/raid1/www/Hosts/bankrupt/TCR_Public/170725.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, July 25, 2017, Vol. 21, No. 205
Headlines
2020 PITKIN REALTY: Seeks 90-Day Extension of Exclusive Periods
68 YACHT CLUB: U.S. Trustee Unable to Appoint Committee
A-OK ENTERPRISES: May Use Simmons Bank's Cash Until Sept. 30
ACOSTA INC: Bank Debt Trades at 11% Off
ADAMIS PHARMACEUTICALS: Cuts Warrants Exercise Price to $2.78
ADAMS RESOURCES: Needs Until Nov. 17 to Close Sale, File Plan
ADAMSVILLE PROPERTIES: Seeks Until Oct 17 to Sell Asset, File Plan
ALGOZINE MASONRY: May Use Cash Collateral Through Oct. 31
ALLY FINANCIAL: Declares Dividend on Common Stock
ALUMINUM EXTRUSIONS: Case Summary & 20 Largest Unsecured Creditors
ANDROS DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
ANTHONY LAWRENCE: Exclusive Plan Filing Period Extended to Nov. 16
ARMADA LEASING: Sets Sale Procedures for Equipment
AXIOM WORLDWIDE: Exclusive Plan Filing Deadline Moved to Sept. 30
AYTU BIOSCIENCE: Files Financial Statements of Nuelle Inc.
BEAULIEU GROUP: U.S. Trustee Forms 7-Member Committee
BLACK MOUNTAIN GOLF: Needs Time to Complete Valuation, File Plan
BLUE STAR: Court Moves Exclusive Plan Filing Deadline to August 18
BRITISH MOTORCARS: Wants Exclusivity Period Extended to Oct. 18
BUILDERS FIRSTSOURCE: S&P Affirms 'B+' CCR & Alters Outlook to Pos.
BURGESS MACHINERY: Wants Plan Filing Deadline Moved to Dec. 21
CAPITOL STATION: U.S. Trustee Forms 4-Member Committee
CARL MERKLE: Pilgrim, CCSC Did Not Violate Deed of Trust
CHARLES BRELAND: Trustee's $975K Sale of Daphne Property Okayed
CHARLES BRELAND: Trustee's Sale of Daphne Property for $975K Okayed
CHARLES WALKER: Trustee's Auction of 7 Nashville Properties Okayed
CHINA FISHERY: Trustee Can Conduct Rule 2004 Discovery vs. HSBC-HK
COCOA SERVICES: JB Cocoa Buying All Assets for $8M
COGECO COMMUNICATIONS: DBRS Confirms BB(high) Issuer Rating
COMFORT HOLDING: S&P Lowers CCR to 'CCC+' on Weaker Credit Metrics
CONGREGATION ACHPRETVIA: Needs Until Sept. 15 to Solicit Plan Votes
CS MINING: Wants Exclusive Plan Filing Deadline Moved to Oct. 30
CST INDUSTRIES: Hires CBIZ as Accounting Advisory Provider
CST INDUSTRIES: Hires Epiq Bankruptcy as Administrative Advisor
CST INDUSTRIES: Hires Husch Blackwell as Special Corporate Counsel
DAVID J. THOMPSON: Plan Outline Okayed, Plan Hearing on Sept. 7
DAVID'S BRIDAL: Bank Debt Trades at 24% Off
DAYBREAK OIL: Lender Waives July 1 Loan Interest Payment
DIGIDEAL CORP: Wants Exclusive Plan Filing Extended to Aug. 21
DIRECTBUY HOLDINGS: Court Dismisses Chapter 11 Case
EARTH HOUSE: Plan Outline Okayed, Plan Hearing on Aug. 17
ENERGY FUTURE: Elliott Wants Berkshire Deal Hearing on September
ENID LAKESIDE: Wants Exclusive Plan Filing Extended to Aug. 1
FINJAN HOLDINGS: 'ESET SPOL' Case Trial Date Moved to Oct. 5
FOLTS HOME: Sale of All Assets to Cedarcare for $16.6M Approved
FPUSA LLC: Has Until Oct. 21 to File Chapter 11 Plan
FRONTIER COMMUNICATIONS: Bank Debt Trades at 3% Off
GAGAN OIL: Ch 11 Trustee Hires Wasserman Jurista as Attorney
GARY SLIGAR: Sale of Boca Grande Property to 161 Gilchrist Approved
GENERAL NUTRITION: Bank Debt Trades at 6% Off
GETCHELL AGENCY: Hires Rudman Winchell as Special Counsel
GFC PROPERTIES: U.S. Trustee Unable to Appoint Committee
GILLESPIE OFFICE: Seeks Until Sept. 30 to Solicit Plan Votes
GOD'S CHARIOTS: Sale of Bronx Property for $4M Approved
GREAT BASIN: Gets FDA 510(k) OK for Stool Bacterial Pathogens Panel
GREEN AUTOMOTIVE: Suspending Duty to File Reports with SEC
GREEN FOREST: Taps Thompson Law Group as Legal Counsel
GYMBOREE CORP: U.S. Trustee Cites Broad Releases Under Plan
GYP HOLDINGS III: Moody's Hikes CFR to B1; Outlook Stable
HAMPSHIRE GROUP: Liquidation Plan Filed; Sept. 6 Plan Hearing Set
HARKEY OPERATING: Seeks Oct. 5 Extension of Exclusivity Periods
HUMAN CONDITION: Needs Until Oct. 6 to Sell Assets, File Plan
HVS ENTERPRISE: Voluntary Chapter 11 Case Summary
III EXPLORATION: Has Until July 31 to File Plan of Reorganization
J A R R INC: U.S. Trustee Unable to Appoint Committee
JERRY DAVIS: $284K Sale of Allentown Property to Griswold Okayed
JERRY DAVIS: Sale of Jay Property to Fleming for $23K Approved
KAR AUCTION: S&P Affirms 'BB-' CCR, Outlook Remains Stable
KATY INDUSTRIES: Court Approves Assets Sale to Jansan Acquisition
KATY INDUSTRIES: Creditors' Panel Hires Drinker Biddle as Counsel
KATY INDUSTRIES: Interim Ruling on Mo. Workers Compensation Entered
KATY INDUSTRIES: Panel Hires Emerald Capital as Financial Advisors
KEENEY TRUCK: Sale Process for 15 Tractors Approved
KEYSTONE TUBE: Hires Ernst & Young as Tax Services Provider
KEYSTONE TUBE: Hires Fenwick & West as Special Tax Counsel
KORLEY B. SEARS: 8th Cir. Affirms Bankr. Ct.'s Denial of Discharge
KORLEY B. SEARS: 8th Circuit Affirms Allowance of $5.2MM Claims
L&N TWINS: July 27 Auction of Pleasantville Property Set
LIGHTSTONE GENERATION: Bank Debt Trades at 2% Off
LILY ROBOTICS: Fee Examiner Hires Bielli & Klauder as Counsel
LILY ROBOTICS: Given Until Sept. 25 to File Chapter 11 Plan
LYTLE TRUCKING: Diamond Buying 2016 Timpte 436 Trailer for $30K
MALKHAZI MIKADZE: Selling Livingston Property for $161K
MCAADS.COM LLC: U.S. Trustee Unable to Appoint Committee
MEG ENERGY: Bank Debt Trades at 2% Off
MELI INVESTMENTS: Needs Until Sept. 7 to Sell Assets, File Plan
MICHELE MAYER: DVP Buying Visalia Property for $93K
MICHELE MAYER: Hernandez Buying Ivanhoe Property for $93K
MICHELE MAYER: Home Helpers Buying Visalia Property for $85K
MIG, LLC: Sale of Assets to Sector Telecom for $72M Approved
MPV SAS: Intends to File Chapter 11 Plan By September 11
NEOPS HOLDINGS: U.S. Trustee Forms 3-Member Committee
NORTHEAST ENERGY: Oct. 5 Disclosure Statement Hearing
NUTRITION RUSH: Wants Oct. 20 Deadline For Exclusive Plan Filing
OPEXA THERAPEUTICS: Has Until Nov. 13 to Comply with NASDAQ Rule
OPTIMUMBANK HOLDINGS: Regains Compliance with Nasdaq Listing Rule
OVADA MORERO: Proposes Auction of Yuma Property to Pay Creditors
PARAGON OFFSHORE: Comments on Old Paragon's Chapter 11 Filing
PAYLESS HOLDINGS: Seeks Oct. 1 Extension of Plan Filing Date
PAYLESS HOLDINGS: Wins Court Approval of Ch. 11 Reorganization Plan
PILGRIM MEDICAL: Morse Buying Sea Girt Property for $1.8M
RAILYARD COMPANY: Court Awards Law Firm $177K for Fees, Expenses
RAY ROGERS: U.S. Trustee Unable to Appoint Committee
RENT-A-WRECK: Case Summary & 20 Largest Unsecured Creditors
ROBERT DONEHEW: Proposes Private Sale of Atlanta Personal Property
ROCK ISLAND REALTY: Plan Outline Okayed, Plan Hearing on Sept. 21
ROMEO'S PIZZA: Has Until Sept. 1 to File Chapter 11 Plan
RUE21 INC: Plan Confirmation Hearing to Start August 29
S&S SCREW: Sale of All Assets Tennessee Machining for $3.3M Okayed
SEINEYARD INC: Plan Outline Okayed, Plan Hearing on Aug. 17
SHORT BARK: Proposes Postpetition Factoring From LSQ Funding
SHORT BARK: Sets Bid Procedures for All Assets
STANDARDAERO AVIATION: Moody's Affirms B3 CFR, Outlook Stable
STANDARDAERO AVIATION: S&P Keeps 'B-' CCR on CreditWatch Positive
STEEL DYNAMICS: S&P Affirms 'BB+' CCR & Alters Outlook to Positive
SUBMARINA INC: Trustee's $500K Sale of All Franchise Assets Okayed
SUNIVA INC: Exclusive Plan Filing Deadline Moved to December 13
TRE AMICI LEASING: U.S. Trustee Unable to Appoint Committee
TRIAD GUARANTY: Case Conversion Denied, July 31 Plan Deadline Set
TRILOGY ENERGY: DBRS Puts B(low) Issuer Rating Under Review
TUSCANY ENERGY: Has Until August 13 to Solicit Plan Votes
TVR INC: Seeks Sept. 12 Extension of Exclusive Periods
UPSTREAM BREWING: Proxibid to Auction West Location Assets
VANITY SHOP: Has Until Sept. 27 to File Ch. 11 Liquidation Plan
VENEER PRODUCTS: Auction of Equipment by Ex-Factor Approved
WALTER INVESTMENT: Bank Debt Trades at 10% Off
WJA ASSET: Luxury's HOA Agreement with Fairbanks Approved
[*] Business Bankruptcy Levels in Canada Up by 39% Since Q1 2013
[^] Large Companies with Insolvent Balance Sheet
*********
2020 PITKIN REALTY: Seeks 90-Day Extension of Exclusive Periods
---------------------------------------------------------------
2200 Pitkin Realty LLC asks the U.S. Bankruptcy Court for the
Eastern District of New York to extend the exclusive periods for 90
days.
Section 1121 of the Bankruptcy Code provides, in relevant part,
that the debtor may file a plan until after 120 days of the order
for relief under Chapter 11, and the plan must have been accepted
before 180 days after the date of the order for relief under
Chapter 11 by each class of claims or interests that is impaired
under the plan.
The Debtor tells the Court that while its case may not be a
particularly large case, the issues facing the Debtor require a
great amount of attention and time to resolve. The Debtor asserts
that it is in need of more time to continue resolving its issues
with its lender. The Debtor says it has no ulterior motive in
seeking further extension of the Exclusive Periods.
About 2200 Pitkin Realty
2200 Pitkin Realty LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40082) on Jan. 9,
2017. The petition was signed by Andres Lopez, owner.
The case is assigned to Judge Nancy Hershey Lord.
At the time of the filing, the Debtor estimated assets of $1
billion to $10 billion and liabilities of less than $50,000.
Rashmi Attri, Esq., at E. Waters & Associates, P.C., serves as the
Debtor's legal counsel.
68 YACHT CLUB: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of 68 Yacht Club Land Trust as of
July 21, according to a court docket.
About 68 Yacht Club Land Trust
68 Yacht Club Land Trust filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-11976) on Feb. 17, 2017, disclosing
under $1 million in both assets and liabilities.
Barry S. Mittelberg, Esq., at Barry S. Mittelberg, P.A., serves as
the Debtor's bankruptcy counsel.
A-OK ENTERPRISES: May Use Simmons Bank's Cash Until Sept. 30
------------------------------------------------------------
The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas has entered a final order authorizing A-OK
Enterprises, LLC, et al., to use cash collateral commencing on the
Petition Date to expire on Sept. 30, 2017, and granting adequate
protection to Simmons Bank, success by conversion to Simmons First
National Bank.
The Financing Period will be extended upon entry of a final court
order for a period of approximately 90 days, expiring Sept. 30,
2017.
As adequate protection of Simmons Bank's interest, a monthly
payment representing the non-default rate of monthly interest
accruing on Simmons Bank's Pre-Petition Credit Facility and
Pre-Petition Obligations as set forth in the Budget shall be paid
no later than the 10th day of each calendar month beginning in July
2017, during the Financing Period pursuant to the provisions of
Section 363 of the Bankruptcy Code. In addition, the Debtors will
have the right to satisfy in full any secured debt due Simmons
Bank.
Simmons Bank will have adequate protection for any postpetition
diminution in value of its Pre-Petition Collateral, additional and
replacement security interests and liens in and upon all of the
Pre-Petition Collateral and all of the Debtors' now owned and after
acquired assets and rights of any kind or nature and wherever
located, excluding estate causes of action pursuant to Chapter 5 of
the Bankruptcy Code.
To the extent of the Debtors' use of cash collateral and any other
diminution in value, Simmons Bank may seek, through motion the
authorization for and approval by the Court of an allowed
superpriority administrative expense claim as provided and to the
full extent allowed by Sections 503(a), 507(a) and 507(b) of the
Bankruptcy Code and otherwise.
A copy of the Final Order is available at:
http://bankrupt.com/misc/ksb17-11099-71.pdf
As reported by the Troubled Company Reporter on July 7, 2017, the
Court previously authorized the Debtors to use the cash collateral
of Simmons Bank during the period commencing on the Petition Date
through the date of any hearing on any final court order.
About A-OK Enterprises
A-OK Enterprises, LLC, and four affiliated entities are in the
business of pawn shops, payday lending and rent-to-own facilities
at four leased locations in Wichita, Kansas:
a. 1525 South Broadway, Wichita, Kansas;
b. 2021 North Amidon, Wichita, Kansas;
c. 1519, 1535, 1539, 1543, 1547 and
1555 South Oliver Street, Wichita, Kansas; and
d. 410 North West Street, Wichita, Kansas.
A-OK Enterprises, LLC, and four affiliates, including A-OK, Inc.,
sought Chapter 11 protection (Bankr. D. Kan. Lead Case No.
17-11096) on June 9, 2017. The petitions were signed by Bruce R.
Harris, president, and 98.64% owner of the Debtors. The Hon. Dale
L. Somers is the case judge. Hinkle Law Firm, L.L.C., is the
counsel to the Debtors, with the engagement led by Edward J. Nazar,
Esq.
ACOSTA INC: Bank Debt Trades at 11% Off
---------------------------------------
Participations in a syndicated loan under Acosta Inc. is a borrower
traded in the secondary market at 88.83 cents-on-the-dollar during
the week ended Friday, July 14, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents a decrease of
0.97 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 July 14.
ADAMIS PHARMACEUTICALS: Cuts Warrants Exercise Price to $2.78
-------------------------------------------------------------
On July 29, 2016, Adamis Pharmaceuticals, Inc. entered into a
securities purchase agreement with certain investors pursuant to
which the Company agreed, among other things, to sell an aggregate
of 3,573,255 shares of Common Stock, and to issue warrants to
purchase up to 3,573,255 shares of Common Stock, to those investors
in a registered direct offering.
On July 20, 2017, the Company and certain holders of the 2016
Warrants agreed to reduce the exercise price of the 2016 Warrants
held by those holders from $2.98 to $2.78 per share in
consideration for the exercise in full of the 2016 Warrants held by
those holders. The Company entered into a Warrant Repricing Letter
Agreement with two holders of the 2016 Warrants, which Exercising
Holders own, in the aggregate, 2016 Warrants exercisable for
2,765,500 shares of Common Stock. Pursuant to the Exercise
Agreements, the Exercising Holders and the Company agreed that the
Exercising Holders would exercise their 2016 Warrants with respect
to all of the shares of Common Stock underlying such 2016 Warrants
for the Reduced Exercise Price. If the exercise of the 2016
Warrants would cause the holder to exceed the 4.99% beneficial
ownership limitations (as defined in the 2016 Warrants), then the
Company will only issue such number of shares to the holder as
instructed by the holder and as would not cause such holder to
exceed the maximum number of shares permitted under the Beneficial
Ownership Limitation, with the balance of shares to be held in
abeyance until the balance may be issued in compliance with those
limitations.
The Company expects to receive aggregate gross proceeds of
approximately $7,688,090 from the exercise of the 2016 Warrants by
the Exercising Holders. The Company engaged Maxim Group LLC to
advise the Company in connection with the Exercise Agreements.
Maxim Group LLC will be entitled to a fee equal to $76,881.
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB:
ADMP) -- http://www.adamispharmaceuticals.com/-- is a
biopharmaceutical company engaged in the development and
commercialization of specialty pharmaceutical and biotechnology
products in the therapeutic areas of respiratory disease, allergy,
oncology and immunology.
Adamis reported a net loss applicable to common stock of $20.81
million on $6.47 million of net revenue for the year ended
Dec. 31, 2016, compared to a net loss applicable to common stock of
$13.57 million on $0 of net revenue for the year ended Dec. 31,
2015.
As of March 31, 2017, Adamis had $33.69 million in total assets,
$12.81 million in total liabilities and $20.88 million in total
stockholders' equity.
Mayer Hoffman McCann P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has incurred recurring losses from operations, and is
dependent on additional financing to fund operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
ADAMS RESOURCES: Needs Until Nov. 17 to Close Sale, File Plan
-------------------------------------------------------------
Adams Resources Exploration Corporation asks the U.S. Bankruptcy
Court for the District of Delaware to extend its exclusive period
to file a plan of reorganization through and including November 17,
2017, and exclusive period to solicit acceptances of that plan
through and including January 16, 2018.
Without the requested extensions, the Exclusive Filing Period and
Exclusive Solicitation Period will expire on August 19 and October
18, respectively.
The Debtor tells the Court that it is simply not feasible for it,
before the expiration of the current exclusive periods, to complete
the marketing and sale process as well as formulate a Chapter 11
plan to distribute proceeds from the sale. The Debtor says the
requested extension will allow the Debtors to pursue each of its
objectives and arrive at an appropriate exit from Chapter 11
without the value-destructive distraction that would result from
any party in interest proposing its own Chapter 11 plan at this
juncture. The Debtor expects to be in a position to file a plan
and disclosure statement not long after the closing on the sale of
the Debtor's assets.
According to the Debtor, an auction was held on July 19, and a
hearing to consider approval of the sale of the assets is scheduled
for August 1. The Debtor expects to close on the sale of
substantially all of its assets in mid-August 2017.
The Debtor also tells the Court that it has negotiated a favorable
agreed order resolving a motion filed by Texas Brine Company, LLC,
seeking to pursue direct actions against the Debtor's insurers in
litigation pending in Louisiana. Pursuant to that agreed order,
upon confirmation of a Chapter 11 plan in this case, TBC waives the
right to any distribution on its claims asserted against the Debtor
in connection with that litigation. This could negate the need for
the Debtor to defend significant litigation, and increase
recoveries for the Debtor's other creditors.
The extension request was filed by William D. Sullivan, Esq., and
William A. Hazeltine, Esq., at Sullivan Hazeltine Allison, LLC, in
Wilmington, Delaware, on behalf of the Debtor.
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.
ADAMSVILLE PROPERTIES: Seeks Until Oct 17 to Sell Asset, File Plan
------------------------------------------------------------------
Adamsville Properties, LLC, filed a third motion asking the U.S.
Bankruptcy Court for the Western District of Pennsylvania to extend
until October 17, 2017, its exclusive period to file a Chapter 11
plan.
On March 16, 2017, the Debtor filed a Motion to Sell Real Property
and Improvements Free and Divested of Liens, and the Court approved
the sale by Order on April 24, 2017. The sale was contingent upon
the Buyer successfully procuring a Pennsylvania business license.
The purchaser was unsuccessful in its attempts to obtain the
Pennsylvania business license and the Agreement for Sale has been
terminated. The Debtor filed a Report of Termination of Agreement.
Due to the termination of the Agreement for Sale, there are no
funds available to fund a Chapter 11 Plan.

The real estate will continue to be listed and the Listing
Agreement will likely be renewed and/or extended.
Other parties were interested in purchasing the property and the
Debtor and its Court-approved realtor need time to notify these
parties and solicit additional interest in the property.
Accordingly, the Debtor seeks an approximately 90-day extension of
the exclusivity period in order to allow the Debtor additional time
to market its real estate.
Until the real estate is sold, it would be an exercise in futility
to file any Plan of Reorganization without funding, the Debtor
tells the Court.
About Adamsville Properties
Adamsville Properties, LLC, sought Chapter 11 protection (Bankr.
W.D. Pa. Case No. 16-10923) on Sept. 22, 2016. The petition
was signed by its President, John Medas. At the time of filing,
the Debtor's assets and liabilities were estimated to be between
$100,000 to $500,000 each.
The Debtor is a single asset real estate business that, in the
past, has not earned income. The Debtor is a Pennsylvania Limited
Liability Company with a principal place of business located at
3982 Main Street, Adamsville, Pennsylvania 16110.
The Debtor is represented by Michael P. Kruszewski, Esq., at Quinn
Buseck Leemhuis Toohey & Kroto, Inc., in Erie, Pennsylvania. The
Debtor tapped Re/Max Hometown Realty as its real estate broker.
An official committee of unsecured creditors has not been appointed
in the Debtor's case.
ALGOZINE MASONRY: May Use Cash Collateral Through Oct. 31
---------------------------------------------------------
The Hon. J. Philip Klingeberger of the U.S. Bankruptcy Court for
the Northern District of Indiana has entered a sixth interim order
granting Algozine Masonry Restoration, Inc., permission to use cash
collateral through Oct. 31, 2017, to pay for operating and
administrative expenses and a carve-out for its professional fees.
The Court will conduct a pre-trial status conference on the cash
collateral use on Oct. 19, 2017, at 11:00 a.m.
Byline Bank, as successor to Ridgestone Bank, has consented to the
use of cash collateral.
All of the Debtor's cash and cash equivalents (cash and accounts
receivable) as of the Petition Date and all proceeds thereof
securing the Debtor's obligations to the cash collateral creditors
constitute cash collateral. The Debtor knows of no party other
than the cash collateral creditors who may claim an interest in the
cash collateral.
The Debtor cannot operate its business without maintaining its
business operations, paying for necessary services, and satisfying
its other working capital needs in the ordinary course of business.
The Debtor lacks sufficient unencumbered cash collateral with
which to continue to operate its business in this Chapter 11 case.
The Debtor lacks an alternative borrowing source from which it
could secure sufficient funding to operate its business without the
use of cash collateral.
The Debtor will provide the cash collateral creditors replacement
liens on all property of the Debtor of the same type, description
and priority as the cash collateral creditors' prepetition
collateral to the extent that there is any diminution in value of
such property resulting from the Debtor's post-petition use of
property.
The post-petition security granted to the cash collateral creditors
will have priority over all other claims other than U.S. Trustee
fees, to the extent of any diminution in value of their collateral,
subject to the carve-out.
The Debtor has paid its rent to Algozine Properties LLC, which in
turn paid to Byline Bank $5,500 on July 12, 2017, for the mortgage.
The Debtor will pay to Algozine Properties rent as follows, with
the amount being paid to Byline Bank:
1. $5,500 on July 24, 2017
2. $5,500 on Aug. 7, 2017
3. $5,500 on Aug. 23, 2017
4. $5,500 on Sept. 8, 2017
5. $5,500 on Sept. 22, 2017
6. $5,500 on Oct. 6, 2017
7. $5,500 on Oct. 20, 2017
A copy of the 6th Interim Order is available at:
http://bankrupt.com/misc/innb16-23208-128.pdf
As reported by the Troubled Company Reporter on Jan. 6, 2017, the
Court previously authorized the Debtor to use cash collateral on an
interim basis through Feb. 10, 2017.
About Algozine Masonry Restoration
Algozine Masonry Restoration, Inc., filed a Chapter 11 petition
(Bankr. N.D. Ind. Case No. 16-23208) on Nov. 10, 2016. The
petition was signed by David A. Algozine, vice president. The
Debtor is represented by Allan O. Fridman, Esq., at the Law Office
of O. Allan Fridman. The Debtor disclosed total assets at $217,951
and total liabilities at $3.11 million.
ALLY FINANCIAL: Declares Dividend on Common Stock
-------------------------------------------------
The board of directors of Ally Financial Inc. declared a quarterly
cash dividend of $0.12 per share of the company's common stock,
payable on Aug. 15, 2017, to shareholders of record on Aug. 1,
2017.
About Ally Financial Inc.
Ally Financial Inc. (NYSE: ALLY) (formerly GMAC Inc.) is a digital
financial services company and a top 25 U.S. financial holding
company offering financial products for consumers, businesses,
automotive dealers and corporate clients. Ally's legacy dates back
to 1919, and the company was redesigned in 2009 with a distinctive
brand, innovative approach and relentless focus on its customers.
Ally has an award-winning online bank (Ally Bank Member FDIC and
Equal Housing Lender), which offers deposit, mortgage and credit
card products, one of the largest full service auto finance
operations in the country, a complementary auto-focused insurance
business, a growing digital wealth management and online brokerage
platform, and a trusted corporate finance business offering capital
for equity sponsors and middle-market companies. For more
information, visit the Ally press room at http://media.ally.comor
follow Ally on Twitter: @AllyFinancial.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
As of March 31, 2017, Ally had $162.10 billion in total assets,
$148.73 billion in total liabilities and $13.36 billion in total
equity. Ally reported net income of $1.1 billion for the year
ended Dec. 31, 2016, compared to net income of $1.28 billion for
the year ended Dec. 31, 2015.
As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it
revised its outlook on Ally Financial to stable from positive and
affirmed the 'BB+' long-term issuer credit rating. "The revised
outlook reflects weakening credit conditions in the
vehicle finance industry, in our view, which represents the
majority of Ally's business," said S&P Global Ratings credit
analyst Matthew Carroll.
As reported by the TCR on Oct. 3, 2016, Fitch Ratings has affirmed
Ally Financial's Long-Term Issuer Default Rating at 'BB+',
Viability Rating (VR) and 'bb+' and Short-Term IDR at 'B'. The
Rating Outlook is Stable. The rating actions have been taken as
part of Fitch's periodic peer review of U.S. consumer
lending-focused internet banks, which comprises four publicly rated
firms.
ALUMINUM EXTRUSIONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Aluminum Extrusions, Inc.
P.O. Box 886
Senatobia, MS 38668
Business Description: Established in 1993, Aluminum Extrusions --
http://aluminumextrusionsinc.com--
offers a complete set of services that range
from extrusion, painting, fabrication,
packaging and shipping of aluminum.
The Company's facility is located in
Senatobia, MS -- a mere 30 miles south of
Memphis, TN. Its facility consists of six
departments that focus on different aspects
of production.
Chapter 11 Petition Date: July 21, 2017
Case No.: 17-12693
Court: United States Bankruptcy Court
Northern District of Mississippi (Aberdeen)
Judge: Hon. Jason D. Woodard
Debtor's Counsel: Michael P. Coury, Esq.
GLANKLER BROWN PLLC
Suite 400
6000 Poplar Avenue
Memphis, TN 38119
Tel: 901-525-1322
Fax: 901-525-2389
E-mail: mcoury@glankler.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John C. King, president.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/msnb17-12693.pdf
ANDROS DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Andros Development Corporation
as of July 21, according to a court docket.
About Andros Development Corp.
Based in Coral Gables, Florida, Andros Development Corp. owns a
vacant lot located at 3560 Grand Ave Miami, Florida, valued at
$818,750. Each of Julio C. Marrero and Orlando Benitez, Jr. owns a
45% equity stake in the Debtor. The other 10% is held by Phillip
Muskat.
Andros Development is an affiliate of Grand Abbaco Development of
Village West Corp and Nassau Development of Village West, Corp.,
each of which filed for bankruptcy protection on March 27, 2016,
and Oct. 2, 2015, respectively.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 17-13760) on March 28, 2017. The
petition was signed by Phillip Muskat, officer and shareholder.
At the time of the filing, the Debtor disclosed $1.64 million in
assets and $5.53 million in liabilities.
The case is assigned to Judge Laurel M. Isicoff.
ANTHONY LAWRENCE: Exclusive Plan Filing Period Extended to Nov. 16
------------------------------------------------------------------
The Exclusive Periods set forth in Section 1121 of the Bankruptcy
Code are extended through and including November 16, 2017, for
Anthony Lawrence of New York Inc.'s exclusive period within which
it may file a Plan; and January 16, 2018, for the Debtor's
exclusive period within which it may solicit acceptances of the
Plan, according to an order signed by Judge Elizabeth S. Stong of
the U.S. Bankruptcy Court for the Eastern District of New York.
As previously reported by The Troubled Company Reporter, the Debtor
told the Court that it has spent a significant amount of its time
focusing on its litigation with former counsel in the pending
adversary proceeding, which has taken a significant amount of time
away from moving forward with confirming a chapter 11 plan.
The Debtor said that while the matter has been settled in
principle, the Parties have spent time hammering out the
Stipulation of Settlement, which does not seem like it will be
finalized soon.
About Anthony Lawrence of New York, Inc.
Headquartered in Long Island City, New Yok, Anthony Lawrence of
New
York, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-44702) on Oct. 15, 2015, estimating its
assets
at up to $50,000 and its liabilities at between $1 million and $10
million. The petition was signed by Joseph J. Calagna, president.
Judge Elizabeth S. Stong presides over the case.
The Debtor is engaged in the business of custom manufacturing of
furniture and window treatments for the wholesale market only.
James P Pagano, Esq., was formerly tapped to serve as the Debtor's
bankruptcy counsel. The Law Office of Rachel S. Blumenfeld PLLC
now represents the Debtor.
No trustee or examiner has been appointed in this Chapter 11 case.
No Committee of Unsecured Creditors has been appointed in this
case.
ARMADA LEASING: Sets Sale Procedures for Equipment
--------------------------------------------------
Armada Leasing, LLC, and High Country Transportation, Inc. ("HCT"),
ask the U.S. Bankruptcy Court for the Northern District of Texas to
authorize sale procedures in connection with their private sale of
equipment.
The Debtors' operations include three different divisions utilizing
227 trucks -- including leased APU units installed in certain
trucks -- and 158 trailers ("Equipment"). Their Equipment is
financed through a combination of installment contracts and leasing
agreements ("Pre-Petition Agreements") with various equipment
finance companies, including Daimler Truck Financial, VFS US, LLC
and affiliates, Banc of America Leasing & Capital, as assignee for
Volvo, Everbank Commercial Finance, as assignee for Volvo, Paccar
Financial Corp. and affiliates, MHC Financial Services, Inc. and
affiliates, People's Capital and Leasing Corp., BMO Financial, as
assignee for General Electric Capital Corp., Signature Financial,
1st Source Bank, Delores State Bank, Merchants Capital Resources,
Scottrade Bank Equipment Finance, Webster Capital Finance,
Financial Pacific Leasing, as assignee for Lease Corporation of
America, m2Lease Funds, as assignee of One World Business Finance,
LLC, Lease Corp. America, One World Business Finance, LLC, Chase
Auto Finance, and Ford Motor Credit Company, LLC ("Secured
Lender(s)"). A number of these equipment financing agreements are
with Armada, who in turn sub-leases equipment to HCT and various
independent contractors.
Part of the Debtors' prepetition restructuring efforts involved a
partial exit of the Dry Van Division to discontinue employing
company drivers and, instead, focus solely on contract drivers and
a reduction in their remaining fleet. To that end, the Debtors
have engaged in a prepetition marketing process to strategically
sell various pieces of their Equipment and have also negotiated
voluntary surrenders of secured collateral to respective Secured
Lenders.
The Debtors' Chapter 11 petitions were filed because the Debtors
were unsuccessful in finalizing an out of bankruptcy restructure of
their lease agreements with Paccar. In furtherance of the Debtors'
efforts to right-size their business, they intend to continue their
prepetition efforts to sale or otherwise voluntarily surrender
certain Equipment through a uniform notice and sale process that
will minimize the administrative costs associated with the Chapter
11 cases.
The Debtors ask authority to market for private sale its Equipment
according to noticing procedures. Upon the identification of a
buyer for any specific piece or set of Equipment and the Debtors'
agreement to sell such Equipment, they will file and serve a Notice
of Proposed Sale and a proposed Sale Order. Each proposed Sale
Order will, inter alia, provide for: (i) the approval of the
Proposed Sale to be consummated and the transferee to take the
tractor and/or trailer free and clear of any liens, encumbrances,
rights or interests; and (ii) that proceeds of a Proposed Sale will
be applied first to pay any applicable Secured Lender claims with
any remainder to the Debtors.
Parties-in-interest will have seven days following the filing of a
Notice of Proposed Sale to object to a Proposed Sale or a proposed
Sale Order. Upon expiration of seven days following the filing of
a Notice of Proposed Sale, if no objection is filed, the Court will
enter a Sale Order. If an objection is filed, the Court will set a
hearing on the Proposed Sale as soon as is practicable.
For Equipment that the Debtors do not wish to continue to utilize
in the course of their business and for which they cannot find a
willing purchaser at an agreed price, they ask that the automatic
stay be modified to permit them to voluntarily surrender such
equipment to the respective Secured Lenders holding security
interests in such Equipment ("Voluntary Surrender"). Upon the
agreement of the Debtors and a Secured Lender to surrender
Equipment, the Debtors will file a Notice of Proposed Surrender and
proposed order modifying the automatic stay to permit the Voluntary
Surrender ("Surrender Order"). Each proposed Surrender Order will,
inter alia, provide: (i) modification of the automatic stay to
permit a Voluntary Surrender; (ii) to the extent applicable, such
Voluntary Surrender will be deemed to constitute a valid rejection
of any unexpired lease or executory contract solely as such lease
pertains to surrendered Equipment; (iii) an order requiring the
Debtors to return the subject Equipment to the Secured Lender to be
sold and/or disposed of in a commercially reasonable manner; (iv)
waiving the Debtors' right to any further notice prior to such
commercially reasonable sale; and (v) modification/termination of
the automatic stay to permit the Secured Lender to sell any
surrendered Equipment and apply the proceeds of such sale to their
claim.
Parties-in-interest will have seven days following the filing of a
Notice of Proposed Surrender to object to a Voluntary Surrender or
a proposed Surrender Order. Upon expiration of seven days
following the filing of a Notice of Proposed Surrender; if no
objection is filed the Court will enter the Surrender Order. If an
objection is filed, the Court will set a hearing on the Voluntary
Surrender as soon as is practicable.
Until such time as the Debtors' Equipment is either sold in
accordance with the Sale Procedures set forth or voluntarily
surrendered, they propose to use such Equipment in accordance with
their prepetition practices. As adequate protection for such use,
the Debtors propose to make monthly installment payments in such
amount as is provided in the Pre-Petition Agreements ("Monthly
Installments"). As further adequate protection, to the extent that
any Equipment is sub-leased by a Debtor for an amount exceeding the
Monthly Installments ("Surplus"), such Surplus will be remitted to
the applicable Secured Lender for application against such Secured
Lenders' claim.
A copy of the proposed Notices attached to the Motion is available
for free at:
http://bankrupt.com/misc/Armada_Leasing_38_Sales.pdf
The Debtors have an immediate and pressing need to reduce operating
costs and right-size their operations. The relief requested will
allow them to do so in a cost-efficient and timely manner. Given
the number of Secured Lenders and the size of their Equipment
fleet, the proposed procedures are necessary to avoid undue
litigation and/or administrative expenses. Accordingly, the
Debtors ask the Court to approve the relief sought.
Due to the urgency of the circumstances surrounding the Motion and
the nature of the relief requested, the Debtors respectfully submit
that no further notice of the Motion is required. Accordingly, the
Debtors submit that ample cause exists to justify a waiver of the
14-day stay imposed by Bankruptcy Rule 6004(h).
About High Country Transportation
Founded in 1985, Dallas, Texas-based High Country Transportation,
Inc., is in the trucking industry. HCT operates in three
divisions, namely: the over-the-road hopperbottom division which
focuses on serving shippers in the Midwest, Texas and Western 11
states; the dedicated dry bulk division which operates in Colorado
and New Mexico and actively seeks new opportunities in the West,
Midwest and Texas; and the Freedom over-the-road dry van division
which focuses on helping contractors who also have the
entrepreneurial drive to create their own trucking business. HCT
is an affiliate of Armada Leasing, LLC.
HCT filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex.
Case No. 17-32503) on June 29, 2017, estimating its assets and
liabilities at between $10 million and $50 million each. The
petition was signed by Kirk Crowley, vice president and authorized
officer.
Judge Harlin DeWayne Hale presides over the case.
Matthew S. Okin, Esq., at Okin Adams LLP, serves as the Debtor's
bankruptcy counsel.
About Armada Leasing
Headquartered in Dallas, Texas, Armada Leasing, LLC --
http://www.highcountrytrans.com-- is a Nevada limited liability
company that specializes in leasing trucks to owner-operators.
Trucks for lease include Freightliner Cascadia (2014-2016 Model
Years), Kenworth T680 (2015-2016 Model Years), Peterbilt 579
(2014-2016 Model Years), Volvo VNL730 (2015-2016 Model Years) and
Volvo VNL630 (2014 Model Year).
Armada Leasing filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 17-32498) on June 29, 2017, estimating its
assets at between $1 million and $10 million and its liabilities at
between $10 million and $50 million. The petition was signed by
Kirk Crowley, managing member.
Judge Stacey G. Jernigan presides over the case.
Matthew S. Okin, Esq., at Okin Adams LLP, serves as the Debtor's
bankruptcy counsel. BVA Group is the Debtor's financial advisor.
AXIOM WORLDWIDE: Exclusive Plan Filing Deadline Moved to Sept. 30
------------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has extended, at the behest of Axiom Worldwide
Inc., the exclusivity period for the Debtor to file a Chapter 11
plan and disclosure statement to Sept. 30, 2017.
As reported by the Troubled Company Reporter on June 9, 2017, the
Debtor asked for an additional 60 days extension of the time to
file its Disclosure Statement and Plan. The Court had previously
set a second deadline of June 5, 2017, in which to file a Plan and
Disclosure Statement.
About Axiom Worldwide, Inc.
Axiom Worldwide, Inc., manufactures and distributes non-surgical
medical equipment for healthcare providers/practitioners.
Axiom Worldwide Inc. filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 16-10078) on November 27, 2016, listing assets under
$50,000 and liabilities estimated between $100,000 to $500,000.
The petition was signed by James Gibson Jr., president.
The Debtor is represented by Frank A. Principe, Esq., as counsel.
AYTU BIOSCIENCE: Files Financial Statements of Nuelle Inc.
----------------------------------------------------------
Aytu Bioscience, Inc., filed a Current Report on Form 8-K on May 9,
2017, disclosing that it had consummated its acquisition of Nuelle,
Inc. as the Company's wholly owned subsidiary pursuant to the
merger agreement dated May 3, 2017.
On July 20, 2017, the Company filed an amendment to the Original
Form 8-K for the purpose of satisfying its undertaking to file the
financial statements and pro forma financial statements required by
Item 9.01 of Form 8-K.
For the nine months ended March 31, 2017, Nuelle reported a net
loss of $3.65 million on $227,618 of revenues. Nuelle reported a
net loss of $10.45 million on $793,548 of revenues for the year
ended June 30, 2016. As of March 31, 2017, Nuelle had $2.38
million in total assets, $8.33 million in total liabilities and a
total stockholders' deficit of $5.95 million.
Aytu BioScience, Inc. and Nuelle, Inc.'s Unaudited Pro Forma
combined statement of operations shows a net loss of $19.05 million
on $2.61 million of total revenue for the nine months ended March
31, 2017. As of March 31, 2017, the Pro Forma Combined balane
sheet shows $19.71 million in total assets, $9.35 million in total
liabilities and $10.35 million in total stockholders' equity.
About Aytu Bioscience
Aytu BioScience, Inc. (OTCMKTS:AYTU) is a commercial-stage
specialty healthcare company concentrating on developing and
commercializing products with an initial focus on urological
diseases and conditions. Aytu is currently focused on addressing
significant medical needs in the areas of urological cancers,
hypogonadism, urinary tract infections, male infertility, and
sexual dysfunction.
Aytu Bioscience reported a net loss of $28.18 million for the year
ended June 30, 2016, following a net loss of $7.72 million for the
year ended June 30, 2015.
As of March 31, 2017, Aytu had $15.91 million in total assets,
$7.39 million in total liabilities and $8.52 million in total
stockholders' equity.
EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about the Company's ability to continue as a
going concern.
BEAULIEU GROUP: U.S. Trustee Forms 7-Member Committee
-----------------------------------------------------
The Office of the U.S. Trustee on July 21 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Beaulieu Group, LLC and its affiliates.
The committee members are:
(1) Peter Argiriou
BASF
100 Park Avenue
Florham Park, NJ 07932
Phone: (973) 245-6577
Email: peter.argirou@basf.com
(2) Braun's Express
Cynthia Normandin
10 Tandem Way
Hopedale, MA 01747
Phone: (508) 479-5405
Email: cnormandin@braunsexpress.com
(3) Brian Goble
Solution Dyed Technologies
P.O. Box 1770
Dalton, GA 30722
Phone: (706) 280-9143
Email: bgoble@solutiondyedtech.com
(4) William Smith
U.S. Floors Inc.
3580 Corporate Drive
Dalton, GA 30721
Phone: (706) 621-2907
Email: wsmith@usfloorsll.com
(5) Alanna Nelson
Art Guild Inc.
300 Wolf Drive
West Deptford, NJ 08086
Phone: (856) 853-7500
Email: anelson@artguild.com
(6) Brian Mitteldorf, as agent for
Zhejiang Kingdom Plastics
c/o Creditors Adjustment Bureau
14226 Ventura Boulevard
Sherman Oaks, CA 91423
Phone: (818) 990-4800
Email: blm@cabcollects.com
(7) Colin Dunn
Syntec Industries LLC
438 Lavender Drive
Rome, GA 30165
Phone: (706) 235-1158
Email: cdunn@syntecind.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Beaulieu Group
Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens,
Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a
privately-owned American company that manufactures and distributes
high-end quality products in carpet, engineered hardwood, laminate
and luxury vinyl. Beaulieu Group has 2,500 full and part-time
hourly and salaried employees.
Beaulieu Group, LLC, along with the 2 other debtors, filed
voluntary petitions seeking relief under the provisions of Chapter
11 of the United States Bankruptcy Code (Bankr. N.D. Ga. Lead Case
No. 17-41677) on July 16, 2017. The cases are pending before the
Honorable Judge Mary Grace Diehl. The Debtors continues to operate
their businesses and manage their properties as a
Debtors-in-Possession.
Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel.
McGuireWoods is the special corporate counsel and Armory Strategic
Partners is the restructuring advisor. American Legal Claim
Services, LLC, is the claims and noticing agent and maintains the
Web site https://www.americanlegal.com/beaulieu
BLACK MOUNTAIN GOLF: Needs Time to Complete Valuation, File Plan
----------------------------------------------------------------
Black Mountain Golf & Country Club requests the U.S. Bankruptcy
Court for the District of Nevada to extend the exclusive periods to
file and to solicit acceptances to its plan of reorganization from
July 28 through September 30, 2017, and through January 31, 2018
for confirmation of its plan.
The Debtor relates that the Court has entered an Order on June 23,
granting the Application for Retention and Payment of Valuation
Consultants as Appraiser for the Debtor. As such, the Debtor seeks
an extension in order to successfully complete the appraisal of the
Founder's 9 Golf Course, as valuation of said property is essential
to the Debtor's drafting a Plan of Reorganization.
About Black Mountain Golf & Country Club
Based in Henderson, Nevada, Black Mountain Golf & Country Club is a
member-owned golf facility open to the public. The Company is
non-profit corporation and a tax-exempt entity.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-11540) on March 30, 2017. The
petition was signed by Larry Tindall, president. At the time of
the filing, the Debtor estimated its assets at $10 million to $50
million and debts at $1 million to $10 million.
The case is assigned to Judge Bruce T. Beesley. Morris Polich &
Purdy LLP is the Debtor's legal counsel. The Debtor employed
Coffey & Rader CPA as its accountant and Harper Appraisal, Inc., as
appraiser. The Debtor hires Ray Fredericksen of Per4mance
Engineering in connection with its efforts to rezone its property.
No request has been made for the appointment of a trustee or
examiner, and no official committees have been appointed in this
Chapter 11 case.
BLUE STAR: Court Moves Exclusive Plan Filing Deadline to August 18
------------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland extended the exclusive period during which
only Blue Star Group, Inc. and its affiliates may file a plan of
reorganization and solicit acceptances thereto through and
including August 18, 2017, and October 17, 2017, respectively.
The Troubled Company Reporter has earlier reported that the Debtors
sought exclusivity extension, saying the size and complexity of its
case alone supports a finding of cause to extend the Exclusive
Periods. As reflected in the schedules filed in this case, these
six jointly administered Chapter 11 proceedings involve several
million dollars in assets and roughly $6 million in liabilities.
Since the Petition Date, the Debtors continued to operate in a
slightly profitable manner. Initially, the Debtors told the Court
that it they had determined that the best means to be able to
reorganize and repay creditors in full would be through Lease-Sale
Programs with respect to both Vehicles and Passenger Vehicle
Licenses (PVLs). On March 9, 2017, the Court entered an Order
Granting Debtors' motion for authority to operate Lease-Sale
Programs with respect to Passenger Vehicle Licenses and Vehicles.
However, the Debtors told the Court that while the Lease-Sale
Programs had continued to generate some driver interest, the
Lease-Programs have failed to meet the Debtors' expectations.
Consequently, the Debtors said that they have decided to
investigate other options to repay creditors. The Debtors also said
that they have explored selling their business as a going concern.
The Debtors contended that they were currently in discussions with
two potential buyers and are hopeful that these discussions will
result in a substantial offer that will provide the Debtors with a
viable alternative in the event that the Lease-Sales Programs
continue to lag. The Debtors said that in such circumstances, it
would be premature to expect the Debtors to be in a position at
this time to file Plans of Reorganization. The Debtors asserted
that the short additional extension of the Exclusive Periods will
provide the Debtors with a better gauge as to whether a sale as a
going concern will generate a larger repayment to creditors than
continuing with the Lease-Sale Programs.
About Blue Star Group
Blue Star Group, Inc., Barwood, Inc., Checker Transportation
Company, Inc., City Lease, Inc., Fleet Tech, Inc., and Silver
Spring Transportation Company, each filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead
Case No. 16-26548) on Dec. 20, 2016. The petitions were signed by
Lee Barnes, president. The cases are assigned to Judge Thomas J.
Catliota.
The Debtors are represented by Alan M. Grochal, Esq., Marissa K
Lilja, Esq., and Joseph Michael Selba, Esq., of Tydings &
Rosenberg, LLP.
As of Dec. 31, 2015, the Debtors and certain non-debtor driver
partners had approximately $4.5 million in assets and approximately
$5.4 million in liabilities. The Debtors have 57 employees as of
the bankruptcy filing.
In its petition, Blue Star Group listed under $50,000 in assets and
under $10 million in liabilities. Barwood Inc. listed under $10
million in assets, and under $500,000 in liabilities. Fleet Tech
listed under $100,000 in both assets and liabilities.
