1.151 4/1/2017
SunEdison Inc SUNE 5.000 10.500 7/2/2018
SunEdison Inc SUNE 2.375 2.313 4/15/2022
SunEdison Inc SUNE 2.750 2.313 1/1/2021
SunEdison Inc SUNE 3.375 1.125 6/1/2025
SunEdison Inc SUNE 0.250 2.313 1/15/2020
SunEdison Inc SUNE 2.625 2.313 6/1/2023
SunEdison Inc SUNE 2.000 2.313 10/1/2018
TMST Inc THMR 8.000 18.750 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 66.000 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 66.000 2/15/2018
TerraVia Holdings Inc TVIA 5.000 42.000 10/1/2019
TerraVia Holdings Inc TVIA 6.000 60.489 2/1/2018
Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014
Trans-Lux Corp TNLX 8.250 20.125 3/1/2012
UCI International LLC UCII 8.625 6.875 2/15/2019
Vanguard Operating LLC VNR 8.375 50.000 6/1/2019
Walter Energy Inc WLTG 9.500 0.370 10/15/2019
Walter Energy Inc WLTG 9.500 0.370 10/15/2019
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Energy Inc WLTG 9.500 0.370 10/15/2019
Walter Energy Inc WLTG 9.500 0.370 10/15/2019
Walter Investment
Management Corp WAC 4.500 35.000 11/1/2019
Weatherford
International LLC WFT 6.350 99.974 6/15/2017
Weatherford
International LLC WFT 6.350 99.929 6/15/2017
iHeartCommunications Inc IHRT 10.000 59.575 1/15/2018
iHeartCommunications Inc IHRT 6.875 59.992 6/15/2018
rue21 inc RUE 9.000 3.500 10/15/2021
rue21 inc RUE 9.000 4.400 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***