The Debtors hire Suzanne Sparrow as financial advisor, SKMB, P.A.,
as accountant.
By order entered Dec. 22, 2016, the Court granted the Debtors'
emergency motion for entry of an order Pursuant to Rule 1015(b) of
the Federal Rules of Bankruptcy Procedure directing Joint
Administration of the Debtors' reorganization cases, with the case
of Blue Star Group, Inc., to serve as the lead case.
The Office of the U.S. Trustee on Jan. 23, 2017, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 cases of Blue Star Group, Inc. and
its affiliates.
BRITISH MOTORCARS: Wants Exclusivity Period Extended to Oct. 18
---------------------------------------------------------------
British Motorcars Ventura, Inc., asks the U.S. Bankruptcy Court for
the Central District of California to extend the exclusivity
periods for the Debtor to file a plan and obtain acceptance thereof
for 120 days from July 20 and Sept. 18, 2017, respectively, to Oct.
18 and Dec. 18, 2017, respectively.
British Motorcars Ventura believes that good cause exists to extend
the exclusivity periods because, among other things:
(1) the Debtor has taken numerous steps to stabilize
operations and lay the foundation for the confirmation
of a plan that benefits all parties in interest,
(2) on June 28, 2017, the Debtor filed its Disclosure
Statement describing the Debtor's Plan of Reorganization
dated June 28, 2017, and Plan of Reorganization dated
June 28, 2017, which provides for, among other things:
(a) the payment of all allowed claims in full, and
(b) in addition to payments on their allowed claims for
loans to the Debtor, payments to the Debtor's
minority equity holders, whose equity interests will
be cancelled under the Plan, equal to their initial
equity contributions to the Debtor,
(3) this is the Debtor's first request for an extension of
the exclusivity periods,
(4) the Debtor is current on all post-petition payment
obligations, and
(5) the Debtor is current on all material reporting
requirements under the U.S. Bankruptcy Code, Bankruptcy
Rules and Guidelines of the Office of the U.S. Trustee.
The Debtor intends to exit its bankruptcy case pursuant to a
reorganization plan that benefits all parties in interest. On June
28, 2017, the Debtor filed its Disclosure Statement and Plan. The
Plan is a reorganization plan, which provides for, among other
things:
(1) secured creditors to retain their liens and continue to
be paid on contract terms from the Debtor's revenue,
(2) a new value cash contribution in the amount of $2.750
million and a subordinated secured loan in the amount of
$2,526,958.59 from Sterling for a total of $5,276,958.59
sufficient to
(a) pay in full, or fund payment in full, without
interest, all allowed administrative, priority, and
general unsecured claims, with the exception of the
(i) the general unsecured claim of the party that
sold the business to the Debtor and took
carryback financing, whose claim will be
cured and reinstated on the effective date of
the Plan and who, thereafter, will receive
payments on contract terms from the Debtor's
revenue, and
(ii) the claim of Philip D. Vass, the Debtor's
majority shareholder, President, Chief
Executive Officer, and General Manager, who
will waive $940,412 of the $1,665,412 his
claim, as well as any right to payment on his
$400,000 equity contribution, as his new
value contribution, but receive $725,000 in
payments for the balance of the Vass Claim
and
(b) make a $1 million distribution to the Debtor's
minority shareholders, which equals their principal
capital contributions to the Debtor -- $250,000 on
the Effective Date and $250,000 on the first,
second, and third anniversaries of the Effective
Date,
(3) with the exceptions in item (2), on the Effective Date,
payment in full, or funding for payment in full, without
interest, of all allowed administrative, priority, and
general unsecured claims,
(4) the Debtor's current equity interests being cancelled
and Sterling receiving 80% of the Debtor's new equity
interests in exchange for the NV Cash Contribution and
Vass receiving 20% of the Debtor's new equity interests
in exchange for the Vass NV Contribution, and
(5) the continuation of the Debtor's business under the new
ownership structure.
Also on June 28, 2017, the Debtor filed its motion to approve the
Disclosure Statement and to set dates and deadlines regarding
confirmation of the Plan. A hearing on the adequacy of the
Disclosure Statement is set for Aug. 9, 2017. At that hearing,
assuming the Disclosure Statement is approved, the Debtor intends
to seek to have a confirmation hearing in mid-September so that the
Plan can go effective in early October.
The Debtor's case is relatively large based on between
approximately $7 million and $10 million in monthly income and
disbursements. The Debtor's case is also relatively complex as
evidenced by the cash collateral and financing issues that took up
a large amount of time in the early stages of the case. Moreover,
as with the starting stages of most every Chapter 11 case, the
initiation of the Debtor's Chapter 11 case was accompanied by
substantial administrative, procedural, and substantive
requirements that the Debtor had to deal with, including Chapter 11
compliance, meetings with the Office of the U.S. Trustee,
substantive and procedural motions, including financing motions, a
utility motion, a motion to pay taxes, as well as applications to
employ professionals.
The Debtor already formulated a Plan and, on June 28, 2017, the
Debtor filed its Disclosure Statement, Plan and DS Motion to
approve the Disclosure Statement. If confirmed, the Plan will
benefit all parties in interest and achieve results that are rare
in Chapter 11 cases. That is, the Plan provides for, among other
things, (a) the payment of all allowed claims in full (some without
interest) and (b) in addition to payments on their allowed claims
for loans to the Debtor, payments to the Debtor's minority equity
holders, whose equity interests will be cancelled under the Plan,
equal to their initial equity contributions to the Debtor.
The Debtor believes that it has satisfied all post-petition
obligations to its creditors and paid all Office of the U.S.
Trustee quarterly fees.
About British Motorcars Ventura
Located in Ventura, California, British Motorcars Ventura, Inc.
-- http://www.landroverjaguarventura.com/-- is a small
organization in the new and used car dealers industry. It opened
its doors in 2010 and now has an estimated $2.7 million in yearly
revenue and approximately 12 employees.
The Debtor filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
17-10489) on March 22, 2017. In its petition, the Debtor estimated
$1 million to $10 million in both assets and liabilities. The
petition was signed by Philip D. Vass, president.
The Hon. Peter Carroll presides over the case. Levene Neale Bender
Yoo & Brill, LLP, represents the Debtor as bankruptcy counsel. The
Debtor hired McQueen & Ashman LLP, as special corporate and
litigation counsel.
An official committee of unsecured creditors has been appointed in
the Debtor's case.
BUILDERS FIRSTSOURCE: S&P Affirms 'B+' CCR & Alters Outlook to Pos.
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Builders FirstSource Inc.
to positive from stable. S&P said, "We also affirmed all ratings,
including the 'B+' corporate credit rating, on the company.
"The affirmation of our 'B+' corporate credit rating on Builders
FirstSource and our revision of the outlook to positive from stable
reflect the improvement in operating earnings and debt leverage
over the past year. Furthermore, we expect that this improving
trend will continue for the remainder of 2017 and into 2018 based
on our forecast for continued growth in housing starts and slightly
better EBITDA margins for the company due to product mix.
"The positive outlook reflects our view that the rating on Builders
FirstSource could be raised to 'BB-' within the next 12 months if
the company continues to benefit from expected modest growth in
U.S. residential construction.
"We would raise the rating should the company reduce leverage to
less than 4x and we believed that it would remain below that level
going forward. We believe this could occur under the scenario of
continued modest residential construction activity and low-to-mid
single-digit sales growth for Builders over the next 12 months.
"We could revise the outlook to stable if Builders FirstSource's
management adopted more aggressive financial policies--such as
leveraged share repurchases or debt-financed acquisitions--such
that leverage remained in the 4x-5x range over the next 12 months.
Alternatively, an unexpected softening in residential construction
activity could have the same effect on sales and EBITDA generation,
also leading to such an event. Specifically, a sales decline in
excess of 7% or a 50-basis-point compression in EBITDA margin over
the next 12 months could lead to a revision of the company's
outlook to stable."
BURGESS MACHINERY: Wants Plan Filing Deadline Moved to Dec. 21
--------------------------------------------------------------
Burgess Machinery, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Indiana for an additional 120 days to and
including Dec. 21, 2017, to make the necessary changes to its
business operation to submit a disclosure statement and plan of
reorganization.
The Court entered an order requiring the Debtor to file a plan and
disclosure statement within 180 days which is approximately Aug.
23, 2017. The Debtor has an exclusivity period pursuant to 11
U.S.C. Section 1121 of 180 days from the petition date within which
to file a plan.
Burgess Machinery assures the Court that the interests of all
parties are best served by allowing the Debtor an extension of time
within which to file the plan and disclosure statement, as well as
an extension of time for the exclusivity period so as to be able to
submit a feasible plan of reorganization.
About Burgess Machinery
Headquartered in Indianapolis, Indiana, Burgess Machinery, LLC,
owns and operates its business as a heavy equipment servicer, heavy
equipment rentals, parts and sales. In addition, Burgess provides
shop and field service on most construction equipment as well as
material handlers.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 17-01019) on Feb. 24, 2017, estimating its assets at
between $1 million and $10 million. Judge James M. Carr presides
over the case. The petition was signed by Doyle Burgess,
owner/managing member. David R. Krebs, Esq., at Hester Baker Krebs
LLC serves as the Debtor's bankruptcy counsel.
CAPITOL STATION: U.S. Trustee Forms 4-Member Committee
------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for the Eastern District of
California, on July 20 appointed four creditors to serve on the
official committee of unsecured creditors in the Chapter 11 cases
of Capitol Station 65, LLC, et al.
The committee members are:
(1) Nehemiah Community Reinvestment Enterprises, LLC
Attn: Erik Grotte, CFO
640 Bercut Drive, Suite A
Sacramento, CA 95811
Tel: (916) 231-1739
E-mail: egrotte@nehemiahcorp.org
(2) Greenfield Communications, Inc.
Attn: Mike Powers, CEO
34112 Violet Lantern Street, Suite C
Dana Point, CA 92629-6519
Tel: (949) 248-8898
E-mail: mpowers@egreenfield.com
(3) NV5, Inc.
Attn: Berta Alonso, Project Finance Director
200 South Park Road, Suite 350
Hollywood, FL 33021
Tel: (954) 526-3052
E-mail: berta.alonso@nv5.com
(4) Project Management Applications, Inc.
Attn: Gary Albertson, President
1450 Harbor Boulevard, Suite F
West Sacramento, CA 95691
Tel: (916) 769-6464
E-mail: galbertson@pmasacramento.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Capitol Station 65
Capitol Station 65 LLC, Capitol Station Holdings LLC, Capitol
Station Member LLC, and Township Nine Owners LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case Nos.
17-23627 to 17-23630) on May 30, 2017. Suneet Singal, chief
executive officer, signed the petitions.
At the time of the filing, the Debtors estimated its assets at $50
million to $100 million and debts at $10 million to $50 million.
Judge Christopher D. Jaime presides over the cases.
Gregory C. Nuti, Esq., Christopher H. Hart, Esq., and Kevin W.
Coleman, Esq., at Nuti Hart LLP serve as the Debtors' legal
counsel.
CARL MERKLE: Pilgrim, CCSC Did Not Violate Deed of Trust
--------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas granted respondents Pilgrim REO, LLC, and
Party-in-Interest Capital Crossing Servicing Company, LLC's motion
to dismiss Debtor Carl N. Merkle's counterclaims pursuant to Fed.
R. Civ. P. 12 (b)(6) for failure to state a claim upon which relief
can be granted.
The Debtor's counterclaims relate to the Debtor's assertion that
Respondents have violated the Deed of Trust and applicable Texas
law. Debtor asserts that: (1) there has been a breach of the Deed
of Trust: (2) that Respondents did not give Debtor proper notice of
foreclosure under Tex. Prop. Code Ann. section 51.002; and (3) that
the Respondents incorrectly applied the insurance proceeds from a
fire damaging several of the apartment units in a manner
inconsistent with the Deed of Trust. The parties offer differing
views as to how the Court should analyze the Deed of Trust as it
relates to the Debtor's counterclaims.
The Debtor asserts that Respondents did not follow the notice
provisions under section 51 of the Texas Property Code for
acceleration and notice of sale under the Deed of Trust. The Debtor
contends that he was entitled to at least 20 days' notice, whereas
Respondents assert that Debtor was provided more than the 10 days
prescribed in the Deed of Trust. Respondents contend that Debtor is
not entitled to relief under the Property Code for a breach of the
deed of trust because the Property is a commercial building
purchased for commercial purposes. The notice provisions of section
51.002 of the Property Code only apply to residences. In the
Multifamily Note, Debtor "represent[ed]that the indebtedness
evidenced by this Note is being incurred by the undersigned solely
for the purpose of carrying on a business or commercial enterprise,
and not for personal, family, or household purposes." In the Deed
of Trust, Debtor represented and agreed that the proceeds of the
Note secured by the Deed of Trust were to be "used for business
purposes and that the principal obligation secured [thereby]
constitute[d] a business loan."
The Court recognizes that there is merit in the Debtor and
Respondents' positions. The Court finds, however, that the Deed of
Trust and Multifamily Note were intended for commercial and
business purposes. There is no ambiguity regarding the language of
the Note and Deed of Trust regarding the purchase and use of loan
for commercial purposes only. Debtor cannot unilaterally change the
basis of the loan and assert a personal residence of the property.
The fact that Debtor moved onto the property in 2012, and lived
there as a tenant, does not change the intended use of the
apartment complex into Debtor's residence. Moreover, the fact that
the Respondents knew Debtor was living there does not change the
basis of the loan. There is no evidence that the Lender gave any
written consent for Debtor to claim an apartment as his residence.
Debtor has an ownership interest in the property as a commercial
building, not a personal residence.
Further, the Court recognizes that Property Code section 51.002(d)
uses the term "residence" and not "homestead" in Property Code
section 51.002(d). As such, Debtor argues that any dwelling used as
a residence qualifies for protection under section 51.002(d). The
Court finds that such a construction of the statute impermissibly
expands the purpose of the statute. In the case at bar, the Court
finds that the purpose and intent of the Note and Deed of Trust is
commercial use only. As such, the Court finds that because Property
Code section 51.002(d) does not apply, the Debtor's claims for
relief for breaching the Deed of Trust fail, and must be dismissed
with prejudice.
The Debtor also raises two arguments regarding Respondents'
application of the insurance proceeds received from the insurance
carrier to compensate Debtor for fire damage to several units at
the apartment complex. First, Debtor argues that under the terms of
the Deed of Trust, Respondents were required to apply the insurance
proceeds to the Note delinquency. Second, had the insurance
proceeds been properly applied to the delinquency, Debtor would
have been current under the Note because Debtor contends that
Respondents had abandoned the acceleration of the Note by accepting
payments under the Note after acceleration.
After evaluating these arguments, Judge Gargotta sides with the
Respondents. The Court finds that even assuming that Debtor's
interpretation of the Deed of Trust required Respondents to apply
the insurance proceeds to the Debtor's delinquency on the Note, the
application of the insurance proceeds would not have cured the
balance due under the Note because the entire indebtedness was due
because the Note had been accelerated. Further, Debtor had
improperly encumbered the property with a second lien to his
ex-wife that Respondents had not consented.
For these reasons, Judge Gargotta orders that Respondent's Motion
to Dismiss is granted, and Debtor's Counterclaims are dismissed
with prejudice.
The bankruptcy case is In re: CARL N. MERKLE, Chapter 11, Debtor,
Case No. 16-50026-CAG (Bankr. W.D. Tex.).
A full-text copy of Judge Gargotta's Order is available at
https://is.gd/0AOVjB from Leagle.com.
Carl N Merkle, Debtor, represented by Ricardo Guerra, The Law
Offices of Rick Guerra.
About Carl Merkle
Carl N. Merkle is a licensed CPA who presently works in the
Non-profit affordable housing industry as an assistant controller.
In addition to his accounting work, the Debtor owns and operates
Northeast Village Apartments, which is the driving force behind
his Chapter 11 case. The Debtor's only residence is the Northeast
Village Apartments and he has resided there since April 2012.
Carl N. Merkle filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 16-50026) on Jan. 4, 2016. Ronald J. Smeberg,
Esq., of The Smeberg Law Firm, PLLC, represents the Debtor.
CHARLES BRELAND: Trustee's $975K Sale of Daphne Property Okayed
---------------------------------------------------------------
Judge Jerry C. Oldshue, Jr., of the U.S. Bankruptcy Court for the
Southern District of Alabama authorized the sale by A. Richard
Maples, the Chapter 11 Trustee for Charles K. Breland, Jr., of the
real property located at 6301 Monroe Street, Daphne, Baldwin
County, Alabama, for $975,000.
The sale is free and clear of any and all liens, claims, interests,
and encumbrances, and all liens, if any, will attach to the sale
proceeds in the order of their priority.
The Property consists of an office building with approximately
6,900 square feet, which is also referred to as Lot 1, Westbrook
Commercial Park.
At the closing, in return for delivery of a mortgage cancellation,
First Community Bank ("FCB") has agreed to accept payment of
$275,212 in principal, accrued interest through July 16, 2017 and
legal expenses through July 5, 2017, as set forth in FCB's limited
objection. The net sales proceeds will be paid to the Trustee at
closing, who will then remit to FCB the sum of $275,212.
The parties have agreed that in return for FCB's acceptance of
$275,212 in satisfaction of its mortgage lien upon consummation of
the sale within 60 days of entry of the Order, FCB's limited
objection to the sale is withdrawn, FCB waives its claim to the
accrual and payment of any additional interest, charges or legal
expense to which it may be entitled pursuant to the terms of the
loan documents; and the Trustee and Equity Trust Co. will, within
10 days of consummation of the sale, stipulate to the dismissal
with prejudice of FCB as a party defendant in the fraudulent
transfer action pending in the Circuit Court of Baldwin County,
Alabama styled Equity Trust Company, as custodian for the Benefit
of David E. Hudgens IRA# 41458 and Hudgens & Associates, LLC, vs.
Charles K. Breland, et al., Case No. CV-2016-900524.00.
The Trustee can be reached at:
A. Richard Maples, Jr., Esq.
MAPLES & FONTENOT, LLP
P.O. Box 1281
Mobile, AL 36633
E-mail: armaples@maplesfontenot.com
Charles K. Breland, Jr., sought Chapter 11 protection (Bankr. S.D.
Ala. Case No. 16-02272) on July 8, 2016. The Debtor tapped Robert
M. Galloway, Esq., at Galloway Wettermark Everest Rutens, as
counsel. A. Richard Maples was appointed as the Chapter 11 Trustee
for the Debtor.
CHARLES BRELAND: Trustee's Sale of Daphne Property for $975K Okayed
-------------------------------------------------------------------
Judge Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the
Southern District of Alabama authorized the sale by A. Richard
Maples, the Chapter 11 Trustee for Charles K. Breland, Jr., of the
real property located at 6301 Monroe Street, Daphne, Baldwin
County, Alabama to Southland Gulf, LLC, for $975,000.
A hearing on the Motion was held on July 11, 2017.
The sale is free and clear of any and all liens, claims, interests,
and encumbrances, and all liens, if any, will attach to the sale
proceeds in the order of their priority.
The Property consists of an office building with approximately
6,900 square feet, which is also referred to as Lot 1, Westbrook
Commercial Park.
At the closing, in return for delivery of a mortgage cancellation,
First Community Bank ("FCB") has agreed to accept payment of
$275,212 in principal, accrued interest through July 16, 2017 and
legal expenses through July 5, 2017, as set forth in FCB's limited
objection. The net sales proceeds will be paid to the Trustee at
closing, who will then remit to FCB the sum of $275,212.
The parties have agreed that in return for FCB's acceptance of
$275,212 in satisfaction of its mortgage lien upon consummation of
the sale within 60 days of entry of the Order, FCB's limited
objection to the sale is withdrawn, FCB waives its claim to the
accrual and payment of any additional interest, charges or legal
expense to which it may be entitled pursuant to the terms of the
loan documents; and the Trustee and Equity Trust Co. will, within
10 days of consummation of the sale, stipulate to the dismissal
with prejudice of FCB as a party defendant in the fraudulent
transfer action pending in the Circuit Court of Baldwin County,
Alabama styled Equity Trust Company, as custodian for the Benefit
of David E. Hudgens IRA# 41458 and Hudgens & Associates, LLC vs.
Charles K. Breland, et. al., case number CV-2016-900524.00.
Charles K. Breland, Jr. sought Chapter 11 protection (Bankr. S.D.
Ala. Case No. 16-02272) on July 8, 2016. The Debtor tapped Robert
M. Galloway, Esq., at Galloway Wettermark Everest Rutens as
counsel. A. Richard Maples was appointed as the Chapter 11 Trustee
for the Debtor.
CHARLES WALKER: Trustee's Auction of 7 Nashville Properties Okayed
------------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized John C. McLemore, Trustee,
for Charles E. Walker, to proceed with the sale at auction of seven
Nashville properties.
The Trustee can proceed with the auction of these properties at the
time and location indicated:
a. Sale No. 1 and 2:
i. Property Description: House and Lot at 2615 Joplin
Drive, Nashville, Tennessee; and Unimproved Lot at 0 Joplin Drive
(Lot No. 39 on the Plan of Thompson Lane Park Map & Parcel No.
119-11-0 109.900).
ii. Date: July 26, 2017 at 10:30 a.m.
iii. Location: On Site
iv. Terms of real Estate Sale: 20% earnest money to be paid
at the auction; balance at closing to be held within 30 days of the
auction.
v. 1st Lienholder: None
vi. Debtor(s) Statutory Exemption: None
b. Sale No. 3:
i. Property Description: Residential Condo at 811 A Sylvan
Street, Nashville, Tennessee
ii. Date: July 26, 2017 at 1:30 p.m.
iii. Location: On Site
iv. Terms of real Estate Sale: 20% earnest money to be paid
at the auction; balance at closing to be held within 30 days of the
auction.
v. 1st Lienholder: On July 12, 2016, First Freedom Bank
filed claims for $847,825 cross collateralized with other
properties. After the payment of the costs of sale, the net
proceeds will be paid to First Freedom Bank up to balance on note.
The Trustee paid January monthly adequate protection payments to
First Freedom Bank which will reduce the amount of the payoff. He
has requested an itemized payoff from the lender.
vi. Debtor(s) Statutory Exemption: None
c. Sale No. 4:
i. Property Description: House and lot at 1810 Branch St.,
Nashville, Tennessee
ii. Date: July 27, 2017 at 10:30 a.m.
iii. Location: On Site
iv. Terms of real Estate Sale: 20% earnest money to be paid
at the auction; balance at closing to be held within 30 days of the
auction.
v. 1st Lienholder: On July 12, 2016, First Freedom Bank
filed claims for $847,825 cross collateralized with other
properties. After the payment of the costs of sale, the net
proceeds will be paid to First Freedom Bank up to balance on note.
The Trustee paid January monthly adequate protection payments to
First Freedom Bank which will reduce the amount of the payoff. He
has requested an itemized payoff from the lender.
vi. Debtor(s) Statutory Exemption: None
d. Sale No. 5:
i. Property Description: House and lot at 917 Stockell
St., Nashville, Tennessee
ii. Date: July 27, 2017 at 1:30 p.m.
iii. Location: On Site
iv. Terms of real Estate Sale: 20% earnest money to be paid
at the auction; balance at closing to be held within 30 days of the
auction.
v. 1st Lienholder: On July 12, 2016, First Freedom Bank
filed claims for $847,825 cross collateralized with other
properties. After the payment of the costs of sale, the net
proceeds will be paid to First Freedom Bank up to balance on note.
The Trustee paid January monthly adequate protection payments to
First Freedom Bank which will reduce the amount of the payoff. He
has requested an itemized payoff from the lender.
vi. Debtor(s) Statutory Exemption: None
vii. The property will be sold subject to a residential
lease. The monthly rental payment of $1,395 is current. The lease
expires Nov. 15, 2017.
e. Sale No. 6 and 7:
i. Property Description: House and lot at 920 Morrison
Street, Nashville, Tennessee; and House and lot at 922 Morrison
Street, Nashville, Tennessee
ii. Date: July 29, 2017 at 10:30 a.m.
iii. Location: On Site
iv. Terms of real Estate Sale: 20% earnest money to be
paid at the auction; balance at closing to be held within 30 days
of the auction.
v. 1st Lienholder: None
vi. Debtor(s) Statutory Exemption: None
The Properties are to be sold pursuant to the provisions of 11
U.S.C. Section 363 and/or the provisions of the confirmed plan of
reorganization, free and clear of all liens with the liens that may
exist attaching to the proceeds of sale.
With regard to the properties located at 811 A Sylvan Street,
Nashville, Tennessee; 1810 Branch St., Nashville, Tennessee; and
917 Stockell St., Nashville, Tennessee, the proceeds from each sale
(after payment of the costs of sale, as detailed in the Motion to
Sell) will be distributed as follows: First proceeds will go to
the satisfaction of any outstanding taxes on the property. All
remaining proceeds will be paid to First Freedom Bank in partial
satisfaction of their $847,825 cross-collateralized claim. First
Freedom Bank will be authorized to credit bid on the property,
should it wish to do so. The Trustee will notify counsel for First
Freedom Bank by email, on the first business day following the
auction of this property, of the outcome of the auction First
Freedom Bank will have one full business day in which to object to
the outcome of the bankruptcy auction. If First Freedom Bank so
objects, it and the Trustee agree to file a joint notice requesting
a hearing from the Court on the next Tuesday docket to determine
whether the outcome of the bankruptcy sale is reasonable and in the
best interest of the estate.
The 14 day stay of the sale of these properties following entry of
the Order set out in FRBP 6004(h) is waived for good cause shown.
The Trustee will file a report of sale as required by FRBP
6004(f).
Charles E. Walker sought Chapter 11 protection (Bankr. W.D. Tenn.
Case No. 16-10413) on Feb. 29, 2016. Judge Ronald S. Mashburn is
the case judge. John C. McLemore was appointed as Chapter 11
trustee for the Debtor's estate.
CHINA FISHERY: Trustee Can Conduct Rule 2004 Discovery vs. HSBC-HK
------------------------------------------------------------------
William Brandt, the Court-appointed chapter 11 trustee of CFG Peru
Investments Pte. Ltd, filed a motion for order authorizing issuance
of subpoenas to Hongkong Shanghai Banking Corporation Limited
directing production of documents and examination of witnesses and
granting related relief. HSBC-HK opposed the motion.
Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York overruled HSBC-HK's objection and
granted the Trustee's motion.
Bankruptcy Rule 2004(a) provides that "[o]n motion of any party in
interest the court may order the examination of any entity." The
purpose of Rule 2004 is to permit a broad investigation into the
affairs of the debtor, and to "assist a party in interest in
determining the nature and extent of the bankruptcy estate,
revealing assets, examining transactions and assessing whether
wrongdoing has occurred."
As a court-appointed fiduciary in CFG Peru's case, the Trustee is a
party-in-interest with standing to conduct Rule 2004 discovery in
that case. He also has standing to seek Rule 2004 discovery in the
chapter 11 cases of China Fisheries International Limited, China
Fishery Group Limited, Smart Group Limited, and N.S. Hong
Investments (BVI) Limited because CFG Peru is a creditor of each of
those Debtors and the Trustee filed the CFG Proofs of Claim against
them.
HSBC-HK maintains that, as a "threshold matter," the Trustee should
be denied discovery since HSBC-HK has no relationship, contractual
or otherwise, with CFG Peru, that it is not, and never has been, a
creditor of CFG Peru, and that it did not file a claim against CFG
Peru. Judge Garrity finds no merit to that contention. Although the
Trustee was appointed only in CFG Peru's chapter 11 case, he filed
the Motion in the jointly-administered cases, including those of
CFIL, CFGL, Smart Group and N.S. Hong, and can investigate the
claims of competing creditors, like HSBC-HK, in those cases.
Moreover, and in any event, the scope of Rule 2004 extends beyond
the creditors of a debtor.
HSBC-HK also asserts that it should not be subjected to Rule 2004
discovery because the conduct that the Trustee seeks leave to
investigate amounts to lawful activity by HSBC-HK in courts outside
the United States that cannot serve as a basis for affirmative
relief against it in this Court. HSBC-HK contends that because the
matters that the Trustee seeks to investigate are "inextricably
tied to conduct and events that occurred in foreign jurisdictions
and involved foreign parties and assets, there is considerable
doubt as to whether any suits arising from the Trustee’s
investigation could be heard by a U.S. court."
However, in assessing the merits of the Motion, the Court need not
consider the defenses to claims that the Trustee may assert against
HSBC-HK using the fruits of the discovery unless it would be "a
foregone conclusion that the [T]rustee will be precluded from
enforcing its remedies against [HSBC-HK]." HSBC-HK has made no such
showing. Application of the principles of comity and forum non
conveniens is discretionary with the Court and will turn on the
particular facts and circumstances of the matters, if any, put
before the Court by the Trustee.
To that end, the Court is well aware of the importance that the
Second Circuit attaches to judicial deference to foreign bankruptcy
proceedings. Nonetheless, there is simply no basis for applying
those principles to deny the Trustee's request to obtain Rule 2004
discovery from HSBC-HK.
In addition, HSBC-HK contends that the Motion must be denied
because the discovery "topics" listed in the Motion that the
Trustee intends to focus on are objectionable because: (1) they are
vague and/or overbroad; (2) they seek information from HSBC-HK that
could and should be more easily obtained directly from the Debtors;
(3) they seek information that is in the possession of other
parties, including parties such as the JPLs for whom HSBC-HK does
not act or speak; (4) they seek information that is likely to be
privileged or subject to restrictions on disclosure from the laws
of other jurisdictions; (5) the Trustee has not demonstrated the
necessity of any of the information he requests; (6) the costs of
compliance would far outweigh the benefit to the Trustee’s
mandate; and (7) certain topics have no conceivable relevance
whatsoever to these proceedings.
Judge Garrity disagrees. The topics listed in the Motion are
neither vague nor overbroad and while some of the information that
the Trustee is seeking may be obtained directly from the Debtors,
that does not bar the discovery request. The Court expects that as
the Trustee moves forward with his Rule 2004 discovery, and as
applicable, he will first seek to obtain information from the
Debtors. Moreover, as set forth above, the Trustee has demonstrated
that the information he is seeking is relevant to these proceedings
and that he requires the information in order to fulfill his
statutory duties herein. The Court is not persuaded that the costs
of compliance outstrip the benefits to the Trustee’s mandate.
Based on the foregoing, the Objection is overruled. The Trustee is
authorized to conduct Rule 2004 discovery of HSBC-HK with respect
to the matters set forth in the Motion, but subject to the
Trustee's compliance with, without limitation, all applicable
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, and the Federal Rules of Civil Procedure.
A full-text copy of Judge Garrity's Memorandum Decision and Order
is available at:
http://bankrupt.com/misc/nysb16-11895-634.pdf
Special Litigation Counsel to William A. Brandt Jr., Chapter 11
Trustee for CFG Peru Investments Ptd. Ltd. (Singapore):
Susheel Kirpalani, Esq.
James C. Tecce, Esq.
Jordan Harap, Esq.
QUINN EMANUEL URQUHART & SULLIVAN, LLP
51 Madison Ave, 22nd Floor
New York, New York 10010
susheelkirpalani@quinnemanuel.com
jamestecce@quinnemanuel.com
jordanharap@quinnemanuel.com
Counsel to The Hongkong and Shanghai Banking Corporation Limited:
Donald S. Bernstein, Esq.
Timothy Graulich, Esq.
Elliot Moskowitz, Esq.
DAVIS POLK & WARDELL LLP
450 Lexington Avenue
New York, New York 10017
donald.bernstein@davispolk.com
timothy.graulich@davispolk.com
elliot.moskowitz@davispolk.com
-and-
Scott E. Gant, Esq.
Damien Marshall, Esq.
BOIES SCHILLER FLEXNER LLP
1401 New York Avenue, NW
Washington, DC 20005
575 Lexington Avenue
New York, New York 10022
sgant@bsfllp.com
dmarshall@bsfllp.com
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.
COCOA SERVICES: JB Cocoa Buying All Assets for $8M
--------------------------------------------------
Cocoa Services, L.L.C., and its affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to authorize bidding
procedures in connection with the sale of substantially all assets
to JB Cocoa for $8,000,000, less the cure amount and other
adjustments, subject to higher or otherwise better offers.
A hearing on the Motion is set for Aug. 10, 2017, at 2:00 p.m.
(EST). Objection deadline is August 3, 2017 at 4:00 p.m. (PET).
On April 8, 2014, Cocoa Services entered into a Master Equipment
Financing Agreement with Bank of the West ("BOW") ("Prepetition
Financing Documents"). Pursuant to the Prepetition Financing
Documents, BOW loaned Cocoa Services funds to acquire, among other
things, certain machinery and equipment as set forth in the
Schedule incorporated as part of the Equipment Financing Agreement
and for working capital and other purposes.
As security for repayment of this loan, Cocoa Services granted BOW
a firstpriority security interest in and lien upon ("Prepetition
Lien") certain of Cocoa Services' assets, as described in the
Schedule, including all of Cocoa Services' equipment, machinery,
tools, parts, inventory, fixtures, accounts, documents, general
intangibles, contract rights, government payments, chattel paper,
rents and income payment intangibles and obligations arising now or
hereafter thereunder and all proceeds of any of the foregoing and
all products of, additions to, replacements of, and returns and
repossession of such collateral and all accessories, accessions,
parts and machinery and equipment now or hereafter affixed to such
collateral, as further set forth in the Equipment Financing
Documents ("Prepetition Collateral").
In connection with the Equipment Financing Agreement, BOW made an
original loan advance in the amount of $7,342,834, and a subsequent
loan advance in the amount of $185,000 to Cocoa Services. As of
the Petition Date, Cocoa Services owes BOW the approximate sum of
$5,308,526 under the Equipment Financing Agreement and related loan
documents.
Between February and May 2017, the Debtors embarked on a process to
actively market substantially all of their assets for sale
("Assets"). As a result of these marketing efforts, in May 2017,
the Debtors received two bids for the Assets. The Debtors, after
due consideration, in their business judgment determined that the
bid presented by one of those two bidders, JB Cocoa, was the
superior bid of the two and determined in their business judgment
to designate JB Cocoa's bid as the stalking horse bid for the
Purchased Assets. The Purchased Assets include, without
limitation, the real property known as Block 1602, Lot 11, on the
Tax Map of the Township of Logan, County of Gloucester, State of
New Jersey.
The need for a prompt sale process is driven by the liquidity
crisis facing the Debtors, which resulted, in large part, from
Cocoa Services' loss of its largest customer, Transmar Commodity
Group Ltd. (the Debtors' parent company), earlier this year. As
part of the Stalking Horse APA, JB Cocoa has required that the
Proposed Sale will be consummated by no later than Sept. 30, 2017
("Drop Dead Date").
The salient terms of the Stalking Horse APA are:
a. Purchase Price: $8,000,000, less the Cure Amount, plus
the assumption of the Assumed Liabilities, including the payment of
the Cure Amount relating to the Assigned Contracts. The Purchase
Price will be allocated (i) $6 million to Cocoa Services' assets
and (ii) $2 million to Morgan Drive's assets. JB Cocoa has
delivered to the Debtors a deposit of $800,000 (10% of the Purchase
Price), which is being held by Foundation Title.
b. Purchased Assets: The Debtors will transfer to JB
Cocoa all of their right, title and interest in and to all of the
Purchased Assets identified in Section 2.01 of the Stalking Horse
APA, including certain contracts set forth on Section 2.01(c) of
the Disclosure Schedules to the Stalking Horse APA. In order to
facilitate the sale of the Purchased Assets, JB Cocoa and the
Debtors will execute and deliver at or before the Closing the Bill
of Sale and the Assignment and Assumption Agreement. For the
avoidance of doubt, the Debtors' cash, accounts receivable, and
books and records are not part of the Purchased Assets and are
specifically excluded from the Sale Transaction.
c. Assumed Liabilities: JB Cocoa will assume and agree to
pay, perform and discharge when due: (i) all liabilities arising
under or relating to the Assigned Contracts (but only to the extent
that such liabilities arise out of or result from events occurring
subsequent to the Closing); (ii) all liabilities of JB Cocoa
relating to employee benefits, compensation or other arrangements
with respect to Closing taxes; (iv) the Cure Amount; and (v) all
other liabilities arising out of or relating to JB Cocoa's
ownership or operation of the Business and the Purchased Assets on
or after the Closing. In order to facilitate the assumption of the
Assumed Liabilities, JB Cocoa and the Debtors will execute and
deliver at or before the Closing the Assignment and Assumption
Agreement.
The Debtors submit that the Bidding Procedures are designed to
maximize the value of the Assets.
The salient terms of the Bidding Procedures are:
a. Offer Deadline: Aug. 25, 2017 at 5:00 p.m. (PET)
b. Bidding Requirements: Any Offer by a Prospective
Bidder for all of the Purchased Assets will not be less than
$8,390,000 ($8,000,000 plus Transaction Expenses plus $50,000
initial overbid). If an Offer is only for the assets of Cocoa
Services, such Offer will not be less than $6,390,000 ($6,000,000
plus Transaction Expenses plus $50,000 initial overbid). If an
Offer is only for the assets of Morgan Drive, such Offer will not
be less than $2,390,000 ($2,000,000 plus Transaction Expenses plus
$50,000 initial overbid).
c. Good Faith Deposit: 10% of the Offer payable to "Riker
Danzig Scherer Hyland & Perretti LLP Trust"
d. The bid of JB Cocoa has automatically been deemed to
be a Qualified Bid.
e. Selection of Qualified Parties: Aug. 29, 2017 at 5:00
p.m. (PET)
f. Bid Protections: The Debtors will pay JB Cocoa a
Break-Up Fee of $240,000, plus Expense Reimbursement not to exceed
$100,000.
g. The Auction: The Auction, if required, will be held at
the offices of Riker Danzig Scherer Hyland & Perretti LLP,
Headquarters Plaza, One Speedwell Avenue, Morristown, New Jersey on
Sept. 6, 2017 at 10:00 a.m. (EST).
h. Minimum Overbid Procedures: Any further bids made at
the Auction for the Assets will be in increments of at least
$50,000.
i. Sale Objection Deadline: Sept. 12, 2017, at 4:00 p.m.
(PET)
j. Sale Objection Deadline Reply: Sept. 15, 2017 at 6:00
p.m.
k. Sale Hearing: Sept. 19, 2017 at (TBD)
A copy of the Bidding Procedures and the Stalking Horse APA
attached to the Motion is available for free at:
http://bankrupt.com/misc/Cocoa-Services_28_Sales.pdf
As part of the Proposed Sale, JB Cocoa may make offers to current
employees of the Cocoa Services for future employment in order to
facilitate the successful continuation of certain of the business.
In connection with the Proposed Sale, the Debtors ask authority to
(i) assume and assign certain contracts of the Debtors to the
Stalking Horse APA and any other contracts of Cocoa Services that
may be assumed and assigned to a Winning Bidder; and (ii) execute
and deliver to JB Cocoa (and/or any other Winning Bidder, as the
case may be) such documents or other instruments as may be
necessary to assign and transfer the applicable Cocoa Services'
Contracts. The Debtors believe that there will be no material cure
amounts associated with the Cocoa Services' Contracts. The
Adequate Assurance and Cure objection deadline is Sept. 12, 2017 at
4:00 p.m. (PET).
BOW's lien against certain of the Assets will attach to the net
proceeds from the Proposed Sale with the same validity,
enforceability, priority, force and effect that they now have as
against the Assets. Accordingly, the Debtors propose to sell the
Assets free and clear of all liens, claims, encumbrances and
interests.
Cognizant of their precarious financial condition and the tight
timeline that would govern upon the commencement of the Bankruptcy
Cases, the Debtors accomplished as much as possible with respect to
the sale process prior to the Petition Date. Absent the Proposed
Sale contemplated by the Sale Motion, the Debtors believe they will
be unable to realize the maximum value of their Assets for the
benefit of all stakeholders. The Debtors' declining revenues are
insufficient to support the continued operation of the business in
light of the unsustainable and insurmountable costs of their
business as a whole. Thus, a prompt sale is necessary to ensure
that such assets are sold at their going concern values.
Accordingly, the Debtors ask the Court to approve the relief
sought.
To preserve the value of the Assets and limit the costs of
administering and preserving the Assets, it is very important that
the Debtors close on the Proposed Sale as soon as possible after
all closing conditions have been met or waived. Accordingly, the
Debtors ask that the Court waives the stay periods under Bankruptcy
Rules 6004(g) and 6006(d).
The Purchaser:
Tey How Keong, President
JB COCOA HOLDING, INC.
299 Park Avenue
6th floor NY 10171
Telephone: (212) 521-4342
E-mail: hktey@jbcocoa.com
The Purchaser is represented by:
Carl R. Refuerzo, Esq.
BAKER MANOCK & JENSEN, PC
5260 North Palm, Suite 421
Fresno, CA 93704
Facsimile: (559) 432-5620
E-mail: CRefuerzo@bakermanock.com
About Cocoa Services
Cocoa Services, L.L.C., operates a cocoa liquor and cocoa butter
melting and deodorizing facility in Logan Township, Gloucester
County, New Jersey. Morgan Drive Associates LLC is a real estate
holding company that owns the land and building at which Cocoa
Services operates.
Cocoa Services and Morgan Drive are affiliates of and wholly-owned
subsidiaries of Transmar Commodity Group, Ltd. TCG filed a
Chapter
11 petition (Bankr. S.D.N.Y. Case No. 16-13625) on Dec. 31, 2016,
estimating assets and debt of $100 million and $500 million. The
case is pending before the Honorable James L. Garrity, Jr.
Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C.,
sought
Chapter 11 protection (Bankr. S.D.N.Y. 17-11936 and 17-11938) on
July 14, 2017. The cases are also pending before Judge Garrity.
Cocoa Services disclosed total assets of $18.34 million and total
liabilities of $18.55 million as of July 11, 2017.
Riker Danzig Scherer Hyland & Perretti LLP is serving as counsel
to
the Debtors. Klestadt Winters Jureller Southard & Stevens, LLP,
is
local counsel. Deloitte Transactions And Business Analytics LLP's
Robert Frezza is the chief restructuring officer.
Prime Clerk LLC is the claims and noticing agent for Cocoa
Services
and Morgan Drive.
COGECO COMMUNICATIONS: DBRS Confirms BB(high) Issuer Rating
-----------------------------------------------------------
DBRS Limited confirmed Cogeco Communications Inc.'s Issuer Rating
at BB (high), Senior Secured Notes & Debentures rating at BBB (low)
with a Recovery Rating of RR1 and Senior Unsecured Notes rating at
BB with a Recovery Rating of RR5. All trends are Stable. The
confirmation follows Cogeco's announcement that its subsidiary,
Atlantic Broadband (ABB), has entered into a definitive agreement
with Harron Communications, L.P. to purchase the remaining assets
of the cable systems operating under the MetroCast Cablevision
(MetroCast) brand name (the Acquisition) that it did not already
own.
The transaction is valued at USD1.4 billion and is expected to be
financed through a combination of (1) committed secured debt at
ABB, which is non-recourse to Cogeco, and (2) a USD 315 million
equity investment by Caisse de dépôt et placement du Québec
(rated AAA with a Stable trend by DBRS) for a 21% interest in ABB's
holding company. Cogeco forecasts that MetroCast's calendar-year
2017 EBITDA will be USD 121 million ($158 million). The transaction
is expected to close in January 2018.
In December 2016, DBRS confirmed Cogeco's Issuer Rating at BB
(high) with a Stable trend. The Issuer Rating is predicated on
Cogeco's consolidated indebtedness and reflects the probability of
default within the consolidated entity. At that time, DBRS noted
that it could accept financial leverage of up to 3.5 times (x) as a
result of a debt-financed acquisition(s), if coupled with a
credible deleveraging plan. DBRS is confirming Cogeco's ratings
despite the fact that the Company's consolidated gross
debt-to-EBITDA will increase to ~3.75x at the time of close.
Today's rating action is based on several factors, including (1)
the attractiveness of the acquisition target, which provides a
highly complementary operating footprint and material revenue
growth potential; (2) a relatively low level of integration risk
given it is an asset purchase and ABB is familiar with MetroCast's
network and back-office operations after having acquired its
Connecticut cable system in 2015; (3) an acceptable transaction
valuation, the attractiveness of which is enhanced by the present
value of tax benefits created by the Acquisition; and (4)
management's intention to use free cash flow (FCF) to aggressively
reduce leverage post–transaction close.
In its analysis, DBRS focused on (1) the business risk profile of
the combined entity, including the benefits and risks associated
with integration and realization of operating synergies; (2) the
financial risk profile, including assessing the cash-generating
capacity of the combined entity; and (3) the Company's longer-term
business strategy and financial management intentions.
DBRS ANALYSIS
(1) Business Risk
DBRS believes that the Acquisition's primary benefit to Cogeco's
business risk profile is the material enhancement of its scale and
geographic revenue diversification in the U.S. market and future
growth potential. MetroCast is the incumbent provider of video,
Internet and telephony services in five states: New Hampshire,
Maine, Pennsylvania, Maryland and Virginia. Pro forma the
Acquisition, ABB will increase its geographic footprint from eight
states to 11. Further, the Acquisition will increase ABB's primary
service units (PSUs) by ~230,000, increasing ABB's total PSUs to an
estimated 835,000, of which 95% of MetroCast's homes passed feature
860 megahertz or fibre-to-the-home digital connectivity. The
fragmented communications landscape in MetroCast's operating
footprint is a competitive advantage. ABB faces minimal wireline
triple-play competition and should be able to offer Internet data
speeds that are similar to or faster than other communication
providers.
That said, industry headwinds persist for Cogeco (and the cable
industry) as the competitive environment intensifies. Cogeco
competes with numerous (and, in some cases, much larger) players
for telephony, broadband and, more recently, video in the form of
Internet protocol television (IPTV) services. Cogeco, along with
other cable operators, may continue to lose market share to IPTV
providers in the future, given IPTV's competitive speeds and
integration capabilities. While Cogeco's feature-rich TiVo digital
video platform may mitigate this pressure somewhat, broader trends
of cord shaving and, to a lesser extent, cord cutting in favour of
over-the-top services pose mounting challenges as more consumers
view content through broadband connections rather than through
cable television.
Overall, DBRS believes the Acquisition is a net positive for
Cogeco's business risk profile because of (1) the addition of
adjacent markets without operating overlap, (2) common network
technology that should allow capital intensity to remain below
ABB's current rate, (3) familiarity with back-office and financial
controls that should facilitate integration and (4) a demographic
profile that should provide significant opportunity to drive
revenue growth through bundled plans, the launch of additional
features (TiVo), access to higher Internet speeds, increased data
packages and an enhanced commercial product platform.
For the year ending December 31, 2017, MetroCast is expected to
generate revenue of USD 230 million ($304 million) and EBITDA of
USD 121 million ($158 million). On a pro forma consolidated basis,
Cogeco's revenue and EBITDA for the year ending December 31, 2017,
are expected to be approximately $2,500 million to $2,600 million
and $1,100 million to $1,200 million, respectively. ABB will
represent approximately 36% of Cogeco's consolidated pro forma
revenue, up from ~26% prior to the Acquisition.
(2) Financial Risk Profile
In terms of financial profile, the Acquisition is expected to
result in an increase in Cogeco's consolidated debt balance to
approximately $4.31 billion at close, up from $2.72 billion as at
Q2 F2017 (ended February 28, 2017). Pro forma gross debt-to-EBITDA
is expected to peak at roughly 3.75x at the time of close compared
with 2.88x for the 12-month period ended February 28, 2017. EBITDA
coverage is forecast to decrease to ~6.5x at close compared with
7.46x for the 12-month period ended February 28, 2017.
Post-close, DBRS forecasts that FCF after capital expenditures
(capex) and dividends and before changes in working capital as a
percent of debt will be at a reasonably sound level at just below
10%, despite the increase in debt. The Company intends to
deleverage toward 3.0x within 18 months of the close primarily by
applying the majority of FCF (after dividend payments) to debt
repayment.
(3) Business Strategy and Financial Management Intentions
The positive impact of the Acquisition on the business risk profile
reflects the added scale and revenue growth potential in the ABB
services division. While the overall U.S. cable market is highly
competitive, the non-metropolitan markets in which ABB operates
feature a more fragmented competitive environment and an attractive
demographic profile.
ABB plans to leverage the acquired assets to drive revenue growth
rather than reduce operating expenses in an effort to gain margin
expansion. DBRS believes that ABB's experience in integrating and
growing MetroCast's Connecticut assets over the last 15 months
should largely mitigate integration and operational risks. DBRS
estimates that Cogeco could generate up to $1,300 million in annual
consolidated EBITDA within three years post-close of the
Acquisition if the Company is effective at integrating and
launching ABB bundled products, rolling out new video features
(such as TiVo), accelerating enterprise customer growth and
enhancing Internet speeds and WiFi access in a timely manner.
DBRS believes that Cogeco has the ability and willingness to
deleverage after the close of the Acquisition. DBRS estimates
Cogeco will generate almost $1,000 million of consolidated cash
flow from operations per annum over the next couple of years. With
higher capex spending and a modest dividend increase over the next
few years, DBRS estimates that pro forma annual FCF after capex and
dividends and before changes in working capital should be $325
million to $350 million, of which $120 million to $140 million is
expected to be generated by ABB. This magnitude of consolidated FCF
(if sufficiently applied to debt reduction) combined with modest
EBITDA growth should result in the Company achieving its 18-month
deleveraging target. In terms of willingness, Cogeco has completed
four acquisitions over the last ten years and has a history of
effective leverage reduction after each of these transactions.
DBRS's confirmation of the Issuer Rating reflects its view that
financial deleveraging toward 3.0x over the 18 months following the
close of the transaction is reasonable in both magnitude and time
frame for the BB (high) rating category. Should Cogeco's gross
debt-to-EBITDA not trend toward 3.0x over the 18-month deleveraging
period, a negative rating action could result.
The Recovery Rating remains RR1 for Cogeco's Senior Secured Notes &
Debentures. While DBRS examines recovery scenarios through an
enterprise-valuation approach, because ABB's debt is non-recourse
to Cogeco, the Recovery Rating on Cogeco's senior debt is based
only on a valuation of its Canadian operations. Therefore, the
increase in debt at ABB as a result of the Acquisition does not
affect the Recovery Rating of Cogeco's debt. In accordance with
“DBRS Criteria: Recovery Ratings for Non-Investment Grade
Corporate Issuers,” DBRS has confirmed the security rating of BBB
(low) with a Recovery Rating of RR1 for Cogeco's Senior Secured
Notes & Debentures, which is one notch above the Company's Issuer
Rating of BB (high). DBRS has also concluded that the holders of
the Senior Unsecured Notes could likely recover 10% to 30% of their
value in a default scenario, a level that corresponds with a
Recovery Rating of RR5. In accordance with the above, DBRS has
confirmed the security rating of BB for Cogeco's Senior Unsecured
Notes, which is one notch below the Company's Issuer Rating of BB
(high).
COMFORT HOLDING: S&P Lowers CCR to 'CCC+' on Weaker Credit Metrics
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Comfort
Holding LLC to 'CCC+' from 'B'. The outlook is developing.
S&P said, "At the same time, we lowered our issue-level rating on
the company's first-lien debt to 'CCC+' from 'B' and revised the
recovery rating to '4' from '3'. The '4' recovery rating indicates
our expectation of average (30% to 50%; rounded estimate: 45%)
recovery in the event of a payment default. We also lowered our
issue-level rating on the company's second-lien debt to 'CCC-' from
'CCC+'. The recovery rating remains '6', indicating our expectation
of negligible (0% to 10%; rounded estimate: 0%) recovery in the
event of a payment default."
S&P related, "The downgrade reflects our expectations that
Comfort's weak first-quarter 2017 operating performance, which
declined meaningfully from first-quarter 2016 results, and was well
below our expectations, will be representative of 2017 year-end
results, resulting in very aggressive debt to EBITDA at 13x at
year-end 2017. We believe this weakness is primarily driven by
management's inability to recognize a small but consequential
recent shift toward less value-added products in a timely manner in
a section of the company's market. The company was unable to price
its product or adjust cost structure to offset the impact on
earnings of this shift. Furthermore, raw material costs rose
rapidly in the first quarter and the company was unable to pass on
the increases to customers, which hurt earnings. Prices for toluene
diisocyanate (TDI), an important raw material, increased about 20%
in the first quarter over average 2016 prices and will continue to
impact EBITDA margins. Prices were affected by the unexpected
shutdown of some TDI capacity. We expect that management will work
to address these issues; however, success in 2017 remains uncertain
given the company's large unexpected swing in performance, failure
to execute its original business plan in a short period, and
uncertainty regarding understanding the business. For these
reasons, we have reassessed the management and governance modifier
to weak from fair. However, we believe there is potential for TDI
pricing to decline in 2018 given new expected capacity, and the
potential for management to resolve product-mix and cost-structure
issues over time.
"The developing outlook reflects that we could raise, lower, or
affirm our rating on Comfort, depending on the company's
performance in resolving issues over the next 12 months. We expect
that over the next 12 months Comfort will maintain sufficient
liquidity to meet its requirements. We expect management to address
business issues and make moderate improvements in 2018. At the
current rating, we expect debt to EBITDA to be above 13x in 2017
and improve in 2018 as the TDI supply becomes more available from
suppliers and TDI pricing issues resolve themselves.
"We could lower the ratings over the next 12 months if liquidity
sources becomes meaningfully stressed likely due to the borrowing
base being substantially reduced or if covenants restrict access.
For example, if credit facility availability is about $20 million,
this would reduce sources of capital below 1.2x uses. Furthermore,
if the company is unsuccessful in its efforts to raise product
prices, resolve product mix and cost structure-related issues, or
suffers the loss of a significant customer, it would likely lead to
a borrowing base reduction or access to the ABL facility being
restricted, and in addition would generate negative cash flow.
"We could raise the ratings over the next 12 months if the company
is able to achieve positive free cash flow and maintain liquidity
sources above 1.2x without covenant issues, and we believe
management has adequately addressed cost structure, pricing, and
product mix issues. We would also expect debt/EBITDA to be
appropriate but a higher rating."
CONGREGATION ACHPRETVIA: Needs Until Sept. 15 to Solicit Plan Votes
-------------------------------------------------------------------
Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., asks the
U.S. Bankruptcy Court for the Southern District of New York to
extend the time within which the Debtor has the exclusive right to
solicit acceptances with respect to its Amended Plan of Liquidation
for a final 68 days through and including September 15, 2017.
On January 20, 2017, the Debtor filed its Plan of Liquidation and
corresponding disclosure statement and on February 14, 2017, it
filed its Amended Plan of Liquidation and corresponding disclosure
statement. By order dated March 2, 2017, the Court entered an
order approving the Debtor's Disclosure Statement as containing
adequate information within the meaning of Section 1125 of the
Bankruptcy Code and scheduled March 27 as the hearing on
confirmation of the Debtor's Plan. At the hearing, based on the
Court's comments regarding the pending State Court Action commenced
by 163 East 69 Realty LLC, the Debtor did not proceed to confirm
its Plan at that time.
The Debtor's previous period to extend its exclusive plan filing
period was extended to May 11, 2017. The Debtor filed the Plan
prior to the expiration of the May 11 deadline to file a plan of
reorganization. The Acceptance Period expired on July 9, 2017.
The Debtor says this is its fourth and final request for an
extension of the Acceptance Period. The Debtor seeks the entry of
an order extending the Acceptance Period for 68 days to and
including September 15, 2017, to ensure that the Court, the Debtor
and other parties in interest are not distracted by the filing of
any competing or premature plans, while confirmation of the
Debtor's Plan is still pending.
The Debtor and 163 East 69 Realty have previously agreed to resolve
the 163 East 69 Realty's motion to dismiss the bankruptcy case by
remanding the State Court Action to the Supreme Court. An order
adjourning the motion to dismiss sine die was entered in the main
bankruptcy case, while an order remanding the State Court Action to
the Supreme Court was entered in the adversary proceeding. Since
the State Court Action was remanded, the Debtor continues to
litigate the enforceability of the Prepetition Contract in the
Supreme Court and is currently in discussions with 163 E. 69 Realty
and certain third-party defendants regarding a potential
settlement.
The Debtor has already filed its Plan, which it believes is
confirmable. However, in order to avoid the possibility of a
competing plan while the Debtor attempts to resolve the State Court
Action, it requires an extension of the Acceptance Period. The
Debtor believes that the requested extension will promote the
orderly reorganization of the Debtor without the need to devote
unnecessary time, money and energy to defending against or
responding to a competing plan.
About Congregation Achpretvia
Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in
Brooklyn, New York, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016. The petition
was signed by Harold Friedlander, vice president. Judge Michael E.
Wiles presides over the case. Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the
Debtor's counsel. The Congregation listed total assets of $18
million and total liabilities of $472,502.
CS MINING: Wants Exclusive Plan Filing Deadline Moved to Oct. 30
----------------------------------------------------------------
CS Mining, LLC, asks the U.S. Bankruptcy Court for the District of
Utah to extend the plan proposal period through Oct. 30, 2017, and
the solicitation period through Dec. 29, 2017.
As reported by the Troubled Company Reporter on March 13, 2017, the
Court previously extended the Debtor's exclusive plan filing period
through July 31, 2017, and the corresponding exclusive plan
solicitation period through Sept. 30, 2017. The Debtor originally
sought for a Sept. 30 plan filing deadline and a Nov. 30 exclusive
plan solicitation deadline.
The Debtor says the extension of the Exclusive Periods is justified
by the significant progress the Debtor has made in this Chapter 11
case. The Debtor assures the Court that the requested extension of
the Exclusive Periods will not prejudice the legitimate interests
of any creditor, and will afford the parties the opportunity to
pursue to fruition the beneficial objectives of a confirmable
plan.
The Debtor says it has focused significant efforts on obtaining the
debtor-in-possession financing necessary to maintaining its going
concern value to, in turn, maximize the value of the Debtor's
assets in connection with its anticipated Bankruptcy Code Section
363 sale. The Debtor's efforts have resulted in entry of the
financing court order, which provides the Debtor with the liquidity
necessary to maintain its operations while continuing to formulate
a Chapter 11 bankruptcy plan, including funding a going-concern,
value-maximizing sale process. Considerable efforts have been
dedicated to the sale of the Debtor's assets, resulting in the
entry of the bidding procedures order, and the continued marketing
of the Debtor's assets.
The Debtor says it has also spent significant time addressing the
complex pending litigation and Rule 9019 settlement motions.
Resolution of these issues will facilitate a clear picture forward
and shape the parameters of a Chapter 11 plan. Until these issues
are resolved, the potential form of any Chapter 11 plan involves
too much uncertainty with too many variables to permit the current
drafting of a plan in an efficient manner. Without an extension of
the Exclusive Periods, the Debtor runs the risk of being distracted
by one or more competing plans rather than focusing on maximizing
recovery for creditors. Expiration of the Exclusive Periods would
open yet another avenue of litigation and distraction for issues
already before the Court, with the attendant drain on estate
resources to the detriment of its creditors. .
The Debtor has made significant progress in the Chapter 11 case.
In the initial period post-relief date, the Debtor dedicated the
majority of its time to obtaining the debtor-in-possession
financing and preparing for its anticipated Bankruptcy Code Section
363 sale. In addition, during this case, the Debtor's management
has focused on responding to the many time-consuming demands that
inevitably accompanied the commencement of the Chapter 11 case
including, among other things, responding to inquiries from, and
otherwise dealing with, the Debtor's utilities, the Debtor's
customers, Committee and other parties-in-interest with questions
regarding the Chapter 11 case; obtaining approval of, and
administering, myriad motions designed to minimize the disruption
of the Debtor's business during this Chapter 11 case; complying
with various procedural requirements under the Bankruptcy Code,
including the filing of monthly operating reports; and engaging in
discussions with all parties-in-interest in an attempt to negotiate
a consensual path forward that maximizes value for the estate.
After establishing a solid foundation for the Chapter 11 case, the
Debtor has commenced litigation and filed the pending 9019 motions,
resolution of which will facilitate the sale process and therefore
inform the structure of the Chapter 11 plan. The Debtor has
therefore made good faith progress towards the confirmation of a
plan.
The Debtor is paying its bills as they come due and has sufficient
liquidity to continue paying those bills.
About CS Mining, LLC
CS Mining, LLC, is a mining and processing company headquartered in
Milford, Utah.
Purported creditors R.J. Bayer Professional Geologist, LLC;
Minerals Advisory Group, LLC; Rollins Construction & Trucking, LLC;
Rollins Machine, Inc.; and Oxbow Sulphur, Inc., filed an
involuntary petition to put the Company into Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 16-24818) on June 2, 2016. Brahma Group,
Inc., subsequently joined the petition.
On Aug. 4, 2016, the Debtor filed its Notice of Filing Letter to
the Consent and Proposed Form of Order, together with a proposed
form of Order for Relief, which Order was entered by the Court on
the Relief Date. Pursuant to the Order for Relief, CS Mining
continues to operate its business and manage its properties as a
debtor-in-possession pursuant to Chapter 11 of the Bankruptcy
Code.
Judge William T. Thurman presides over the case.
The Petitioners are represented by Martin J. Brill, Esq., at
Levene, Neale, Bender, Yoo & Brill L.L.P and George B. Hofmann,
Esq., at Cohne Kinghorn PC.
CS Mining tapped Snell & Wilmer L.L.P. as local counsel, and Pepper
Hamilton LLP as its legal counsel, nunc pro tunc to June 2, 2016.
FTI Consulting, Inc., as restructuring advisor. Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent.
The U.S. Trustee on Aug. 12, 2016, appointed an Official Committee
of Unsecured Creditors. The Committee hired Levene, Neale, Bender,
Yoo & Brill L.L.P. as lead counsel and Cohne Kinghorn as local
counsel.
CST INDUSTRIES: Hires CBIZ as Accounting Advisory Provider
----------------------------------------------------------
CST Industries Holdings Inc., et al. seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ CBIZ
MHM, LLC as accounting advisory and tax services provider, nunc pro
tunc to the June 9, 2017 petition date.
The Debtors require CBIZ to provide:
* Tax Incentives Engagement Agreement
(a) provide consulting services in Kansas and Missouri, and in
other states as requested by the Debtors, with respect to
(1) HPIP re-certification, state tax credits, credit carry-
overs; (2) certain sales tax and use tax exemptions;
(b) research and determine if Savings are available to the
Debtors and to make proper filings, as may be necessary, to
apply for Savings on behalf of the Debtors for the tax year
ending 2017;
(c) assist the Debtors in attaining High Performance
Certification (including benefits such as 10% Investment
tax credit, Sales tax and Use tax exemption, and Training
tax credit, if applicable) by (1) monitor wages and
training each quarter and reporting back to the Debtors
their status in meeting the States' requirements; (2)
monitoring the laws regarding this program and keeping the
Debtors informed of any changes; (3) keeping Sales and Use
tax exemption current; (4) completing HPIP applications for
Parsons facility; and (5) preparing Missouri Works
Documents;
* FIN 48 Engagement Agreement
(d) identify all significant uncertain tax positions including,
but not limited to, (1) state income tax; (2) use of net
operating loss carryovers; (3) valuations; (4) cost
capitalization; (5) revenue recognition; and (6) income tax
credits;
(e) review the Debtors' income tax returns, internal memoranda,
SFAS 109 analyses prepared by the Debtors, memoranda and
other working papers prepared by the accounting firm that
audits the Debtors' financial statements, memorandums and
other working papers prepared by the related accounting
firms providing income services to the Debtors;
(f) discuss with key management personnel of the Debtors;
(g) prepare written observations, recommendations, and
estimated amounts of the items identified, if possible;
(h) evaluate items identified above, allocate responsibilities
and timing for CBIZ and the Debtors personnel, assess and
gather supporting documentation for the identified items,
quantify the results, and prepare the financial statement
footnote disclosures;
* Tax Return Engagement Agreement
(i) prepare Federal income tax and state income tax returns for
the states that CBIZ prepared returns for the Debtors in
2016;
(j) provide, at the Debtors' request, limited tax consulting
services including, but not limited to, (1) tax
projections; (2) responding to inquiries or tax
examinations by an governmental agency or tax authority;
(3) assisting in maintaining the Debtors' accounting and
depreciation records; (4) reviewing proposed or completed
transactions; and (5) tax research in connection with
aforementioned matters; and
* Tax Consulting Engagement Agreement
(k) provide tax consulting services to Debtors for the year
ended December 31, 2016 to resolve issues where the tax law
is unclear; and
* Bankruptcy Accounting Engagement Agreement
(l) provide accounting consulting support, including: (1)
assisting with identifying liabilities subject to
compromise/not subject to compromise; (2) assistance with
bankruptcy reporting services not being performed by other
retained financial professionals; (3) assistance with
administering accounting reports from the Debtors' various
accounting systems; and (4) other services requested or
required.
The Debtors have agreed to compensate CBIZ according to this fee
structure:
* Tax Incentives Engagement Agreement
-- The Debtors will not be charged for the services provided
if it is determined that the Debtors are not eligible for
state programs.
-- Upon the completion of the services, and the filing of the
appropriate forms, the Debtors agree that CBIZ will have
earned a fee equal to the following: (1) $7,000 for the
High Performance Incentives application; and (2) $5,000 per
Kansas Industrial Training grant or Kansas Industrial
Retraining or Employer Training Investment Program.
-- For state incentive work done in other states not already
listed in the Tax Incentives Engagement Agreement, CBIZ
will charge the Debtors $500 per hour for week performed by
the assigned Managing Director and $245 per hour for work
performed by all other team members.
* FIN 48 Engagement Agreement
-- Fees will be based upon hourly rates, plus out of pockets
expenses, to be capped at $15,000. Out of pocket expenses
may include administrative and processing charges, travel,
hotel, meals, photographs, and mailing costs.
Hourly rates are as follows:
Directors and Above $400-$650
Senior Manager and Manager $300-$350
Senior Associate and
Supervising Associate $200-$250
Associate $175-$200
* Tax Return Engagement Agreement
-- Fees for the Tax Return Engagement Agreement total to
$87,500, which is based on hourly rates as follows:
Directors and Above $400-$650
Senior Manager and Manager $300-$350
Senior Associate and
Supervising Associate $200-$250
Associate $175-$200
* Tax Consulting Engagement Agreement
-- Fees will be based upon hourly rates to be capped at
$50,000. Hourly rates are as follows:
Directors and Above $400-$650
Senior Manager and Manager $300-$350
Senior Associate and
Supervising Associate $200-$250
Associate $175-$200
* Bankruptcy Accounting Engagement Agreement
-- Fees will be based upon hourly rates as follows:
Director and Managing Directors $425-$775
Managers and Senior Managers $370-$450
Staff $175-$370
CBIZ received $50,000 as retainer in connection with and upon
execution of the Bankruptcy Accounting Engagement Agreement.
Jeffrey T. Varsalone, managing director in the Corporate Recovery
Services Group at CBIZ, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
CBIZ can be reached at:
Jeffrey T. Varsalone
CBIZ MHM, LLC
5 Bryant Park
1065 Avenue of the Americas
New York, NY 10018
Tel: (212) 790-5876
E-mail: jvarsalone@cbiz.com
About CST Industries Holdings Inc.
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.
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.
Lead Case No. 17-11292) on June 9, 2017. The petitions were signed
by Timothy J. Carpenter, chief executive officer. CST estimated
assets of $50 million to $100 million and debt of $100 million to
$500 million.
Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP are the
Debtors' co-general counsel. The Debtors hired CDG Group, LLC as
financial advisor, and Epiq Bankruptcy Solutions, LLC as claims and
noticing agent.
The Office of the U.S. Trustee on June 21 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of CST Industries Holdings Inc. and its
affiliates. The Committee hired Lowenstein Sandler LLP, as counsel,
Shaw Fishman Glantz & Towbin LLC, as co-counsel, and Teneo
Restructuring and Teneo Capital LLC, as investment banker.
CST INDUSTRIES: Hires Epiq Bankruptcy as Administrative Advisor
---------------------------------------------------------------
CST Industries Holdings Inc., et al. seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions LLC as administrative advisor, nunc pro tunc
to the June 9, 2017 petition date.
The Debtors require Epiq Bankruptcy to:
(a) draft crisis and restructuring communications plan and
provide strategy, guidance and plan implementation support,
including, but not limited to, employee, customer, media
and vendor communications;
(b) assist with, among other things, solicitation, balloting,
tabulation and calculation of votes, as well as preparing
any appropriate reports, as required in furtherance of
confirmation of plans of reorganization;
(c) generate an official ballot certification and testifying,
if necessary, in support of the ballot tabulation results;
(d) provide assistance with the preparation of the Debtors'
schedules of assets and liabilities and statements of
financial affairs and gather data in conjunction therewith;
(e) manage any distributions pursuant to a confirmed plan of
reorganization; and
(f) provide such other claims processing, solicitation,
balloting and administrative services described in the
Service Agreement, but not included in the Section 156(c)
Application, as may be requested from time to time by the
Debtors.
Epiq Bankruptcy will be paid at these hourly rates:
Clerical/Administrative Support $25 - $45
IT/Programming $65 - $85
Case Managers $70 - $165
Consultants/Directors/Vice Presidents $160 - $190
Solicitation Consultants $190
Executive Vice President, Solicitation $215
Communication Consultant $395
Epiq Bankruptcy will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The Debtors provided Epiq Bankruptcy a retainer in the amount of
$25,000.
Kathryn Tran, senior consultant of Epiq Bankruptcy, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Epiq Bankruptcy can be reached at:
Brad Scott
EPIC BANKRUPTCY SOLUTIONS, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Tel: (646) 282-2400
Fax: (646) 282-2501
About CST Industries Holdings Inc.
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.
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.
Lead Case No. 17-11292) on June 9, 2017. The petitions were signed
by Timothy J. Carpenter, chief executive officer. CST estimated
assets of $50 million to $100 million and debt of $100 million to
$500 million.
Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP are the
Debtors' co-general counsel. The Debtors hired CDG Group, LLC as
financial advisor, and Epiq Bankruptcy Solutions, LLC as claims and
noticing agent.
The Office of the U.S. Trustee on June 21 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of CST Industries Holdings Inc. and its
affiliates. The Committee hired Lowenstein Sandler LLP, as counsel,
Shaw Fishman Glantz & Towbin LLC, as co-counsel, and Teneo
Restructuring and Teneo Capital LLC, as investment banker.
CST INDUSTRIES: Hires Husch Blackwell as Special Corporate Counsel
------------------------------------------------------------------
CST Industries Holdings Inc., et al. seek authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Husch
Blackwell LLP as special corporate counsel, nunc pro tunc to the
June 9, 2017 petition date.
Husch Blackwell has represented the Debtors prior to the Petition
Date in an array of Corporate Counsel Matters, including, without
limitation, warranty and claims analysis, litigation/arbitration,
insurance coverage, contract review and negotiation, assistance in
dealer relationships, labor and employment, employee benefits,
compliance with governmental regulations, and other general
matters.
Husch Blackwell will be paid at these hourly rates:
David Raymond $517.59
Mark Benedict $490.50
Cortney O'Toole Morgan $522.00
Terry Potter $526.50
Juliane Story $463.50
Ellen Pantaenius $333.00
Adam Hoskins $288.00
Ben McMillen $292.50
Tyler Scott $310.50
Partners $526.50-$423.00
Senior Counsel $333.00
Associates $310.50-$288.00
Husch Blackwell will also be reimbursed for reasonable
out-of-pocket expenses incurred.
David Raymond, partner of Husch Blackwell, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
-- Husch provides CST with a discounted hourly rate from its
standard rates in this engagement. Those discounts are
reflected in the list above.
-- Husch's standard billing rates increased as of January 1,
2017 in accordance with annual rate increases. CST receives
a discount off of Husch's standard rates and that same
discount applied to the new rates as of January 1, 2017.
Also, in the last 12 months, CST provided to Husch a $50,000
retainer. That retainer was ultimately applied to bring the
account current prior to bankruptcy.
-- Husch has provided a 120-day budget to the client and is
awaiting approval.
Husch Blackwell can be reached at:
David Raymond, Esq.
HUSCH BLACKWELL LLP
4801 Main Street, Suite 1000
Kansas City, MO 64112.
Tel: (816) 983-8000
Fax: (816) 983-8080
Email: david.raymond@huschblackwell.com
About CST Industries Holdings Inc.
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.
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.
Lead Case No. 17-11292) on June 9, 2017. The petitions were signed
by Timothy J. Carpenter, chief executive officer. CST estimated
assets of $50 million to $100 million and debt of $100 million to
$500 million.
Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP are the
Debtors' co-general counsel. The Debtors hired CDG Group, LLC as
financial advisor, and Epiq Bankruptcy Solutions, LLC as claims and
noticing agent.
The Office of the U.S. Trustee on June 21 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of CST Industries Holdings Inc. and its
affiliates. The Committee hired Lowenstein Sandler LLP, as counsel,
Shaw Fishman Glantz & Towbin LLC, as co-counsel, and Teneo
Restructuring and Teneo Capital LLC, as investment banker.
DAVID J. THOMPSON: Plan Outline Okayed, Plan Hearing on Sept. 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
is set to hold a hearing on September 7, at 9:30 a.m., to consider
approval of the Chapter 11 plan for David J. Thompson Mailing
Corporation.
The court on July 11 approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.
The order set an August 31 deadline for creditors to cast their
votes accepting or rejecting the plan. Objections to the plan are
due by August 14.
Under the plan, Class 2 unsecured creditors will receive, upon
their election, either 50% of their allowed claims on the effective
date of the plan, or 100% of their claims to be paid over three
years in equal semi-annual installments.
In the event a Class 2 creditor does not elect an option for the
treatment of its unsecured claim, such creditor will automatically
be deemed to have elected to receive 50% of its claim on the
effective date.
Thompson estimates the total amount of Class 2 unsecured claims at
approximately $196,543.
About David J. Thompson Mailing Corp.
David J. Thompson Mailing Corp. is one of the largest employers in
Bloomsburg, Pennsylvania, employing between 225 and 275 workers,
many of whom reside in the local community. The Debtor
personalizes the mail with names, addresses and various forms of
context within the mail, pieces which are then assembled on its
production floor and prepared for mailing throughout the United
States.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 14-00237) on January 21, 2014. The
petition was signed by David J. Thompson, president and CEO.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
The case is assigned to Judge John J. Thomas. Platzer, Swergold,
Levine, Goldberg, Katz & Jaslow, LLP is the Debtor's bankruptcy
counsel.
DAVID'S BRIDAL: Bank Debt Trades at 24% Off
-------------------------------------------
Participations in a syndicated loan under David's Bridal Inc is a
borrower traded in the secondary market at 76.00
cents-on-the-dollar during the week ended Friday, July 14, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.70 percentage points from the
previous week. David's Bridal pays 375 basis points above LIBOR to
borrow under the $0.52 billion facility. The bank loan matures on
Oct 11, 2019 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 July 14.
DAYBREAK OIL: Lender Waives July 1 Loan Interest Payment
--------------------------------------------------------
Daybreak Oil and Gas, Inc. received on July 13, 2017, a waiver from
its lender, Maximilian Resources, LLC, in which Maximilian agreed
to a waiver of the interest payment due on or before July 1, 2017,
under the Company's Amended and Restated Loan and Security
Agreement, dated as of Aug. 28, 2013, as amended from time to time.
Due to this waiver and previous waivers granted by Maximilian, the
Company is not considered to be in default under the terms of the
Loan Facility, even though it is currently unable to make the
required monthly principal and interest payments under the terms of
the Loan Facility.
In exchange for the most recent waiver, the Company agreed to a
cross-collateralization of the collateral securing the Loan
Facility and its working interest in its Michigan crude oil and
natural gas leases, which previously only secured the advances made
by Maximilian under a series of promissory notes separate from the
Loan Facility to fund the Company's Michigan operations.
The Michigan Promissory Note Facility consists of (a) a promissory
note dated Jan. 17, 2017, and amended on Feb. 10, 2017, and (b) a
promissory note dated May 4, 2017, pursuant to which the Company
has received $94,650 in aggregate for the development of the
Company's exploratory joint drilling project in Michigan. As
previously disclosed, advances under the Michigan Promissory Note
Facility are subject to a 5% per annum interest rate, and, if the
Company elects to participate in a well that is scheduled to be
spudded on or before Dec. 31, 2017, then the advances under the
Michigan Promissory Note Facility must be repaid in full upon the
earlier of (a) the time that is ten days prior to the first well
being spudded at the Michigan Project or (b) Dec. 31, 2017. If
there is not a well scheduled to be spudded at the project at the
Michigan Project on or before Dec. 31, 2017, that the Company
elects to participate in, then the Company will assign to
Maximilian the Michigan WI, in full payment and satisfaction of the
advances under the promissory note. Advances under the Michigan
Promissory Note Facility are secured by mortgages on the Michigan
WI and may be prepaid at any time without penalty.
As amended by the terms of the most recent waiver granted by
Maximilian, a default of any of the Company's obligations under the
Michigan Promissory Note Facility would constitute a default under
the Loan Facility as well.
About Daybreak Oil
Daybreak Oil and Gas, Inc. -- http://www.daybreakoilandgas.com/--
is an independent oil and natural gas exploration, development and
production company. The Company is headquartered in Spokane,
Washington and has an operations office in Friendswood, Texas. The
Company's common stock is quoted on the OTC Bulletin Board market
under the symbol DBRM.OB. Daybreak has over 20,000 acres under
lease in the San Joaquin Valley of California.
Daybreak Oil reported a net loss available to common shareholders
of $3.59 million for the 12 months ended Feb. 28, 2017, following a
net loss available to common shareholders of $4.33 million for the
12 months ended Feb. 29, 2016. Daybreak Oil's balance sheet as of
May 31, 2017, showed $1.15 million in total assets, $14.75 million
in total liabilities and a total stockholders' deficit of $13.59
million.
MaloneBailey, LLP -- http://www.malonebailey.com/-- in Houston,
Texas,
issued a "going concern" opinion on the consolidated financial
statements for the year ended Feb. 28, 2017, noting that the
Company suffered losses from operations and has negative operating
cash flows, which raises substantial doubt about its ability to
continue as a going concern.
DIGIDEAL CORP: Wants Exclusive Plan Filing Extended to Aug. 21
--------------------------------------------------------------
Digideal Corporation asks the U.S. Bankruptcy Court for the Eastern
District of Washington to further extend to Aug. 21, 2017, the time
period within which Debtor has the exclusive right to file a plan
of reorganization.
The Court previously granted the Debtor's request to extend until
July 21, 2017, the period during which the Debtor has exclusive
right to file a plan.
About Digideal Corporation
Digideal Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-00449) on Feb. 22,
2017. The petition was signed by Michael J. Kuhn, president. The
case is assigned to Judge Frederick P. Corbit.
Kevin O'Rourke, Esq., at Southwell & O'Rourke, P.S., serves as the
Debtor's legal counsel.
At the time of the filing, the Debtor estimated its assets at $100
million to $500 million and liabilities at $1 million to $10
million.
DIRECTBUY HOLDINGS: Court Dismisses Chapter 11 Case
---------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order dismissing the DirectBuy Holdings' Chapter 11 case and
granting related relief. The Debtor' dismissal motion previously
argued, "The Debtors commenced these Chapter 11 cases to preserve
their business as a going concern and maximize the value of their
assets through a sale transaction. The Debtors achieved that goal
and, in February, 2017, closed a sale of substantially all of their
business assets. After the closing, the Debtors, Committee and
Pre-Petition Secured Parties entered into a settlement that enabled
the Debtors to pay administrative expense claims not assumed in
connection with the sale and otherwise administer these Chapter 11
cases. That settlement positioned the Debtors to exit from Chapter
11. As this juncture, the Debtors and the Committee have discussed
the most efficient way to conclude the Chapter 11 Cases. After
carefully considering the alternatives, and given the completion of
the sale and the lack of any remaining assets to monetize, the
Debtors have decided that dismissal is the most effective way to
proceed as they are unable to propose and confirm a plan. In any
event, confirmation of a plan of liquidation will take too long, be
too expensive and substantially increase administrative costs.
Conversion of these cases to Chapter 7 merely will add another
layer of administrative expenses without any benefit to the
Debtor's unsecured creditors. Based on these circumstances,
dismissal makes the most practical and economic sense."
About DirectBuy Holdings
DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is
a membership buying club that operates under a franchise business
model. DirectBuy Holdings, Inc., United Consumers Club,
Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC
Distribution, Inc., U.C.C. Trading Corporation, National Management
Corporation, and UCC of Canada, Inc., each filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 16-12435) on Nov. 1, 2016.
The petitions were signed by Michael P. Bornhorst, chief executive
officer.
DirectBuy Holdings estimated $100 million to $500 million in assets
and liabilities.
Judge Christopher S. Sontchi presides over the cases.
Marion M. Quirk, Esq., Nicholas J. Brannick, Esq., Michael D.
Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin, Esq., at Cole
Schotz P.C., are serving as counsel to the Debtors. Carl Marks &
Co. serves as the Debtors' financial advisor. Prime Clerk LLC is
the claims and noticing agent.
The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to
commence proposal proceedings under the Bankruptcy and Insolvency
Act to obtain an Order from the Ontario Superior Court of Justice
approving proposals to be made by the Canadian Subsidiaries to
their respective creditors under Part III of the BIA.
Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five
creditors of DirectBuy Holdings, Inc., to serve on the official
committee of unsecured creditors. Saul Ewing LLP has been tapped
as counsel and Emerald Capital Advisors as financial advisors.
An ad hoc committee of prepetition noteholders, which include
Bayside DirectBuy, LLC, is being represented by Weil, Gotshal
Manges LLP and Pepper Hamilton LLP.
EARTH HOUSE: Plan Outline Okayed, Plan Hearing on Aug. 17
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey is set to
hold a hearing on August 17, at 2:00 p.m., to consider approval of
the Chapter 11 plan for Earth House Inc.
The court will also consider at the hearing the final approval of
the disclosure statement, which it conditionally approved on July
11.
The order set an August 10 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
About Earth House Inc.
Earth House Inc. filed for Chapter 11 bankruptcy protection (Bankr.
D.N.J. Case No. 16-16949) on April 11, 2016. James F. Karwoski,
executive director, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$1 million.
Judge Kathryn C. Ferguson presides over the case. Andre L. Kydala,
Esq., at the Law Firm of Andre L. Kydala is the Debtor's bankruptcy
counsel. The Debtor hired Fisher Glenn LLC as accountant.
On July 6, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan.
ENERGY FUTURE: Elliott Wants Berkshire Deal Hearing on September
----------------------------------------------------------------
BankruptcyData.com reported that multiple parties -- including
Elliott Associates, Elliott International and The Liverpool Limited
Partnership (collectively, Elliott Funds) UMB Bank and Sunrise
Partners Limited Partnership -- filed with the U.S. Bankruptcy
Court separate objections to Energy Future Holdings' (EFH)/Energy
Future Intermediate Holdings' (EFIH) motion for entry of an order
scheduling certain hearing dates and deadlines and establishing
certain protocols in connection with confirmation of the Joint Plan
of Reorganization. Elliott Funds asserts, "By the Motion to
Adjourn, Elliott requests that the Court temporarily delay
consideration of the proposed sale transaction with Berkshire
Hathaway Energy Company to provide Elliott -- the Debtors' largest
unsecured creditor -- until early September to raise capital and
equity financing commitments for a value-maximizing equitization
plan. Specifically, in the Motion to Adjourn, Elliott requests that
the Court adjourn the hearing on the Berkshire Merger Agreement
Motion and approval of the $270 million termination fee that is
currently scheduled for August 10, 2017 for 35 to 40 days. By this
Objection, Elliott similarly requests that the Court deny the
Debtors' request for an August 11, 2017 hearing on the disclosure
statement (the 'Berkshire Disclosure Statement') with respect to
the Debtors' plan of reorganization incorporating the proposed
Berkshire Merger Agreement (the 'Berkshire Plan') and instead
schedule the Berkshire Disclosure Statement hearing on the same day
as, or a day following, the requested adjourned hearing on the
Berkshire Merger Agreement Motion."
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.
Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).
As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion. The Debtors have $42
billion of funded indebtedness.
EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.
The EFIH unsecured creditors supporting the restructuring
Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as
legal advisor, and Centerview Partners, as financial advisor. The
EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor. Epiq
Systems is the claims agent.
Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is represented
by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.
On May 13, 2014, the U.S. Trustee appointed the Official Committee
of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH
Committee is composed of (a) the Pension Benefit Guaranty
Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee
under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as
Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas
LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g)
Wilmington Savings, as Indenture Trustee under the TCEH Second
Lien Notes. The TCEH Committee retained Morrison & Foerster LLP as
counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard
Freres & Co. LLC as investment banker; FTI Consulting, Inc. as
financial advisor; and Charles River Associates as an energy
consultant.
On October 27, 2014, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors representing the interests of the
unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc.
The EFH/EFIH Committee is composed of (a) American Stock Transfer &
Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation,
LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as
successor-ininterest to the Estate of George Fenicle; and (e)
David William Fahy. The EFH/EFIH Committee retained Montgomery,
McCracken, Walker & Rhodes, LLP as co-counsel and conflicts
counsel; AlixPartners, LLP as restructuring advisor; Sullivan &
Cromwell LLC as counsel; Guggenheim Securities as investment
banker; and Kurtzman Carson Consultants LLC as noticing agent for
both the TCEH Committee and the EFH/EFIH Committee.
Given the size and complexity of the Chapter 11 Cases, the U.S.
Trustee proposed, and the Debtors and the TCEH Committee agreed,
to recommend that the Bankruptcy Court appoint a committee to,
among other things, review and report as appropriate on fee
applications and statements submitted by the professionals paid for
by the Debtors' Estates. The Fee Committee is comprised of four
members: (a) one member appointed by and representative of the
Debtors (Cecily Gooch, Vice President and Special Counsel for
Restructuring, Energy Future Holdings); (b) one member appointed
by and representative of the TCEH Creditors' Committee (Peter
Kravitz, Principal and General Counsel, Province Capital); (c) one
member appointed by and representative of the U.S. Trustee (Richard
L. Schepacarter, Trial Attorney, Office of the United States
Trustee); and (d) one independent member (Richard Gitlin, of Gitlin
and Company, LLC). The Fee Committee retained Godfrey & Kahn,
S.C. as counsel; and Phillips, Goldman & Spence, P.A. as
co-counsel.
* * *
On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit
Plans of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016.
ENID LAKESIDE: Wants Exclusive Plan Filing Extended to Aug. 1
-------------------------------------------------------------
Enid Lakeside Grocery, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Mississippi to extend through Aug. 1, 2017,
the exclusive period in which the Debtor may file a Chapter 11
plan.
As reported by the Troubled Company Reporter on July 14, 2017, the
Court extended, at the behest of the Debtor, the exclusive period
in which the Debtor is the only party which is authorized to file a
plan of reorganization until July 20, 2017.
The Debtor requires an additional 12 days to review and finalize
the terms of its plan and disclosure statement for filing.
Additionally, an associate attorney involved in the completion of
this plan has left the firm, requiring Debtor's counsel to
restructure work on all cases, including the Chapter 11 Plan and
Disclosure required in this case.
About Enid Lakeside Grocery
Enid Lakeside Grocery, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Miss. Case No. 17-10248) on Jan. 25, 2017. The
Petition was signed by Lawrence T. Moore, managing member. The
Debtor is represented by Robert Gambrell, Esq., at Gambrell &
Associates, PLLC. At the time of filing, the Debtor had estimated
both assets and liabilities ranging from $100,000 to $500,000.
The case is assigned to Judge Jason D. Woodard.
FINJAN HOLDINGS: 'ESET SPOL' Case Trial Date Moved to Oct. 5
------------------------------------------------------------
Finjan Holdings, Inc. disclosed that the German District Court in
Dusseldorf, Germany has changed the trial date of Finjan, Inc. v.
ESET SPOL S.R.O. et al., Docket No. 4c O 33/16. The trial is now
scheduled to take place on Oct. 5, 2017. This change was purely a
scheduling change of the Court. As with all cases, trial dates are
subject to change based on a variety of factors which can include,
but are not limited to, the availability of the Courts, the
intricacies of the case or the schedule of the Judge. The Company
undertakes no obligation, and expressly disclaims any obligation,
to correct or update such trial information in the future.
Finjan filed a patent infringement lawsuit against ESET SPOL.
S.R.O., a Slovak Republic Corporation, and ESET Deutschland GmbH in
the Dusseldorf District Court of Germany on July 1, 2016, asserting
that ESET infringes Finjan's European Patent No. 0 965 094 B1,
through the offering and/or delivering to customers in the Federal
Republic of Germany software covered by the '094 Patent, including
but not limited to ESET's ThreatSense, ESET Advanced Heuristic,
ESET DNA Signature, ESET LiveGrid technologies, including ESET's
Home Users, Small Office, and Business product lines and ESET
services. Finjan seeks a judgment sentencing ESET to a fine for
each violation of patent infringement or, alternatively
imprisonment of ESET directors, cease and desist orders for
offering or delivering infringing software, providing Finjan with
profit information for offering or delivering infringing software,
damages, which Finjan has suffered or shall suffer as a result of
ESET offering or delivering infringing software since Nov. 1, 2008.
On Nov. 24, 2016, ESET filed a nullity action.
About Finjan
Established 20 years ago, Finjan (formerly, Converted Organics
Inc.) -- http://www.finjan.com/-- is a globally recognized leader
in cybersecurity. Finjan's inventions are embedded within a strong
portfolio of patents focusing on software and hardware technologies
capable of proactively detecting previously unknown and emerging
threats on a real-time, behavior-based basis.
Finjan reported a net loss attributable to common stockholders of
$6.43 million for the year ended Dec. 31, 2016, a net loss
attributable to common stockholders of $12.60 million for the year
ended Dec. 31, 2015, and a net loss of $10.47 million for the year
ended Dec. 31, 2014. As of March 31, 2017, Finjan had $29.85
million in total assets, $6.54 million in total liabilities, $6.26
million in series A preferred stock and $17.04 million in total
stockholders' equity.
FOLTS HOME: Sale of All Assets to Cedarcare for $16.6M Approved
---------------------------------------------------------------
Judge Diane David of the U.S. Bankruptcy Court for the Northern
District of New York authorized Folts Home and Folts Adult Home,
Inc., to sell substantially all assets to Cedarcare Holdings, LLC,
for $16,600,000.
An auction of the Purchased Assets was held on June 6, 2017. The
sale hearing was held on June 20, 2017.
The sale is free and clear of all Interests of any kind or nature
whatsoever.
The assumption and assignment of the Assumed Contracts to the
Buyer, pursuant to the terms of the Purchase Agreement, is
approved.
All defaults or other obligations of the Debtors under any Assumed
Contract will be deemed cured upon payment at the Closing, or as
soon thereafter as practicable, of the Cure Amount with respect to
each Assumed Contract.
The Purchase Agreement between the Debtors and stalking horse
bidder Upstate Service Group, LLC ("USG") dated as of Feb. 13, 2017
is terminated. The Debtors will immediately return the USG
Purchase Deposit in the amount of $1,000,000 to USG. The return of
the USG Chapter 11 Deposit in the amount of $250,000 will be the
subject of a further order of the Court.
The Backup Bid for the Purchased Assets is a bid of $16,475,000
from Personal Healthcare, LLC. If for any reason the Buyer fails
to consummate the Sale Transaction, then the Backup Bidder will be
deemed to be the Buyer of the Purchased Assets for the amount of
the Backup Bid and the Debtors and the Backup Bidder will thereupon
be authorized and directed to close the Sale Transaction, and the
Debtors will be authorized, but not required, to seek a further
order of the Court to that effect.
The Backup Bidder will not be required to pay any additional sum as
a Deposit under the terms of the Amended Bidding Procedures. Once
the Buyer, or the Buyer's designated operator of the Facilities, is
appointed as receiver, the Backup Bidder's Deposit will be reduced
to $600,000. If at any time the Backup Bidder is named the
Successful Bidder, the Backup Bidder will restore its full deposit
to $1,000,000 within three business days, and immediately proceed
to Closing.
USG will be paid a Break-Up Fee in the amount of $150,000 from the
proceeds of the Purchase Price at the Closing.
The Buyer, or the Buyer's designated operator of the Facilities,
upon the Sale Order becoming final and no longer subject to any
timely filed appeal, or motion for reconsideration or stay, will
submit the appropriate application to the NYS Department of Health
("DOH") in support of the Debtors' request that it be appointed as
the temporary receiver of the Facilities pending the Closing;
notwithstanding the foregoing, the Buyer, or the Buyer's designated
operator of the Facilities, may submit its application to the DOH
seeking to be appointed temporary receiver immediately following
the entry of the Order.
Immediately following the NYS Department of Health's appointment of
the Buyer, or the Buyer's designated operator of the Facilities, as
the temporary receiver of the Facilities, the Debtors will file a
motion seeking to advise the Court of the newly-appointed receiver,
and excuse the newly-appointed temporary receiver from compliance
with 11 U.S.C. Sections 543 (a), (b) and (c).
Nothing in the Sale Order will transfer or authorize assumption and
assignment of the Medicare provider agreement between Folts Home or
FAH and the Secretary of the United States Department of Health and
Human Services or the Medicaid provider agreement between Folts
Home or FAH and the New York State Department of Health ("Provider
Agreements") to the Successful Bidder or the Backup Bidder or deem
the Provider Agreements Assumed Contracts, absent further order of
the Court.
To the extent Buyer desires to take assignment of either or both of
the Provider Agreements, the Debtors will timely file the
appropriate motion or notice with the Court seeking such relief
prior to Closing.
The automatic stay provisions of section 362 of the Bankruptcy Code
are vacated and modified to the extent necessary to implement the
terms and provisions of the Sale Order.
The Debtors are authorized and directed, upon and in connection
with the Closing of the Sale, to change their corporate names,
consistent with applicable law, to comply with the Sale Order.
No later than three business days after the Closing, the Debtors
will notify the Court of the Closing and, in response thereto, the
Bankruptcy Court will modify the caption for the Debtors' cases.
A copy of the Purchase Agreement attached to the Order is available
for free at:
http://bankrupt.com/misc/Folts_Home_185_Order.pdf
The Purchaser:
VIPER HEALTH, LLC
C/O CEDAR HOLDINGS, LLC
Attn: Mark Tress
150 Airport Road, Suite 900
Lakewood, NJ 08401
E-mail: mark@cedarholdings.com
The Purchaser can be reached at:
Edward H. Burnbaum, Esq.
NOVACK BURNBAUM CRYSTAL LLP
675 Third Ave., Flr. 8
New York, NY 10017
E-mail: eburnbaum@nbclaw.com
The Escrow Agent can be reached at:
Stephen A. Donato, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202
E-mail: sdonato@bsk.com
About Folts Home
Folts Home is a New York not-for-profit corporation and the owner
of a 163-bed long-term residential health care and rehabilitation
facility located at 100-122 North Washington Street, Herkimer, New
York. In addition to long-term skilled nursing and residential
care, Folts Home provides memory care to residents with dementia,
palliative care and respite care and operates an adult day care
program. Folts Home also offers rehabilitation services, such as
physical, occupational and speech therapy, on both inpatient and
out-patient bases. Currently, Folts Home has approximately 218
active employees. Approximately 124 of the employees are
full-time,
60 are part-time and 34 employees are employed on a per diem basis
None of Folts Home's employees are represented by labor unions.
Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a
New York not-for-profit corporation and the owner of an 80-bed
adult residential center that was constructed in 1998 and is
located at 104 North Washington Street, Herkimer, New York. FAH
residents reside in separate apartments and are provided services
such as daily meals, laundry, housekeeping and medication
assistance. FAH has approximately 22 active employees.
Approximately 12 are full-time employees and 10 are part-time
employees. None of FAH's employees are represented by labor
unions.
Folts Home and FAH currently have average daily censuses of 145
and
69, respectively. Folts Home has 3 major payors: Medicare,
Medicaid
and Excellus/Blue Cross. The majority of FAH residents Are
government subsidized, with 58% covered by Social Security
Insurance and 42% private pay.
Folts Home and Folts Adult Home, Inc., filed separate, voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D.N.Y. Case Nos. 17-60139 and 17-60140, respectively) on
Feb. 16, 2017. The Chapter 11 cases are being jointly administered
under Bankruptcy Rule 1015(b) pursuant to an order of the Court.
Folts Home and Folts Adult Home, Inc., through duly-appointed
receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton,
LLC, continue to operate their skilled nursing home and adult
residence businesses, respectively, and manage their properties as
debtors in possession.
William K. Harrington, the U.S. Trustee for Region 2, appointed
Krystal Wheatley as patient care ombudsman for the Debtors.
FPUSA LLC: Has Until Oct. 21 to File Chapter 11 Plan
----------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas extended the time period in which FPUSA,
LLC, has the exclusive right in which to file a plan of
reorganization until and through October 21, 2017, and the
exclusive right to obtain acceptances of its plan of reorganization
until December 21, 2017.
As previously reported by The Troubled Company Reporter, the Debtor
said extending the exclusivity period will enhance its ability to
focus on the impact of the Patent Office's ruling in the patent
infringement dispute with M-I, LLC, and all of its options as a
result thereof. The filing of a competing Chapter 11 plan during
this process would present a significant distraction to a debtor
with limited resources at present and would wholly undermine any
efforts to reorganize or maximize the value of the Debtor's primary
asset, which would harm the estate's creditors. Had the Patent
Office ruled against the Debtor this case would likely be dismissed
or converted. But with a favorable ruling, a viable basis to
propose a reorganization plan that contemplates continuing in
business or a plan that contemplates the sale of the Vac-Screen
asset to pay creditor claims exists. Because the ruling was only
issued in May 2017, the Debtor has not had sufficient time to
consider its full impact.
About FPUSA, LLC
FPUSA, LLC provides solids control equipment and personnel to the
oil and gas industry.
FPUSA, LLC filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
16-40742), on April 21, 2016. The petition was signed by Robert
Russell, sole executive committee member. The case is assigned to
Hon. Brenda T. Rhoades. 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 Debtor's counsel is John T. Richer, Esq. at Hall Estill
Hardwick Gable Golden Nelson, P.C.
FRONTIER COMMUNICATIONS: Bank Debt Trades at 3% Off
---------------------------------------------------
Participations in a syndicated loan under Frontier Communications
is a borrower traded in the secondary market at 97.04
cents-on-the-dollar during the week ended Friday, July 14, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.45 percentage points from the
previous week. Frontier Communications pays 350 basis points above
LIBOR to borrow under the $1.5 billion facility. The bank loan
matures on June 1, 2024 and carries Moody's B1 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 23.
GAGAN OIL: Ch 11 Trustee Hires Wasserman Jurista as Attorney
------------------------------------------------------------
Donald V. Biase, the Chapter 11 trustee of Gagan Oil LLC, seeks
authorization from the U.S. Bankruptcy Court in New Jersey to
employ Wasserman, Jurista & Stolz, PC as attorney to the Trustee.
The Trustee requires Wasserman Jurista to:
(a) provide the Trustee with legal advice with respect to his
powers and duties in all matters pertaining to the proper
conduct and administration of the estate;
(b) prepare, on behalf of the Trustee, all necessary
applications, pleadings, orders, reports and other legal
papers required in connection with the administration of
this estate;
(c) represent the Trustee in any adversary proceeding
either commenced by him or against him in the above-
captioned case; and
(d) perform all other legal services for the Trustee which
may be necessary.
Wasserman Jurista will be paid at these hourly rates:
Steven Z. Jurista, Partner $575
Daniel M. Stolz, Partner $575
Stuart M. Brown, Of Counsel $550
Keith Marlowe, Of Counsel $500
Leonard C. Walczyk, Partner $450
Scott S. Rever, Partner $425
Donald W. Clarke, Partner $375
Lorrie L. Denson, Bankruptcy Paralegal $200
Legal Assistants $150
Wasserman Jurista will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Steven Z. Jurista, member of Wasserman Jurista, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
Wasserman Jurista can be reached at:
Steven Z. Jurista, Esq.
WASSERMAN JURISTA & STOLZ PC
110 Allen Road Suite 304
Basking Ridge, NJ 07920
Tel: (973) 467-2700
Fax: (973) 467-8126
E-mail: attys@wjslaw.com
About Gagan Oil, LLC
Gagan Oil, LLC filed a Chapter 11 petition (Bankr. D.N.J. Case No.
17-11895) on Jan. 31, 2017. The case is assigned to Judge Michael
B. Kaplan. The Debtor is represented by Timothy P. Neumann, Esq.
at Broege, Neumann, Fischer & Shaver, LLC.
Donald V. Biase has been appointed the Chapter 11 trustee.
GARY SLIGAR: Sale of Boca Grande Property to 161 Gilchrist Approved
-------------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Gary Reed Sligar's sale of real
property located at 161/171/181 Gilchrist Ave., Boca Grande, Lee
County, Florida, with parcel ID numbers of 14-43-20-01-00002.006A
and 14-43-20-01-00002.0150, together with personal property, to 161
Gilchrist, LLC.
The sale is free and clear of any and all liens, claims,
encumbrances and interests.
At closing, the Debtor is authorized to pay the ordinary and
necessary closing costs chargeable to the seller and the secured
claims of JPMorgan Chase and the Lee County Tax Collector, and the
remaining proceeds of sale will be held by Trustee's counsel,
Johnson Pope Bokor Ruppel & Burns, LLP, in an interest bearing
non-IOTA account pending further order of the Court.
The Order constitutes a final appealable order. Notwithstanding
Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy
Procedure, the Order will be immediately effective and enforceable
upon its entry. The closing may occur immediately consistent with
the terms of the Contract.
The Court has entered a separate Final Judgment in Adversary
Proceeding 16-ap-00655.
The Property's owned jointly by the Debtor and Susan C. Sligar at
the commencement of the bankruptcy case. The Order is without
prejudice to the parties' rights relating to equitable
distribution, alimony, maintenance, support, attorneys' fees, or
suit costs in the pending state court divorce action.
Gary Reed Sligar filed a Chapter 11 petition (Bankr. M.D. Fla.
Case
No. 16-08276) on Sept. 26, 2016, and is represented by Michael C.
Markham, Esq., at Johnson Pope Bokor Ruppel & Burns LLP.
GENERAL NUTRITION: Bank Debt Trades at 6% Off
---------------------------------------------
Participations in a syndicated loan under General Nutrition is a
borrower traded in the secondary market at 93.70
cents-on-the-dollar during the week ended Friday, July 14, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.20 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 July 14.
GETCHELL AGENCY: Hires Rudman Winchell as Special Counsel
---------------------------------------------------------
The Getchell Agency seeks authorization from the U.S. Bankruptcy
Court for the District of Maine to employ Edmond J. Bearor and
Frank T. McGuire of Rudman Winchell as special counsel.
The Debtor requires Rudman Winchell to assist with matters, to the
extent not already authorized by the Court's prior orders, related
to:
(a) certain matters related to and arising from the sudden
decision of the Maine Department of Health and Human
Services (“DHHS”) to require a current client of the
Debtor, who is represented by a public guardian, and who
has resided on the Debtor's premises and been cared and
provided for continuously since 2000; and
(b) any additional related or other matters that arise with
respect to the client or other individuals in the care of
the Debtor as may arise during the pendency of this Chapter
11 case. In support whereof, the Debtor states on March
25, 2016, Debtor filed a Chapter 11 bankruptcy case.
Special Counsel has been employed since the beginning of
this Chapter 11 case, in connection with certain labor and
employment matters; a certain Class Action; and matters
involving DHHS which remain on-going.
Rudman Winchell will be paid at these hourly rates:
Attorneys $175-$295
Paraprofessionals $145
Rudman Winchell will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Edmond J. Bearor Esq. of Rudman Winchell, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estate.
Rudman Winchell can be reached at:
Edmond J. Bearor, Esq.
RUDMAN WINHELL
The Graham Building
84 Harlow Street
P.O. Box 1401
Bangor, ME 04402
Tel: (207) 947-4501
E-mail: ebearor@rudmanwinchell.com
About The Getchell Agency
Headquartered in Bangor, Maine, The Getchell Agency, aka Getchell
Agency Inc, aka The Getchell Agency Inc, aka Getchell Agency filed
for Chapter 11 bankruptcy protection (Bankr. D. Maine Case No.
16-10172) on March 25, 2016, estimating under $50,000 in assets and
between $1 million and $10 million in liabilities. The petition was
signed by Rena J. Getchell, president. The Debtor hires Strout &
Payson, as counsel, and Curtis Thaxter, LLC, as special counsel.
GFC PROPERTIES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of GFC Properties Inc. as of July
21, according to a court docket.
About GFC Properties Inc.
GFC Properties, Inc. owns a 26-unit apartment building located 111
NW 152nd Street, Miami, FL 33169. The sole nature of GFC's
business is simply to rent out the apartments at the property.
GFC Properties filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-16585) on May 25, 2017. Ginette Claude, president, signed
the petition. At the time of filing, the Debtor estimated assets
and liabilities to be less than $50,000.
The Debtor is represented by Sheleen G. Khan, Esq., at the Law
Office of Sheleen G. Khan P.A.
No trustee or examiner has been appointed in the case.
GILLESPIE OFFICE: Seeks Until Sept. 30 to Solicit Plan Votes
------------------------------------------------------------
Gillespie Office and Systems Furniture, Inc., asks the U.S.
Bankruptcy Court for the District of Nevada to extend until
September 30, 2017, the period by which it has exclusive right to
solicit acceptances of its plan of reorganization.
This is the Debtor's fourth request for extension.
The Debtor states that although its Chapter 11 case is not an
overly complex case on the surface, the presence of several
simultaneous cases in which the Debtor is involved, both on the
state and federal levels, adds complexity.
The Debtor asserts that the extension would alleviate the potential
for both estate and judicial resources to be spent needlessly, and
ultimately increase the likelihood of the Debtor to successfully
reorganize by avoiding the need to respond to a competing plan
while the decision on confirmation is pending.
The extension request was filed by Candace C. Carlyon, Esq., and
Matthew R. Calyon, Esq., at Morris Polich & Purdy, LLP, in Las
Vegas, Nevada.
About Gillespie Office and Systems Furniture
Gillespie Office and Systems Furniture, Inc., does business as A&B
Printing, located at 2908 South Highland Drive, Set. B, Las Vegas,
Nevada. The Company has been providing printing and mailing
services to customers in Las Vegas since 1979.
Gillespie Office and Systems Furniture filed a Chapter 11
bankruptcy petition (Bankr. D. Nev. Case No. 16-11943) on April
11,
2016. The petition was signed by Kathleen L. Gillespie,
president.
The Debtor estimated assets and liabilities at $500,001 to $1
million at the time of the filing.
Morris, Polich & Purdy serves as bankruptcy counsel to the Debtor
in place of the law firm of Larson and Zirzow, effective as of
June
17, 2016. Levy Law, LLC serves as special counsel while Holland &
Hart serves as insurance defense litigation counsel to the Debtor.
Serl, Keefer, Welter CPAs, LLP has been tapped as accountant.
No request has been made for the appointment of a trustee or
examiner, and no official committees have been appointed in this
Chapter 11 Case.
GOD'S CHARIOTS: Sale of Bronx Property for $4M Approved
-------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized God's Chariots To The
Heavenly Highway, Inc.'s sale of commercial real property located
at 844-862 St. Anns Avenue, Bronx, New York, to LaGree Baptist
Church for $4,000,000.
The Sale Hearing was held on July 18, 2017.
The sale is free and clear of all liens, claims, encumbrances and
interests. The secured claim of NYCTL 2015-A Trust will be paid in
full, including all postpetition charges, at closing, as a
condition to the effectiveness of section 363(f) to the sale of the
Property.
Notwithstanding Bankruptcy Rule 6004(h), the Order will be
effective and enforceable immediately upon entry.
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.
God's Chariots sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 16-13585) on Dec. 27, 2016.
Bernel-Arthur Richardson, administrator, signed the petition. 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 serves as the Debtor's
bankruptcy counsel.
GREAT BASIN: Gets FDA 510(k) OK for Stool Bacterial Pathogens Panel
-------------------------------------------------------------------
Great Basin Scientific, Inc. has received U.S. Food and Drug
Administration (FDA) 510(k) clearance for its Stool Bacterial
Pathogens Panel (SBPP). More than 40 hospitals and labs are
currently evaluating or are scheduled to evaluate SBPP, the
Company's second mid-plex panel. These evaluations alone represent
the potential for nearly $2.0 million in annual revenue for the
Company, which historically has had an 82% win rate for its product
evaluations. With this FDA clearance, the Company will begin to
actively market SBPP to its current customer base of over 230
hospitals and labs, and will commence aggressive outreach to
potential new customers. Sites that have evaluated and are ready
to adopt the panel can now purchase kits to report patient
results.
"The Stool Bacterial Pathogens Panel is a milestone product for
both the market and Great Basin, as this is one of the first
molecular diagnostic panels available that meets the emergent
reimbursement recommendations for smaller, truly syndromic panels,"
said Ryan Ashton, co-founder and chief executive officer of Great
Basin Scientific. "The market demand for right-sized panels is
rapidly growing as evidenced by the fact that, before we received
clearance and were allowed to market SBPP, our customers contacted
us requesting investigational use evaluation of the panel. As a
result, SBPP currently comprises 25% of all new product evaluations
and 40% of the estimated potential revenue in our previously
announced $5.0 million New Business Pipeline. We are excited to
begin actively marketing this panel, which is priced below likely
reimbursement rates, and expect demand for SBPP to add additional
revenue for the Company, with significant revenue growth from the
product expected later in 2017 and early 2018. We also anticipate
that with its higher ASP and strong gross margins, SBPP will be a
key contributor to Great Basin's profitability goals."
SBPP addresses a significant unmet need for an affordable panel
that quickly and accurately diagnoses patients suffering from
food-borne gastrointestinal distress. The assay is designed to
simultaneously detect Salmonella species, Shigella species, Shiga
Toxin-producing E. coli (stx1, stx 2, O157 serotype-specific
genes), and Campylobacter species (C. jejuni and C. coli), key
bacterial pathogens that make up nearly 95% of all food-borne
illnesses in the U.S. SBPP supports lab and clinician needs with
an easy-to-use workflow of less than two minutes hands-on steps, an
on-demand system, and a turnaround time of under two hours,
compared to conventional tests that are labor intensive, requiring
multiple individual tests with poor sensitivity and long turnaround
times (96 hours).
According to the Centers for Disease Control, there are 48 million
food-borne illnesses in the U.S. annually, representing a
significant portion of what the Company estimates to be an $800
million market for diagnostic testing solutions for
gastro-intestinal distress. SBPP addresses this large market where
current solutions are either too slow or too expensive relative to
reimbursement rates. Considered a "right-sized" panel, SBPP
produces a definitive result in under two hours, with under one
minute of hands-on time, compared with conventional laboratory
methods requiring extensive hands-on labor and 3-4 days of
processing time to obtain a definitive result, or mega-panels that
include analytes that are unnecessary and, consequently, have a
higher rate of reimbursement denial.
"Clinicians have indicated to us they prefer a more targeted,
therapy-focused approach to diagnostic testing over the high-priced
mega-panels used in capital-intensive systems that have higher
reimbursement resistance from payors," said Sandra Nielsen, senior
vice president of sales and marketing. "Further, labs are looking
for ways to streamline workflow and cut costs without compromising
patient safety. SBPP uniquely addresses all these needs, as
demonstrated by the unexpected requests from our current customers
to evaluate the panel prior to clearance. We are pleased to be
able to serve current and new customers and their patients with
this unique product offering, the demand for which we believe
validates Great Basin's investment in delivering right-sized panels
that better meet the call for cost-effective, accurate and
easy-to-use diagnostics."
New Business Pipeline and Product Mix
As announced in the Company's Business Update on June 26, 2017, the
Company had approximately $5.0 million of potential new revenues in
the new business pipeline, of which SBPP comprises nearly $2.0
million. These potential revenue estimates, as well as those below
are based on the evaluating site's own estimate of their expected
testing volumes multiplied by the product price offered to the
prospective customeri.
A full-text copy of the press release is available for free at:
https://is.gd/h8FNYz
About Great Basin
West Valley City, Utah-based Great Basin Scientific Inc.--
www.gbscience.com -- is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections. The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods. The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods.
Great Basin Scientific reported a net loss of $89.14 million on
$3.04 million of revenues for the year ended Dec. 31, 2016,
compared to a net loss of $57.89 million on $2.14 million of
revenues for the year ended Dec. 31, 2015. As of March 31, 2017,
Great Basin had $29.24 million in total assets, $59.10 million in
total liabilities and a total stockholders' deficit of $29.86
million.
The Company's independent accountants, BDO USA, LLP, in Salt Lake
City, Utah, expressed "substantial doubt" about the Company's
ability to continue as a going concern noting that the Company has
incurred substantial losses from operations, has negative
operating cash flows and has a net capital deficiency.
GREEN AUTOMOTIVE: Suspending Duty to File Reports with SEC
----------------------------------------------------------
Green Automotive Company filed a Form 15 with the Securities and
Exchange Commission notifying the termination of registration of
its common stock, par value $0.001 per share, under Section 12(g)
of the Securities Exchange Act of 1934. As a result of the Form 15
filing, the Company is not anymore obliged to file periodic reports
with the SEC.
About Green Automotive Company
Green Automotive Company is a vehicle design, engineering,
manufacturing and distribution company. The Company also provides
after sales program. It possesses a portfolio of businesses and
is active in three main market segments: Cutting edge technology
development, engineering and design with a focus on zero and low
emission vehicle solutions; Manufacturing and customization of
vehicles for markets with the potential to be converted into low
emission or electric vehicles, such as shuttle buses, taxis,
commercial vehicles, and After sales services for electric or low
emission vehicles, including servicing and repair.
As of Sept. 30, 2014, the Company had $1.02 million in total
assets, $17.62 million in total liabilities and a total
stockholders' deficit of $16.60 million.
"Our condensed consolidated financial statements have been prepared
assuming the Company will continue as a going concern. However, as
of September 30, 2014, we have sustained recurring operating
losses, have outstanding payables, a stockholders' deficit of
$16,600,561, have ceased operations in the United Kingdom and have
insufficient operating capital. These conditions, among others,
give rise to substantial doubt about our ability to continue as a
going concern and increase the likelihood of bankruptcy.
Management is continuing to seek additional capital to fund our
ongoing business and improve the profitability of existing
operations. Until such time, our working capital needs must be
funded through the issuance of additional debt and equity
instruments; however, there can be no assurance that we will
receive the sums required at the times and in the amounts needed,
or that any funding will not be accompanied by conditions
unfavorable to us. Management believes these steps may provide us
with adequate funds to sustain our continuing existence. There is,
however, no assurance that the steps taken by management will meet
all of our needs or that we can continue as a going concern. The
accompanying condensed consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty or from bankruptcy," the Company said in its quarterly
report for the period ended Sept. 30, 2014.
GREEN FOREST: Taps Thompson Law Group as Legal Counsel
------------------------------------------------------
Green Forest Gallery, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire legal
counsel.
The Debtor proposes to hire Thompson Law Group, P.C. to, among
other things, give legal advice regarding its duties under the
Bankruptcy Code, and provide other legal services related to its
Chapter 11 case.
The firm will charge $250 per hour for the services of its
attorneys and $90 per hour for paralegal services.
Thompson Law Group does not represent or hold any interest adverse
to the Debtor's estate, and is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Brian C. Thompson, Esq.
Thompson Law Group, P.C.
125 Warrendale Bayne Rd. Suite 200
Warrendale, PA 15086
Tel: (724) 799-8404
Fax: (724) 799-8409
Email: bthompson@thompsonattorney.com
About Green Forest Gallery LLC
Green Forest Gallery, LLC operates an auction house at 701 Yunker
Street, McKees Rocks, PA 15136, known as Green Forest Gallery.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 17-22664) on June 29, 2017.
Kaykavoos Harbi, president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$500,000.
Judge Jeffery A. Deller presides over the case.
GYMBOREE CORP: U.S. Trustee Cites Broad Releases Under Plan
-----------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Gymboree case filed with the U.S. Bankruptcy Court an objection to
the Company's Disclosure Statement. The Trustee asserts, "The
Gymboree Corporation and certain of its direct and indirect
subsidiaries (collectively, the 'Debtors'), have proposed a plan
containing broad third-party release and exculpation provisions.
While the Disclosure Statement recites those provisions verbatim,
it fails to disclose or describe any of the factual circumstances
rendering those provisions appropriate or even to disclose that
such provisions are dis-favored and not generally appropriate.
Furthermore, the disclosure statement incorrectly describes the
release provisions as consensual when, in fact, only one out of the
eight classes has any say in whether it agrees to the releases and
four of the eight classes are deemed to "consent" to the releases
by virtue of their unimpaired status. Those failures render the
disclosure statement subject to disapproval."
About The Gymboree Corp.
The Gymboree Corporation is a children's apparel retailer in North
America, with 1,291 retail stores as of Jan. 28, 2017 operating
under three brands: Gymboree; Janie & Jack (a higher-end offering
launched in 2002); and Crazy 8 (a value-oriented line launched in
2007). The Company operates online stores at
http://www.gymboree.com/, http://www.janieandjack.com/and
http://www.crazy8.com/
In October 2010, Gymboree was acquired by Bain Capital Private
Equity, LP and certain of its affiliated investment funds or
investment vehicles managed or advised by it -- Sponsor -- for
approximately $1.8 billion.
The Gymboree Corp. and seven affiliates each filed a Chapter 11
voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June
11, 2017. James A. Mesterharm, the Debtors' chief restructuring
officer, signed the petitions. The cases are pending before the
Honorable Keith L. Phillips.
Gymboree had $755.5 million in assets and $1.36 billion in total
liabilities as of March 14, 2017.
Kirkland & Ellis LLP, is the Debtors' bankruptcy counsel. Kutak
Rock LLP is the Debtors' local bankruptcy counsel. Munger, Tolles
& Olson LLP is the Debtors' special counsel. Lazard Freres & Co.
LLC is the investment banker. AlixPartners, LLP is the
restructuring advisor. Prime Clerk LLC is the claims agent.
Counsel to the Term Loan Agent and the DIP Term Loan Agent are
Milbank, Tweed, Hadley & McCloy LLP; and McGuireWoods LLP.
Rothschild & Co. also serves as advisor to the Term Loan Agent.
Bain Capital Partners is represented by Weil Gotshal & Manges LLP.
Counsel to the DIP ABL Administrative Agent are Morgan, Lewis &
Bockius LLP; and Hunton & Williams LLP.
Counsel to the DIP ABL Term Agent are Choate, Hall & Stewart LLP;
and Whiteford Taylor Preston, LLP.
The indenture trustee for the Debtors' senior unsecured notes is
Deutsche Bank Trust Company Americas.
Counsel to the ad hoc group of senior unsecured noteholders is Akin
Gump Strauss Hauer & Feld LLP.
On June 16, 2017, the Debtors filed a joint Chapter 11 plan of
reorganization and disclosure statement.
On June 22, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The committee hired
Hahn & Hessen LLP as its bankruptcy counsel.
GYP HOLDINGS III: Moody's Hikes CFR to B1; Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family rating of
GYP Holdings III Corp., subsidiary of GMS Inc. (collectively
"GMS"), to B1 from B2 and its Probability of Default Rating to
B1-PD from B2-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 affirmed GMS's liquidity rating of SGL-2,
and upgraded its senior secured term loan to B2 from B3. The rating
outlook is changed to stable from positive.
The following ratings/assessments are affected by action:
Corporate Family Rating upgraded to B1 from B2;
Probability of Default Rating upgraded to B1-PD from B2-PD;
Gtd Senior secured term loan due 2023 upgraded to B2 (LGD4) from
B3 (LGD4);
Speculative Grade Liquidity Rating affirmed at SGL-2.
Outlook, Changed to Stable From Positive
RATINGS RATIONALE
The Corporate Family Rating upgrade to B1 from B2 is the result of
Moody's expectations for improved credit metrics, due to a
combination of better earnings and revolver borrowings repaid
during the year. Over the next 12 to 18 months, Moody's projects
revenues growing to about $2.8 billion, from $2.3 billion for FY17
ended April 30, and adjusted debt leverage nearing 3.0x over the
same time horizon, from 3.3x at FYE17. Adjusted interest coverage,
measured as EBITA-interest expense, will improve towards 4.5x from
4.2x for fiscal-year 2017. Moody's projections include
debt-financed acquisitions, supporting GMS's partial growth
strategy. Fundamentals for US construction activity, sole source of
GMS's revenues, remain solid, supporting future growth. Moody's
projects total, 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 B1 Corporate Family Rating incorporates challenges facing GMS.
Expanding operating margins significantly will be difficult to
achieve due to intense competition. Although sound now, residential
construction is very cyclical. An economic downturn would weaken
cash flows and debt-service capabilities. Further, the rating at
this time considers deployment of capital for potential share
repurchases and large debt-financed acquisitions.
The change in rating outlook to stable from positive reflects
Moody's expectations that GMS's credit profile will support the
upgraded B1 Corporate Family Rating over the next 12 to 18 months.
Positive rating actions could ensue if GMS continues to benefit
from strength in its end market, resulting in performance that
exceeds Moody's forecasts and yields the following credit metrics
(ratio includes Moody's standard adjustments) and characteristics:
-- Operating margins sustained near 7.5%
-- Maintain debt-to-EBITDA below 3.0x
-- Improvement in the company's liquidity profile
A downgrade is not anticipated over the next 12 to 18 months.
However, negative rating pressures leading to a downgrade may
result if GMS performs below Moody's expectations, resulting in the
following credit metrics (ratios include Moody's standard
adjustments) and characteristics:
-- Operating margins trending towards 3%
-- Debt-to-EBITDA sustained above 4.0x
-- EBITA-to-interest expense remains below 2.5x
-- Significant deterioration in the company's liquidity profile
-- Large shareholder distributions
-- Large debt-financed acquisitions
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
GMS Inc., headquartered in Tucker, GA, is a national distributor of
wallboard, as well as acoustical and related building products. AEA
Investors, through its affiliates, is the largest shareholder.
Revenues for the 12 months through April 30, 2017, totaled
approximately $2.3 billion.
HAMPSHIRE GROUP: Liquidation Plan Filed; Sept. 6 Plan Hearing Set
-----------------------------------------------------------------
BankruptcyData.com reported that Hampshire Group and its official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a Joint Chapter 11 Plan of Liquidation and related Disclosure
Statement. According to the Disclosure Statement, "The Plan
contemplates the substantive consolidation of the Debtors' Estates
into a single Estate for all purposes associated with Confirmation
and Consummation. The Plan further provides for the establishment
on the Effective Date of the Liquidation Trust for the primary
purpose of administering and liquidating the Trust Assets and for
the secondary purposes of, inter alia, (a) analyzing and pursuing
Causes of Action; (b) resolving all Administrative Expense Claims,
Professional Fee Claims, and Claims; and (c) making all
Distributions provided for under the terms of the Plan. The
Liquidation Trust shall be under the direction and control of the
Liquidation Trustee, as trustee of the Liquidation Trust, subject
to the terms of the Plan and the Liquidation Trust Agreement. On
the Effective Date, all Assets of the Debtors' Estates, including,
but not limited to, Causes of Action, any recoveries related to the
issuance of the Bond and the related letter of credit draw, certain
accounts receivable, any federal or state tax refunds, and Cash,
shall vest in the Liquidation Trust. As set forth in the Committee
Liquidation Analysis, the Committee estimates that recoveries for
Holders of Allowed Claims in Class 2 (General Unsecured Claims)
could be between 0.2% and 29% under the Plan. The Committee also
believes that Holders of Allowed Claims in Class 2 (General
Unsecured Claims) would receive smaller distributions in a
liquidation under chapter 7 of the Bankruptcy Code. The Committee
Liquidation Analysis provides three alternative scenarios (low,
middle, and high) under each of (i) the Plan and (ii) a liquidation
under chapter 7 of the Bankruptcy Code, based on various factors in
these Chapter 11 Cases." The Court scheduled a September 13, 2017
hearing to consider the Plan, with objections due by September 6,
2017, and an August 17, 2017 hearing to consider the Disclosure
Statement, with objections due by August 2, 2017.
About Hampshire Group, Ltd.
New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a holding
company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.
Hampshire Group, Limited and two affiliates -- Hampshire Brands and
Hampshire International -- sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016,
to facilitate the orderly wind-down of their business operations.
The petitions were signed by Paul Buxbaum, president and chief
executive officer.
Hampshire Group disclosed $25.9 million in assets and $41.8 million
in liabilities. Brands listed under $50 million in both assets and
debts. International listed under $50,000 in assets and under $50
million in liabilities.
Louis M. Rappaport, Esq., at Blank Rome LLP represents the Debtors.
William Drozdowski of GRL Capital Advisors LLC has been tapped as
the Debtors' chief financial officer.
The U.S. Trustee for Region 3 has appointed five creditors to serve
in the official unsecured creditors committee in the case.
Pachulski Stang Ziehl & Jones LLP serves as legal counsel and
Gavin/Solmonese LLC as financial advisor to the Committee.
* * *
The Bankruptcy Court authorized Hampshire Group, Limited, to sell
certain assets to The Fashion Exchange, LLC pursuant to an asset
purchase agreement dated Jan. 13, 2017. The sold assets include
James Campbell assets. The consideration for the Inventory on Hand
will be an amount equal to $10.95 multiplied by the number of items
of Inventory on Hand as of the Closing Date. The consideration for
all other Acquired Assets will be $0.14 million. Klestadt Winters
Jureller Southard & Stevens, LLP, served as legal advisor to the
buyer.
HARKEY OPERATING: Seeks Oct. 5 Extension of Exclusivity Periods
---------------------------------------------------------------
Harkey Operating Trust has newly retained counsel and, because the
new counsel needs time to familiarize himself with the case, the
Debtor requests the exclusivity period be increased by 90 days to
October 5, 2017.
About Harkey Operating Trust
Harkey Operating Trust sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 17-40660) on March 9,
2017. The petition was signed by Michael E. Harkey, co-trustee.
The case is assigned to Judge Kathleen H. Sanberg. The Debtor
hired Wendy Alison Nora, Esq., at Access Legal Services, as
bankruptcy counsel, Sapientia Law Group, and the Law Office of
David A. Riggi, as attorneys, and the Law Office of Wayne M.
Pressel, Chtd. as special counsel.
At the time of the filing, the Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.
HUMAN CONDITION: Needs Until Oct. 6 to Sell Assets, File Plan
-------------------------------------------------------------
Human Condition Safety, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York to extend the Exclusive Periods
for filing a chapter 11 plan to October 6, 2017, and for
solicitating plan acceptances to December 5, 2017.
This is the Debtor's first request for an extension of the
Exclusive Periods.
The Debtor has filed a motion seeking approval to sell
substantially all its assets. The Debtor intends to file a
proposed viable Chapter 11 liquidating plan and is diligently
evaluating proposed terms for such a sale and plan.
The Debtor asserts that it is justified in its request to extend
the Exclusive Periods to allow the Debtor more time to accomplish
the sale and the formulation of the plan.
About Human Condition
Headquartered in New York, New York, Human Condition Safety Inc.
-- http://www.hcsafety.com/-- develops wearable devices,
artificial intelligence, building information modeling, and cloud
computing solutions that assists workers and their managers prevent
injuries before they happen at their workplace. Human Condition
Safety was incorporated in 2014.
Human Condition Safety filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 17-10585) on March 10, 2017, estimating
its assets at between $500,000 and $1 million and its liabilities
at between $1 million and $10 million. The petition was signed by
Greg Wolyniec, president, director and chief executive officer.
Judge Sean H. Lane presides over the case.
John D. Giampolo, Esq., at Wollmuth Maher & Deutsch LLP, is serving
as the Debtor's bankruptcy counsel.
HVS ENTERPRISE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: HVS Enterprise, Inc.
310 Laurel Lane
Laurel Hollow, NY 11771
Tel: 631-239-6817
Business Description: HVS Enterprise owns a rental property at 310
Laurel Lane, Laurel Hollow, New York. The
Debtor intends to continue the operation of
its business during the pendency of the
Chapter 11 proceedings.
Chapter 11 Petition Date: July 23, 2017
Case No.: 17-74454
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Alan S. Trust
Debtor's Counsel: Edward J. Troy, Esq.
LAW OFFICE OF EDWARD J. TROY
44 Broadway
Greenlawn, NY 11740
Tel: 631-239-6817
Fax: 631-239-68189
Email: edwardtroy@optonline.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: Unknown
The petition was signed by Ruby Singh, president.
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb17-74454.pdf
III EXPLORATION: Has Until July 31 to File Plan of Reorganization
-----------------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah extended the exclusive periods within which III
Exploration II LP has the exclusive right to file a plan of
reorganization and obtain acceptances of a plan by two additional
months so that such period will run through July 31, 2017 and
September 30, 2017, respectively.
The Troubled Company Reporter has previously reported that the
asked the Court to extend the exclusivity periods because the
Parties were presently negotiating a resolution to the dispute over
the environmental issues, which includes a potential resolution
through the arbitration process outlined in the purchase and sale
agreement for the Western Uintah Basin Assets. The Debtor said a
resolution of the environmental issues will finalize the sale of
the Western Uintah Basin Assets and the sale of substantially all
of the Debtor's assets.
The Debtor contended that its assets mainly consisted of certain
parcels of real property and various rights and interests relating
to the exploration, drilling and production of oil and gas on lands
in Utah, North Dakota, and Colorado. Prior to the Petition Date,
the Debtor said that it has taken proactive steps to respond to the
market pressure and the reduction in its liquidity.
The Debtor, with the consent of its primary lenders, Wilmington
Trust, National Association, had determined that its assets should
be divided into four bidding lots:
(a) assets in the Raton Basin in Colorado;
(b) assets in the Williston Basin in North Dakota;
(c) assets in the Western Uintah Basin in Utah; and
(d) assets in the Eastern Uintah Basin in Utah.
The Debtor told the Court that it had already sold or abandoned all
four of the Lots, however, in preparing for the closing of its last
Lot, the Western Uintah Basin Assets, certain environmental issues
arose, and the parties to the sale set aside a reserve fund to
address the potential costs associated with the environmental
issues.
The Debtor asserted that its reorganization strategy would be
hindered if the Plan Period is allowed to expire and the Debtor is
forced to spend resources fending off any competing plans that may
be filed while the environmental issues related to the Western
Uintah Basin Assets remain unresolved and create uncertainty with
respect to the proceeds available to the Debtor's stakeholders and
creditors.
The Debtor contended that the reserve fund set aside by the parties
is approximately $7 million -- which is close to 15% of the total
sale price of $51.5 million for the Western Uintah Basin Assets.
Accordingly, the Debtor said that it will be in a better position
to evaluate its strategy moving forward in the case after a
resolution of the environmental issues related to the sale of the
Western Uintah Basin Assets given the fact that the potential
adjustment to the sale price is $7 million.
About III Exploration II LP
III Exploration II LP and its general partner, Petroglyph Energy,
Inc., are headquartered in Boise, Idaho. III Exploration II is
engaged in the exploration and production of oil and natural gas
deposits, primarily in the Uinta Basin in Utah. III Exploration
also has an interest in approximately 42,100 undeveloped acres in
the Raton Basin located in Colorado, and participates in joint
ventures with respect to properties in the Williston Basin in North
Dakota.
III Exploration filed a chapter 11 petition (Bankr. D. Utah Case
No. 16-26471) on July 26, 2016. The petition was signed by Paul R.
Powell, president. The Debtor estimated assets at $50 million to
$100 million and debt at $100 million to $500 million.
The case is assigned to Judge R. Kimball Mosier.
The Debtor tapped George Hofmann, Esq., Steven C. Strong, Esq., and
Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., to serve as its
general counsel; and A. John Davis, Esq., at Holland & Hart LLP to
serve as special counsel. Tudor Pickering Holt & Co. is the
Debtor's investment banker. Donlin Recano & Company Inc. is the
claims and noticing agent.
No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has been
established.
J A R R INC: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of J A R R, INC., as of July 20,
according to a court docket.
About Tre Amici Leasing
Tre Amici Leasing, LLC, and J A R R, INC., operate a personal
transportation service, which consists of a traditional taxi
service as well as contract work for Pasco County Public
Transportation (PCPT). The Debtor and its affiliates collectively
operate as Signature Car Service.
Tre Amici Leasing, LLC and J A R R, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos.
17-05123 and 17-05124) on June 13, 2017. At the time of the
filing, both Debtors estimated their assets of less than $100,000
and liabilities of less than $1 million. Joel S. Treuhaft, Esq.,
at Palm Harbor Law Group, P.A., serves as the Debtors' legal
counsel.
JERRY DAVIS: $284K Sale of Allentown Property to Griswold Okayed
----------------------------------------------------------------
Judge Henry A. Callaway of the U.S. Bankruptcy Court for the
Southern District of Alabama authorized Jerry H. Davis' sale of his
ownership interest in the real property located on Penton Road,
Allentown, Florida, consisting of 63 acres more or less known as
parcel 31-4N-28-0000-00101-0000, to Paul M. Griswold, or his
designee, for $283,500.
The sale is free and clear of all liens.
After the payment of all closing costs and fees payable by the
Seller under the Purchase Agreement, ad valorem taxes, and $650 to
Irvin Grodsky IOLTA account, the Closing Agent will pay the balance
of the sales proceeds to United Bank to be applied against the debt
secured by the mortgage against said Property.
In the event PHD Realty, LLC receives a commission from United Bank
on the sale, the amount paid will not be deducted from the amount
of the credit given by United Bank against the amount secured by
the mortgage on said Property.
Unless a party in interest files a written objection within 14 days
from the date of entry of the Order objecting to the relief granted
in the Order with the Clerk of the Court at 201 St. Louis Street,
Mobile, Alabama, and serves a copy on the Debtor's attorney, Irvin
Grodsky, P.C., Post Office Box 3123, Mobile, Alabama, the Court
will consider that no party in interest opposes the granting of the
relief accorded in the Order and the Order will become effective
and final thereafter. If a party in interest files and serves a
written objection within the time permitted, the Court will
schedule a hearing and the party in interest will be notified by
the Clerk of the Court.
Jerry H. Davis sought Chapter 11 protection (Bankr. S.D. Ala. Case
No. 16-04461) on Dec. 23, 2016. The Debtor tapped Irvin Grodsky,
Esq., as counsel.Jerry H. Davis sought Chapter 11 protection
(Bankr. S.D. Ala. Case
No. 16-04461) on Dec. 23, 2016. The Debtor tapped Irvin Grodsky,
Esq., as counsel.
JERRY DAVIS: Sale of Jay Property to Fleming for $23K Approved
--------------------------------------------------------------
Judge Henry A. Callaway of the U.S. Bankruptcy Court for the
Southern District of Alabama authorized Jerry H. Davis' sale of
real property known as Lots Number 15 and 16, located on Highway
182, Pond Creek Estates, Jay, Santa Rosa County, Florida, to
Patrick Fleming, or his designee, for $23,420.
The sale is free and clear of all liens.
After the payment of all closing costs and fees payable by Seller
under the Purchase Agreement, ad valorem taxes, and $650 to Irvin
Grodsky IOLTA account, the Closing Agent shall pay the balance of
the sales proceeds to United Bank to be applied against the debt
secured by the mortgage against said Property.
In the event PHD Realty, LLC, receives a commission from United
Bank on the sale, the amount paid shall not be deducted from the
amount of the credit given by United Bank against the amount
secured by the mortgage on said Property.
Unless a party in interest files a written objection within 14 days
from the date of entry of the Order objecting to the relief granted
in the Order with the Clerk of the Court at 201 St. Louis Street,
Mobile, Alabama, and serves a copy on the Debtor's attorney, Irvin
Grodsky, P.C., Post Office Box 3123, Mobile, Alabama, the Court
will consider that no party in interest opposes the granting of the
relief accorded in the Order and the Order will become effective
and final thereafter. If a party in interest files and serves a
written objection within the time permitted, the Court will
schedule a hearing and the party in interest will be notified by
the Clerk of the Court.
Jerry H. Davis sought Chapter 11 protection (Bankr. S.D. Ala. Case
No. 16-04461) on Dec. 23, 2016. The Debtor tapped Irvin Grodsky,
Esq., as counsel.
KAR AUCTION: S&P Affirms 'BB-' CCR, Outlook Remains Stable
----------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on Indiana-based KAR
Auction Services Inc., including its 'BB-' corporate credit rating.
The outlook remains stable.
KAR has continued to benefit from increasing whole-car and salvage
auction volumes, which the company has translated into solid
profitability and steady cash flow generation. KAR has an
established position in the competitive whole-car and salvage
auction markets, is fairly resilient to periods of general economic
weakness, and has strong EBITDA margins. However, the scope of the
company's business activities remains concentrated in North
America.
S&P said, "The stable outlook on KAR reflects our belief that the
company's earnings and free cash flow will remain appropriate for
the current rating during the next year due to its relatively
consistent revenue base and tight financial controls. For the
current rating, we expect the company to maintain a debt-to-EBITDA
metric of less than 5x a FOCF-to-debt ratio in the 5%-10% range.
"We also assume that KAR's competitive position will benefit from
the evolving dynamics in the physical and online whole-car and
salvage auction markets, which will provide the company with an
opportunity to expand its business.
"We could lower our ratings on KAR if the company's annualized FOCF
fell below 5% or if its total debt-to-EBITDA exceeds 5x on a
sustained basis. We could also lower our ratings if aggressive
leveraged acquisition activity substantially reduces the company's
availability under its revolving credit facility.
"We could raise our ratings on KAR if the company continues to
operate its existing business strategy while improving its
operating efficiencies and successfully integrating its
acquisitions. Specifically, we could raise our ratings if the
company debt-to-EBITDA falls below 4.0x and its FOCF-to-debt ratio
exceeds 10% on a sustained basis."
KATY INDUSTRIES: Court Approves Assets Sale to Jansan Acquisition
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Katy Industries' motion for an order approving and authorizing the
sale of substantially all of the Debtors' assets to the successful
bidder free and clear of all liens, claims, encumbrances and other
interests. As previously reported, "The Debtors entered into an
asset purchase agreement with Jansan Acquisition (the 'Stalking
Horse Purchaser'), a newly created entity co-owned by Highview
Capital, a third-party investor and affiliate of Victory Park
Management, as administrative agent for the Company's pre-petition
second lien lender. The aggregate purchase price for the Purchased
Assets shall be an amount equal to (i) the assumption of the Encina
Obligations, which amount shall be reduced by any prepayments; plus
(ii) a credit bid in the amount outstanding under the $7.5 million
secured debtor-in-possession credit facility at the time of the
Closing; plus (iii) a credit bid in the amount of the Second Lien
Debt; plus (iv) the Assumed Liabilities; plus (v) the Wind Down
Reserve; plus (vi) $975,000 less any applicable credits set forth
in that certain engagement letter agreement by and between Katy
Industries and Lincoln Partners Advisors made and entered into as
of March 16, 2017 as amended by the Order entered by the Bankruptcy
Court on June 19, 2017 approving the retention of Lincoln as
investment banker for the Company; plus (vii) in the event a
Qualified Bidder other than the Purchaser is the Successful
Bidder."
About Katy Industries
Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, is a manufacturer, importer,
and distributor of commercial cleaning and consumer storage
products as well as a contract manufacturer of structural foam
products. It distributes its products across the United States
and Canada. It is best known for such brands as Continental,
Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and
SilverWolf, among many others. The Company operates three
manufacturing facilities located in Jefferson City, Missouri,
Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate
headquarters located in St. Louis, Missouri.
Katy Industries, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 17-11101) on May 14, 2017.
Katy Industries disclosed assets at $821,321 and liabilities at
$58,421,346.
The petitions were signed by Lawrence R. Perkins of
SierraConstellation Partners LLC, who serves as the Debtors' chief
restructuring officer.
The Debtors tapped DLA Piper LLP (US) as counsel; and Lincoln
Partners Advisors LLC as their investment banker.
KATY INDUSTRIES: Creditors' Panel Hires Drinker Biddle as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Katy Industries,
Inc., et al. seeks authorization from the U.S. Bankruptcy Court for
the District of Delaware to retain Drinker Biddle & Reath LLP as
counsel to the committee, nunc pro tunc to May 26, 2017.
The Committee requires Drinker Biddle to:
(a) attend the meetings of the Committee;
(b) review financial and operational information furnished by
the Debtors to the Committee;
(c) investigate and determine the value of unencumbered assets;
(d) analyze and negotiate the budget and the terms of the
debtor-in-possession financing;
(e) assist in the efforts to sell assets or equity of the
Debtors in a manner that maximizes the value for creditors;
(f) review and diligence the proposed sale of substantially all
of the Debtors' assets;
(g) review and analyze chapter 11 plan issues and pursue
confirmation of a plan or plans as may be appropriate to
provide distributable value to the holders of general
unsecured claims;
(h) review and investigate the liens of purported secured
parties;
(i) review and investigate prepetition transactions in which
the Debtors and/or their insiders were involved;
(j) confer with the Debtors' management, counsel and financial
advisors;
(k) review the Debtors' schedules, statements of financial
affairs and business plan;
(l) advise the Committee as to the ramifications regarding all
of the Debtors' activities and motions before this Court;
(m) file appropriate pleadings on behalf of the Committee;
(n) review and analyze the Debtors' financial professionals'
work product and report to the Committee on that analysis;
(o) provide the Committee with legal advice in relation to the
chapter 11 cases;
(p) prepare various applications and memoranda of law submitted
to the Court for consideration; and
(q) perform such other legal services for the Committee as may
be necessary or proper in these proceedings.
Drinker Biddle will be paid at these hourly rates:
Robert K. Malone, Partner $800
Steven K. Kortanek, Partner $750
Andrew J. Flame, Partner $680
Patrick A. Jackson, Associate $565
Joseph N. Argentina, Jr., Associate $450
Ravi Vohra Associate, $390
Tamara L. Stoner, Paralegal $350
Drinker Biddle has agreed to cap its hourly rate for this
engagement at $800.
Drinker Biddle will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven K. Kortanek, partner at the law firm of Drinker Biddle,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
-- The Committee was formed postpetition. Drinker Biddle's
billing rates and material financial terms have not changed
postpetition.
-- For the period from May 26, 2017 through August 31, 2017,
which is the first quarterly interim fee period pursuant to
the interim compensation procedures order entered on June
16, 2017.
Drinker Biddle can be reached at:
Steven K. Kortanek, Esq.
DRINKER BIDDLE & REATH LLP
222 Delaware Avenue, Suite 1410
Wilmington, DE 19801-1621
Tel: (302) 467-4200
Fax: (302) 467-4201
E-mail: Steven.Kortanek@dbr.com
About Katy Industries
Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, is a manufacturer, importer,
and distributor of commercial cleaning and consumer storage
products as well as a contract manufacturer of structural foam
products. It distributes its products across the United States
and Canada. It is best known for such brands as Continental,
Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and
SilverWolf, among many others. The Company operates three
manufacturing facilities located in Jefferson City, Missouri,
Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate
headquarters located in St. Louis, Missouri.
Katy Industries, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-11101) on May 14, 2017.
Katy Industries disclosed assets at $821,321 and liabilities at
$58,421,346.
The petitions were signed by Lawrence R. Perkins of
SierraConstellation Partners LLC, who serves as the Debtors' chief
restructuring officer.
The Debtors tapped DLA Piper LLP (US) as counsel; and Lincoln
Partners Advisors LLC as their investment banker.
An Official Committee of Unsecured Creditors has retained Drinker
Biddle & Reath LLP as counsel; and Emerald Capital Advisors as
financial advisors.
KATY INDUSTRIES: Interim Ruling on Mo. Workers Compensation Entered
-------------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an interim order approving the Missouri Department of Labor &
Industrial Relations, Division of Workers' Compensation's emergency
motion to compel Katy Industries' affiliated Debtor Continental
Commercial Products to comply with the laws of the State of
Missouri related to workers' compensation or, in the alternative,
for an order dismissing this case. As previously reported, "In
order for Continental to continue to operate lawfully in Missouri,
the Debtor must abide by Missouri law and administer and pay any
and all benefits that are deemed compensable to injured employees
either based upon a reported injury or the filing of a Claim for
Compensation with the Department. All self-insured employers must
retain or hire a licensed by the Missouri Department of Insurance,
Financial Institutions and Professional Registration or a service
company that is certified by the Division. The Department has been
previously informed that Continental and its TPA intend to
terminate their relationship. Continental has not provided the
Department with a written agreement that purportedly extends the
administrator services Continental currently has with its TPA.
Wherefore, the Department prays this Court enter an order
compelling Continental to do the following as required by Missouri
law, or, alternatively dismissing this bankruptcy case for cause
pursuant to 11 U.S.C. section 1112."
About Katy Industries
Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, is a manufacturer, importer,
and distributor of commercial cleaning and consumer storage
products as well as a contract manufacturer of structural foam
products. It distributes its products across the United States
and Canada. It is best known for such brands as Continental,
Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and
SilverWolf, among many others. The Company operates three
manufacturing facilities located in Jefferson City, Missouri,
Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate
headquarters located in St. Louis, Missouri.
Katy Industries, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 17-11101) on May 14, 2017.
Katy Industries disclosed assets at $821,321 and liabilities at
$58,421,346.
The petitions were signed by Lawrence R. Perkins of
SierraConstellation Partners LLC, who serves as the Debtors' chief
restructuring officer.
The Debtors tapped DLA Piper LLP (US) as counsel; and Lincoln
Partners Advisors LLC as their investment banker.
KATY INDUSTRIES: Panel Hires Emerald Capital as Financial Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Katy Industries,
Inc., et al. seeks authorization from the U.S. Bankruptcy Court for
the District of Delaware to retain Emerald Capital Advisors as
financial advisors, nunc pro tunc to May 30, 2017.
The Committee requires Emerald Capital to:
(a) review and analyze the Company's operations, financial
condition, business plan, strategy, and operating
forecasts;
(b) assist the Committee in evaluating any proposed debtor-in-
possession financing;
(c) assist in the determination of an appropriate capital
structure for the Company;
(d) advise the Committee as it assesses the Debtors' executory
contracts including assume versus reject considerations;
(e) assist and advise the Committee in connection with its
identification, development, and implementation of
strategies related to the potential recoveries for the
unsecured creditors as it relates to the Debtors' Chapter
11 plan;
(f) assist the Committee in understanding the business and
financial impact of various restructuring alternatives of
the Debtors;
(g) assist the Committee in its analysis of the Debtors'
financial restructuring process, including its review of
the Debtors' development of plans of reorganization and
related disclosure statements;
(h) assist the Committee in evaluating, structuring and
negotiating the terms and conditions of any proposed
transaction, including the value of the securities, if any,
that may be issued to thereunder;
(i) assist in the evaluation of the asset sale process,
including the identification of potential buyers;
(j) assist in evaluating the terms, conditions, and impact of
any proposed asset sale transactions;
(k) assist the Committee in evaluating any proposed merger,
divestiture, joint venture, or investment transaction;
(l) assist the Committee to value the consideration offered by
the Debtors to unsecured creditors in connection with the
sale of the Debtors' assets or a restructuring;
(m) provide testimony, as necessary, in any proceeding before
the Bankruptcy Court; and
(n) provide the Committee with other appropriate general
restructuring advice.
Emerald Capital will be paid at these hourly rates:
Managing Partners $650 - $675
Managing Directors $600
Vice Presidents $550
Senior Associates $500
Associates $450
Senior Analysts $350 - $400
Analysts $275 - $300
Emerald Capital will also be reimbursed for reasonable
out-of-pocket expenses incurred.
John P. Madden, founder and managing partner of Emerald Capital,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Emerald Capital can be reached at:
John P. Madden
EMERALD CAPITAL ADVISORS CORP.
70 East 55th Street, 17th Floor
New York, NY 10022
Tel: (212) 201-1904
E-mail: info@emeraldcapitaladvisors.com
About Katy Industries
Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, is a manufacturer, importer,
and distributor of commercial cleaning and consumer storage
products as well as a contract manufacturer of structural foam
products. It distributes its products across the United States
and Canada. It is best known for such brands as Continental,
Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and
SilverWolf, among many others. The Company operates three
manufacturing facilities located in Jefferson City, Missouri,
Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate
headquarters located in St. Louis, Missouri.
Katy Industries, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-11101) on May 14, 2017.
Katy Industries disclosed assets at $821,321 and liabilities at
$58,421,346.
The petitions were signed by Lawrence R. Perkins of
SierraConstellation Partners LLC, who serves as the Debtors' chief
restructuring officer.
The Debtors tapped DLA Piper LLP (US) as counsel; and Lincoln
Partners Advisors LLC as their investment banker.
An Official Committee of Unsecured Creditors has retained Drinker
Biddle & Reath LLP as counsel; and Emerald Capital Advisors as
financial advisors.
KEENEY TRUCK: Sale Process for 15 Tractors Approved
---------------------------------------------------
Judge Sandra R. Klein of the U.S. Bankruptcy Court for the Central
District of California authorized Keeney Truck Lines, Inc.'s sale
outside the ordinary course of business of (i) two International
Harvester tractors and 10 Freightliner tractors ("Lot 2") to Flour
Transport, Inc. for $350,000, subject to overbid; and (ii) five
2013 Volvo tractors ("Lot 4") to TEC Equipment, Inc. for $182,500
(representing a unit price of $36,500 per truck), subject to
overbid.
A hearing on the Motion was held on July 13, 2017 at 10:00 a.m.
The Debtor is authorized to sell free and clear of all liens and
interests the Lot 2 and Lot 4.
The South Coast Air Quality Management District ("AQMD") having not
opposed the Motion and having not appeared at the hearing on the
Motion, the sale of the 10 Freightliner tractors in Lot 2 will be
free and clear of any lien or interest of the AQMD.
The People's Capital's combined lien against the 10 Freightliner
tractors in Lot 2 and the five Volvo tractors in Lot 4 ("15
Tractors") is fixed at $490,000 as an agreed upon compromise to
resolve all disputes between the Parties as announced at hearing.
Upon completion of the July 18, 2017 auction and receipt of the
Purchasers' funds, Keeney will remit $490,000 to People's Capital
without the necessity of further order from the Court.
Upon payment of the $490,000 to People's Capital its proof of
claim, the Court assigned number 7, as filed March 10, 2017 will be
deemed fully satisfied in all respects, as paid in full, and
People's Capital will have no further claim against the Bankruptcy
estate.
Upon payment of the $490,000 People's Capital will take all
appropriate steps to transfer titles to the 15 Tractors to the
Debtor and promptly file a release of its UCC-1 filing with the
California Secretary of State.
The sale of Lot 2 and Lot 4 will be free and clear of all liens or
interests of People's Capital.
The Auction of Lot 2 and Lot 4 will be held at the Keeney's place
of business 3500 Fruitland Avenue, Maywood, Califorania commencing
at 11:00 a.m. on July 18, 2017.
Keeney is authorized to sell Lot 2 to Flour Transport, Inc., or to
a qualifying successful overbidder, free and clear of all liens,
claims, and encumbrances. It also is authorized to sell Lot 4 to
TEC Equipment, or to a qualifying successful overbidder, free and
clear of all liens, claims, and encumbrances.
To participate in the overbidding and auction, any interested
parties (Overbidder(s)) will be required to:
a. An Overbidder will sign a Purchase and Sale Agreement in
substantially the form as signed by the initial bidder for Lot 2
and Lot 4, which were Exhibits A and B to the Declaration of Dan
Hubbard filed as Docket No 103-2, pgs 6–17 and pgs 18-25;
b. The initial overbid on Lot 2 will $367,500 (5% of $350,000)
and initial deposit of first overbidder will total $52,500
($35,000) deposit plus initial overbid $17,500);
c. The initial overbid on Lot 4 will be $9,000 (5% of $180,000)
and initial deposit of first overbidder will total $27,000 ($18,000
deposit plus initial overbid $9,000);
d. The bidding will be in increments of not more than 5% of the
initial offered bid or as set by auctioneer so as to be
commercially reasonable;
e. An Overbidder will pay the balance of winning/successful bid
in good verified funds, i.e. cashier's check or money wired within
48 hours of close of bidding;
f. An Overbidder agrees to collection of the successful bid by
the auctioneer, AGES, as agent for the Debtor, collection also to
include the auctioneer's 1.5% commission and sales tax as is
required by law;
g. All parties to the auction agree that if a
winning/successful bidder is unable to consummate their purchase
within 48 hours of closing of bidding, they will forfeit their
deposit as liquidated damages to the estate; and
h. All parties to the auction agree in a case of failure by the
winning/successful bidder, the Lot will be made available to the
next highest or runner up bidder.
Pursuant to Section 365(g), the contract between the Debtor and
AQMD is deemed rejected, and AQMD may file a claim for early
termination damages, if any, against the estate.
The 14-day waiting period prescribed by Rule 6004(h) of the Federal
Rules of Bankruptcy Procedure is waived.
Keeney is authorized to use the sale proceeds to pay AGES'
commission of 1.5% of the final sales.
A copy of the list of Vehicles to be sold attached to the Order is
available for free at:
http://bankrupt.com/misc/Keeney_Truck_120_Order.pdf
About Keeney Truck Lines
Keeney Truck Lines, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 16-12509) on Sept. 9, 2016. The
petition was signed by Dan Hubbard, president/CEO.
The Hon. Sandra R. Klein presides over the case.
The Law Office of William Fennell, APLC, represents the Debtor as
counsel.
The Debtor disclosed total assets of $3.30 million and total
liabilities of $1.68 million as of the bankruptcy filing.
KEYSTONE TUBE: Hires Ernst & Young as Tax Services Provider
-----------------------------------------------------------
Keystone Tube Company LLC, et al., seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Ernst &
Young LLP as tax services provider, nunc pro tunc to the June 18,
2017 petition date.
The Debtors require Ernst & Young to provide these services:
(A) 2016 US Income Tax Compliance Statement of Work
Ernst & Young will provide the following tax advisory services to
the Debtors:
-- prepare one US consolidated federal return for the tax year
ended December 31, 2016, including seven active Form 5471s,
four dormant Form 5471s and one Form 8858;
-- prepare state and local income tax returns; and
-- prepare estimated tax payment vouchers, based on taxable
income calculations provided by the Debtor for the 2017 tax
year.
(B) Tax Accounting Assistance SOW
Ernst & Young will provide the following tax advisory services to
the Debtor:
-- attend pre-close meetings;
-- prepare worldwide annualized effective tax rate;
- estimate forecasted permanent items as needed
- identify and quantify other rate impacting items such as
changes in statutory rate, valuation allowance movements,
UTP movements, discrete items, etc.
- apply technical guidance related to accounting for income
taxes in interim periods to determine how forecasted and
year to-date results impact the AETR
-- assist with related financial statement disclosures;
-- other tax provision calculations and tax accounting
consultations as requested by the Debtors.
(C) UNICAP SOW
Ernst & Young will provide the following tax advisory services to
the Debtors:
-- Ernst & Young will review the 2016 departmental trial
balance and confirm current cost identification and
capitalization methods are consistent with prior years;
-- Ernst & Young will confirm that the previous treatment of
departments and accounts between capitalizable, deductible
and mixed service costs is appropriate for the current year;
-- Ernst & Young will analyze new departments and accounts to
determine if capitalizable or deductible;
-- Ernst & Young will incorporate book-tax differences
consistent with the methodology established; and
-- Ernst & Young will prepare the 2016 UNICAP calculation for
A.M. Castle using the simplified production methodology.
(D) ROCA SOW
Ernst & Young will provide the following tax advisory services to
the Debtors:
-- Ernst & Young will provide to the Debtors routine tax advice
and assistance concerning issues as requested by the Debtors
when such projects are not covered by a separate SOW and do
not involve any significant tax planning or projects;
-- The ROCA SOW is intended to be used for engagements to
respond to general tax questions and assignments that are
expected, at the beginning of the project, to involve total
professional time not to exceed $25,000 in professional fees
at the standard hourly rates for the professionals involved.
The scope of these services may be agreed to orally or
through written communications with the Debtors such as e-
mails. The ROCA SOW applies to routine tax advisory projects
commenced on or before the termination of the Agreement;
-- The projects covered by the ROCA SOW include assistance with
tax issues by answering one-off questions, drafting memos
describing how specific tax rules work, assisting with
general transactional issues, and assisting the Debtors in
connection with its dealing with tax authorities;
-- Specific tasks that may be involved in connection with the
Services include the following: participating in meetings
and telephone calls with Client; participating in meetings
and telephone calls with taxing authorities and other third
parties where we are not representing Client before the
taxing authority; reviewing transaction-related
documentation; researching technical issues; preparing
technical memoranda, letters, e-mails, and other written
documentation; and addressing retention and fee related
requirements in the Debtors' chapter 11 cases.
(E) Sales and Use Tax Compliance SOW
Ernst & Young will provide the following tax compliance services to
the Debtors:
-- On behalf of the Debtors, Ernst & Young will prepare the
sales and use tax returns that the Debtors are required to
file as noted in the Sales and Use Tax Compliance SOW. The
term of the engagement is July 1, 2017 to June 30, 2018.
-- Ernst & Young will assist the Debtors with preparing sales
and use tax registrations in new jurisdictions as directed
by the Debtors. The Debtors are responsible for notifying
Ernst & Young of new filing obligations no less than 30 days
prior to their due dates.
-- Ernst & Young will prepare sales and use tax returns that
report the amount of tax billed or accrued by the Debtors as
indicated in the tax data files. All returns will be subject
to the Debtors' review and approval.
-- Ernst & Young will review and attempt to resolve routine
taxing agency inquiries and notices related to returns filed
by Ernst & Young and provided to Ernst & Young by the
Debtors. Ernst & Young will not negotiate and/or settle
disputed tax obligations on the Debtors' behalf. The Debtors
management is required to explicitly approve any such
resolution whereby additional tax or payment liability would
be incurred by the Debtors. At the direction and approval of
the Debtors, tax auditors will be able to examine return
work papers and other documentation supporting returns
prepared by Ernst & Young at Ernst & Young's location.
Ernst & Young's fees in connection with the Tax Services will be as
follows:
(A) 2016 US Income Tax Compliance SOW
The Debtors will pay Ernst & Young a fee of $110,000 for the US
Income tax return services, $70,000 of which has been paid in
advance. The remaining $40,000 of fees will be billed in accordance
with the invoicing scheduled presented below:
First Progress Bill - July 1, 2017 $20,000
Second Progress Bill - August 1, 2017 $20,000
(B) Tax Accounting Assistance SOW, UNICAP SOW and ROCA
SOW
The Debtors will pay fees for the Services, which fees are based on
the time that Ernst & Young's professionals spend performing them.
The fees for the UNICAP SOW shall not exceed $12,000 in total.
Partners/Principals $900
Executive Director $775
Senior Manager $725
Manager $600
Senior $460
Staff/Assistant $230
(C) Sales and Use Tax Compliance SOW
The Fee for the services described in the Sales and Use Tax
Compliance SOW will be $60 per return provided that Ernst & Young
receives all information necessary for the completion of the
returns by the 4th business day of the month for all US state and
local sales and use tax returns and 7th business day of the month
for return filings in Canada.
As of the Petition Date, nothing was due and owing from the Debtors
to Ernst & Young in respect of services provided prior to such
date, and Ernst & Young was holding a retainer of $15,000, which
Retainer is to be applied by Ernst & Young in payment of
compensation and reimbursement of expenses incurred following the
Petition Date, subject to prior Court approval.
Kevin W. Brower, partner of Ernst & Young, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Ernst & Young can be reached at:
Kevin W. Brower
ERNST & YOUNG LLP
155 North Wacker Dr.
Chicago, IL 60606
Tel: (312) 879-2000
Fax: (312) 879-4000
About Keystone Tube Company
and A. M. Castle
Founded in 1890, and based in Oak Brook, Illinois, A. M. Castle &
Co. (OTCQB:CASL) is a global distributor of specialty metal and
supply chain services, principally serving the producer durable
equipment, commercial aircraft, heavy equipment, industrial goods,
construction equipment, and retail sectors of the global economy.
It specializes in the distribution of alloy and stainless steels;
nickel alloys; aluminum and carbon. Together, A.M. Castle and its
affiliated companies operate out of 21 metals service centers
located throughout North America, Europe and Asia.
The Company disclosed $339.2 million in assets and $388.4 million
in liabilities as of March 31, 2017.
On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC,
and three related entities sought Chapter 11 protection to seek
confirmation of a Prepackaged Joint Chapter 11 Plan of
Reorganization. The cases are jointly administered under the lead
case of Keystone Tube Company (Bankr. D. Del. Case No. 17-11330)
and are pending before the Honorable Laurie Selber Silverstein.
The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel,
Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as
tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick &
West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the
claims and solicitation agent.
Creditors that are parties to the Restructuring Support Agreement
("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as
co-counsel; and Ducera Partners LLC, as financial advisor.
Consenting Creditor SGF, Inc tapped Goodwin Procter LLP and Pepper
Hamilton LLP as counsel.
Shipman Goodwin LLP serves as counsel to the First Lien Agent.
No official committee has been appointed in the case.
KEYSTONE TUBE: Hires Fenwick & West as Special Tax Counsel
----------------------------------------------------------
Keystone Tube Company LLC, et al., seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Fenwick &
West LLP as special tax counsel, nunc pro tunc to the June 18, 2017
petition date.
The professional services that Fenwick & West will render to the
Debtors include, but will not be limited to, representation of the
Debtors with respect to the Debtors' restructuring and the
preservation and utilization of their tax attributes.
Fenwick & West will be paid at these hourly rates:
Partners $765-$1,350
Counsel and Senior Counsel $690-$1,100
Associates and Staff Attorneys $357-$770
Patent Agents $225-$545
Paralegals $150-$390
Practice Support Professionals $185-$660
Fenwick & West will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael F. Solomon, partner of the firm Fenwick & West, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Fenwick & West can be reached at:
Michael F. Solomon Esq.
FENWICK & WEST LLP
1191 Second Ave., 10th Floor
Seattle, WA 98101
Tel: (206) 389-4510
Email: msolomon@fenwick.com
About Keystone Tube Company
and A. M. Castle
Founded in 1890, and based in Oak Brook, Illinois, A. M. Castle &
Co. (OTCQB:CASL) is a global distributor of specialty metal and
supply chain services, principally serving the producer durable
equipment, commercial aircraft, heavy equipment, industrial goods,
construction equipment, and retail sectors of the global economy.
It specializes in the distribution of alloy and stainless steels;
nickel alloys; aluminum and carbon. Together, A.M. Castle and its
affiliated companies operate out of 21 metals service centers
located throughout North America, Europe and Asia.
The Company disclosed $339.2 million in assets and $388.4 million
in liabilities as of March 31, 2017.
On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC,
and three related entities sought Chapter 11 protection to seek
confirmation of a Prepackaged Joint Chapter 11 Plan of
Reorganization. The cases are jointly administered under the lead
case of Keystone Tube Company (Bankr. D. Del. Case No. 17-11330)
and are pending before the Honorable Laurie Selber Silverstein.
The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel,
Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as
tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick &
West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the
claims and solicitation agent.
Creditors that are parties to the Restructuring Support Agreement
("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as
co-counsel; and Ducera Partners LLC, as financial advisor.
Consenting Creditor SGF, Inc tapped Goodwin Procter LLP and Pepper
Hamilton LLP as counsel.
Shipman Goodwin LLP serves as counsel to the First Lien Agent.
No official committee has been appointed in the case.
KORLEY B. SEARS: 8th Cir. Affirms Bankr. Ct.'s Denial of Discharge
------------------------------------------------------------------
In 2012, several creditors initiated an adversary proceeding
against Korley Sears in bankruptcy court. The creditors argued that
the court should not discharge Korley from his debts when
confirming a plan of reorganization. Following a bench trial, the
bankruptcy court denied a discharge on the grounds that Korley
concealed his property interest in a fishing boat and trailer, and
made a false oath about the boat. The district court affirmed the
order.
In his appeal, Korley raises several procedural arguments and also
disputes the denial of a discharge on the merits. The U.S. Court of
Appeals, Eighth Circuit affirms the order of the bankruptcy court.
In 2007, a group of relatives and related entities owned a
significant portion of the shares of a company called AFY, Inc.
These parties are Rhett Sears, the Rhett R. Sears Revocable Trust,
Ronald Sears, the Ron H. Sears Trust, and Dane Sears. The Searses
sold their shares of AFY to the company and Korley Sears. In
return, Korley signed promissory notes payable to the Searses.
In Feb. 2010, Korley filed for bankruptcy under Chapter 11 of the
Bankruptcy Code. A principal issue in the bankruptcy case was
whether claims filed by the Searses, which totaled over $5.2
million, should be allowed. The bankruptcy court allowed the claims
in an order filed in August 2014.
Korley complains that he was denied due process when the bankruptcy
court relied on a theory that the Searses did not advance. He says
that the Searses objected to discharge on a theory of fraudulent
"concealment" of property under section 727(a)(2), while the
bankruptcy court instead denied discharge under a theory of
fraudulent "transfer." The Eighth Circuit opines that there is no
substance to this contention: "Concealment has generally been
defined as the transfer of legal title to property to a third party
with the retention of a secret interest by the Bankrupt. In any
event, the Searses' filings alleged both transfer and concealment,
and the bankruptcy court's conclusion encompassed both concepts.
The Court, therefore, rejects Korley's claim that the ruling denied
him due process.
Korley also argues an evidentiary point that the bankruptcy court
erred by considering the proofs of claim that the Searses filed in
the bankruptcy case. The Court sees no abuse of discretion, because
the proofs of claim were authenticated and were admissible to show
that the Searses were creditors with standing to object to Korley's
discharge. Korley quibbles that the court should not have
considered a decision of the Bankruptcy Appellate Panel in a
related case, but the fact of the decision was a proper subject of
judicial notice, and the bankruptcy court's decision did not rely
impermissibly on anything in the BAP opinion.
Korley contends that even if the bankruptcy court's decision was
procedurally sound, the denial of his discharge was inappropriate
because the Searses' objections lacked merit. The bankruptcy court
denied a discharge on two independent grounds.
The first basis is set forth in section 727(a)(2)(A): the debtor,
with intent to hinder, delay, or defraud a creditor, has
transferred or concealed property of the debtor within one year
before the date of the filing of the bankruptcy petition. Korley
argues that he did not conceal any property, because he transferred
all ownership of the boat and trailer to the Goods, and there was
nothing for him to conceal. The bankruptcy court, however, was on
solid ground in concluding that Korley engaged in concealment when
he transferred legal title to the boat and trailer, while he
retained an undisclosed possessory interest in the property that
allowed him to use it for his own purposes. Nebraska law, moreover,
recognizes possessory interests as property, and Korley concealed
this property interest.
For these reasons, the order of the bankruptcy court is affirmed.
The appeals case is Rhett R. Sears; Rhett Sears Revocable Trust;
Ronald H. Sears; Ron H. Sears Trust; Dane Sears, Appellees, v.
Korley B. Sears, Appellant, U.S. Trustee, U.S. Trustee, No. 15-3417
(8th Cir.).
A full-text copy of the Eighth Circuit's Decision is available at
https://is.gd/vFVkG7 from Leagle.com.
Jerry L. Strasheim -- jls@strasheimlaw.com -- for Appellant.
Donald L. Swanson -- don.swanson@koleyjessen.com -- for Appellee.
Brian Joseph Koenig, for Appellee.
About Korley Sears
Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11
bankruptcy protection (Bankr. D. Neb. Case No. 10-40277) on
Feb. 2, 2010. Jerrold L. Strasheim, Esq., in Omaha, Nebraska,
assisted Mr. Sears in his restructuring effort. The Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.
KORLEY B. SEARS: 8th Circuit Affirms Allowance of $5.2MM Claims
---------------------------------------------------------------
Korley Sears, a Chapter 11 debtor-in-possession, appeals a decision
of the district court affirming the bankruptcy court's grant of
summary judgment for several creditors. The judgment allowed proofs
of claim totaling over $5.2 million. The U.S. Court of Appeals,
Eighth Circuit, concludes that there is no merit to Korley's
several objections, so the Court affirms.
In 2007, a group of relatives and related entities owned a
significant portion of the shares of a company called AFY, Inc.
These parties are Rhett Sears, the Rhett R. Sears Revocable Trust,
Ronald Sears, the Ron H. Sears Trust, and Dane Sears. Pursuant to a
stock sale agreement, the Searses sold their shares of AFY to the
company and Korley Sears. In return, Korley signed promissory notes
payable to the Searses, which were to be paid in annual
installments.
Korley argues that the Searses breached their duties of loyalty and
good faith and fair dealing under the sale agreement by helping to
appoint a trustee and then assisting the trustee to liquidate AFY's
assets. He also contends that his obligations under the sale
agreement and promissory notes were discharged, because performance
was impossible after AFY was liquidated, and because liquidation
frustrated the contract's purpose. He next asserts that there was a
fai8lure of consideration under the contract, because the Searses
helped to liquidate AFY. This latter claim is another way of
describing an alleged failure of performance.
The Eighth Circuit asserts that none of these contractual defenses
have merit because all of the challenged conduct occurred after
Korley filed for bankruptcy. When a party in interest objects to a
creditor's claim, the bankruptcy court "shall determine the amount
of such claim. . . as of the date of the filing of the petition."
Post-petition conduct thus cannot justify disallowing a proof of
claim.
Korley next argues that there was no mutual assent to the sale
agreement because he did not believe that AFY was also obligated to
pay the Searses for their stock. The agreement, however, lists both
AFY and Korley as the "Buyers" under the sale agreement who must
pay the purchase price to the Sellers. Consistent with this
understanding, AFY, not Korley, made the first annual installment
payments to the Searses on the notes. The Court sees no merit to
Korley's argument that the sale agreement lacked mutual assent.
Korley also raises a procedural argument regarding the Searses'
proofs of claim. Korley argues that the Searses' proofs of claim
did not include an "itemized" statement of interest, as required by
Federal Rule of Bankruptcy Procedure 3001(c)(2)(A) and Official
Form 10. Rule 3001(f) provides that a proof of claim that is
executed and filed in accordance with the rules is prima facie
evidence of the validity and amount of the claim. Korley contends
that the Searses' proofs of claim did not comply with the rules and
that the bankruptcy court thus erred in treating them as prima
facie evidence of validity and amount.
A claimant's failure to comply with Rule 3001(c)(2)(A) or Official
Form 10, however, is not by itself a reason to disallow a claim.
Section 502(b) enumerates the grounds on which a proof of claim may
be disallowed, and non-compliance with Rule 3001 is not one of
them. The bankruptcy court has authority to sanction a creditor who
fails to submit supporting information as directed by the rules of
procedure. Fed. R. Bankr. P. 3001(c)(2)(D). But a failure to
itemize interest in accordance with the rules means only that the
proof of claim is not prima facie evidence of the claim's validity
and amount.
The bankruptcy court treated the proofs of claim as prima facie
evidence of validity, but even assuming for the sake of analysis
that they were not entitled to that status, we may affirm the
judgment on any ground supported by the record. Even a claim that
lacks prima facie evidence of validity under Rule 3001(f) can
present at least some evidence of a demand for payment from the
bankruptcy estate. Here, the creditors supported their proofs of
claim with attached exhibits that documented Korley's debt,
although arguably not precisely in the manner contemplated by the
rules. In that situation, a debtor must "assert a substantive basis
for disallowance expressly stated in section 502 and come forward
with some evidence to disallow the claim for that reason."
Korley did not mount that sort of defense, and his stated
objections lacked merit: he advanced no persuasive argument that
the Searses' claims should be disallowed under any of the section
502(b) exceptions. Nor does he contend that the amounts asserted in
the proofs of claim are incorrect. The bankruptcy court thus did
not err in allowing the Searses' claims despite a potential
shortcoming in the itemization of interest.
The appeals case is Korley B. Sears, Appellant, v. Rhett R. Sears;
Rhett R. Sears Revocable Trust; Ronald H. Sears; Ron H. Sears
Trust; Dane Sears, Appellees, U.S. Trustee, U.S. Trustee, No.
15-3352 (8th Cir.).
A full-text copy of the Eighth Circuit's Decision is available at
https://is.gd/dSAguA from Leagle.com.
Jerry L. Strasheim -- jls@strasheimlaw.com -- for Appellant.
U.S. Trustee, for U.S. Trustee-Not Party.
David Alan Yudelson -- david.yudelson@koleyjessen.com -- for
Appellee.
Brian Joseph Koenig, for Appellee.
Kristin Mae Victoria Krueger, for Appellee.
About Korley Sears
Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11
bankruptcy protection (Bankr. D. Neb. Case No. 10-40277) on
Feb. 2, 2010. Jerrold L. Strasheim, Esq., in Omaha, Nebraska,
assisted Mr. Sears in his restructuring effort. The Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.
L&N TWINS: July 27 Auction of Pleasantville Property Set
--------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized L&N Twins Place, LLC's Bidding
Procedures and Auction Procedures in connection with the sale of
real property located at 2-4 Virginia Place, Pleasantville, New
York, to Agata Mishto $1,270,000, subject to overbid.
A hearing on the Motion was held on July 18, 2017.
The sale is free and clear of liens, claims and encumbrances
The Bidding Procedures and Auction Procedures are:
a. Seller: L&N Twins Place, LLC
b. Property to be Sold: The real property is located at 2-4
Virginia Place Pleasantville, New York, and will include the
assumption and assignment of the unexpired leases and executory
contracts.
c. Auction Date/Location: The auction will be held on July 27,
2017 commencing at 9:15 a.m. at the Court.
d. Requirement of Successful Bidder: There will be a hearing
before the Court immediately following the auction where the Debtor
will seek approval from the Court to sell the Property to the
highest bidder as determined at the auction. Upon the Court's
approval of the sale, the successful bidder will be required to
immediately enter into a contract of sale on the terms of its
winning bid providing for the sale to take place 15 days from the
date of the contract, time being of the essence, with
nocontingencies. The successful bidder will pay a non-refundable
deposit to Reich, Reich & Reich, P.C., as attorneys for L & N, in
the amount of $127,000 at the time of the contract execution. In
the event that Agata Mishto or 1111 Westchester, LLC is the
successful bidder, they will direct that the deposit funds in the
amount of $127,000 currently being held by Lawrence Garvey and
Alexander Zadrima, Esq., respectively, pursuant to their respective
contract of sale with the Debtor be paid to Reich, Reich & Reich,
PC, as attorneys for
L & N. At the hearing, the Court will also determine the Back Up
Bidder.
e. Back-Up Bidder: In the event the sale to the successful
bidder fails for any reason, upon five days written notice from the
Debtor to the second highest bidder at the auction, the Back Up
Bidder will be required to execute a contract of sale on the terms
of its back up bid providing for the sale to take place within 15
days from the date of the contract, time being of the essence, with
no-contingencies. The Back Up Bidder will pay a deposit to Reich,
Reich & Reich, P.C., as attorneys for L & N in the amount of
$127,000 at the time of the execution of the contract, which
deposit will be promptly refunded to the Back Up Bidder upon the
consummation of the sale to the Successful Bidder.
f. Court Approval: The Successful Bid and the Back-Up Bid, if
any, will be considered for approval by the Court immediately
following the auction, or as soon thereafter as counsel can be
heard.
g. Reserve Offering: The Property is being offered subject to
Court approval. The starting bid at the auction for the Property
is required to be $1,271,000.
h. Conduct of the Auction: The conduct of the auction is at the
direction and discretion of the real estate broker or the Debtor's
counsel, including establishing minimum bidding increments after
the initial bid and length of time between bids. The Court will
resolve any disputes with respect to the conduct or results of the
auction.
i. No Bidder Protections: No party bidding at the auction will
be entitled to a stalking horse fee or other such bidder
protection. No broker's fee will be paid except under a proper
application therefor for the Debtor's broker, which may include a
co-broker provision.
j. Notice: The Debtor will cause notice of the Auction to be
provided promptly to all persons and entities who have expressed a
bona fide interest in purchasing the Property. Maria Balaj,
through her counsel, will promptly inform the Debtor's counsel if
she is aware of any such person or entity in addition to Mishto and
111.
About L&N Twins Place
L&N Twins Place, LLC, a single asset real estate, as defined in 11
U.S.C. Section 101(51B), owns a multi-family residential building
located at 2-4 Virginia Place, Pleasantville, New York, valued at
$1.27 million.
L&N Twins Place sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 17-22758) on May 23, 2017. The petition was signed by David
Balaj, managing member. The Debtor estimated assets at $1.28
million and liabilities at
$650,449. Judge Robert D. Drain is assigned to the case. The
Debtor tapped Jeffrey A. Reich, Esq., at Reich Reich & Reich, P.C.,
as counsel.
LIGHTSTONE GENERATION: Bank Debt Trades at 2% Off
-------------------------------------------------
Participations in a syndicated loan under Lightstone Generation LLC
is a borrower traded in the secondary market at 97.76
cents-on-the-dollar during the week ended Friday, July 14, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.21 percentage points from the
previous week. Lightstone Generation pays 450 basis points above
LIBOR to borrow under the $1.625 billion facility. The bank loan
matures on Jan. 30, 2024 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 July 14.
LILY ROBOTICS: Fee Examiner Hires Bielli & Klauder as Counsel
-------------------------------------------------------------
David M. Klauder, the Fee Examiner for the bankruptcy estate of
Lily Robotics, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to employ Bielli & Klauder LLC
as counsel to the Fee Examiner, nunc pro tunc to June 12, 2017.
The Fee Examiner requires Bielli & Klauder to:
(a) review the Fee Applications and related invoices for
compliance with Sections 328, 329, 330 and 331 of the
Bankruptcy Code; Rule 2016 of the Bankruptcy Rules; Local
Rule 2016-2 of the Local Rules; The United States Trustee
Guidelines for Reviewing Applications for Compensation &
Reimbursement of Expenses filed under 11 U.S.C. section
330; and The Fee Examiner Order and together with the Local
Rules and the UST Guidelines, the "Guidelines";
(b) assist the Fee Examiner in any hearings or other
proceedings before the Court to consider the Fee
Applications including, without limitation, advocating
positions asserted in the reports filed by the Fee Examiner
and on behalf of the Fee Examiner;
(c) assist the Fee Examiner with legal issues raised by
inquiries to and from the Retained Professionals and any
other professional services provider retained by the Fee
Examiner;
(d) where necessary, attending meetings between the Fee
Examiner and the Retained Professionals;
(e) assist the Fee Examiner with the preparation of preliminary
and final reports regarding professional fees and expenses;
(f) assist the Fee Examiner in developing protocols and making
reports and recommendations; and
(g) provide such other services as the Fee Examiner may
request.
Bielli & Klauder will be paid at these hourly rates:
Thomas D. Bielli, Member $350
Nella M. Bloom, of Counsel $325
Cory P. Stephenson, Associate $205
Amy M. Huber, Paralegal $125
Bielli & Klauder will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Thomas D. Bielli, a member of the law firm Bielli & Klauder,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estate.
David M. Klauder Esq., the "Fee Examiner" is employed with Bielli &
Klauder as an attorney and is also a partner of Bielli & Klauder.
The Court will hold a hearing on the application on August 1, 2017,
at 10:00 a.m.
Bielli & Klauder can be reached at:
Thomas D. Bielli Esq.
BIELLI & KLAUDER LLC
1204 N. King Street
Wilmington, DE 19801
Tel: (302) 803-4600
Fax: (302) 397-2557
E-mail: cstephenson@bk-legal.com
About Lily Robotics
Based in Atherton, California, Lily Robotics, Inc., is the
developer of the Lily Camera, a throw-and-shoot camera that
captures pictures and videos from the skies. Its camera flies and
uses GPS and computer vision to follow user's adventure activities.
Lily Robotics sells its products internationally through its Web
site at https://www.lily.camera/
Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million in
total assets and $37.53 million in total liabilities as of Dec. 31,
2016. The petition was signed by Spencer L. Wells, director.
Judge Kevin J. Carey presides over the case.
Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J.
McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura
Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz,
Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's
bankruptcy counsel. Prime Clerk LLC is the Debtor's claims and
noticing agent.
On March 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Lowenstein Sandler LLP as its lead counsel, and Richards, Layton &
Finger, P.A., as its Delaware and conflicts counsel.
No trustee or examiner has been appointed in the case.
LILY ROBOTICS: Given Until Sept. 25 to File Chapter 11 Plan
-----------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended the time within which only Lily Robotics,
Inc., may file a plan under Section 1121(b) of the Bankruptcy Code
through and including September 25, 2017, and the time within which
only the Debtor may solicit acceptances to any proposed plan
through and including November 24, 2017.
As previously reported by The Troubled Company Reporter, the Debtor
relates that from day one, its primary objective in this case has
been to maximize the value of its estate for the benefit of its
creditors and other stakeholders, including its pre-order
customers.
The Debtor and its professionals have made significant progress in
moving the case to a successful completion including spending
considerable time addressing numerous issues involving customers,
creditors, and other parties in interest. Notably, since the
Petition Date, the Debtor has, among other things:
(a) procured postpetition financing that would include DIP
milestones pushing toward confirmation in September or October of
2017. The hearing to approve the Postpetition Loan Agreement on a
final basis is scheduled for June 27, 2017. The Final DIP Order
will include DIP milestones that would require confirmation of a
plan by the end of September;
(b) prepared and filed its Schedules of Assets and
Liabilities
and Statement of Financial Affairs;
(c) reached an agreement with Stripe, the Committee, and
other
interested parties leading to the entry of the Final Cash
Management Order;
(e) entered into asset purchase agreements with Mota Group,
Inc. and LR Acquisition, LLC for the sale of substantially all of
the Debtor's assets, and obtained the Court's approval of the sale
on June 20, 2017;
(f) obtained Court orders to (i) retain certain professionals
and ordinary course professionals and (ii) establish procedures
for
the interim compensation of professionals;
(g) nearly completed a claims process; and
(h) negotiated extensively with parties in interest including
the Creditors' Committee.
The Debtor notes that just recently, the Court has entered an Order
approving the Bar Date Motion, which, among other things,
established: (a) June 26, 2017, as the general bar date by which
creditors must file proofs of claim for prepetition date claims,
and (b) July 10, 2017 as a separate date by which customers must
file claims to seek refunds.
The Debtor claims that it has worked carefully and closely with
parties including the secured lenders, the Creditors' Committee,
Tilt, Stripe and GoerTek to resolve these issues. As a result, the
Debtor tells the Court that it is still working on a plan for this
chapter 11 case, but it will need several more months.
The Debtor contends that allowing the Exclusive Periods to lapse
now would defeat the very purpose of 11 U.S.C. section 1121 and
deprive the Debtor and its creditors of the benefit of a
meaningful
and reasonable opportunity to negotiate and confirm a consensual
plan of reorganization.
The Debtor intends to use the extended Exclusive Periods to, among
other things, draft a proposed chapter 11 plan and disclosure
statement and negotiate with the Committee and other parties in
interest. As such, the Debtor submits that creditors will not be
prejudiced by an extension of the Exclusive Periods.
About Lily Robotics
Based in Atherton, California, Lily Robotics, Inc., is the
developer of the Lily Camera, a throw-and-shoot camera that
captures pictures and videos from the skies. Its camera flies and
uses GPS and computer vision to follow user's adventure
activities.
Lily Robotics sells its products internationally through its Web
site at https://www.lily.camera/
Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr.
D.
Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million
in
total assets and $37.53 million in total liabilities as of Dec.
31,
2016. The petition was signed by Spencer L. Wells, director.
Judge Kevin J. Carey presides over the case.
Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J.
McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura
Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz,
Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's
bankruptcy counsel. Prime Clerk LLC is the Debtor's claims and
noticing agent.
On March 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Lowenstein Sandler LLP as its lead counsel, and Richards, Layton &
Finger, P.A., as its Delaware and conflicts counsel.
No trustee or examiner has been appointed in the case.
LYTLE TRUCKING: Diamond Buying 2016 Timpte 436 Trailer for $30K
---------------------------------------------------------------
Lytle Trucking, LLC, asks the U.S. Bankruptcy Court for the
District of Nebraska to authorize the sale of 2016 Timpte 436 grain
trailer to Diamond T Truck & Trailer, Inc., for $30,000.
The closing costs, if any, will first be deducted from the proceeds
and the proceeds paid to the secured creditor, First Central Bank,
which has agreed to release its lien on said personal property upon
receipt of proceeds. First Central Bank has filed a Proof of Claim
in the amount of $203,334, $180,000 of which is secured.
Objection deadline is Aug. 11, 2017. If no resistance or objection
is filed, the Court will consider the Motion without further
hearing being scheduled and will consider entry of the order
without further notice.
First Central Bank can be reached at:
FIRST CENTRAL BANK
Attn: Ryan D. Moore
Co-Senior Lender
904 N. Hwy. 83
McCook, NE 69001
About Lytle Trucking
Lytle Trucking, LLC, filed a Chapter 11 bankruptcy petition
(Bankr.
D. Neb. Case No. 17-40371) on March 17, 2017, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by John C. Hahn, Esq., at Wolfe Snowden Hurd Luers & Ahl, LLP.
MALKHAZI MIKADZE: Selling Livingston Property for $161K
-------------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Aug. 22, 2017, at
11 a.m., to consider Malkhazi Mikadze's sale of real property
located at 224 E. Northfield Road, Livingston, New Jersey, to Dilip
Badia and Vipul Sodhia and/or their assignees for $161,000.
The real property, a vacant land, has a market value of $125,000.
The Purchasers have obtained any necessary mortgage approvals.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Malkhazi_Mikadze_59_Sales.pdf
The settlement agent at the real estate closing will pay all usual
closing costs including real estate commissions due to Coldwell
Banker Realtors in the amount of $8,500, and all mortgages and
liens on the Property.
The sole secured mortgage creditor Ocwen Loan Servicing, LLC has
agreed to accept the net proceeds of the sale in full satisfaction
of
the personal liability of Debtor and his wife Natali Mikadze, and
in full satisfaction of its mortgage lien on the Property.
Ron J Zoller, Esq. will be paid $1,500 as special real estate
counsel for the Debtor. And the Debtor's counsel will be paid
$1,250.
The Broker can be reached at:
Natalya Price
COLDWELL BANKER REALTOR
401 Springfield Ave.
Summit, NJ 07901
Telephone: (973) 255-7534
E-mail: price.natalya@gmail.com
Counsel for the Debtor:
Harvey I. Marcus, Esq.
LAW OFFICES OF HARVEY I. MARCUS
250 Pehle Avenue, Suite 200
Saddle Brook, NJ 07663
Telephone: 800-792-5500
Facsimile: 888-565-0403
E-mail: him@lawmarcus.com
Malkhazi Mikadze sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 16-16425) on April 3,
2016. The Debtor is represented by Harvey I. Marcus, Esq.,
at the Law Office of Harvey I. Marcus.
MCAADS.COM LLC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases of MCAAds.Com, LLC and My
Classified Ads, LLC as of July 21, according to a court docket.
About MCAAds.com LLC
MCAAds.Com, LLC and My Classified Ads, LLC, are small business
debtors as defined in 11 U.S.C. Section 101(51D) that are engaged
in advertising. MCAAds.Com and My Classified Ads filed Chapter 11
petitions (Bankr. M.D. Fla. Case Nos. 17-05179 and 17-05180,
respectively) on June 14, 2017. Blaire Fanning, manager, signed the
petitions.
At the time of filing, MCAAds.Com scheduled $537,689 in assets and
$2,410,000 in liabilities. My Classified Ads disclosed $625,067 in
assets and $2,390,000 in liabilities.
Suzy Tate, Esq. at Suzy Tate, P.A., represents the Debtors as
bankruptcy counsel. The Debtors hired Lexium PLLC as special
counsel.
MEG ENERGY: Bank Debt Trades at 2% Off
--------------------------------------
Participations in a syndicated loan under MEG Energy Corp is a
borrower traded in the secondary market at 97.63
cents-on-the-dollar during the week ended Friday, July 14, 2017,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.46 percentage points from the
previous week. MEG Energy pays 350 basis points above LIBOR to
borrow under the $1.235 billion facility. The bank loan matures on
Dec. 1, 2023 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 July 14.
MELI INVESTMENTS: Needs Until Sept. 7 to Sell Assets, File Plan
---------------------------------------------------------------
MELI Investments, LLC's deadline to filed its Disclosure Statement
and Chapter 11 Plan was July 7, 2017.
The Debtor tells the U.S. Bankruptcy Court for the Southern
District of Florida that it is in the process of negotiating terms
of employment with a commercial broker, with intent to assist the
Debtor with the sale of the two commercial properties in Miami.
The Debtor has valued the Properties at $2,356,000, but believes
the value to be well in excess of that figure.
The Debtor is also engaged in discussions with likely
stalking-horse bidder over initial bid, breakup fees, and other
terms and conditions associated with the offer.
Accordingly, the Debtor needs additional time to finalize terms of
retention of broker and negotiation of potential stalking-horse
offer.
Therefore, the Debtor asks the Court to extend the exclusive filing
and solicitation periods to file a Plan and Disclosure Statement,
up to and including September 7, 2017.
About MELI Investments LLC
Based in Miami, Florida, MELI Investments, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
17-12870) on March 9, 2017. Luis Taveras, managing member, signed
the petition. The case is assigned to Judge Robert A. Mark. The
Debtor is represented by Zach Shelomith, Esq., and Ido Alexander,
Esq. at Leiderman Shelomith Alexander + Somodevilla, PLLC. At the
time of the filing, the Debtor estimated its assets and debt at $1
million to $10 million.
MICHELE MAYER: DVP Buying Visalia Property for $93K
---------------------------------------------------
Michele Ann Mayer asks the U.S. Bankruptcy Court for the Southern
District of California to authorize the sale of real property
located at 820 S. Burke, Visalia, California, to DVP, LP, for
$93,000.
A hearing on the Motion is set for Aug. 24, 2017 at 2:30 p.m.
The Debtor is the owner of her principal residence in Lakeside,
California, and 16 properties in Tulare County, California ("Rental
Properties"). She wishes to sell a majority of the Rental
Properties for the benefit of the estate and her creditors. She
wishes to sell the Subject Property.
The Debtor has employed her real estate broker Cindy Coray and
Modern Broker for purposes of selling the Subject Property. She
has applied for approval of such employment with the Court and has
obtained an order authorizing the same.
The Subject Property is encumbered by one deed of trust, in favor
of Ocwen Loan Servicing, LLC, as a first position lien in the
approximate amount of $33,436. The total amount of encumbrances on
the Subject Property is approximately $33,436.
The Debtor has entered into an Agreement with the Buyer to sell the
Subject Property for $92,500 free and clear of any interest.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Michele_Mayer_88_Sales.pdf
The Broker undertook extensive marketing efforts to list and to
sell the Subject Property and the Broker believes the sale price is
a reasonable price reflective of the fair market value of the
Subject Property. The Broker marketed the Subject Property on the
Tulare County MLS, online sites, and other various standard
marketing efforts. The Broker ran a comparative market analysis
and the comparable properties to the Subject Property were sold at
between $80,000 and $100,000. The Broker believes that the Subject
Property fair market value is within this range.
The Subject Property was initially listed at $109,000, but
attracted no buyers at that price. The Subject Property has some
deferred maintenance, including ducting issues, and is in a flood
zone and on a busy two way boulevard that stretches from the north
side of Visalia to the south side of Visalia. The proposed Buyer
of the Subject Property has offered to pay cash and has offered
$93,000, which has been accepted. The Debtor's Broker believes the
offer is fair and reasonable and in the best interest of the Debtor
and her estate.
Commissions of $5,580 are to be paid to the brokers facilitating
the sale, with other costs of sale in the amount of $1,362,
totaling $6,942. The Debtor will receive proceeds from the sale in
the approximate amount of $8,311, unless the IRS lien is first
resolved as described. She proposes to pay the liens,
encumbrances, and interests as described in the Estimated
Settlement Statement, according to the demands of interest holders,
with the exception of the Internal Revenue Service lien.
The IRS currently has a secured claim in the approximate amount of
$42,589, secured by a blanket lien on all equity in the Debtor's
Property located in Tulare County. She has amended her tax returns
for 2006 and 2011 and believes that after these tax returns are
processed, she will have no remaining income tax liability and the
IRS lien will be released. She believes that the equity from the
sale, as well as the sales on 15842 Edmiston Ave, Visalia,
California, and 612 S. Court St, Visalia, California, will produce
total proceeds in excess of the IRS lien.
The Debtor, through counsel, has taken steps to expedite the
processing of these returns and likely lien release. However,
until the IRS does amend the claim and release the lien, she asks
that any proceeds from the sales of the Court Property, the Burke
Property, and the 15842 Edmiston Property be segregated into a
separate interest bearing account pending further order of the
Court to the extent of the IRS' secured lien.
The sale will have no negative impact on unsecured creditors or the
estate, but will serve to provide more cash on hand for creditors
to be paid in an expedited manner. The Debtor agrees to provide
the Office of the United States Trustee a copy of the escrow
closing statement within 14 days of the close of escrow as a
condition to any approval of the Motion.
The Debtor anticipates closing escrow imminently after the hearing
on the Motion, if the Motion is approved, for a number of reasons
including ensuring that the Buyer does not back out of the proposed
sale. For these reasons, the Debtor asks that the Court orders and
authorizes that the sale may be effectuated immediately upon entry
of its order.
Michele Ann Mayer sought Chapter 11 protection (Bankr. S.D. Cal.
Case No. 16-07171) on Nov. 25, 2016. The Debtor tapped Andrew
Moher, Esq., at Moher Law Group, as counsel. She has employed
Cindy Coray and Modern Broker as her real estate broker.
MICHELE MAYER: Hernandez Buying Ivanhoe Property for $93K
---------------------------------------------------------
Michele Ann Mayer asks the U.S. Bankruptcy Court for the Southern
District of California to authorize the sale of real property
located at 15842 Edmiston Ave, Ivanhoe, California, to Michael
Hernandez for $92,500.
A hearing on the Motion is set for Aug. 24, 2017 at 2:30 p.m.
The Debtor is the owner of her principal residence in Lakeside,
California, and 16 properties in Tulare County, California ("Rental
Properties"). She wishes to sell a majority of the Rental
Properties for the benefit of the estate and her creditors. She
wishes to sell the Subject Property.
The Debtor has employed her real estate broker Cindy Coray and
Modern Broker for purposes of selling the Subject Property. She
has applied for approval of such employment with the Court and has
obtained an order authorizing the same.
The Subject Property is encumbered by one deed of trust, in favor
of Lakeview Loan Servicing LLC, as a first position lien. The
total amount of encumbrances on the Subject Property are
approximately $58,526 but subject to final payoff. Lakeview will
receive funds sufficient to pay off its first priority lien in full
from the closing agent handling the sale. The amount required to
pay off Bayview's lien will be determined by its payoff demand sent
in response to escrow.
The Debtor has entered into an Agreement with the Buyer to sell the
Subject Property for $92,500 free and clear of any interest.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Michele_Mayer_86_Sales.pdf
The Broker undertook extensive marketing efforts to list and to
sell the Subject Property and the Broker believes the sale price is
a reasonable price reflective of the fair market value of the
Subject Property. The Broker marketed the Subject Property on the
Tulare County MLS, online sites, and other various standard
marketing efforts. The Subject Property was initially listed at
$99,000, but attracted no buyers at that price. The Subject
Property has substantial deferred maintenance, including the need
for new paint, flooring, and a new roof, as well as cosmetic
changes to the yard. Broker ran a comparative market analysis and
the comparable properties to the Subject Property were sold at
between $80,000 and $100,000. The Broker believes that the Subject
Property fair market value is at the lower end of this range due to
the Subject Property's condition. The proposed Buyer of the
Subject Property has offered to pay cash. The Debtor's Broker
believes the offer is fair and reasonable, and in the best interest
of the Debtor and her estate.
Commissions of $5,550 are to be paid to the brokers facilitating
the sale, with other costs of sale in the amount of $1,548,
totaling $7,098. The Debtor will receive proceeds from the sale in
the approximate amount of $22,092. She proposes to pay the liens,
encumbrances, and interests as described in the Estimated
Settlement Statement according to the demands of interest holders,
with the exception of the Internal Revenue Service lien.
The IRS currently has a secured claim in the approximate amount of
$42,589, secured by a blanket lien on all equity in the Debtor's
Property located in Tulare County. She has amended her tax returns
for 2006 and 2011 and believes that after these tax returns are
processed, she will have no remaining income tax liability and the
IRS lien will be released. She believes that the equity from the
sale, as well as the sales on 612 S. Court St, Visalia, California,
and 820 South Burke St, Visalia, California, will produce total
proceeds in excess of the IRS lien.
The Debtor, through counsel, has taken steps to expedite the
processing of these returns and likely lien release. However,
until the IRS does amend the claim and release the lien, she asks
that any proceeds from the sales of the Court Property, the Burke
Property, and the 15842 Edmiston Property be segregated into a
separate interest bearing account pending further order of the
Court to the extent of the IRS' secured lien.
The sale will have no negative impact on unsecured creditors or the
estate, but will serve to provide more cash on hand for creditors
to be paid in an expedited manner. The Debtor agrees to provide
the Office of the United States Trustee a copy of the escrow
closing statement within 14 days of the close of escrow as a
condition to any approval of the Motion.
The Debtor anticipates closing escrow imminently after the hearing
on the Motion, if the Motion is approved, for a number of reasons
including ensuring that the Buyer does not back out of the proposed
sale. For these reasons, the Debtor asks that the Court orders and
authorizes that the sale may be effectuated immediately upon entry
of its order.
Michele Ann Mayer sought Chapter 11 protection (Bankr. S.D. Cal.
Case No. 16-07171) on Nov. 25, 2016. The Debtor tapped Andrew
Moher, Esq., at Moher Law Group, as counsel. The Debtor also hired
Cindy Coray and Modern Broker as her real estate broker.
MICHELE MAYER: Home Helpers Buying Visalia Property for $85K
------------------------------------------------------------
Michele Ann Mayer asks the U.S. Bankruptcy Court for the Southern
District of California to authorize the sale of real property
located at 612 S. Court St, Visalia, California, to Home Helpers
Partners, LLC for $85,000.
A hearing on the Motion is set for Aug. 24, 2017 at 2:30 p.m.
The Debtor is the owner of her principal residence in Lakeside,
California, and 16 properties in Tulare County, California ("Rental
Properties"). She wishes to sell a majority of the Rental
Properties for the benefit of the estate and her creditors. She
wishes to sell the Subject Property.
The Debtor has employed her real estate broker Cindy Coray and
Modern Broker for purposes of selling the Subject Property. She
has applied for approval of such employment with the Court and has
obtained an order authorizing the same.
The Subject Property is encumbered by one deed of trust, in favor
of Wells Fargo Bank, NA as a first position lien in the approximate
amount of $75,413. The total amount of encumbrances on the Subject
Property is approximately $75,413. Wells Fargo will receive funds
sufficient to pay off its first priority lien in full from the
closing agent handling the sale.
The Debtor has entered into an Agreement with the Buyer to sell the
Subject Property for $85,000 free and clear of any interest.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Michele_Mayer_84_Sales.pdf
The Broker undertook extensive marketing efforts to list and to
sell the Subject Property and the Broker believes the sale price is
a reasonable price reflective of the fair market value of the
Subject Property. The Broker marketed the Subject Property on the
MLS, online websites, and through other various standard marketing
efforts. The Subject Property was initially listed at $90,000, but
attracted no buyers at that price.
The Subject Property has a floor furnace, evaporative cooler, and
newer roof, but has no garage and the fireplace is nonfunctional.
The Subject Property initially received an offer for $75,000, but
the Debtor counter-offered at $85,000 and the offer was accepted.
The Broker ran a comparative market analysis and the comparable
properties to the Subject Property were sold at between $80,000 and
$100,000. The Broker believes that the Subject Property fair
market value is at the lower end of this range due to the Subject
Property's condition. The proposed Buyer of the Subject Property
has offered to pay cash. The Debtor's Broker believes the offer is
fair and reasonable, and in the best interest of the Debtor and her
estate.
Commissions of $5,100 are to be paid to the brokers facilitating
the sale, with other costs of sale in the amount of $1,028,
totaling $6,128. The Debtor will receive proceeds from the sale in
the approximate amount of $3,459. She proposes to pay the liens,
encumbrances, and interests as described in the Estimated
Settlement Statement according to the demands of interest holders,
with the exception of the Internal Revenue Service lien.
The IRS currently has a secured claim in the approximate amount of
$42,589, secured by a blanket lien on all equity in the Debtor's
Property located in Tulare County. The Debtor has amended her tax
returns for 2006 and 2011 and believes that after these tax returns
are processed, she will have no remaining income tax liability and
the IRS lien will be released. She believes that the equity from
this sale, as well as the sales on 15842 Edmiston Ave, Visalia,
California and 820 South Burke St, Visalia, California, will
produce total proceeds in excess of the IRS lien.
The Debtor, through counsel, has taken steps to expedite the
processing of these returns and likely lien release. However,
until the IRS does amend the claim and release the lien, the Debtor
asks that any proceeds from the sales of the Court Property, the
Burke Property, and the 15842 Edmiston Property be segregated into
a separate interest bearing account pending further order of the
Court to the extent of the IRS' secured lien.
The sale will have no negative impact on unsecured creditors or the
estate, but will serve to provide more cash on hand for creditors
to be paid in an expedited manner. The Debtor agrees to provide
the Office of the United States Trustee a copy of the escrow
closing statement within 14 days of the close of escrow as a
condition to any approval of the Motion.
The Debtor anticipates closing escrow imminently after the hearing
on the Motion, if the Motion is approved, for a number of reasons
including ensuring that the Buyer does not back out of the proposed
sale. For these reasons, the Debtor asks that the Court orders and
authorizes that the sale may be effectuated immediately upon entry
of its order.
Counsel for Debtor:
Andrew A. Moher, Esq.
LAWOFFICES OF ANDREW A. MOHER
10505 Sorrento Valley Rd, Suite 430
San Diego, CA 92121
Telephone: 619-269-6204
Facsimile: 619-923-3303
E-mail: amoher@moherlaw.com
Michele Ann Mayer sought Chapter 11 protection (Bankr. S.D. Cal.
Case No. 16-07171) on Nov. 25, 2016. The Debtor tapped Andrew
Moher, Esq., at Moher Law Group as counsel. She has employed Cindy
Coray and Modern Broker as her real estate broker.
MIG, LLC: Sale of Assets to Sector Telecom for $72M Approved
------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized MIG, LLC and ITC Cellular, LLC to sell (i) 100%
of the limited liability company interests in ITC Cellular; (ii)
causes of action owned or controlled by MIG or ITC Cellular,
including the MIG Litigation; and (iii) certain records in the
possession of MIG and ITC Cellular to Sector Telecom Georgia, LLC,
for $72,000,000.
The Sale Hearing was held on June 22, 2017.
Except as expressly provided for in the Purchase Agreement or the
Sale Order, the Debtors are authorized and directed to transfer the
Purchased Assets to the Buyer, upon the Closing, free and clear of
all Interests of any kind or nature whatsoever.
The entry into the mutual releases among the Debtors, Shenton Park
Co., Inc., the Buyer and certain Noteholders, as applicable,
pursuant to section 10 of the Interest and Asset Purchase Agreement
("IPA"), and pursuant to the Mutual Release Agreements, are
authorized and approved.
Upon the Closing, (i) all conditions precedent specified in
Article X of the Plan pertaining to ITC will be satisfied or
waived; (ii) the Plan and Confirmation Order to ITC, Article
VIII.A of the Plan and the relief provided for in Paragraph 55 of
the Confirmation Order will be effective with respect to ITC;
(iii) Article VIII.B of the Plan and the relief provided for in
Paragraph 56 of the Confirmation Order will be effective with
respect to ITC; (iv) ITC will assign to MIG, and MIG will assume
and will be deemed to have assumed from ITC, all of ITC's rights
and obligations with respect to the ITC Bankruptcy Case and the
administration thereof,
including expenses of administration and post-petition claims
against ITC (to the extent such post-petition claims relate to
pre-Closing periods); and (e) the Debtors are authorized to file a
certification of counsel with a proposed order closing the ITC
Chapter 11 Case and directing the Clerk of the Bankruptcy Court for
the District of Delaware to close the ITC Chapter 11 Case.
Further, any proof of claim filed against ITC Cellular after entry
of the Order will be disallowed without any further action
required, unless leave from Court is obtained to file a late proof
of claim.
Notwithstanding the provisions of Bankruptcy Rule 6004 or any
applicable provisions of the Local Rules, the Sale Order will not
be stayed for 14 days after the entry hereof, but will be effective
and enforceable immediately upon entry, and the 14-day stay
provided in such rules is expressly waived and will not apply.
The Confirmation Order remains in full force and effect
Confirmation Order and nothing in the Order is intended to or will
be deemed to amend the terms of the GUC Plan Modifications and the
treatment of Non-Note-GUC Claims set forth therein. $750,000 of
the proceeds from the Sale will be reserved by the Debtors for the
payment of administrative and priority claims of the Debtors and to
fund the wind down of their estates; provided, however, that (i) no
more than $250,000 of such $750,000 will be used to fund the wind
down of the Debtors' estates without the consent of the Plan
Proponent; and (ii) as soon as practicable after the administrative
bar date
under the Plan (which is 30 days after the Effective Date), unless
otherwise agreed by the Plan Proponent, $500,000 of such $750,000
will be distributed in accordance with the terms of the Plan,
except to the extent that such $500,000 is needed to reserve for
the payment of administrative and priority claims (including
pre-effective date professional fees and U.S. Trustee fees)
asserted in a timely filed request for payment or proof of claim.
The remainder of the proceeds will be distributed in accordance
with the terms of the Plan.
A copy of the Agreements attached to the Order is available for
free at:
http://bankrupt.com/misc/MIG_LLC_853_Order.pdf
About MIG LLC
Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s. In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses. By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.
MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014. The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd. The
cases are assigned to Judge Kevin Gross.
Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia. Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.
Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.
The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP, as conflicts counsel; and Prime Clerk LLC as claims and
notice
agent and administrative advisor. The Debtors have retained
Natalia Alexeeva as chief restructuring officer.
A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of
Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. The
Committee is represented by Cole Schotz P.C.'s J. Kate Stickles,
Esq., and Patrick J. Reilley, Esq.; and the Law Offices of Henry
F.
Sewell, Jr., LLC.
The Bank of New York Mellon is represented by Gerard Uzzi, Esq.,
and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in
New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and
Rachel Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New
York.
MPV SAS: Intends to File Chapter 11 Plan By September 11
--------------------------------------------------------
MPV S.A.S. requests the U.S. Bankruptcy Court for the Southern
District of Florida to extend by 45 days the time period in which
the Debtor has the exclusive right to file and solicit acceptances
for its Chapter 11 Plan through and including September 11, 2017.
Absent such extension, the Debtor's exclusivity period to file the
Chapter 11 Plan will expire July 27, 2017. The Debtor submits that
this is its first request to extend its exclusivity period.
The Debtor tells the Court that it has been engaged in active
negotiations with an alleged secured creditor to structure a
dismissal of the bankruptcy for the purposes of litigating issues
relating to the validity of the alleged mortgage in the State
Court. However, the Debtor contends that this proposed settlement
has been withdrawn, and as such, the Debtor is in the process of
filing an adversary proceeding.
The Debtor contends that it is in the process of negotiating plan
treatment with creditors and litigating issues relating to the
validity of an alleged lien on its real property. Due to the nature
of this case, the Debtor claims that it has had to conduct
extensive negotiations with multiple parties regarding plan
treatment and status of claims, and said negotiations are still
ongoing as the Debtor is attempting to finalize agreements that
will provide for an acceptable plan to its creditors.
About MPV S.A.S.
Based in Bal Harbour, Florida, MPV S.A.S. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
17-13757) on March 28, 2017. The petition was signed by Carolina
Vallejo Iregui, legal representative. The case is assigned to
Judge Robert A. Mark.
The Debtor taps Richard R Robles, Esq. at the Law Offices of
Richard R. Robles, P.A. as bankruptcy counsel.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of MPV S.A.S. as of June 13,
according to a court docket.
NEOPS HOLDINGS: U.S. Trustee Forms 3-Member Committee
-----------------------------------------------------
The U.S. Trustee for Region 2 on July 21 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of NEOPS Holdings, LLC, and its affiliates.
The committee members are:
(1) Southern Prosthetic Supply, Inc.
c/o Chuck Talley, Vice President of Finance
6025 Shiloh Road, Suite A
Alpharetta, GA 30005
Tel: (512) 777-3952
Email: ctalley@hanger.com
(2) Cascade Orthopedic Supply, Inc.
c/o Kimberly M. Wagenman, Credit and Collections Manager
2638 Aztec Drive
Chico, CA 95928-8249
Tel: (530) 762-1505
Email: kwagenman@cascade-usa.com
(3) Otto Bock Healthcare, LP
c/o Kathy Schuerman, Vice President of Finance
11501 Alterra Parkway, Suite 600
Austin, TX 78758
Tel: (512) 806-2660
Email: al.li@ottobock.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About NEOPS Holdings
NEOPS Holdings LLC and its affiliates including New England
Orthotic and Prosthetic Systems, LLC filed for Chapter 11
protection (Bankr. D. Conn. Lead Case No. 17-31017) on July 11,
2017. The petitions were signed by David Mahler, president and
CEO.
Judge Ann M. Nevins presides over the case.
James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler &
Zeisler, P.C., serve as the Debtors' bankruptcy counsel.
NEOPS Holdings estimated its assets at between $1 million and $10
million and its liabilities at between $10 million and $50 million.
New England Orthotic estimated its assets at up to $50,000 and
liabilities at between $1 million and $10 million.
Headquartered in Branford, Connecticut, New England Orthotic --
http://neops.net/-- is a provider of state-of-the-art orthotic and
prosthetic patient care products and services in the eastern United
States. The partnership was founded by certified orthotists and
prosthetists who were dissatisfied with large impersonal
corporations where the constant pressures of consolidation and cost
containment can hamper effective patient care.
NORTHEAST ENERGY: Oct. 5 Disclosure Statement Hearing
-----------------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania will convene a hearing on Oct. 5,
2017, at 10:00 a.m. to consider approval of the disclosure
statement, dated July 12, 2017, filed by Northeast Energy
Management, Inc.
Sept. 28, 2017, is the last day for filing and serving Objections
to the Disclosure Statement.
About Northeast Energy Management
Northeast Energy Management, Inc. operated as a service company
for
the oil and natural gas industry in Southwestern Pennsylvania and
the Appalachian region of West Virginia. It was founded in 1988
by
William Gregg, Paul Ruddy, Michael Melnick and John Pisarcik, the
principal owners of its sole shareholder, Interstate Gas
Marketing,
Inc.
The Debtor filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
17-70032) on Jan. 16, 2017. The petition was signed by Paul G.
Ruddy, secretary. In its petition, the Debtor estimated $1
million
to $10 million in both assets and liabilities.
The Hon. Jeffery A. Deller presides over the case. Michael J.
Henny, Esq., at the Law Office of Michael J. Henny, serves as
bankruptcy counsel.
On May 30, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
NUTRITION RUSH: Wants Oct. 20 Deadline For Exclusive Plan Filing
----------------------------------------------------------------
Nutrition Rush, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to extend the exclusive period within which the
Debtor must:
-- file a plan of reorganization through and including Oct.
20, 2017, from July 20, 2017, and
-- solicit acceptances for that plan through and including
Nov. 18, 2017, from Sept. 18, 2017.
As reported by the Troubled Company Reporter on April 27, 2017, the
Debtor asked the Court to extend the period during which only the
Debtor may file a chapter 11 plan of reorganization, and solicit
acceptances of a plan, through and including July 20 and Sept. 18,
2017, respectively, claiming that due to the emergency nature by
which the Debtor filed its bankruptcy petition, the Debtor was
forced to file its Petition without all schedules of assets and
liabilities, lists of equity holders, schedules of executory
contracts and unexpired leases, and statements of financial
affairs.
The Debtor seeks these further extensions to (a) avoid premature
formulation of a chapter 11 plan, and (b) ensure the plan that is
eventually formulated will take into account all the interests of
the Debtor and its creditors.
As the Debtor is still negotiating with creditor constituencies and
calculating its financial projections based on current and
anticipated business operations, the Debtor believes filing a plan
would be premature at this time. Due to the emergency nature by
which the Debtor filed its Petition, the complexity of the issues
of this Chapter 11 case, the ongoing negotiations with its
creditors, it is justifiable to grant an extension of the Exclusive
Periods.
The Debtor's Chapter 11 case is complex, due to the nature of the
Debtor's business and number of lenders and vendors involved. The
Debtor operated its retail stores in three states, and the
regulated health industry and cyclical nature of the health
supplement market make it difficult to project the Debtor's future
financial projections to formulate its plan.
In order to successfully resolve this Chapter 11 case, the true
scope of the Debtor's losses in the current market must be
determined and the payment of valid debts must be provided for on a
basis that preserves the Debtor's strong core business operations.
The Debtor tells the Court that although great strides have been
made since the Petition Date, much remains to be done. The
negotiations with the Debtor's lenders and creditors, including the
Nevada Department of Taxation and the Internal Revenue Service,
still remain in the early stages and are ongoing. Resolution of
these issues is a necessary predicate to the confirmation of any
plan of reorganization in this Chapter 11 case.
The Debtor says that in light of the size and complexity of its
Chapter 11 case and the magnitude of the task of negotiating with
the lenders, its request for an additional extension of 90 days is
relatively modest. The Debtor states that its request is well
within the range of extensions granted by this and other courts in
reorganization cases.
About Nutrition Rush
Nutrition Rush, LLC, is a health supplement retailer operating in
Nevada, California, and previously, in Arizona. Nutrition Rush,
LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-16771)
on Dec. 22, 2016. The petition was signed by Laura Kuveke,
managing member. The case is assigned to Judge Laurel E. Davis.
The Debtor is represented by Bryan A. Lindsey, Esq., and Samuel A.
Schwartz, Esq., at Schwartz Flansburg PLLC. At the time of filing,
the Debtor estimated $500,000 to $1 million in assets and $1
million to $10 million in liabilities.
No creditors' committee has been appointed in this Chapter 11 case
by the U.S. Trustee.
OPEXA THERAPEUTICS: Has Until Nov. 13 to Comply with NASDAQ Rule
----------------------------------------------------------------
Opexa Therapeutics, Inc., received on July 18, 2017, written notice
from the listing qualifications department staff of the NASDAQ
Stock Market that it has been granted an extension until Nov. 13,
2017, to regain compliance with the minimum stockholders' equity
continued listing requirement of $2,500,000.
On May 16, 2017, the Company received a staff deficiency letter
from NASDAQ notifying it that the stockholders' equity of
$2,241,693 as reported in its Quarterly Report on Form 10-Q for the
period ended March 31, 2017, was below the minimum stockholders'
equity of $2,500,000 required for continued listing on the NASDAQ
Capital Market as set forth in NASDAQ listing rule 5550(b)(1). The
Company was provided 45 calendar days, or until June 30, 2017, to
submit a plan to regain compliance with the minimum stockholders'
equity standard, and the Company timely submitted such a plan.
In the event the Company does not meet the compliance standard at
the Extension Date, the NASDAQ staff will provide written
notification that its securities will be delisted. At that time,
the Company may appeal the NASDAQ staff's determination to a
Hearings Panel.
About Opexa Therapeutics
Opexa Therapeutics -- http://www.opexatherapeutics.com/-- is a
biopharmaceutical company that has historically focused on
developing personalized immunotherapies with the potential to treat
major illnesses, including multiple sclerosis as well as other
autoimmune diseases such as neuromyelitis optica. These therapies
are based on Opexa's proprietary T-cell technology.
Opexa incurred a net loss of $7.98 million for the year ended
Dec. 31, 2016, compared to a net loss of $12.01 million for the
year ended Dec. 31, 2015.
As of March 31, 2017, Opexa had $3.06 million in total assets,
$818,315 in total liabilities and $2.24 million in total
stockholders' equity.
Malonebailey, LLP -- http://www.malonebailey.com/-- in Houston,
Texas, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, citing that
the Company has incurred recurring losses, negative operating cash
flows and an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.
OPTIMUMBANK HOLDINGS: Regains Compliance with Nasdaq Listing Rule
-----------------------------------------------------------------
The staff of The Nasdaq Stock Market notified OptimumBank Holdings,
Inc. on July 13, 2017, that the Company did not comply with
Nasdaq's nominating committee composition requirement during the
period October 2015 to June 2016, and Nasdaq's audit committee
composition requirement during the period October 2015 to March
2017.
On Oct. 15, 2015, Mr. Joel Klein, a director of the Company since
June 29, 2012, and member of the Company's audit committee and
nominating committee, assumed the role of acting principal
executive officer and acting principal financial officer, and
continued in one or both of these roles until June 2016. As the
principal executive and financial officer of the Company, Mr. Klein
signed the certifications for the financial statements included in
the Company's Form 10-Q for the period ended Sept. 30, 2015, and
the Form 10-K for the fiscal year ended Dec. 31, 2015.
NASDAQ Listing Rule 5605(e)(1) requires that a company maintain a
nominating committee comprised of independent directors
constituting a majority of the Board's independent directors in a
vote in which only independent directors participate, or a
nominations committee comprised solely of independent directors.
Additionally, Listing Rule 5605(c)(2) requires that a company
maintain an audit committee of at least three members, of which
each committee member must be an independent director and must not
have participated in the preparation of the financial statements of
the Company at any time during the last three years.
Due to his service as the acting principal executive officer and
acting principal financial officer of the Company, Mr. Klein was
not deemed to be independent under Listing Rule 5605(a)(2).
As a result, since Mr. Klein continued to serve as a member of the
nominating committee, the Company did not comply with Nasdaq's
nominating committee requirement. Upon his resignation as acting
principal executive officer in June 2016, Mr. Klein again became
eligible to serve as a member of the Company's nominating
committee.
Additionally, Mr. Klein continued to serve as a member of the audit
committee during this time until his resignation from this
committee on March 27, 2017. However, since Mr. Klein participated
in the preparation of the Company's financial statements during his
time as acting principal executive officer, in addition to not
being deemed to be an independent director, he was not eligible to
serve as a member of the audit committee.
As a result, the Company did not comply with Nasdaq's nominating
committee composition rules during the period October 2015 to June
2016, and Nasdaq's audit committee composition rules during the
period October 2015 to March 27, 2017.
On March 27, 2017, the Company appointed John Clifford as an
independent director to the Board of Directors and audit committee.
As a result, the staff of NSADAQ has determined that the Company
has regained compliance with the nominating committee composition
requirement and the audit committee composition requirement, and
the matter is now closed.
About OptimumBank Holdings
OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla.,
is a one-bank holding company and owns 100 percent of OptimumBank,
a state (Florida)-chartered commercial bank. The Company offers a
wide array of lending and retail banking products to individuals
and businesses in Broward, Miami-Dade and Palm Beach Counties
through its executive offices and three branch offices in Broward
County, Florida. Effective April 16, 2010, the Bank consented to
the issuance of a consent order by the Federal Deposit Insurance
Corporation and the Florida Office of Financial Regulation.
OptimumBank reported a net loss of $396,000 for the year ended Dec.
31, 2016, following a net loss of $163,000 for the year ended Dec.
31, 2015. As of March 31, 2017, OptimumBank had $117.86 million in
total assets, $115.05 million in total liabilities and $2.81
million in total stockholders' equity.
Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, stating that the
Company is in technical default with respect to its Junior
Subordinated Debenture. The holders of the Debt Securities could
demand immediate payment of the outstanding debt of $5,155,000 and
accrued and unpaid interest, which raises substantial doubt about
the Company's ability to continue as a going concern.
OVADA MORERO: Proposes Auction of Yuma Property to Pay Creditors
----------------------------------------------------------------
Ovada Faye Pyle Morero asks the U.S. Bankruptcy Court for the
Eastern District of California to authorize the sale of real
property located at 4756 East 32nd Street and 4710 East Highway 80,
Yuma, Arizona ("Yuma Commercial Property") at auction to be
conducted by SVN Interstate Auction Company.
A hearing on the Motion is set for Aug. 24, 2017 at 9:30 a.m.
The Debtor filed her Chapter 11 case so that she could sell real
property owned by her in an orderly manner and use proceeds from
such sale to repay debt owed to creditors.
The Yuma Commercial Property includes 15 acres of real property and
improvements. The Debtor believes that the Yuma Commercial
Property has a value of about $1.5 million. It was the location of
a business owned by Debtor engaged in selling and servicing
recreational vehicles. The Debtor's business was RV Peddler, Inc.
and the corporation closed its business and filed for relief under
Chapter 7 of the Bankruptcy Code on April 29, 20l6.
The Debtor listed the Yuma Commercial Property for sale with two
real estate brokers before she filed her Chapter 11 case. Her real
estate brokers were not successful in finding a buyer for the Yuma
Commercial Property who would pay an amount sufficient to resolve
her debtor-creditor problems.
Her second real estate broker was SVN Kaizen Commercial Real
Estate. Jerry Lococo was the agent at SVN Kaizen who worked with
the Debtor to sell the Yuma Commercial Property from February 2017
until she filed her Chapter 11 case. In May 2017, Mr. Lococo
recommended that Debtor consider selling the Yuma Commercial
Property through an auction conducted by SVN Kaizen's associate --
SVN Interstate Auction.
SVN Interstate Auction submitted an Auction Proposal to the Debtor
in May 2017 which outlined the terms under which it would sell the
Yuma Commercial Property. SVN Kaizen continued its efforts to sell
the Yuma Commercial Property after SVN Interstate Auction submitted
the Auction Proposal to the Debtor. However, SVN Kaizen's efforts
were not successful and the Debtor has concluded that the most
economical and efficient way to sell the Yuma Commercial Property
is through a public auction to be conducted by SVN Interstate
Auction.
The Debtor filed a Motion for Order Authorizing Employment of Real
Estate Auctioneers and Sales Agent on July 19, 2017 as a part of
her Chapter 11 case. She expects the Employment Motion to be
granted and for her to be authorized to employ SVN Interstate
Auction as her real estate auctioneer and sales agent.
The Auction Proposal includes a description of SVN Interstate
Auction and confirms that it is one of the premier commercial real
estate auction companies in the United States. The Auction
Proposal indicates, too, that SVN Interstate Auction believes that
the Yuma Commercial Property can be sold in about three months
after a five week marketing period.
The Debtor intends to use proceeds from the sale of the Yuma
Commercial Property to fund a Plan of Reorganization and pay
secured creditor claims including claims held by Loancare and Yuma
1st Bank. She believes that Loancare's claim is about $468,000 and
Yuma's claim is about $410,000.
The proceeds from the sale will be used to satisfy Loancare's and
Yuma's claims in full; while, the balance of the proceeds will be
deposited into Debtor's DIP account and used to fund a Plan of
Reorganization or otherwise pay claims as permitted by the law.
Ovada Faye Pyle Morero sought Chapter 11 protection (Bankr. E.D.
Cal. Case No. 17-12535-B-11) on June 30, 2017.
PARAGON OFFSHORE: Comments on Old Paragon's Chapter 11 Filing
-------------------------------------------------------------
Paragon Offshore Limited commented on July 20, 2017, disclosed that
on new voluntary proceedings commenced by Paragon Offshore plc (in
administration) ("Old Paragon") and certain of Old Paragon's
subsidiaries under chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court in the District of Delaware.
The subsidiaries of Old Paragon included in the proceedings are
Prospector Offshore Drilling S.a r.l ("Offshore Drilling"),
Prospector Rig 1 Contracting Company S.a r.l and Prospector Rig 5
Contracting Company S.a r.l (collectively, and together with the
other subsidiaries of Offshore Drilling the "Prospector Group").
The Prospector Group has an interest in two high specification
jackup rigs (the "Rigs") pursuant to two sale-leaseback agreements
executed with subsidiaries of SinoEnergy Capital Management Ltd.
(the "Lessors"). In connection with the Leases, Old Paragon's
shares in Prospector Offshore Drilling S.a r.l. (the "Prospector
Shares") are pledged in favor of the Lessors. In order to transfer
the Prospector Group to New Paragon, New Paragon must obtain a
consent to the transfer from the Lessors. The Debtors have been in
negotiations with the Lessors since May 2017 with respect to the
transfer, but have been unable to reach a mutually agreeable
solution.
On July 18, 2017 (the "Effective Date"), New Paragon announced that
it had successfully completed its corporate and financial
reorganization and emerged from bankruptcy. The Prospector Group
was not transferred to New Paragon at the Effective Date and its
members remain direct and indirect subsidiaries of Old Paragon. On
the Effective Date, New Paragon, Old Paragon, and Neville Kahn and
David Soden as joint administrators of Old Paragon (the "Joint
Administrators") entered into a management agreement (the
"Management Agreement"), pursuant to which New Paragon has the
economic benefit of and operational control over the Prospector
Group subject to certain restrictions in the Lessors' share
pledges. In addition, New Paragon agreed to continue to procure
the provision of management services to the Prospector Group while
the Prospector Group remains held by Old Paragon. Further,
pursuant to the Management Agreement, Old Paragon undertook to
transfer the Prospector Group to New Paragon at such time as New
Paragon obtains the consent of the Lessors to such transfer or such
consent is no longer required.
The Prospector Group is an important component of New Paragon's
future business plan and in order to preserve the value of the
Prospector Group for New Paragon and its new equity holders, the
respective boards of directors of the Prospector Group companies
and the Joint Administrators of Old Paragon elected to commence the
voluntary chapter 11 proceedings of the Prospector Group and Old
Paragon, respectively.
During these proceedings, the Rigs will continue to be operated by
New Paragon under the Management Agreement. The company does not
expect any impact to customers, suppliers, or employees.
"We sincerely hope that the commercial issues in dispute can be
resolved through continued good faith negotiation between the
parties," said Mr. Dean E. Taylor, Interim President and Chief
Executive Officer of New Paragon. "Nevertheless, we appreciate the
actions taken by Old Paragon and the Prospector Group companies are
out of an abundance of caution to preserve the value of these
assets which are an important part of New Paragon's future."
Additional Information about Old Paragon
Neville Barry Kahn and David Philip Soden were appointed Joint
Administrators of Old Paragon on May 23, 2017. The affairs,
business and property of Old Paragon are managed by the Joint
Administrators. The Joint Administrators act as agents of Old
Paragon and contract without personal liability. In performing
their work in relation to this appointment, the Joint
Administrators are bound by the U.K. Insolvency Code of Ethics, a
link to which has been provided on the website set up for this case
at www.deloitte.com/uk/paragonoffshoreplc.
Court filings as well as other information related to restructuring
by Old Paragon and the Prospector Group are available through Old
Paragon's claims agent, Kurtzman Carson Consultants, at
http://www.kccllc.net/prospector.
About Paragon Offshore
Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) --
http://www.paragonoffshore.com/-- is a global provider of offshore
drilling rigs. Paragon is a public limited company registered in
England and Wales.
Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016,
after reaching a deal with lenders on a reorganization plan that
would eliminate $1.1 billion in debt. The petitions were signed by
Randall D. Stilley as authorized representative.
Judge Christopher S. Sontchi is assigned to the cases.
The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.
The Debtors engaged Weil, Gotshal & Manges LLP as general counsel;
Richards, Layton & Finger, P.A. as local counsel; Lazard Freres &
Co. LLC as financial advisor; Alixpartners, LLP, as restructuring
advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and
Kurtzman Carson Consultants as claims and noticing agent.
No request has been made for the appointment of a trustee or an
examiner in the cases.
On Jan. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Paul, Weiss, Rifkind,
Wharton & Garrison LLP serves as main counsel to the Committee and
Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The
committee retained Ducera Partners LLC as financial advisor.
Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent
under the Senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and (b) as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba,
Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett
LLP. PJT Partners serves as its financial advisor.
Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath &
Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and
Kimberly A. Brown, Esq.
Counsel to Cortland Capital Market Services L.L.C. as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's
Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G.
Primoff, Esq.
Delaware counsel to Cortland Capital Market Services L.L.C. are
Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M.
Murphy, Esq.; and D. Ryan Slaugh, Esq.
Counsel to Deutsche Bank Trust Company Americas as trustee under
the Senior Notes Indenture, dated as of July 18, 2014, for the
6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024,
are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E.
Siegel, Esq.; and Joshua Dorchak, Esq.
Freshfields Bruckhaus Deringer LLP serves as legal counsel to the
Term Loan Agent and FTI Consulting, Inc. serves as its financial
advisor.
* * *
Paragon Offshore said June 7, 2017, that the Bankruptcy Court has
approved the Company's consensual plan of reorganization. Under
the Consensual Plan, which the Company announced May 2, 2017,
Paragon's existing equity will be deemed worthless and the
company's secured creditors and unsecured bondholders will receive
equity in a new reorganized parent company.
Under the Consensual Plan of Reorganization, approximately $2.4
billion of previously existing debt will be eliminated in exchange
for a combination of cash and to-be-issued new equity. If
confirmed, the Secured Lenders will receive their pro rata share of
$410 million in cash and 50% of the new, to-be-issued common
equity, subject to dilution. The Bondholders will receive $105
million in cash and an estimated 50% of the new, to-be-issued
common equity, subject to dilution. The Secured Lenders and
Bondholders will each appoint three members of a new board of
directors to be constituted upon emergence of the Company from
bankruptcy and will agree on a candidate for Chief Executive
Officer who will serve as the seventh member of the board of
directors of the Company.
As a necessary component of the Consensual Plan, Paragon Offshore
filed before the High Court of Justice, Chancery Division,
Companies Court of England and Wales an application for
administration in the United Kingdom and sought an order appointing
two partners of Deloitte LLP as administrators of the company. The
application was granted on May 23, 2017.
Neville Barry Kahn and David Philip Soden were appointed Joint
Administrators of Paragon Offshore Plc on May 23, 2017. The
affairs, business and property of the Company are managed by the
Joint Administrators. The Joint Administrators act as agents of
the Company and contract without personal liability.
PAYLESS HOLDINGS: Seeks Oct. 1 Extension of Plan Filing Date
------------------------------------------------------------
Payless Holdings LLC, et al., out of abundance of caution, ask the
U.S. Bankruptcy Court for the Eastern District of Missouri to
extend their plan-filing exclusivity period through October 1,
2017, which will coincide with the end of their initial exclusive
period to solicit votes on a plan.
The Debtors are mere weeks away from the hearing to confirm their
plan of reorganization, which is supported by the vast majority of
the Debtors' stakeholders, including the Official Committee of
Unsecured Creditors formed in these chapter 11 cases, and more than
three-quarters of the Debtors' first and second lien lenders. The
Plan provides for, among other things, a global settlement of all
potential estate claims, substantial recoveries for unsecured
creditors, and a capital structure that will allow the Debtors'
businesses to operate effectively upon emergence. The Debtors
have moved expeditiously to renegotiate their unexpired leases,
liquidate underperforming stores, and reach a consensual deal with
stakeholders that eases the path to confirmation and emergence.
The Debtors tell the Court that the fully-consensual Plan is the
capstone of their efforts and the foundation for not only the
speedy emergence contemplated since the beginning of these cases,
but also a reduction of their funded debt from $847 million
prepetition to an estimated $408 million at emergence. The
fully-consensual confirmation timeline contemplates a confirmation
hearing beginning on July 24, 2017, and an anticipated effective
date around August 10, 2017, mirroring the milestones contemplated
by the restructuring support agreement.
According to the Debtors, granting the extension would create a
number of benefits for these chapter 11 cases and for all parties
in interest. First, preserving exclusivity will preserve the
parties' focus on the Debtors' proposed Plan, including on
resolving any concerns or disputes that may exist about the Plan
and ensuring that the Plan reaches the effective date
expeditiously. Second, in the event that the Plan does not go
effective as contemplated, continued exclusivity will prevent the
disorder that could erupt if exclusivity were to expire.
The Debtors tell the Court that until the confirmation hearing, the
Debtors will continue to work with all parties to ensure that the
Plan is confirmed and that the Debtors will reach the effective
date as contemplated. But should those efforts fail, extended
exclusivity will ensure that the Debtors' restructuring process
continues to move forward without unnecessary disruption such that
the Debtors can maximize value for all stakeholders and emerge from
chapter 11 efficiently, the Debtors assert.
A hearing to consider approval of the extension request is
scheduled for August 2, 2017, at 10:00 a.m. Objections are due
July 26.
The extension request was filed by Steven N. Cousins, Esq., Erin M.
Edelman, Esq., and John G. Willard, Esq., at Armstrong Teasdale
LLP, in St. Louis, Missouri; Nicole L. Greenblatt, P.C., Esq., and
Cristine F. Pirro, Esq., at Kirkland & Ellis LLP, in New York; and
James H.M. Sprayregen, P.C., Esq., and William A. Guerrieri, Esq.,
at Kirkland & Ellis LLP, in Chicago, Illinois, on behalf of the
Debtors.
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.
PAYLESS HOLDINGS: Wins Court Approval of Ch. 11 Reorganization Plan
-------------------------------------------------------------------
Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy,
reported that Payless ShoeSource Inc. won bankruptcy court
confirmation of its Chapter 11 plan of reorganization, which
proposes to pay 18.1% to holders of "other general unsecured
claims" filed against all debtors, 22.1% to general unsecured
claims filed against Payless ShoeSource Worldwide, Inc., and 100%
to Canadian general unsecured claims.
Holders of General Unsecured Claims against Debtor Payless
ShoeSource Worldwide, Inc. will receive their (i) Pro Rata share of
$3.658 million (from the Worldwide GUC Claims Recovery Pool) and
(ii) Pro Rata share of the remaining $25 million of the Other
General Unsecured Claims Recovery Pool.
Holders of Other General Unsecured Claims will receive their (i)
Pro Rata share of $3.658 million (from the Other General Unsecured
Claims Recovery Pool) to be shared Pro Rata only among Holders of
Other General Unsecured Claims and (ii) Pro Rata share of the
remaining $25 million of the Other General Unsecured Claims
Recovery Pool.
According to the Journal, the plan will allow Payless to eliminate
40% of its $838 million in funded debt from its balance sheet by
giving lenders equity stakes in the company in exchange for debt
forgiveness. Senior lenders, owed $506 million, will share in a 91%
equity stake in the reorganized company, while junior lenders owed
$145 million, are slated to take the remaining 9% stake.
The company will now be under the control of its senior and junior
lenders, which include Blackstone Group LP's GSO Capital Partners,
Alden Global Capital LLC, Axar Capital Management LP, Credit Suisse
Asset Management and Octagon Credit Investors LLC, the Journal
related.
Payless has experienced some hiccups on its path to plan
confirmation, namely from the unsecured creditors' committee, the
Journal pointed out. Until late June, the creditors had opposed
the plan due to the slim recovery it initially offered the group,
as well as the broad releases for Payless's private-equity backers,
Golden Gate Capital and Blum Capital, the report said.
The committee had initially said they were taking a hard look at
whether Golden Gate and Blum increased Payless's debt load
significantly for their own benefit, the report further related.
The committee pointed to the $382 million in new debt that Payless
took on when Golden Gate and Blum took a 98.5% stake, the report
said. Additionally, the committee took issue with Payless taking
on new debt in the following years to pay $350 million in dividends
to the firms, the report noted.
However, the creditors and private-equity firms smoothed over the
conflict following negotiations that led to a higher recovery for
the unsecured creditors, the report said. The settlement called
for the firms and lenders to pay more than $20 million to Payless
to settle any potential claims; in exchange, the releases stand as
part of the plan, the report added.
Nevertheless, Payless's plan didn't go before Judge Kathy
Surratt-States of the U.S. Bankruptcy Court in St. Louis
uncontested on July 24, after the judge overruled an objection from
the U.S. Trustee regarding the broad releases of Payless's insiders
from liabilities, the Journal said.
"The court cannot ignore the overwhelming support from creditors
for this plan," the Journal cited Judge Surratt-States as saying
during the confirmation hearing. "As was noted, just a few weeks
ago at the hearing for the disclosure statement, the creditors'
committee was vehemently opposed to the plan as proposed."
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.
PILGRIM MEDICAL: Morse Buying Sea Girt Property for $1.8M
---------------------------------------------------------
Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Aug. 8, 2017, at
10:00 a.m., to consider a motion filed by Nicholas V. Campanella to
sell real property located at 101 Beacon Boulevard, Sea Girt, New
Jersey, to Dexter A. Morse for $1,750,000, subject to higher and
better offers.
Objections, if any, must be filed and served at least seven days
before the return date of the Motion.
The Debtor and the Purchaser, subject to Court authorization, have
entered into an agreement to sell the Property.
The pertinent terms of the Purchase Agreement are:
a. The Purchase Agreement provides for a $1,750,000 purchase
price which the Debtor believes to be the fair market value of the
Property.
b. The Purchase Agreement is contingent on the Purchaser
obtaining a mortgage and the Purchaser representing they have
sufficient cash as a deposit to purchase the Property.
c. The closing is anticipated to occur on or about July 31,
2017, after the sale hearing held before the Court approving the
sale of the Property to the Purchaser.
d. The Purchaser has deposited with their real estate counsel
$50,000 in accordance with the Purchase Agreement.
e. The balance of the purchase price will be paid by the
Purchaser at the closing.
f. The Purchase Agreement will be construed, interpreted and
enforced pursuant to the laws of the State of New Jersey.
g. The Bankruptcy Court will retain jurisdiction with respect to
all matters arising from the Purchase Agreement.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Pilgrim_Medical_202_Sales.pdf
The Property is subject to a mortgage lien held by the M&T Bank
successor by merger Hudson City Savings Bank. The mortgage holder
filed proof of claim No. 2 in the claims register of the case
asserting a secured amount of $659,498. The Property is also
encumbered by judgment claims held by Jacqueline Jalil in the
amount of $334,920, Luisa Rojas in the amount of $324,827; Tania
Mena in the amount of $384,640, and Deutsch Atkins, P.C. in the
amount of $64,521 ("Judgment Creditors"). The judgements were
docketed with the Superior Court of New Jersey on Feb. 2, 2016 and
bears Judgment Number J-021645-2016.
The liens that may encumber the Property include: (i) any and all
unpaid property taxes; (ii) any and all unpaid municipal charges
for water and/or sewer; and (iii) the joint tenancy interest of
Marie Campanella.
An affidavit confirming Campanella's agreement to subordinate her
interest to the bankruptcy estate is docketed as docket entry 117.
The Judgment Creditors have consented to the sale and the proceeds
will be held in accordance with the Stipulation of Settlement
entered into between Pilgrim Medical Center, Inc., Dr. Nicholas V.
Campanella, MCN Properties, Marie Campanella, Jacqueline Jalil,
Luisa Rojas and Tiana Mena. All other liens will be satisfied in
full upon closing of sale.
An appraisal dated Feb. 13, 2017 values the Property at $1,930,000.
The proposed purchase price of $1,750,000 exceeds 75% of the value
of the appraised. The proposed sale represents the highest and
best offer by a disinterested third-party. The Debtor believes the
proposed sale provides the best value to the estate.
The Debtor asks that the Court waive the 14-day period pursuant to
Rule 6004(h).
About Pilgrim Medical Center
Pilgrim Medical Center, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 16-15414) on March 22,
2016. The petition was signed by Nicholas V. Campanella,
shareholder. The case is assigned to Judge Stacey L. Meisel. The
Debtor estimated under $50,000 in assets and debt of $1 million to
$10 million. Pamela Farmer was retained as realtor for the
Debtor.
Nicholas V. Campanella commenced his own Chapter 11 case (Bankr.
D.N.J. Case No. 16-04601) on June 8, 2016.
Pilgrim's and Mr. Campanella's chapter 11 cases are jointly
administered under Case No. 16-15414.
Counsel for Mr. Campanella:
Jerome M. Douglas, Esq.
LAW OFFICES OF JEROME M. DOUGLAS, LLC
1600 Route 208 North
P.O. Box 670
Hawthorne, NJ 07507
Telephone: (973) 238-8638
RAILYARD COMPANY: Court Awards Law Firm $177K for Fees, Expenses
----------------------------------------------------------------
William F. Davis & Assoc., P.C., filed an application for
compensation for work done as counsel for debtor in possession
Railyard Company, LLC. Two members of the Debtor, Steve Duran and
Rick Jaramillo objected. After considering all evidence and
arguments presented at trial, Judge David T. Thuma of the U.S.
Bankruptcy Court for the District of New Mexico overruled the
objections in large part and granted the application.
Attorney compensation in Chapter 11 cases is governed by 11 U.S.C.
section 330(a). To be compensable, the fees must be for services
that were "actual" and "necessary." If the applicant clears these
hurdles, then the fees must be "reasonable."
Whether services were necessary means "whether they were necessary
to the administration of, or beneficial toward the completion of, a
case under [title 11]." The potential benefit must be measured
when the services are provided, not when the fee application is
heard. Thus, work that had a reasonable chance of succeeding when
it was performed can be necessary and beneficial even if it was not
ultimately successful.
The Court may also consider the effectiveness and zealousness of
the representation in evaluating the benefit to the estate.
However, the attorney must balance his obligation to represent the
client zealously with the obligation to provide reasonable services
for the sole benefit of the estate.
The Members argue that Counsel's representation fell short in a
number of areas, requiring a reduction in or denial of
compensation.
After evaluating each alleged failures, Judge Thuma concludes
Counsel's services rendered to Debtor were actual, zealous,
effective, necessary, and beneficial to the estate.
In evaluating the reasonableness of a proposed fee, "the adjusted
lodestar approach is used, taking into account each of the factors
specifically mentioned in section 330(a)(3) plus additional ...
factors" articulated in Johnson v. Georgia Highway Express, Inc.
Counsel and his firm spent 679.66 hours on the necessary Time spent
services. Judge Thuma found that this amount of time seems a bit
high, although the case was very contentious. The rates charged --
$325 for Counsel and $225 for his Rates charged associates -- are
reasonable and customary for attorneys in New Mexico with their
level of experience. The record indicates that the services were
performed timely. Counsel is a New Mexico certified bankruptcy
specialist.
His firm is well known in the field. Counsel is very skilled and
experienced in representing debtors in possession. Based on the
Court's experience, the fees are consistent Customary compensation
in with the customary compensation charged by practitioners
non-bankruptcy cases in non-bankruptcy cases.
After considering particular circumstances, Judge Thuma finds that
the total fee is slightly high. In light of the section
330(a)(3)/Johnson factors, the Court concludes it should reduce the
requested fee amount by 5%, or $9,314.78. Of the $186,295.58
requested, Counsel, therefore, will be awarded $176,980.80.
The evidence shows that Counsel effectively represented the Debtor.
Counsel's services were actual, beneficial and necessary, and an
award of $176,980.80 is reasonable. The Court will award that
amount to Counsel in a separate order.
The bankruptcy case is In re: In re: RAILYARD COMPANY, LLC, Debtor,
Case No. 15-12386 t11 (Bankr. D. N.M).
A full-text copy of Judge Thuma's Opinion is available at
https://is.gd/upFxTI from Leagle.com.
Recreational Equipment, Inc., Appellee, represented by Charles R.
Hughson -- chughson@rodey.com -- Rodey, Dickason, Sloan, Akin &
Robb, P.A.
Craig H Dill, Trustee, represented by Leslie D. Maxwell --
lmaxwell@walkerlawpc.com -- Walker & Associates, P.C., Samuel I.
Royba -- sroybal@walkerlawpc.com -- Walker & Associates, P.C. &
Thomas D. Walker -- twalker@walkerlawpc.com -- Walker & Associates,
P.C..
United States Trustee, U.S. Trustee, represented by Ronald Andazola
-- ronald.andazola@usdoj.gov -- Assistant US Trustee & Alice
Nystel Page, Office of U.S. Trustee.
About Railyard Company
Railyard Company, LLC, owns and developed two-story Market Station
that houses the REI sporting goods store and other tenants. It
filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on
Sept. 4, 2015. The petition was signed by Richard Jaramillo as
managing member. The Debtor is represented by William F. Davis,
Esq., at William F. Davis & Associates, P.C., as counsel.
The Debtor's Chapter 11 petition says the Company has about $11.2
million in debts and $13.8 million in assets.
A Chapter 11 Trustee was appointed for Railyard Company, LLC. The
Chapter 11 Trustee hired Hunt & Davis, P.C., as counsel, and
Steven
W. Johnson, CPA,
LLC as accountant.
Railyard Brewing Company, LLC, filed a Chapter 11 petition (Bankr.
D.N.M. Case No. 16-12829) on November 16, 2016, and is represented
by Michael K. Daniels, Esq.
RAY ROGERS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Ray Rogers Timber Company,
Inc., as of July 20, according to a court docket.
About Ray Rogers Timber Company, Inc.
Ray Rogers Timber Company, Inc., based in Nashville, Arizona, filed
a Chapter 11 petition (Bankr. W.D. Ark. Case No. 17-71461) on June
7, 2017. The Hon. Richard D. Taylor presides over the case. Rufus
E. Wolff, Esq., at Wolff & Ward, PLLC, serves as bankruptcy
counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by E. Ray
Rogers, president.
RENT-A-WRECK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates that simultaneously filed Chapter 11 bankruptcy
petitions:
Debtor Case No.
------ --------
Rent-A-Wreck of America, Inc. 17-11592
13900 Laurel Lakes Avenue, Suite 100
Laurel, MD 20707
Bundy American, LLC 17-11593
13900 Laurel Lakes Avenue, Suite 100
Laurel, MD 20707
Business Description: Rent-A-Wreck --
http://www.rentawreck.com-- is a
car rental company headquartered in Laurel,
Maryland. Founded in 1968 and franchising
since 1973, the Company offers for rent
economy cars, full size luxury sedans,
pickup trucks, box trucks, mini-vans, cargo
vans, 15-passenger vans, SUVs, and station
wagons. It has locations across the United
States and internationally in Norway, Sweden
and Denmark.
Chapter 11 Petition Date: July 24, 2017
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors' Counsel: Aaron S. Applebaum, Esq.
SAUL EWING LLP
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102
Tel: 215-972-8582
Fax: 215-972-1817
Email: Aapplebaum@saul.com
Debtors'
Special
Counsel: QUARLES & BRADY LLP
Estimated Estimated
Assets Liabilities
--------- -----------
Rent-A-Wreck of America $1M-$10M $1M-$10M
Bundy American, LLC $1M-$10M $1M-$10M
The petitions were signed by James William Cash, president.
The Debtors' consolidated list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/deb17-11592.pdf
A full-text copy of Bundy American's petition is available at:
http://bankrupt.com/misc/deb17-11593.pdf
ROBERT DONEHEW: Proposes Private Sale of Atlanta Personal Property
------------------------------------------------------------------
Robert H. Donehew asks the U.S. Bankruptcy Court for the Northern
District of Florida to authorize the private sale of personal
property items from their home located at 4405 Paper Mill Road,
Marietta, Georgia ("Atlanta Home"), for the best and highest
price.
Objections, if any, must be filed within 21 days from the date of
service of Notice unless the Court grants the Motion to Shorten
Time to 10 days.
The Debtor has listed the real property, and is preparing to move
into a rental. He and his non-filing spouse realize that the
rental will be smaller than their current home and desire to sell
the exempt personal property items from their Atlanta Home. They
would like to have a private sale for the exempt personal property
items on the Schedule C that are denoted as "Atlanta Home" to sell
the items for the best and highest price. No party in interest is
believed to be adversely affected by the sale.
A copy of the Schedule C attached to the Motion is available for
free at:
http://bankrupt.com/misc/Robert_Donehew_73_Sales.pdf
Counsel for the Debtor:
Charles M. Wynn, Esq.
CHARLES M. WYNN LAW OFFICES, P.A.
P.O. Box 146
Marianna, FL 32447
Telephone: (850) 526-3520
Facsimile: (850) 526-5210
E-mail: Court@Wynnlaw-fl.com
Robert Holton Donehew sought Chapter 11 protection (Bankr. N.D.
Fla. Case No. 17-50121) on March 31, 2017. The Debtor tapped
Charles M. Wynn, Esq., at Charles M. Wynn Law Offices, P.A., as
counsel.
ROCK ISLAND REALTY: Plan Outline Okayed, Plan Hearing on Sept. 21
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of Illinois is
set to hold a hearing on September 21, at 11:00 a.m., to consider
approval of the Chapter 11 plan of reorganization for Rock Island
Realty, LLC.
The hearing will be held at the U.S. Courthouse and Post Office,
Room 226, 211 19th Street, Rock Island, Illinois.
The court on July 11 approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.
The order set an August 17 deadline for creditors to cast their
votes accepting or rejecting the plan. Objections to the plan are
due by September 14.
About Rock Island Realty LLC
Headquartered in Rock Island, Illinois, Rock Island Realty, LLC
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case
No. 15-81508) on Oct. 2, 2015. At the time of the filing, the
Debtor disclosed that it had estimated assets of less than $1
million and liabilities of less than $500,000. Dale G. Haake,
Esq., at Katz Nowinski P.C., is the Debtor's bankruptcy counsel.
ROMEO'S PIZZA: Has Until Sept. 1 to File Chapter 11 Plan
--------------------------------------------------------
Judge Paul G. Hyman of the U.S. Bankruptcy Court for the Southern
District of Florida granted Romeo's Pizza Express, Inc.'s Second
Motion to Extend Exclusivity Period, and extended the Debtor's
exclusivity period up to and including September 1, 2017.
As previously reported by The Troubled Company Reporter, the Debtor
sought extension of the exclusivity period within which to file its
plan of reorganization and disclosure statement through and
including September 1, saying it is still currently in negotiations
with secured creditors.
About Romeo's Pizza Express
Romeo's Pizza Express, Inc. filed a chapter 11 petition (Bankr.
S.D. Fla. Case No. 16-24817) on Nov. 1, 2016. The petition was
signed by Antonio Manglaviti, president and managing partner. The
Debtor estimated assets and liabilities at $500,001 to $1 million
at the time of the filing.
The Debtor is represented by Malinda L. Hayes, Esq., at Markarian
Frank White-Boyd & Hayes. The Debtor hired Siegel & Siegel, LLC to
serve as its accountant; and Auction America as appraiser.
No official committee of unsecured creditors has been appointed in
the case.
RUE21 INC: Plan Confirmation Hearing to Start August 29
-------------------------------------------------------
Judge Gregory L. Taddonion of the U.S. Bankruptcy Court for the
Western District of Pennsylvania approved rue21, inc. and
affiliates' disclosure statement referring to their first amended
joint plan of reorganization.
The Plan Objection Deadline shall be on August 21, 2017, at 5:00
p.m. prevailing Eastern Time.
Any objections to the Plan must be in writing and filed on the Plan
Objection Deadline.
The Confirmation Hearing shall commence on August 29, 2017, at 2:00
p.m. prevailing Eastern Time.
About rue21
rue21 -- http://www.rue21.com/-- is a teen specialty apparel
retailer. For over 37 years, rue21 has been famous for offering
the latest trends at an affordable price point. It has core
brands
in girls' apparel (rue21), intimate apparel (true), girls'
accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel
and accessories (Carbon), girls' plus-size apparel (rue+), and
girls' swimwear (ruebleu). The company is headquartered in
Warrendale, Pennsylvania and have one distribution center located
in Weirton, West Virginia.
Headquartered just north of Pittsburgh, Pennsylvania, rue21 had
1,179 stores in 48 states in shopping malls, outlets and strip
centers, and on its website. In April, Company began the process
of closing approximately 400 underperforming stores in its 1,179
store fleet in order to streamline operations.
On May 15, 2017, rue21, inc., and affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the
Company's senior vice president, treasurer, chief financial
officer, and chief accounting officer, signed the petitions.
The Debtors have sought joint administration of the Chapter 11
cases. The Honorable Gregory L. Taddonio is the case judge.
The Debtors tapped Reed Smith LLP as local counsel; Kirkland &
Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment
banker; Berkeley Research Group, LLC, as financial advisor; A&G
Realty Partners, LLC, as real estate advisor and consultant; and
Kurtzman Carson Consultants LLC as claims and notice agent.
rue21 estimated $1 billion to $10 billion in assets and
liabilities.
Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders,
Prepetition Term Loan Agent and Term Loan Steering Committee are
Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J.
Bresch, Esq., at Jones Day.
Counsel to the DIP ABL Agent and the Prepetition ABL Agent are
Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan
Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy
Palmer, Esq., at Buchanan Ingersoll & Rooney PC.
The Sponsor Lenders are represented by Simpson Thacher &
Bartlett's Elisha D. Graff, Esq.
An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed,
Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors. The Committee has tapped Cooley LLP as
counsel; and Fox Rothschild LLP as local counsel.
S&S SCREW: Sale of All Assets Tennessee Machining for $3.3M Okayed
------------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized S&S Screw Machine Co.,
LLC's sale of substantially all assets to Tennessee Machining, LLC,
for $3,325,000.
The sale is free and clear of all liens, claims and encumbrances.
Once the sale has closed, and upon receipt of $3,325,000, Regions
Bank will be deemed to have waived its claim against the estate.
About S&S Screw Machine Company
S&S Screw Machine Company, LLC, doing business as S&S - Precision,
filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 16-06829)
on Sept. 24, 2016. The petition was signed by Lawrence J. Battle,
authorized member. The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing.
The case is assigned to Judge Randal S. Mashburn.
Phillip G. Young, Jr., Esq., at Thompson Burton PLLC, is serving
as
counsel to the Debtor.
The Office of the U.S. Trustee on Nov. 10, 2016, appointed three
creditors to serve on an Official Committee of Unsecured
Creditors.
The committee members are: Kenny Wine, of Joseph T. Ryerson & Son;
Del Miller, of Kaiser Aluminum Fabricated Products; and Stephen L.
Cochran, of Production Pattern & Foundry Co.
The Committee tapped Paul G. Jennings, Esq., at Bass Berry & Sims
PLC, as its counsel.
SEINEYARD INC: Plan Outline Okayed, Plan Hearing on Aug. 17
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida is
set to hold a hearing on August 17, at 11:00 a.m., to consider
approval of the Chapter 11 plan of reorganization for Seineyard,
Inc.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on July 11.
The order set an August 10 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
About Seineyard Inc.
Seineyard, Inc., generates income from its restaurant business and
catering business located in Woodville, Florida.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Fla. Case No. 17-40210) on May 18, 2017. Sam
Dunclap, president, signed the petition. At the time of the
filing, the Debtor estimated assets and liabilities of less than
$50,000. Thomas Woodward Law Firm is the Debtor's bankruptcy
counsel.
SHORT BARK: Proposes Postpetition Factoring From LSQ Funding
------------------------------------------------------------
Short Bark Industries, Inc., et al., ask for permission from the
U.S. Bankruptcy Court for the District of Delaware to obtain
secured post-petition factoring and other financial accommodations,
consisting of the purchase by LSQ Funding Group, LLC, as purchaser,
and use cash collateral for, inter alia: (i) the working capital
needs of the Debtors, (ii) the satisfaction of interest, fees and
costs due under the DIP Documents, and (iii) permitted payment of
costs of administration of the Chapter 11 cases.
The Debtors propose to grant LSQ the Replacement Liens and
Pre-Petition Superpriority Claims to the extent of any Pre-Petition
Diminution in value of LSQ's interest in the Pre-Petition
Collateral as adequate protection for the granting of the DIP Liens
to LSQ, the use of cash collateral, and for the imposition of the
automatic stay.
Since the Petition Date, the Debtors and LSQ have negotiated the
terms of a DIP Facility that would enable the Debtors to have the
necessary liquidity to continue business operations and to proceed
with a competitive auction and sale process in the Court.
While the negotiations involved a longer term facility for these
cases, the Debtors needed emergency liquidity during the week of
July 10, 2017, in order pay critical operational expenses, like
payroll obligations. After the Debtors and LSQ worked out the
terms of a consensual emergency DIP order, on July 13, 2017, after
a hearing on the matter, the Court entered the corrected emergency
interim order authorizing Debtors to obtain secured postpetition
factoring and financing, which simply provided the Debtors with the
critical funding necessary for the first week of these cases. As
such, the Debtors and LSQ negotiated a more traditional DIP
facility, which culminated in the entry of the Ratification and
Amendment Agreement and the filing of the DIP Motion. The DIP
Facility will provide the necessary funding for the Debtors to
remain in operations and continue on the path to a competitive
auction and sale process in these bankruptcy cases.
The Debtors believe that the DIP Facility is the best, and only,
financing available to the Debtors under the circumstances and will
enable the Debtors, among other things, to continue to operate
their assets as a going concern during an orderly marketing and
competitive sale process and to otherwise preserve and maximize the
value of the Debtors' estates. If immediate liquidity provided in
the DIP facility is not obtained in accordance with the terms of
the interim court order and the DIP documents, the Debtors and
their estates will suffer immediate and irreparable harm.
A copy of the request is available at:
http://bankrupt.com/misc/deb17-11502-34.pdf
About Short Bark Industries
Short Bark Industries, Inc. -- http://www.shortbark.com/--
provides military apparels for the Department of Defense, law
enforcement industry. The Company's current or previously
manufactured items in the military category include but are not
limited to military MOLLE, medium and large rucksacks, assault
packs, IWCS, ACU, ABU, BDU, helmet covers, FROG, A2CU and more.
The Company offers men and boys suits, over garments, bag, and
coats. Short Bark Industries holds over 120,000+ square feet of
manufacturing capacity with operations in Florida, Puerto Rico and
Tennessee.
The Company and 1 other affiliates sought bankruptcy protection on
July 10, 2017 (Bankr. D. Del., Case No. 17-11501 and Case No.
17-11502). The petition was signed by Phil Williams, CEO and
Chairman.
The Debtors listed total assets of $10 million to $50 million and
total liabilities of $10 million to $50 million.
Bielli & Klauder, LLC serves as lead bankruptcy counsel to the
Debtors.
SHORT BARK: Sets Bid Procedures for All Assets
----------------------------------------------
Short Bark Industries, Inc., and EXO SBI, LLC, ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
bidding procedures in connection with the sale of substantially all
assets at auction.
A hearing on the Motion is set for July 31, 2017 at 10:00 a.m.
(ET). Objection deadline is July 27, 2017 at 4:00 p.m. (PET).
Concurrently with the Motion, the Debtors are filing their Motion
to Shorten Notice seeking to shorten the notice period for a
hearing on the Motion.
Prior to and on the Petition Date, the Debtors were exploring
options to sell their business. They hired SSG Advisors, LLC and
Young America Capital, LLC ("Advisors") as their investment bankers
to market their assets and business with the hope that
value-maximizing transaction could be achieved promptly. A
marketing process for SBI's assets began in March 2016.
From March 2016 through February 2017, the Advisors contacted over
200 parties, including lenders and strategic buyers, in an effort
to market the Debtors as a ripe investment. During this period,
there were a number of potential transactions with certain parties
to purchase either the assets of Debtor SBI, or would purchase the
debt position of LSQ. For various reasons, those transactions were
not consummated.
The Debtors filed these chapter 11 cases to continue the operations
of their business, to avoid any interruption in the manufacturing
process, and to ensure a robust action process. On July 13, 2017,
the Court held the First Day Hearings where it became clear that
the Debtors and the DIP financing source, LSQ Funding Group, LLC
all supported a potential sale to an interested purchaser. The
Debtors believe that the best way of maximizing the value of their
assets is to conduct a sale and auction process, attempt to
maximize the potential recovery to the approximately 50 general
unsecured creditors, and allow the businesses to operate in the
ordinary course until the sale occurs.
The Debtors believe that the solicitation of bids and a sale of
substantially all of their assets on the timeline proposed allow
them to maximize value for all stakeholders while minimizing
administrative expenses.
The salient terms of the Bidding Procedures are:
a. Minimum Deposit: 5% of the proposed purchase price
b. Bid Deadline: Aug. 25, 2017 at 5:00 p.m. (PET)
c. Sale Objection Deadline and Cure/Assignment Objection
Deadline: Aug. 25, 2017 at 4:00 p.m. (PET)
d. Auction: Aug. 29, 2017 at 4:00 p.m. (PET)
e. Starting Qualified Bid: The Debtors, with the consent of LSQ
will determine which Qualified Bid or combination of Qualified Bids
represent the then-highest or otherwise best bid for the Assets.
f. Bidding Increments: The Auction will commence with the
Starting Qualified Bid and then proceed in minimum increments to be
announced at the Auction.
g. Closing with Alternative Backup Bidders: Prior to the entry
of the Sale Order, the Debtors will announce the identity of the
Qualified Bidder or combination of Qualified Bidders who submitted
the Successful Bid at the Auction.
h. Sale Hearing: Aug. 30, 2017 at (TBD) (PET)
The Debtors asks authority to sell the assets free and clear of all
liens, claims, encumbrances, and other interest.
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/Short_Bark_55_Sales.pdf
The Debtors propose that the hearing to approve the Bidding
Procedures be held on July 31, 2017 at 10:00 a.m., with objections
to the Bidding Procedures, if any, to be filed no later than July
27, 2017 at 4:00 p.m. (PET). They ask authority to select, with
the consent of LSQ, a Stalking Horse Bidder, and to provide the
Stalking Horse Bidder with customary bid, including a breakup fee
and expense reimbursement.
In order to facilitate the sale of the Debtors' assets and the
assumption, assignment, and/or transfer of the Executory Contracts
and Unexpired Leases to the Successful Bidder contemplated
thereunder, within three business days of entry of the Bidding
Procedures Order, they will serve copies of the Bidding Procedures
Order and the Notice of Assumption and Assignment upon all Sale
Notice Parties. If the Debtors or Successful Bidder identifies
additional executory contracts or unexpired leases that might be
assumed by the Debtors and assigned to the Successful Bidder or
that were not set forth in the original Notice of Assumption and
Assignment, the Debtors will promptly send a Supplemental Notice of
Assumption and Assignment to the applicable counterparties to such
additional executory contracts and unexpired leases. The Cure
Amount/Assignment Objection deadline is Aug. 25, 2017 at 5:00 p.m.
(PET).
It is essential the Debtors consummate a value-maximizing sale of
their assets expeditiously. Any delays will lead to unnecessary
expense that will, in turn, frustrate their attempt to maximize
value. If there is a delay, and LSQ is no longer ready, willing,
and/or able to finance their operations, then they will be unable
to meet payroll and other obligations, and it is highly likely that
their business will shut down, over 500 employees will be
terminated and their assets will be liquidated piecemeal. However,
approving the relief requested in the Motion near the outset of
these chapter 11 cases will maximize value for their estates,
minimize the administrative expenses incurred in the cases and save
jobs. Accordingly, the Debtors ask the Court to approve the relief
sought.
In order to maximize the value of the assets and minimize the
estates' unnecessary administrative expenses, the Debtors ask the
Court to waive the 14-day stay imposed by Bankruptcy Rules 6004(h)
and 6006(d), to the extent that they apply.
About Short Bark Industries
Short Bark Industries, Inc. -- http://www.shortbark.com/--
provides military apparels for the Department of Defense, law
enforcement industry. The Company's current or previously
manufactured items in the military category include but are not
limited to military MOLLE, medium and large rucksacks, assault
packs, IWCS, ACU, ABU, BDU, helmet covers, FROG, A2CU and more.
The Company offers men and boys suits, over garments, bag, and
coats. Short Bark Industries holds over 120,000+ square feet of
manufacturing capacity with operations in Florida, Puerto Rico and
Tennessee.
The Company and one other affiliate sought bankruptcy protection
on
July 10, 2017 (Bankr. D. Del., Case No. 17-11501 and Case No.
17-11502). The petition was signed by Phil Williams, CEO and
Chairman.
The Debtors estimated total assets of $10 million to $50 million
and total liabilities of $10 million to $50 million.
Bielli & Klauder, LLC, serves as lead bankruptcy counsel to the
Debtors.
On Dec. 12, 2016, SSG Advisors, LLC and Young Americak Capital,
LLC,
as investment bankers and advisors.
STANDARDAERO AVIATION: Moody's Affirms B3 CFR, Outlook Stable
-------------------------------------------------------------
Moody Investors Service has affirmed ratings of StandardAero
Aviation Holdings, Inc., including the Corporate Family Rating of
B3, and concurrently affirmed the B2 rating of the company's first
lien term loan to which a $652 million incremental term loan is
planned. The rating outlook is stable. Proceeds of the incremental
term loan, supplemented by a $150 million preferred equity
offering, will fund the acquisition of Vector Aerospace Holding
S.A.S.
RATINGS RATIONALE
The B3 CFR reflects high financial leverage and modest free cash
flow generation since the LBO by Veritas in mid-2015, and
anticipates a substantial business integration period that will
follow close of the acquisition, expected for Q4-2017. On close of
this transaction, Moody's estimates that pro-forma debt/EBITDA
would exceed 8x, which is high for the rating.
StandardAero's maintenance, repair and overhaul ("MRO") volume
outlook is expected to be strong over the next few years due to a
favorable air passenger miles trend, new contract wins at
StandardAero and potential cost synergies from the combination with
Vector as well as PAS International Holdings, Inc. (a $180 million
acquisition of May 5, 2017).
The CFR also considers StandardAero's well-established position
within the aircraft engine MRO business, servicing a diversity of
engine models and covering commercial, business aviation and
military end markets. The long-term, contractual nature of the core
revenue stream provides income visibility, which offsets the high
financial leverage. Beyond expanded scale, the combination with
Vector better balances StandardAero's portfolio, by OEM and region,
and brings new customer relationships as well.
The rating outlook is Stable due to an adequate liquidity profile
and Moody's belief that, following the fourth quarter close of
Vector, the company will focus on business integration, margin
improvement and free cash flow generation.
While the company's revolving credit facility is small relative to
the company's size the company held more than $120 million of cash,
within the US and Canada, at the end of June. Moody's estimates
that most of this cash balance will remain on close of the
transaction, which is important to preserve revolver availability
in the event the company encounters significant working capital
growth over the second half of the year.
The rating could be upgraded if StandardAero can materially reduce
leverage while maintaining steady revenue growth and profitability
and an adequate liquidity profile. Sustained debt/EBITDA below 6x
and free cash flow/debt in the high single digit percentage range
would warrant higher rating consideration.
Ratings could be downgraded if the company fails to generate
planned synergies from acquisitions, or if the company encounters
other operating difficulties or adverse contract developments that
would results in diminishing free cash flow or a weakened liquidity
profile.
Outlook Actions:
Issuer: StandardAero Aviation Holdings, Inc.
-- Outlook, Remains Stable
Affirmations:
Issuer: StandardAero Aviation Holdings, Inc.
-- Probability of Default Rating, Affirmed B3-PD
-- Corporate Family Rating, Affirmed B3
-- Senior Secured Bank Credit Facility, Affirmed B2 (LGD 3)
-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD 6,
from LGD 5)
StandardAero, headquartered in Scottsdale, Arizona, is a leading
provider of aircraft engine MRO and aircraft completion and
modification services to the commercial, business, military and
general aviation industries. Pro forma for the Vector acquisition
annual revenues will be about $2.7 billion. StandardAero is
wholly-owned by Veritas Capital.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.
STANDARDAERO AVIATION: S&P Keeps 'B-' CCR on CreditWatch Positive
-----------------------------------------------------------------
S&P Global Ratings, on July 7, 2017, placed all of its ratings on
StandardAero Aviation
Holdings Inc. on CreditWatch with positive implications after the
company announced the acquisition of Vector Aerospace Holdings SAS.
S&P said, "We have met with management and have a clearer
understanding of StandardAero's rationale for the acquisition. We
think that the benefits from the acquisition's scale, scope and
diversity will offset the greater leverage associated with the
transaction."
Subsequently, on July 21, 2017, S&P Global Ratings said that all of
its ratings on StandardAero Aviation Holdings Inc. including its
'B-' corporate credit rating, remain on CreditWatch, where it
placed them with positive implications on July 7, 2017. S&P said,
"We expect to raise the corporate credit rating to 'B' from 'B-'
and remove all ratings from CreditWatch when the acquisition
closes, assuming there are no material revisions to the proposed
capital structure.
"We are also maintaining our CreditWatch placement and '3' (rounded
estimate: 55%) recovery rating on StandardAero's upsized $1.803
billion (amount outstanding) senior secured term loan. We expect to
raise the issue level rating to 'B' concurrent with the expected
'B' corporate credit rating when the acquisition closes.
"We are also maintaining our CreditWatch placement on the company's
existing $485 million senior unsecured notes, but expect to raise
the recovery rating to '5' from '6'(rounded estimate: 5%) and our
issue level rating to 'B-' from 'CCC' due to the 'B' corporate
credit rating as well as a change in our obligor/non-obligor
valuation split because of a higher proportion of EBITDA generated
outside the United states when the proposed transaction closes.
"StandardAero is financing its acquisition of Vector Aerospace with
a $652 million add on to its existing senior secured term loan and
$150 million of preferred equity, which we treat as debt. The
CreditWatch positive placement reflects our expectation that the
moderate increase in leverage to fund the acquisition will be
offset by improvements to StandardAero's business risk. The
combined entity will position the company as one of the largest
independent maintenance, repair and overhaul (MRO) providers
globally, adding to its scale, scope of operations, and diversity.
Vector Aerospace had about $700 million of revenues in 2016 and is
a leading global provider of MRO services for fixed- and
rotary-wing aircraft operators, which complements and expands
StandardAero's existing offerings.
"We will resolve the CreditWatch placement when the transaction
closes. We expect to raise the corporate credit rating to 'B' from
'B-', as well as issue level ratings, assuming there are no
material revisions to the proposed capital structure when the
acquisition closes."
STEEL DYNAMICS: S&P Affirms 'BB+' CCR & Alters Outlook to Positive
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Fort Wayne, Ind.-based
Steel Dynamics Inc. to positive from stable. S&P said, "At the same
time, we affirmed our 'BB+' corporate credit rating on the
company.
"We also affirmed our 'BB+' issue-level rating on the company's
$2.35 billion senior unsecured notes. Our recovery rating on the
notes remains '3', indicating our expectation for meaningful (50%
to 70%; rounded estimate: 60%) recovery in the event of a payment
default.
"The outlook revision reflects our view that the improvement in
operating results, profitability, and credit measures that Steel
Dynamics is experiencing will continue over the next 12 to 24
months, potentially strengthening its overall credit risk over the
longer term and commensurate with an investment-grade rating.
Specifically, an investment-grade rating would be predicated upon
the company continuing its transformation to a notably stronger
credit profile that could withstand most conditions in the
fundamentally volatile steel sector. By the end of 2017, we expect
Steel Dynamics to produce adjusted net leverage below 1.5x, FFO to
debt above 50%, and FOCF to debt of about 30%. We expect further
improvement in 2018, with adjusted debt leverage of slightly more
than 1x, FFO to debt above 60%, and FOCF to debt above 40%.
"Our positive outlook on Steel Dynamics reflects the company's
improved operating results and robust free cash flow generation,
which we expect will continue into 2018 and beyond. Specifically,
we expect that over the next 12 to 24 months, Steel Dynamics will
improve adjusted leverage to below 1.5x, FFO to debt to above 50%,
and FOCF to debt to above 30%. We also incorporate our expectations
that steel demand in the U.S. will remain strong over this time
frame, especially supported by continued growth in the
nonresidential and residential construction markets and still solid
(though slowing) light vehicle sales.
"We could raise our ratings on Steel Dynamics by one notch over the
next year or two if the company sustains adjusted FFO to debt
greater than 50% and FOCF to debt greater than 30% over the long
term. An upgrade would also be predicated upon our view that the
company is able to maintain adjusted EBITDA margins above 8% under
most reasonable market conditions, as well as a strong liquidity
position as a cushion for unexpected weakness in its cyclical end
markets and to mitigate its exposure somewhat to volatile metals
prices (especially hot-rolled HRC steel and scrap steel). At the
same time, we would expect the company to continue to manage its
balance sheet in a manner that allows it to preserve its credit
measures, while balancing its internal growth strategy,
shareholder-friendly actions (including dividends and share
repurchases), and acquisition activity.
"We could revise our outlook back to stable if the company were not
able to sustain adjusted net leverage below 2x, FFO to debt of more
than 45%, or FOCF to debt of more than 25%. Though unlikely, this
could occur if metal spreads between HRC steel and scrap steel
contracted by more than 10% or total volumes fell by more than 10%
over this time frame. Also unlikely in our view, this could occur
if the company were to debt-finance a particularly large
acquisition (i.e. greater than $1 billion), while also pursuing
more-aggressive, larger-scale shareholder-friendly activities. A
decline in volumes would likely be precipitated by a
more-pronounced slowdown in the U.S automotive market, leading to
annual light vehicle sales below 16 million and/or a decline in
nonresidential and residential construction markets. Meanwhile, a
decline in metal spreads could occur if scrap steel prices rose due
to higher demand levels in the U.S. and abroad without a
corresponding rise in U.S. HRC prices, potentially due to lower
lead times or utilization rates, lower international HRC prices
from lower input costs, higher import levels in the U.S., or
unfavorable trade case determinations."
SUBMARINA INC: Trustee's $500K Sale of All Franchise Assets Okayed
------------------------------------------------------------------
Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada authorized W. Donald Gieseke, the Chapter 11
trustee for Submarina, Inc., to sell substantially all of the
Debtor's franchise related assets to Sinelli Concepts
International, Inc., or its assignee for $505,000.
A hearing on the Motion on shortened time was held on July 10, 2017
at 1:30 p.m.
The sale is free and clear of liens, Claims and encumbrances,
except for any Assumed Liabilities in the Asset Purchase
Agreement.
As stated at the Hearing, in addition to those assets set forth in
Paragraph 2.1 of the Asset Purchase Agreement, the Purchased Assets
include the Debtor's rights and obligations in that certain
Purchase Agreement for San Diego Area Developer Rights and
underlying Area Developer Agreement ("San Diego Area Developer
Contracts") assumed by the Debtor pursuant to the Court's Sept. 3,
2013 Order. The San Diego Area Developer Contracts will be an
Assumed Contract under the Asset Purchase Agreement.
The Trustee is authorized and directed to assume and/or assign the
Assumed Contracts and Assumed Franchise Agreements to the Buyer
free and clear of all liens, Claims, and Encumbrances (except the
Assumed Liabilities set forth in the Asset Purchase Agreement).
The payment of the applicable Cure Costs (if any) by the Buyer will
(i) effect a cure of all defaults existing thereunder as of the
Closing Date; (ii) compensate for any actual pecuniary loss to such
non-Debtor party resulting from any default; and (iii) together
with the assumption of the Assumed Contracts and Assumed Franchise
Agreements by the Buyer, constitute adequate assurance of future
performance.
The Buyer, as part of providing adequate assurance of future
performance and Cure Amounts to the Franchisees, will execute and
provide to the Franchisees for their execution the Agreement for
Continued Operation For Submarina Store prior to the Closing Date.
All Cure Amounts, if any, will be satisfied by the parties'
execution of the Continued Operation Agreement and no other Cure
Amounts are owed. The Buyer will then have assumed the Assumed
Contracts and Assumed Franchise Agreements, and the assignment by
the Debtor of such Assumed Contracts and Assumed Franchise
Agreements will not be a default thereunder.
After execution of the Continued Operation Agreement by the
parties, neither the Debtor, nor its bankruptcy estate, nor the
Buyer will have any further liabilities to the counterparties other
than the obligations of the Buyer under the Assumed Contracts and
Assumed Franchise Agreements that become due and payable on or
after the Closing Date.
The stays under Fed. R. Bank. P. 6004(h) and 6006(d) are waived and
the Order is not stayed.
About Submarina Inc.
Submarina Inc., a franchisor of submarine sandwich restaurants,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Nev. Case No. 12-22097) on Oct. 25, 2012. The petition was
signed by Bruce N. Rosenthal, president and CEO. At the time of
the filing, the Debtor estimated its assets and debt at $1,000,001
to $10,000,000. The case is assigned to Judge Mike K. Nakagawa.
The Debtor is represented by Matthew L. Johnson, Esq., and Russell
G. Gubler, Esq., at Johnson & Gubler, P.C.
Kerensa Investment Fund 1, LLC, an investment entity whose only
asset of value is the ownership of 2,198,958 shares of Submarina
stock, filed a Chapter 11 petition on Sept. 9, 2011 (Bankr. D.
Nev.
Case No. 11-24352). At the time of filing, the Debtor estimated
$1,000,001 to $10,000,000 in assets and $100,001 to $500,000 in
debt.
On Feb. 8, 2017, W. Donald Gieseke was appointed, and remains, the
duly acting Chapter 11 Trustee for Submarina.
Shelley D. Krohn is the Chapter 11 Trustee for Kerensa Investment
Fund. L. Edward Humphrey, Esq., at Humphrey Law PLLC serves as the
Trustee's counsel.
SUNIVA INC: Exclusive Plan Filing Deadline Moved to December 13
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended the exclusive periods in which Suniva, Inc. must
file a Chapter 11 Plan and solicit acceptances thereof, through and
including December 13, 2017 and February 11, 2018, respectively.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend its exclusive periods by 120 days,
explaining that it needs additional time so that it can obtain
adequate information to effectively formulate a plan to resolve the
Chapter 11 case. The Debtor contended that the market conditions
for solar panels has deteriorated significantly due to
prohibitively low pricing from overseas competitors and an
oversupply of foreign products.
The Debtor alleged that its ability to reorganize and succeed as a
going concern depends upon the outcome of a Section 201 petition
the Debtor filed with the United States International Trade
Commission after the Petition Date. A Section 201 petition asked
the USITC to evaluate whether increased imports of a product from
abroad pose a substantial threat to, or cause of, serious injury to
the U.S. industry that produces the same or similar product.
The Debtor told the Court that if it succeeds in its Section 201
petition and the President grants relief, the Debtor's business has
a path forward and the Debtor may be able to develop a bankruptcy
plan consistent with the same. If, however, relief under the
Section 201 petition will be denied, the Debtor said the market
conditions which led to the Chapter 11 case will continue and the
Debtor will unlikely to reorganize in its current form. As a
result, the Debtor said the characteristics and content of the
Debtor's plan will turn on the outcome of the Section 201
petition.
The Debtor related that after requesting clarification regarding
its Section 201 petition, the USITC formally initiated the Debtor's
Section 201 case on May 23, 2017. As a result, the USITC has until
Sept. 22, 2017, to complete its injury determination and until Nov.
13, 2017, to make a final report to the President regarding any
proposed remedy. The Debtor said that these critical dates are
beyond the current end of the Exclusive Filing Period. The Debtor
also said that the 120-day extensions of the Exclusive Periods it
seeks will enable it to evaluate the result of the USITC
investigation, the USITC's remedy recommendation, as well as
potentially the remedy imposed by the President. The Debtor
claimed that said information will permit the Debtor to identify
its path out of bankruptcy.
About Suniva, Inc.
Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. --
http://www.suniva.com/-- is a manufacturer of PV solar cells with
manufacturing facilities at its metro-Atlanta, Georgia headquarters
as well as in Saginaw, Michigan.
Impacted by Chinese manufacturers who are able to flood the U.S.
market for solar cells and modules with cheap imports, Suniva,
Inc., filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 17-10837) on April 7,
2017.
The Hon. Kevin Gross is the case judge.
Kilpatrick, Townsend & Stockton LLP is serving as general counsel
to the Debtor. Potter Anderson & Corroon LLP is serving as
Delaware counsel, with the engagement led by Stephen R. McNeill,
Jeremy William Ryan. Garden City Group, LLC, is the claims and
noticing agent.
Suniva estimated $10 million to $50 million in assets and $100
million to $500 million in debt.
TRE AMICI LEASING: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Tre Amici Leasing, LLC, as of
July 20, according to a court docket.
About Tre Amici Leasing
Tre Amici Leasing, LLC, and J A R R, INC., operate a personal
transportation service, which consists of a traditional taxi
service as well as contract work for Pasco County Public
Transportation (PCPT). The Debtor and its affiliates collectively
operate as Signature Car Service.
Tre Amici Leasing, LLC and J A R R, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos.
17-05123 and 17-05124) on June 13, 2017. At the time of the
filing, both Debtors estimated their assets of less than $100,000
and liabilities of less than $1 million. Joel S. Treuhaft, Esq.,
at Palm Harbor Law Group, P.A., serves as the Debtors' legal
counsel.
TRIAD GUARANTY: Case Conversion Denied, July 31 Plan Deadline Set
-----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court denied
the motion of the U.S. Trustee assigned to the Triad Guaranty case
for an order converting the Chapter 11 reorganization to a
liquidation under Chapter 7. The denial order states, "By July 31,
2017, the Debtor shall file its disclosure statement and
solicitation procedures motion. A hearing on approval of the
disclosure statement shall be held no later than September 30,
2017, or at such time as this Court may direct. A hearing on
confirmation of the plan shall be held no later than October 31,
2017 or at such time as this Court may direct." The Trustee
previously argued, "The Debtor has not filed a plan and disclosure
statement, despite having been in bankruptcy for approximately four
years. In June 2016, the District Court issued an opinion affirming
this Court's ruling in the adversary proceeding that was commenced
by the Debtor in order to obtain a ruling with respect to its
rights to shared net operating losses. The monthly operating
reports do not show significant activity, and it appears that the
case may be administratively insolvent. As a result, there appears
to be substantial or continuing loss to or diminution of the estate
and the absence of a reasonable likelihood of rehabilitation, which
constitutes cause for conversion or dismissal under 11 U.S.C.
section 1112 (b)(4)(A). Based on these grounds, cause exists to
convert the Debtor's case to a case under chapter 7 or dismiss the
case, whichever is in the best interests of the creditors and the
estate pursuant to 11 U.S.C. section1112(b)(1). In the alternative,
the U.S. Trustee requests that the Court set a deadline by which
the Debtor must file a plan and disclosure statement."
About Triad Guaranty
Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC)
--http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation. TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.
In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.
On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.
Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013. The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Thomas M. Horan, Esq., at Shaw Fishman Glantz & Towbin LLC replaced
Womble Carlyle Sandridge & Rice, LLP, as counsel to the Debtor.
Thomas M. Horan, Esq., previously worked at Womble Carlyle
Sandridge & Rice, LLP. The Debtor tapped Donlin, Recano & Company,
Inc., as claims and noticing agent.
TRILOGY ENERGY: DBRS Puts B(low) Issuer Rating Under Review
-----------------------------------------------------------
DBRS Limited placed the Issuer Rating and the rating of the Senior
Unsecured Notes (the Notes), both rated B (low), of Trilogy Energy
Corporation Under Review with Positive Implications. The rating
action follows the announcement by Trilogy on July 6, 2017, that it
has agreed to merge with Paramount Resources Ltd. Under the merger,
Paramount will acquire all of the common shares and non-voting
shares of Trilogy not already owned by Paramount on the basis of
one Paramount Class A common share for every 3.75 Trilogy shares.
Paramount currently owns approximately 15% of the common and
non-voting shares of Trilogy. Clayton H. Riddell is the principal
shareholder and Chairman of both Paramount and Trilogy and upon
completion of the merger, he will beneficially own and control
(directly and indirectly) approximately 44% of the outstanding
shares of Paramount.
The merger is to be effected by way of an agreement under the
Business Corporations Act (Alberta) and is subject to shareholder
and court approvals, including the minority shareholders of each of
Trilogy and Paramount. Additionally, on July 6, 2017, Paramount
announced that it had entered into an agreement with certain
subsidiaries of Apache Corporation to acquire Apache Canada Ltd.
(Apache Canada) for $459.5 million in cash plus working capital and
other monetary adjustments. The merger of Paramount with Trilogy is
conditional upon Paramount completing the acquisition of Apache
Canada. The merger also will not trigger any change of control
payments and the Company's Notes will remain outstanding following
the completion of the merger. The merger is expected to be
completed in September 2017.
DBRS notes that the merged entity's (including Apache Canada)
business risk and credit risk profiles relative to Trilogy on a
stand-alone basis should improve materially. The merged entity's
size increases more than threefold with pro forma sales volumes of
83,492 barrel of oil equivalents (boe)/day (versus Trilogy on a
stand-alone basis of 25,133 boe/day for the first quarter of 2017)
and gross proved reserves, according to an updated reserve report
as of June 1, 2017, expand to 344.8 million boes versus 93.2
million boes for Trilogy on a stand-alone base. The merged entity
is also expected to encompass a more diversified portfolio of
producing properties in Western Canada and the pro forma reserve
life improves to 11.3 years from 10.2 years. The focus of the
merged entity is to develop liquids rich opportunities in the
Montney, Duvernay and Deep Basin resource plays in Western Alberta.
On the other hand, the sales mix of the merged entity is even more
weighted towards lower margin natural gas volumes (66% pro forma
versus 62% on a stand-alone basis) and the operating netback (based
on results for the three months ended March 31, 2017) is lower as a
result of the higher natural gas weighting.
The balance sheet and credit metrics of the merged entity should
improve significantly relative to Trilogy as a stand-alone company.
As of March 31, 2017, Paramount had no debt outstanding and $529
million of cash and cash equivalents. An additional $150 million of
gross cash proceeds was realized in May with the sale of oil and
gas properties in the Valhalla area of Alberta. Paramount plans to
fund the Apache Canada acquisition with cash on hand and no debt
will be assumed. As at the end of March 31, 2017, Trilogy had
long-term debt plus a working capital deficiency (excluding assets
and liabilities held for sale) of $584 million. Subsequent to the
end of the quarter, the Company received gross cash proceeds of
$110 million that was applied to debt reduction. Pro forma debt of
the merged entity accounting for proceeds to be received from asset
sales post March 31 is estimated by Paramount at approximately $320
million. The majority of the combined entity's pro forma debt after
the merger is anticipated to be the $300 million of Trilogy Notes.
Overall, DBRS is of the opinion that the merger with Paramount
should result in an enhancement of Trilogy's credit ratings. DBRS
anticipates resolving the Under Review status by closing of the
transaction.
TUSCANY ENERGY: Has Until August 13 to Solicit Plan Votes
---------------------------------------------------------
Judge Erik P. Kimball of the Bankruptcy Court for the Southern
District of Florida extended Tuscany Energy, LLC's exclusive period
to solicit acceptances for a plan of reorganization through August
13, 2017.
The Troubled Company Reporter has previously reported that the
Debtor and Armstrong Bank had previously set the deadline for the
Debtor to file a plan of reorganization and disclosure statement as
April 25, 2016, which was approved by the Court on April 1.
Consequently, the Court had canceled the hearing on the Armstrong
Bank's motion to dismiss, or in the alternative, for abstention and
motion for relief from automatic stay, or in the alternative, for
adequate protection.
The Debtor filed its Plan of Reorganization and Disclosure
Statement on April 25, 2016. Subsequently, pursuant to the Order
Granting the Debtor's Ex-Parte Motion to Continue Disclosure
Hearing and Extend Related Deadlines, the Debtor presently had a
deadline of July 17, 2017, to file an amended disclosure statement,
and the hearing to approve the disclosure statement had been
scheduled for August 16, 2017.
The Debtor related that it had attended continued judicial
settlement conference with Armstrong Bank before Judge Cornish in
Oklahoma on multiple occasions from September 2016 through February
2017 to permit the Parties additional time to review information
relating to the oil wells, and a proposed sale of certain oil
wells.
The Debtor told the Court that most recently, the Debtor and
Armstrong Bank had agreed to place the judicial settlement
conference on hold, and attempt to resolve the matter directly
between the parties. Consequently, the Debtor related that the
Parties had reached an agreement in principle, and were in the
process of drafting and finalizing a settlement agreement, which
the Debtor will then submit to the Court for approval.
The Debtor claimed that the proposed settlement provides for terms
that are different from the terms in the Plan, and will thus
require the Debtor to withdraw, amend or modify the Plan.
Accordingly, the Debtor sought for additional time to obtain
approval of the settlement, prior to determining its course of
action with respect to the Plan, and seeking any votes in favor of
an amended or modified plan.
About Tuscany Energy, LLC
Tuscany Energy, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 16-10398) on Jan. 11, 2016. The
petition was signed by Donald Sider, manager. The case is assigned
to Judge Erik P. Kimball. At the time of the filing, the Debtor
estimated assets at $100,000 to $500,000 and liabilities at $1
million to $10 million. The Debtor is represented by Bradley S.
Shraiberg, Esq., and Bernice Lee, Esq., at Shraiberg, Ferrara, &
Landau P.A.
No official committee of unsecured creditors has been appointed in
the case.
TVR INC: Seeks Sept. 12 Extension of Exclusive Periods
------------------------------------------------------
TVR, Inc., asks the U.S. Bankruptcy Court for the Middle District
of Pennsylvania to extend its exclusive plan filing period until
September 12, 2017.
The Debtor filed its joint Chapter 11 plan and disclosure statement
on June 25. The Court entered an order conditionally approving the
disclosure statement on July 7, and and setting balloting and
objection dates for August 4, and the hearing on Confirmation and
objections for August 8.
The Debtor asserts that for it to maximize the likelihood of a
successful reorganization, it is necessary that the Debtor retains
the exclusive right to file a Plan with this Court beyond the
initial specified exclusive time.
About TVR Inc.
TVR, Inc., aka Joseph's Restaurant, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 16-04183) on
Oct. 7, 2016. The Debtor's business involves the operation of a
restaurant. The Debtor hired John Fisher, Esq., in Pittston,
Pennsylvania, as counsel; and C. Stephen Gurdin, Jr., Esq., in
Wilkes-Barre, Pennsylvania, as co-counsel. Joseph Flynn II serves
as accountant.
UPSTREAM BREWING: Proxibid to Auction West Location Assets
----------------------------------------------------------
Proxibid, the most trusted way to connect buyers and sellers of
highly valued items, and Auction Solutions, Inc., an Omaha-based
auction and realty company, will auction the contents of Upstream
Brewing Company's West location. Live onsite bidding will begin on
July 25 at 11am Central, but online bidding is already available
via Proxibid.
An Omaha staple since 1996, Upstream Brewing Company opened its
West location in 2002 following the success of its Old Market
restaurant and brewery. The West location closed its doors at the
end of June 2017, and will auction banquet, catering, restaurant,
commercial kitchen equipment, billiards tables, booths, dining room
furniture, and much more.
For those who cannot attend the auction in person, Proxibid
provides online bidding, enabling interested buyers from anywhere
in the world to participate. Omaha locals and restaurateurs alike
will find something of interest, with both sentimental memorabilia
and high-quality equipment available for auction.
Auction highlights include:
-- MagiCater 60" Mobile Gas Commercial Griddle/Grill
-- Schafer Commercial Wood Bar Stools
-- Dish Racks of "Upstream Brewing Co." Pint Glasses and Pilsner
Style Shot Glasses
-- Brunswick Billiard Tables
-- Upstream Brewing Company "Special Bottling" Beer and Wine
Bottles – for Decorative Use
-- Long Double Booth Benches
"While the downtown location continues to thrive, Omahans can
purchase keepsakes from one of the area's favorite restaurants,"
said Shayne Fili, President & Owner of Auction Solutions, Inc.
"For those bidding remotely, Proxibid provides a seamless
experience with the live auction, designed with transactional
security in mind for high dollar purchases. If you are looking to
start or grow a restaurant, this auction offers a great opportunity
to purchase high-quality equipment at competitive prices."
For more information about this auction, to view the online
catalog, or to place a bid, please visit
www.proxibid.com/auctionsolutions.
Proxibid Social
Visit us online at www.proxibid.com
Like us on Facebook www.facebook.com/proxibid
Follow us on Twitter www.twitter.com/proxibid
Follow us on Instagram www.instagram.com/proxibid
About Auction Solutions, Inc.
Auction Solutions, Inc. -- http://www.auctionsolutionsinc.com-- is
an Omaha-based auction and realty company. The company was founded
in 1999 and is led by CEO and President Shayne Fili. Shayne Fili
and Mark Beacom are the principal auctioneers for the company,
which conducts 200+ live and online auctions each year. Auction
Solutions facilitates auctions of all types in a five-state region.
The company has conducted many area landmark auctions from Mister
C's Steak House and Rosenblatt Stadium to Brix Wine Bistro and many
others.
About Proxibid
Proxibid -- http://www.proxibid.com-- provides auction companies
and asset owners with access to the most trusted way to buy and
sell highly valued items online. More than $4 billion in inventory
passes through the Proxibid platform annually via live and timed
auctions, and Buy Now and Make Offer transactions, across 15
categories including: heavy equipment, industrial machinery, real
estate, fine art, antiques and collectibles, and more.
Founded in 2001, Proxibid is headquartered in Omaha, NE with
offices in South Sioux City, NE and London.
VANITY SHOP: Has Until Sept. 27 to File Ch. 11 Liquidation Plan
---------------------------------------------------------------
Judge Shon Hastings of the U.S. Bankruptcy Court for the District
of North Dakota extended Vanity Shop of Grand Forks, Inc.'s
exclusive period in which to file a plan of reorganization to
September 27, 2017, and exclusive period in which to solicit
acceptance of a plan to November 27, 2017.
As previously reported by The Troubled Company Reporter, the Debtor
said it needs additional time to negotiate a resolution of TGC,
LP's claim because it will have a significant impact on the
treatment of the unsecured creditors and voting for a liquidation
plan.
The Debtor related that it has successfully conducted store closing
sales at all of its retail locations over the course of a month and
a half and generated $15.7 million in gross sales. The Debtor has
paid its secured lender in full together with substantially all of
the costs, expenses and tax obligations generated during the store
closing sales and had approximately $7.7 million in cash as of the
filing of the April 2017 monthly operating report. Currently, the
Debtor has cash of approximately $7.4 million.
The Debtor said it is contemplating a plan that would have an
initial interim distribution for undisputed claims and reserving a
sufficient pool of funds to allow for a final "true-up"
distribution after claim objections have been resolved.
The Debtor also anticipates that secured creditor TGC, LP will file
a proof of claim in excess of $5 million, which claim will be
critical for voting purposes on a plan of liquidation. Likewise,
the Unsecured Creditors' Committee has indicated its intention to
pursue subordination and/or a finding that the debt owed by the
Debtor to TGC, LP is invalid and unenforceable.
About Vanity Shop of Grand Forks
Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc.
filed a Chapter 11 petition (Bankr. D. N.Dak. Case No. 17-30112)
on
March 1, 2017. The petition was signed by James Bennett, chairman
of the Board of Directors. In its petition, the Debtor estimated
assets of less than $100,000 and liabilities of $10 million to $50
million.
Judge Shon Hastings presides over the case. Caren Stanley, Esq.,
at Vogel Law Firm, serves as the Debtor's bankruptcy counsel. The
Debtor hired Eide Bailly, LLP as auditor; Bell Bank as trustee for
the ERISA Plan; and Jill Motschenbacher as accountant.
On March 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired Fox
Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as
financial advisor, and Brady Martz & Associates PC, as accountant.
VENEER PRODUCTS: Auction of Equipment by Ex-Factor Approved
-----------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized Veneer Products Ltd., Rimi
Woodcraft Corp., and Rimi Corporate Facilities Refurbishing Ltd. to
sell their equipment to the successful bidder(s) at the auction
pursuant to the auction procedures to be conducted by Ex-Factory
Inc., doing business as Ex-Factory Auctions. A hearing on the
Motion was held on July 21, 2017.
The sale(s) will be free and clear of Liens and Claims, with all
Liens and Claims to attach to the sale proceeds.
All the proceeds of the Auction sale be segregated by the
Auctioneer and promptly delivered to Rattet PLLC, as attorney for
Debtors, to be held in escrow subject to further order of the
Court.
The Auctioneer will, within three business days following the
consummation of the sale of any of the Equipment, provide the IRS
and MVRC, Inc. with an accounting of the proceeds of sale and will
otherwise comply with the reporting requirements of Local
Bankruptcy Rule 6004‐1.
Any Auction sale of the Equipment in compliance with the Order will
not require any further Court approval.
The Debtors will not abandon any Assets subject to IRS liens and
MVRC security interests without the prior written consent of IRS
and MVRC.
A copy of the list of Equipment to be sold attached to the Motion
is available for free at:
http://bankrupt.com/misc/Veneer_Products_31_Sales.pdf
About Veneer Products
Veneer Products, Inc., sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 13-33893) on Sept. 27, 2013. The petition was
signed
by Carole Taylor, president.
The Debtor estimated assets in the range of $100,001 to $500,000
and $500,001 to $1 million in debt.
The Debtor tapped James R Felton, Esq., as counsel.
WALTER INVESTMENT: Bank Debt Trades at 10% Off
----------------------------------------------
Participations in a syndicated loan under Walter Investment
Management Corp is a borrower traded in the secondary market at
90.25 cents-on-the-dollar during the week ended Friday, July 14,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.15 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 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 July 14.
WJA ASSET: Luxury's HOA Agreement with Fairbanks Approved
---------------------------------------------------------
Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California authorized Luxury Asset Purchasing
International, LLC, and its affiliates to enter into (i) a HOA
Agreement with the Fairbanks Montecito Homeowners Association
(HOA); and (ii) the Occupancy Agreement with the caretakers of the
9.42 acres of real property located at 5827 Winland Hills Drive and
San Dieguito Road in San Diego, California.
5827 Winland Hills Drive Development Fund, LLC, TD REO Fund, LLC,
and CA Real Estate Opportunity Fund III, LLC ("CA RE III") are
authorized to pay the homeowners' association $10,000 for its legal
fees and $25,000 as a deposit upon entry of the Order in amounts
based on their respective ownership interests in Luxury.
5827 Winland, CA RE III, and TD REO are authorized to pay the
balance due under the HOA Agreement as and if required by the HOA
Agreement in the manner set forth in the Motion.
The terms of the Occupancy Agreement, as that term is defined in
the Motion, are approved and Luxury is authorized to sign the
Occupancy Agreement.
About WJA Asset Management
Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals. Many of the existing
Funds are performing and some Funds had substantial gains.
However, certain Funds, i.e., those invested in private trust
deeds
secured by real estate, suffered losses.
William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor. Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al. William Jordan was the president and sole owner of Advisor
and
was the sole member and manager of Manager.
On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under chapter 11 of the United States Bankruptcy Code.
On May 25, 2017, four other affiliated filed voluntary petitions
under chapter 11. On June 6, CA Real Estate Opportunity Fund III
filed its chapter 11 petition. The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and
the
Debtors continue to operate their businesses and manage their
affairs as DIP.
These cases were commenced to liquidate the Debtors' holdings and
close out the Funds in an orderly fashion to maximize the return
for creditors and investors and to distribute the proceeds in a
manner consistent with the Bankruptcy Code's priority scheme.
Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no
longer
has any ongoing role in the Debtors' operations.
At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the cases.
Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.
[*] Business Bankruptcy Levels in Canada Up by 39% Since Q1 2013
----------------------------------------------------------------
Equifax Canada(R) on July 20 announced an investment in its
Commercial Solutions business, helping Canadian business owners
gain insights into their industry's financial health and identify
opportunities to grow their market share.
"Better performance year after year is the goal of every company
and the fastest way to get there is through a better understanding
of existing customers and prospects," said George Staikos, Director
of Commercial Markets, Equifax Canada. "Equifax is second to none
in terms of data collection and now with our expanded commercial
consulting team we can offer deeper insights into a variety of data
points to drive business success."
COMMERCIAL MARKETS INSIGHTS
A recent Equifax Canada analysis of commercial credit trends
revealed:
-- Trade balances have increased by 31 per cent since Q4 2015,
which means that businesses are conducting more transactions with
each other at increased values
-- Business-to-business trade delinquency decreased by 4 per
cent since Q3 2014
-- Business bankruptcy levels have increased by 39 per cent
since Q1 2013, meaning that when businesses are severely delinquent
(90 days past terms), they have a higher likelihood of never
recovering
-- Business bankruptcy rates are noticeably higher in Quebec
compared to the rest of the country, so extra due diligence is
prudent when making higher risk credit decisions in this province
-- The number of legal notices has increased by 30 per cent
since Q1 2014, which means that Canadian businesses may incur
greater legal fees, potentially impacting their bottom line
SLICING UP THE DATA
Using the country's largest commercial credit database with 3.7
million records covering numerous industry sectors, negative
occurrence and delinquency data from 60+ collection agencies, and
enhanced accounts receivable information from 41 different
industries, Canada's largest financial institutions and thousands
of small and medium-sized businesses rely on Equifax's data and
insights every day to help find, onboard and manage their clients
through the entire credit lifecycle, helping Canadian businesses
succeed in this economy.
Specifically, Equifax Canada's suite of services helps businesses
grow revenue, increase efficiency and protect profit through the
entire credit lifecycle:
-- Client acquisition
-- Risk modeling and scorecard
-- Adjudication
-- Fraud management
-- Account portfolio management
-- Debt recovery
"Our aim is to help our B2B clients gain the greatest value from
our enhanced commercial data and products," said Mr. Staikos.
"While our clients are focused on the day-to-day requirements of
running their business, our commercial team is focused on
analytics, risk management, automation, account management and
collections solutions."
About Equifax(R)
Headquartered in Atlanta, Ga., Equifax -- http://www.equifax.com/
-- operates or has investments in 24 countries in North America,
Central and South America, Europe and the Asia Pacific region. It
is a member of Standard & Poor's (S&P) 500(R) Index, and its common
stock is traded on the New York Stock Exchange (NYSE) under the
symbol EFX. Equifax employs approximately 9,500 employees
worldwide.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ALSWF US 93.1 (50.1) (33.4)
ABSOLUTE SOFTWRE OU1 GR 93.1 (50.1) (33.4)
ABSOLUTE SOFTWRE ABT CN 93.1 (50.1) (33.4)
ABSOLUTE SOFTWRE ABT2EUR EU 93.1 (50.1) (33.4)
ADOMANI INC ADOM US 3.2 (2.9) (3.6)
ADOMANI INC A9T GR 3.2 (2.9) (3.6)
ADOMANI INC ADOMEUR EU 3.2 (2.9) (3.6)
AKCEA THERAPEUTI AKCA US 133.0 (74.9) 51.9
AKCEA THERAPEUTI 1KA GR 133.0 (74.9) 51.9
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
APPIAN CORP APPN US 96.5 (11.8) 12.9
APPIAN CORP 910 GR 96.5 (11.8) 12.9
APPIAN CORP 910 QT 96.5 (11.8) 12.9
ASPEN TECHNOLOGY AZPN US 244.0 (249.5) (280.2)
ASPEN TECHNOLOGY AST GR 244.0 (249.5) (280.2)
ASPEN TECHNOLOGY AST TH 244.0 (249.5) (280.2)
ASPEN TECHNOLOGY AZPNEUR EU 244.0 (249.5) (280.2)
ATHENEX INC ATNX US 100.5 (3.6) 3.9
ATHENEX INC 2MT GR 100.5 (3.6) 3.9
ATHENEX INC ATNXEUR EU 100.5 (3.6) 3.9
AUTOZONE INC AZO US 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZ5 TH 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZ5 GR 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZOEUR EU 9,028.3 (1,714.2) (286.3)
AUTOZONE INC AZ5 QT 9,028.3 (1,714.2) (286.3)
AVID TECHNOLOGY AVID US 250.4 (268.9) (81.7)
AVID TECHNOLOGY AVD GR 250.4 (268.9) (81.7)
AXIM BIOTECHNOLO AXIM US 0.8 (2.9) (2.1)
BENEFITFOCUS INC BNFT US 172.0 (34.2) 18.2
BENEFITFOCUS INC BTF GR 172.0 (34.2) 18.2
BLUE BIRD CORP BLBD US 309.3 (82.2) 8.9
BOMBARDIER INC-B BBDBN MM 23,112.0 (3,555.0) 1,258.0
BOMBARDIER-B OLD BBDYB BB 23,112.0 (3,555.0) 1,258.0
BOMBARDIER-B W/I BBD/W CN 23,112.0 (3,555.0) 1,258.0
BONANZA CREEK EN BCEI US 1,135.2 (73.8) (160.1)
BONANZA CREEK EN B2CN QT 1,135.2 (73.8) (160.1)
BONANZA CREEK EN BCEI1EUR EU 1,135.2 (73.8) (160.1)
BONANZA CREEK EN B2CN GR 1,135.2 (73.8) (160.1)
BRINKER INTL EAT US 1,403.1 (498.7) (289.1)
BRINKER INTL BKJ GR 1,403.1 (498.7) (289.1)
BRINKER INTL EAT2EUR EU 1,403.1 (498.7) (289.1)
BROOKFIELD REAL BRE CN 99.6 (33.1) 1.6
BUFFALO COAL COR BUC SJ 51.5 (21.4) (19.6)
BURLINGTON STORE BURL US 2,558.9 (40.9) (32.6)
BURLINGTON STORE BUI GR 2,558.9 (40.9) (32.6)
BURLINGTON STORE BURL* MM 2,558.9 (40.9) (32.6)
CADIZ INC CDZI US 62.0 (57.7) 7.1
CADIZ INC 2ZC GR 62.0 (57.7) 7.1
CAESARS ENTERTAI CZR US 14,812.0 (1,926.0) (3,266.0)
CAESARS ENTERTAI C08 GR 14,812.0 (1,926.0) (3,266.0)
CAESARS ENTERTAI CZREUR EU 14,812.0 (1,926.0) (3,266.0)
CALIFORNIA RESOU CRC US 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU 1CLB GR 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU CRCEUR EU 6,237.0 (447.0) (279.0)
CALIFORNIA RESOU 1CL TH 6,237.0 (447.0) (279.0)
CAMBIUM LEARNING ABCD US 124.3 (58.5) (69.7)
CAMPING WORLD-A CWH US 1,811.9 (2.9) 332.2
CAMPING WORLD-A C83 GR 1,811.9 (2.9) 332.2
CAMPING WORLD-A CWHEUR EU 1,811.9 (2.9) 332.2
CASELLA WASTE WA3 GR 621.2 (23.2) 3.3
CASELLA WASTE CWST US 621.2 (23.2) 3.3
CASELLA WASTE WA3 TH 621.2 (23.2) 3.3
CASELLA WASTE CWSTEUR EU 621.2 (23.2) 3.3
CEDAR FAIR LP FUN US 1,958.3 (47.6) (105.4)
CEDAR FAIR LP 7CF GR 1,958.3 (47.6) (105.4)
CHESAPEAKE ENERG CHK US 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CS1 GR 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CS1 TH 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CHK* MM 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CS1 QT 11,699.0 (1,203.0) (1,428.0)
CHESAPEAKE ENERG CHKEUR EU 11,699.0 (1,203.0) (1,428.0)
CHOICE HOTELS CZH GR 904.1 (292.5) 68.8
CHOICE HOTELS CHH US 904.1 (292.5) 68.8
CINCINNATI BELL CBB US 1,474.0 (127.4) 9.3
CINCINNATI BELL CIB1 GR 1,474.0 (127.4) 9.3
CINCINNATI BELL CBBEUR EU 1,474.0 (127.4) 9.3
CLEAR CHANNEL-A C7C GR 5,386.4 (1,234.5) 339.9
CLEAR CHANNEL-A CCO US 5,386.4 (1,234.5) 339.9
CLIFFS NATURAL R CVA GR 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CVA TH 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CLF US 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CLF* MM 1,925.7 (703.0) 503.9
CLIFFS NATURAL R CLF2EUR EU 1,925.7 (703.0) 503.9
COGENT COMMUNICA CCOI US 732.7 (63.6) 248.6
COGENT COMMUNICA OGM1 GR 732.7 (63.6) 248.6
CPI CARD GROUP I PMTS US 261.8 (101.9) 52.1
CPI CARD GROUP I PMTS CN 261.8 (101.9) 52.1
DELEK LOGISTICS DKL US 413.6 (19.0) 8.6
DELEK LOGISTICS D6L GR 413.6 (19.0) 8.6
DENNY'S CORP DE8 GR 308.2 (64.7) (45.5)
DENNY'S CORP DENN US 308.2 (64.7) (45.5)
DOMINO'S PIZZA EZV TH 742.5 (1,853.7) 159.2
DOMINO'S PIZZA EZV GR 742.5 (1,853.7) 159.2
DOMINO'S PIZZA DPZ US 742.5 (1,853.7) 159.2
DOMINO'S PIZZA EZV QT 742.5 (1,853.7) 159.2
DUN & BRADSTREET DB5 GR 2,279.3 (979.5) (139.6)
DUN & BRADSTREET DB5 TH 2,279.3 (979.5) (139.6)
DUN & BRADSTREET DNB US 2,279.3 (979.5) (139.6)
DUN & BRADSTREET DNB1EUR EU 2,279.3 (979.5) (139.6)
DUNKIN' BRANDS G 2DB GR 3,196.1 (119.0) 218.1
DUNKIN' BRANDS G DNKN US 3,196.1 (119.0) 218.1
DUNKIN' BRANDS G 2DB TH 3,196.1 (119.0) 218.1
DUNKIN' BRANDS G DNKNEUR EU 3,196.1 (119.0) 218.1
EIGHT DRAGONS CO EDRG US - (0.0) (0.0)
ERIN ENERGY CORP ERN SJ 287.4 (250.8) (277.5)
EVERI HOLDINGS I EVRI US 1,320.5 (109.6) 4.1
EVERI HOLDINGS I G2C TH 1,320.5 (109.6) 4.1
EVERI HOLDINGS I G2C GR 1,320.5 (109.6) 4.1
EVERI HOLDINGS I EVRIEUR EU 1,320.5 (109.6) 4.1
FERRELLGAS-LP FEG GR 1,679.3 (703.5) (26.2)
FERRELLGAS-LP FGP US 1,679.3 (703.5) (26.2)
FIFTH STREET ASS FSAM US 191.2 (1.7) -
FIFTH STREET ASS 7FS TH 191.2 (1.7) -
GAMCO INVESTO-A GBL US 182.5 (148.1) -
GCP APPLIED TECH GCP US 1,077.7 (137.7) 259.3
GCP APPLIED TECH 43G GR 1,077.7 (137.7) 259.3
GCP APPLIED TECH GCPEUR EU 1,077.7 (137.7) 259.3
GNC HOLDINGS INC IGN GR 2,062.6 (69.2) 490.1
GNC HOLDINGS INC GNC US 2,062.6 (69.2) 490.1
GNC HOLDINGS INC IGN TH 2,062.6 (69.2) 490.1
GNC HOLDINGS INC GNC1EUR EU 2,062.6 (69.2) 490.1
GOGO INC GOGO US 1,270.1 (76.6) 348.7
GOGO INC G0G GR 1,270.1 (76.6) 348.7
GOLD RESERVE INC GDRZF US 47.1 (1.2) 34.4
GOLD RESERVE INC GRZ CN 47.1 (1.2) 34.4
GOLD RESERVE INC GOD GR 47.1 (1.2) 34.4
GREEN PLAINS PAR GPP US 93.3 (63.1) 4.3
GREEN PLAINS PAR 8GP GR 93.3 (63.1) 4.3
H&R BLOCK INC HRB US 2,694.1 (60.9) 406.8
H&R BLOCK INC HRB GR 2,694.1 (60.9) 406.8
H&R BLOCK INC HRB TH 2,694.1 (60.9) 406.8
H&R BLOCK INC HRB QT 2,694.1 (60.9) 406.8
H&R BLOCK INC HRBEUR EU 2,694.1 (60.9) 406.8
HALOZYME THERAPE HALO US 226.8 (58.5) 160.6
HALOZYME THERAPE RV7 GR 226.8 (58.5) 160.6
HALOZYME THERAPE HALOEUR EU 226.8 (58.5) 160.6
HALOZYME THERAPE RV7 QT 226.8 (58.5) 160.6
HAMILTON LANE-A HLNE US 207.1 (103.6) -
HAMILTON LANE-A HLNEEUR EU 207.1 (103.6) -
HCA HEALTHCARE I 2BH GR 33,795.0 (5,357.0) 3,574.0
HCA HEALTHCARE I HCA US 33,795.0 (5,357.0) 3,574.0
HCA HEALTHCARE I 2BH TH 33,795.0 (5,357.0) 3,574.0
HCA HEALTHCARE I HCAEUR EU 33,795.0 (5,357.0) 3,574.0
HORTONWORKS INC HDP US 220.6 (15.5) (16.7)
HORTONWORKS INC 14K GR 220.6 (15.5) (16.7)
HORTONWORKS INC 14K QT 220.6 (15.5) (16.7)
HORTONWORKS INC HDPEUR EU 220.6 (15.5) (16.7)
HOVNANIAN-A-WI HOV-W US 2,133.6 (133.9) 1,392.3
HP COMPANY-BDR HPQB34 BZ 28,686.0 (3,955.0) (302.0)
HP INC HPQ* MM 28,686.0 (3,955.0) (302.0)
HP INC HPQ US 28,686.0 (3,955.0) (302.0)
HP INC 7HP TH 28,686.0 (3,955.0) (302.0)
HP INC 7HP GR 28,686.0 (3,955.0) (302.0)
HP INC HPQ TE 28,686.0 (3,955.0) (302.0)
HP INC HPQ SW 28,686.0 (3,955.0) (302.0)
HP INC HPQ CI 28,686.0 (3,955.0) (302.0)
HP INC HWP QT 28,686.0 (3,955.0) (302.0)
HP INC HPQCHF EU 28,686.0 (3,955.0) (302.0)
HP INC HPQUSD EU 28,686.0 (3,955.0) (302.0)
HP INC HPQUSD SW 28,686.0 (3,955.0) (302.0)
HP INC HPQEUR EU 28,686.0 (3,955.0) (302.0)
IDEXX LABS IDXX US 1,572.1 (73.9) (57.5)
IDEXX LABS IX1 GR 1,572.1 (73.9) (57.5)
IDEXX LABS IX1 TH 1,572.1 (73.9) (57.5)
IDEXX LABS IX1 QT 1,572.1 (73.9) (57.5)
IDEXX LABS IDXX AV 1,572.1 (73.9) (57.5)
IMMUNOGEN INC IMU GR 163.3 (167.5) 101.8
IMMUNOGEN INC IMGN US 163.3 (167.5) 101.8
IMMUNOGEN INC IMU TH 163.3 (167.5) 101.8
IMMUNOGEN INC IMU QT 163.3 (167.5) 101.8
IMMUNOGEN INC IMGNEUR EU 163.3 (167.5) 101.8
IMMUNOMEDICS INC IMMU US 52.7 (131.9) (36.5)
IMMUNOMEDICS INC IM3 GR 52.7 (131.9) (36.5)
IMMUNOMEDICS INC IM3 TH 52.7 (131.9) (36.5)
IMMUNOMEDICS INC IM3 QT 52.7 (131.9) (36.5)
INNOVIVA INC INVA US 391.9 (334.2) 193.9
INNOVIVA INC HVE GR 391.9 (334.2) 193.9
INNOVIVA INC INVAEUR EU 391.9 (334.2) 193.9
INTERNATIONAL WI ITWG US 326.6 (14.3) 101.6
JACK IN THE BOX JBX GR 1,230.9 (469.4) (126.4)
JACK IN THE BOX JACK US 1,230.9 (469.4) (126.4)
JACK IN THE BOX JACK1EUR EU 1,230.9 (469.4) (126.4)
JACK IN THE BOX JBX QT 1,230.9 (469.4) (126.4)
JAMIESON WELLNES JWEL CN 504.7 (172.9) (172.9)
JAMIESON WELLNES 2JW GR 504.7 (172.9) (172.9)
JAMIESON WELLNES JWELEUR EU 504.7 (172.9) (172.9)
JUST ENERGY GROU JE US 1,238.0 (149.3) 109.1
JUST ENERGY GROU 1JE GR 1,238.0 (149.3) 109.1
JUST ENERGY GROU JE CN 1,238.0 (149.3) 109.1
KENNADY DIAMONDS KDI CN 4.5 (1.4) (3.7)
KERYX BIOPHARM KYX GR 127.7 (22.5) 97.2
KERYX BIOPHARM KERX US 127.7 (22.5) 97.2
KERYX BIOPHARM KYX TH 127.7 (22.5) 97.2
KERYX BIOPHARM KERXEUR EU 127.7 (22.5) 97.2
L BRANDS INC LTD GR 7,882.0 (835.0) 1,321.0
L BRANDS INC LTD TH 7,882.0 (835.0) 1,321.0
L BRANDS INC LB US 7,882.0 (835.0) 1,321.0
L BRANDS INC LBEUR EU 7,882.0 (835.0) 1,321.0
L BRANDS INC LB* MM 7,882.0 (835.0) 1,321.0
L BRANDS INC LTD QT 7,882.0 (835.0) 1,321.0
LAMB WESTON LW US 2,432.2 (650.9) 336.9
LAMB WESTON 0L5 GR 2,432.2 (650.9) 336.9
LAMB WESTON LW-WEUR EU 2,432.2 (650.9) 336.9
LAMB WESTON 0L5 TH 2,432.2 (650.9) 336.9
LANTHEUS HOLDING LNTH US 249.6 (101.2) 67.6
LANTHEUS HOLDING 0L8 GR 249.6 (101.2) 67.6
LENNOX INTL INC LXI GR 1,950.6 (1.0) 148.9
LENNOX INTL INC LII US 1,950.6 (1.0) 148.9
LENNOX INTL INC LII1EUR EU 1,950.6 (1.0) 148.9
MADISON-A/NEW-WI MSGN-W US 864.4 (987.0) 195.4
MANNKIND CORP MNKD IT 85.2 (198.7) (37.0)
MASCO CORP MAS US 5,139.0 (59.0) 1,534.0
MASCO CORP MSQ GR 5,139.0 (59.0) 1,534.0
MASCO CORP MSQ TH 5,139.0 (59.0) 1,534.0
MASCO CORP MAS* MM 5,139.0 (59.0) 1,534.0
MASCO CORP MAS1EUR EU 5,139.0 (59.0) 1,534.0
MCDONALDS - BDR MCDC34 BZ 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MDO TH 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD TE 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MDO GR 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD* MM 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD US 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD SW 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD CI 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MDO QT 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDCHF EU 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDUSD EU 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDUSD SW 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCDEUR EU 32,120.3 (2,030.8) 2,686.5
MCDONALDS CORP MCD AV 32,120.3 (2,030.8) 2,686.5
MCDONALDS-CEDEAR MCD AR 32,120.3 (2,030.8) 2,686.5
MDC COMM-W/I MDZ/W CN 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MDZ/A CN 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MDCA US 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MD7A GR 1,626.7 (356.8) (280.0)
MDC PARTNERS-A MDCAEUR EU 1,626.7 (356.8) (280.0)
MDC PARTNERS-EXC MDZ/N CN 1,626.7 (356.8) (280.0)
MEDLEY MANAGE-A MDLY US 138.5 (14.5) 57.0
MERITOR INC AID1 GR 2,536.0 (125.0) 55.0
MERITOR INC MTOR US 2,536.0 (125.0) 55.0
MERITOR INC MTOREUR EU 2,536.0 (125.0) 55.0
MICHAELS COS INC MIK US 2,009.8 (1,721.9) 502.5
MICHAELS COS INC MIM GR 2,009.8 (1,721.9) 502.5
MIRAGEN THERAPEU MGEN US 57.8 48.0 49.7
MIRAGEN THERAPEU 1S1 GR 57.8 48.0 49.7
MIRAGEN THERAPEU SGNLEUR EU 57.8 48.0 49.7
MONEYGRAM INTERN MGI US 4,437.5 (199.3) (23.5)
MONEYGRAM INTERN 9M1N GR 4,437.5 (199.3) (23.5)
MONEYGRAM INTERN 9M1N TH 4,437.5 (199.3) (23.5)
MONEYGRAM INTERN MGIEUR EU 4,437.5 (199.3) (23.5)
MOODY'S CORP DUT GR 6,536.3 (467.5) 3,321.9
MOODY'S CORP MCO US 6,536.3 (467.5) 3,321.9
MOODY'S CORP DUT TH 6,536.3 (467.5) 3,321.9
MOODY'S CORP MCOEUR EU 6,536.3 (467.5) 3,321.9
MOODY'S CORP DUT QT 6,536.3 (467.5) 3,321.9
MOODY'S CORP MCO* MM 6,536.3 (467.5) 3,321.9
MOTOROLA SOLUTIO MTLA GR 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MTLA TH 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MSI US 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MOT TE 8,140.0 (1,037.0) 688.0
MOTOROLA SOLUTIO MSI1EUR EU 8,140.0 (1,037.0) 688.0
MSG NETWORKS- A MSGN US 864.4 (987.0) 195.4
MSG NETWORKS- A 1M4 GR 864.4 (987.0) 195.4
MSG NETWORKS- A 1M4 TH 864.4 (987.0) 195.4
MSG NETWORKS- A MSGNEUR EU 864.4 (987.0) 195.4
NANOSTRING TECHN NSTG US 106.5 (3.1) 59.9
NANOSTRING TECHN 0F1 GR 106.5 (3.1) 59.9
NANOSTRING TECHN NSTGEUR EU 106.5 (3.1) 59.9
NATHANS FAMOUS NATH US 78.1 (66.5) 56.8
NATHANS FAMOUS NFA GR 78.1 (66.5) 56.8
NATIONAL CINEMED XWM GR 1,151.9 (54.1) 92.9
NATIONAL CINEMED NCMI US 1,151.9 (54.1) 92.9
NATIONAL CINEMED NCMIEUR EU 1,151.9 (54.1) 92.9
NAVISTAR INTL IHR GR 5,952.0 (5,127.0) 825.0
NAVISTAR INTL NAV US 5,952.0 (5,127.0) 825.0
NAVISTAR INTL IHR TH 5,952.0 (5,127.0) 825.0
NAVISTAR INTL IHR QT 5,952.0 (5,127.0) 825.0
NEFF CORP-CL A NEFF US 652.7 (124.7) 1.3
NEFF CORP-CL A NFO GR 652.7 (124.7) 1.3
NEW ENG RLTY-LP NEN US 190.0 (33.5) -
NYMOX PHARMACEUT NYMX US 1.7 (1.2) (0.2)
NYMOX PHARMACEUT NYM GR 1.7 (1.2) (0.2)
OCEAN THERMAL EN CPWR US 0.0 (1.6) (1.6)
OMEROS CORP 3O8 GR 58.4 (48.1) 34.4
OMEROS CORP OMER US 58.4 (48.1) 34.4
OMEROS CORP 3O8 TH 58.4 (48.1) 34.4
OMEROS CORP OMEREUR EU 58.4 (48.1) 34.4
PENN NATL GAMING PN1 GR 4,947.0 (540.7) (50.0)
PENN NATL GAMING PENN US 4,947.0 (540.7) (50.0)
PHILIP MORRIS IN PM1EUR EU 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PMI SW 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM1 TE 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN 4I1 TH 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM1CHF EU 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN 4I1 GR 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM US 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PM FP 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PMI1 IX 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN PMI EB 38,660.0 (10,277.0) 1,189.0
PHILIP MORRIS IN 4I1 QT 38,660.0 (10,277.0) 1,189.0
PINNACLE ENTERTA PNK US 4,003.8 (351.8) (82.3)
PINNACLE ENTERTA 65P GR 4,003.8 (351.8) (82.3)
PITNEY BOWES INC PBW GR 5,747.2 (46.3) (215.3)
PITNEY BOWES INC PBI US 5,747.2 (46.3) (215.3)
PITNEY BOWES INC PBW TH 5,747.2 (46.3) (215.3)
PITNEY BOWES INC PBIEUR EU 5,747.2 (46.3) (215.3)
PLANET FITNESS-A PLNT US 1,156.4 (188.0) 28.1
PLANET FITNESS-A 3PL TH 1,156.4 (188.0) 28.1
PLANET FITNESS-A 3PL GR 1,156.4 (188.0) 28.1
PLANET FITNESS-A 3PL QT 1,156.4 (188.0) 28.1
PLANET FITNESS-A PLNT1EUR EU 1,156.4 (188.0) 28.1
PRECIPIO INC TGKN GR 1.2 (20.6) (20.6)
PRECIPIO INC TBIOEUR EU 1.2 (20.6) (20.6)
PROS HOLDINGS IN PH2 GR 210.7 (19.9) 63.0
PROS HOLDINGS IN PRO US 210.7 (19.9) 63.0
QUANTUM CORP QNT2 GR 225.0 (116.0) (42.0)
QUANTUM CORP QNT1 TH 225.0 (116.0) (42.0)
QUANTUM CORP QTM US 225.0 (116.0) (42.0)
QUANTUM CORP QTM1EUR EU 225.0 (116.0) (42.0)
QUANTUM CORP QNT1 QT 225.0 (116.0) (42.0)
REATA PHARMACE-A RETA US 88.2 (220.3) 34.5
REATA PHARMACE-A 2R3 GR 88.2 (220.3) 34.5
REATA PHARMACE-A RETAEUR EU 88.2 (220.3) 34.5
REGAL ENTERTAI-A RGC US 2,686.1 (826.1) (7.6)
REGAL ENTERTAI-A RETA GR 2,686.1 (826.1) (7.6)
REGAL ENTERTAI-A RGC* MM 2,686.1 (826.1) (7.6)
RESOLUTE ENERGY R21 GR 489.6 (75.9) (69.6)
RESOLUTE ENERGY REN US 489.6 (75.9) (69.6)
RESOLUTE ENERGY RENEUR EU 489.6 (75.9) (69.6)
REVLON INC-A REV US 2,999.0 (642.0) 343.1
REVLON INC-A RVL1 GR 2,999.0 (642.0) 343.1
REVLON INC-A RVL1 TH 2,999.0 (642.0) 343.1
REVLON INC-A REVEUR EU 2,999.0 (642.0) 343.1
ROSETTA STONE IN RST US 185.9 (1.0) (58.1)
ROSETTA STONE IN RS8 GR 185.9 (1.0) (58.1)
ROSETTA STONE IN RS8 TH 185.9 (1.0) (58.1)
ROSETTA STONE IN RST1EUR EU 185.9 (1.0) (58.1)
RR DONNELLEY & S DLLN GR 3,907.3 (174.1) 725.7
RR DONNELLEY & S RRD US 3,907.3 (174.1) 725.7
RR DONNELLEY & S DLLN TH 3,907.3 (174.1) 725.7
RR DONNELLEY & S RRDEUR EU 3,907.3 (174.1) 725.7
RYERSON HOLDING RYI US 1,738.9 (32.7) 676.2
RYERSON HOLDING 7RY GR 1,738.9 (32.7) 676.2
RYERSON HOLDING 7RY TH 1,738.9 (32.7) 676.2
SAFETY INCOME AN SAFE US 155.8 (65.5) -
SALLY BEAUTY HOL SBH US 2,070.8 (320.6) 657.6
SALLY BEAUTY HOL S7V GR 2,070.8 (320.6) 657.6
SANCHEZ ENERGY C SN US 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C SN* MM 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C 13S GR 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C 13S TH 2,078.6 (77.6) 29.0
SANCHEZ ENERGY C SNEUR EU 2,078.6 (77.6) 29.0
SBA COMM CORP 4SB GR 7,297.4 (1,916.5) 72.7
SBA COMM CORP SBAC US 7,297.4 (1,916.5) 72.7
SBA COMM CORP SBJ TH 7,297.4 (1,916.5) 72.7
SBA COMM CORP SBACEUR EU 7,297.4 (1,916.5) 72.7
SCIENTIFIC GAM-A TJW GR 7,073.2 (1,995.2) 434.7
SCIENTIFIC GAM-A SGMS US 7,073.2 (1,995.2) 434.7
SEARS HOLDINGS SEE GR 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SEE TH 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SHLD US 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SEE QT 9,071.0 (3,527.0) 127.0
SEARS HOLDINGS SHLDEUR EU 9,071.0 (3,527.0) 127.0
SHIFTPIXY INC PIXY US 1.5 (0.6) (1.0)
SIGA TECH INC SIGA US 160.8 (296.1) 52.6
SILVER SPRING NE SSNI US 449.6 (42.7) 0.7
SILVER SPRING NE 9SI GR 449.6 (42.7) 0.7
SILVER SPRING NE 9SI TH 449.6 (42.7) 0.7
SILVER SPRING NE SSNIEUR EU 449.6 (42.7) 0.7
SIRIUS XM CANADA XSR CN 307.0 (127.9) (152.0)
SIRIUS XM CANADA SIICF US 307.0 (127.9) (152.0)
SIRIUS XM HOLDIN SIRI US 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN RDO TH 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN RDO GR 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN RDO QT 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN SIRIEUR EU 7,931.8 (921.1) (1,901.0)
SIRIUS XM HOLDIN SIRI AV 7,931.8 (921.1) (1,901.0)
SONIC CORP SONC US 563.8 (173.1) 60.4
SONIC CORP SO4 GR 563.8 (173.1) 60.4
SONIC CORP SONCEUR EU 563.8 (173.1) 60.4
SOURCE ENERGY SE SHLE CN 236.6 (62.2) 18.2
SOURCE ENERGY SE S4O GR 236.6 (62.2) 18.2
SOURCE ENERGY SE SHLEEUR EU 236.6 (62.2) 18.2
SOURCE ENERGY SE SCEYF US 236.6 (62.2) 18.2
STRAIGHT PATH-B STRP US 20.9 (10.2) (7.4)
STRAIGHT PATH-B 5I0 GR 20.9 (10.2) (7.4)
SYNTEL INC SYNT US 434.1 (97.3) 122.8
SYNTEL INC SYE GR 434.1 (97.3) 122.8
SYNTEL INC SYE TH 434.1 (97.3) 122.8
SYNTEL INC SYE QT 434.1 (97.3) 122.8
SYNTEL INC SYNT1EUR EU 434.1 (97.3) 122.8
TAILORED BRANDS TLRD US 2,114.2 (113.6) 712.4
TAILORED BRANDS WRMA GR 2,114.2 (113.6) 712.4
TAUBMAN CENTERS TU8 GR 4,044.9 (75.4) -
TAUBMAN CENTERS TCO US 4,044.9 (75.4) -
TEMPUR SEALY INT TPD GR 2,680.3 (11.3) 90.1
TEMPUR SEALY INT TPX US 2,680.3 (11.3) 90.1
TINTRI INC TNTR US 97.1 (68.5) 21.6
TINTRI INC TI3 GR 97.1 (68.5) 21.6
TINTRI INC TNTREUR EU 97.1 (68.5) 21.6
TOCAGEN INC TOCA US 34.3 (1.5) 14.0
TOCAGEN INC 37T GR 34.3 (1.5) 14.0
TOCAGEN INC TOCAEUR EU 34.3 (1.5) 14.0
TRANSDIGM GROUP T7D GR 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDG US 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDG SW 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDGCHF EU 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP T7D QT 10,187.3 (2,038.8) 1,587.8
TRANSDIGM GROUP TDGEUR EU 10,187.3 (2,038.8) 1,587.8
ULTRA PETROLEUM UPL US 1,699.0 (3,016.7) 331.2
ULTRA PETROLEUM UPL1EUR EU 1,699.0 (3,016.7) 331.2
ULTRA PETROLEUM UPM1 GR 1,699.0 (3,016.7) 331.2
UNISYS CORP UISCHF EU 1,962.3 (1,626.7) 19.3
UNISYS CORP UISEUR EU 1,962.3 (1,626.7) 19.3
UNISYS CORP UIS US 1,962.3 (1,626.7) 19.3
UNISYS CORP UIS1 SW 1,962.3 (1,626.7) 19.3
UNISYS CORP USY1 TH 1,962.3 (1,626.7) 19.3
UNISYS CORP USY1 GR 1,962.3 (1,626.7) 19.3
UNITI GROUP INC UNIT US 3,280.7 (1,426.9) -
UNITI GROUP INC 8XC GR 3,280.7 (1,426.9) -
VALVOLINE INC VVV US 1,907.0 (218.0) 261.0
VALVOLINE INC 0V4 GR 1,907.0 (218.0) 261.0
VALVOLINE INC 0V4 TH 1,907.0 (218.0) 261.0
VALVOLINE INC VVVEUR EU 1,907.0 (218.0) 261.0
VECTOR GROUP LTD VGR GR 1,387.1 (264.3) 469.4
VECTOR GROUP LTD VGR US 1,387.1 (264.3) 469.4
VECTOR GROUP LTD VGR QT 1,387.1 (264.3) 469.4
VERISIGN INC VRS TH 2,315.5 (1,187.7) 317.8
VERISIGN INC VRS GR 2,315.5 (1,187.7) 317.8
VERISIGN INC VRSN US 2,315.5 (1,187.7) 317.8
VERISIGN INC VRSNEUR EU 2,315.5 (1,187.7) 317.8
VERITONE INC VERI US 26.3 (25.0) (26.8)
VERSUM MATER VSM US 1,120.0 (61.7) 388.9
VERSUM MATER 2V1 GR 1,120.0 (61.7) 388.9
VERSUM MATER VSMEUR EU 1,120.0 (61.7) 388.9
VERSUM MATER 2V1 TH 1,120.0 (61.7) 388.9
VIEWRAY INC VRAY US 90.8 (27.0) 34.6
VIEWRAY INC 6L9 GR 90.8 (27.0) 34.6
VIEWRAY INC VRAYEUR EU 90.8 (27.0) 34.6
WEIGHT WATCHERS WTW US 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WW6 GR 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WW6 TH 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WTWEUR EU 1,301.0 (1,185.2) (33.3)
WEIGHT WATCHERS WW6 QT 1,301.0 (1,185.2) (33.3)
WELBILT INC WBT US 1,837.1 (26.3) 94.8
WELBILT INC 6M6 GR 1,837.1 (26.3) 94.8
WELBILT INC MFS1EUR EU 1,837.1 (26.3) 94.8
WEST CORP WSTC US 3,456.0 (390.6) 243.4
WEST CORP WT2 GR 3,456.0 (390.6) 243.4
WIDEOPENWEST INC WOW US 2,661.6 (645.2) (33.7)
WIDEOPENWEST INC WU5 GR 2,661.6 (645.2) (33.7)
WIDEOPENWEST INC WOW1EUR EU 2,661.6 (645.2) (33.7)
WINGSTOP INC WING US 113.2 (67.3) (3.5)
WINGSTOP INC EWG GR 113.2 (67.3) (3.5)
WORKIVA INC WK US 139.8 (5.0) (2.5)
WORKIVA INC 0WKA GR 139.8 (5.0) (2.5)
WORKIVA INC WKEUR EU 139.8 (5.0) (2.5)
YRC WORLDWIDE IN YRCW US 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YEL1 GR 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YEL1 TH 1,727.9 (438.0) 243.7
YRC WORLDWIDE IN YRCWEUR EU 1,727.9 (438.0) 243.7
YUM! BRANDS INC YUM US 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC TGR GR 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC TGR TH 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMEUR EU 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMCHF EU 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUM SW 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMUSD SW 5,151.0 (5,812.0) (281.0)
YUM! BRANDS INC YUMUSD EU 5,151.0 (5,812.0) (281.0)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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
e-mail. Additional e-mail subscriptions for members of the same
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 ***