/raid1/www/Hosts/bankrupt/TCR_Public/170927.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, September 27, 2017, Vol. 21, No. 269
Headlines
1325 VIRGINIA: Hires Michelle Steele Accounting as Bookkeeper
21 CENTURY ONCOLOGY: Has $1.4M Release Deal with Sunshine State
21ST CENTURY ONCOLOGY: Deal Reached with Panel, Plan Hearing Moved
21ST CENTURY ONCOLOGY: Patients Still Receive High Quality of Care
47 HOPS: Taps Algeria & Company as Accountants
724 EAST DEVONSHIRE: Taps Allen Barnes as Legal Counsel
ACHAOGEN INC: Appoints New Member to Audit Committee
ACI CONCRETE: Seeks Permission to Use Equity Bank Cash Collateral
ACOSTA INC: Bank Debt Trades at 11% Off
ADEPTUS HEALTH: U.S. Trustee, Et Al., Oppose 3rd Amended Plan
ADINA ZAHARESCU: 9th Cir. Affirms Dismissal of Bankruptcy Case
AK STEEL: Offering $280 Million Senior Notes Due 2025
ALUMINUM EXTRUSIONS: Committee Taps Michael Best as Legal Counsel
ALUMINUM EXTRUSIONS: Committee Taps Milam Law as Local Counsel
ARABELLA PETROLEUM: Trustee Selling Back-In Working Interests
ARCONIC INC: Posts $534 Million Net Income in H1 2017
BEASLEY BROADCAST: S&P Affirms 'B+' CCR, Outlook Remains Stable
BEAZER HOMES: Fitch Rates $300MM Sr. Unsecured Notes 'B-/RR4'
BEAZER HOMES: S&P Rates New $300MM Senior Unsecured Notes 'B-'
BLACKSTONE CQP: S&P Assigns 'B' Rating on New $300MM Secured Notes
BLUE CHIP VENTURES: Voluntary Chapter 11 Case Summary
BLUFF CREEK: Hires Bond Botes' McNutt as Local Counsel
BLUFF CREEK: Taps Tazewell Shepard as Bankruptcy Counsel
BROWN MEDICAL: B. Wice, et al.'s Bid for Final Judgment Denied
CAESARS ENTERTAINMENT: Claims Compromise With Mississippi Approved
CENTURYLINK INC: Bank Debt Trades at 2% Off
CHARAH LLC: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
CHRIS CARLSON: Taps Foulston Siefkin as Litigation Counsel
CIBER INC: Files Liquidation Analysis
CLINE GRAIN: Sale of 1,431 Acres to US Agriculture for $9.7M Okayed
COOK INVESTMENTS: Court Denies to Stay Plan Confirmation Order
CRANBERRY GROWERS: Case Summary & 20 Largest Unsecured Creditors
DAKOTA PLAINS: Court Confirms Amended Liquidation Plan
DALE M. WILLIAMS: U.S. Trustee Unable to Appoint Committee
DON ROSE OIL: Trustee Taps Belden Blaine as Legal Counsel
DONALD TAYLOR: Bankruptcy Stay Applies to Sound Rivers Suit
DOUBLE EAGLE: Taps C. Scott Massey as Accountant
DUFF & PHELPS: S&P Affirms 'B' Corp Credit Rating, Outlook Stable
ECLIPSE RESOURCES: Credit Facility Borrowing Base Hiked to $225M
ECLIPSE RESOURCES: Reports $325M Utica Shale Drilling JV Pact
ECOARK HOLDINGS: Nepsis Capital Has 25% Equity Stake as of July 31
ENCOMPASS DIGITAL: S&P Alters Outlook to Neg. & Affirms 'B-' CCR
ENDLESS SALES: Prohibited From Further Use of Cash Collateral
ERIE STREET INVESTORS: Equity Panel Taps Greenberg as Counsel
EXCO RESOURCES: Registers 72.7M Common Shares for Resale
FACTORY SALES: $28K Sale of 2015 GMC Yukon XL to CEO Approved
FLY LEASING: Moody's Rates Proposed $300MM Sr. Unsecured Notes B1
FLY LEASING: S&P Rates New $300MM Senior Unsecured Notes 'BB-'
FLYGLO LLC: Empire Lien Filing Violated Bankruptcy Stay
FOUNDATION HEALTHCARE: Court Confirms 1st Amended Joint Plan
FRAC TECH: Bank Debt Trades at 10% Off
FRONTIER COMMUNICATIONS: Bank Debt Trades at 5% Off
GENERAL NUTRITION: Bank Debt Trades at 5% Off
GIGA-TRONICS INC: Enters Into Short-Term Forbearance with PFG
GRAFTECH INTERNATIONAL: Incurs $17.4 Million Net Loss in Q2
GRAND CANYON RANCH: Nov. 8 Hearing on Creditor Plan
GRAND DAKOTA: Chapter 11 Cases Transferred to North Dakota
GTT COMMUNICATIONS: Notes Add-On No Impact on Moody's B2 CFR
GTT COMMUNICATIONS: S&P Cuts CCR to 'B' on Increased Leverage
GUAM GOVERNMENT: Moody's Assigns Ba1 Issuer Rating; Outlook Stable
GULFMARK OFFSHORE: Files 1st Amendment on Secured Credit Agreement
HARD ROCK EXPLORATION: Hires Getty Law Group as Special Counsel
HARD ROCK EXPLORATION: Taps Hoyer Hoyer & Smith as Local Counsel
HARD ROCK EXPLORATION: Taps Simms Law as Local Special Counsel
HARRIS COUNTY HSA: S&P Rates Third-Lien Series 2004A-3 Bonds 'BB'
HOOPER HOLMES: Balthazor Will Remain CFO Until November
HOUSTON BLUEBONNET: Agreement Preserved Hammans' Oil Interest
HRG GROUP: S&P Places 'B' CCR & Debt Ratings On Watch Positive
INFORMATION SOLUTIONS: Plan Confirmation Hearing Set for Nov. 8
INTREPID POTASH: Incurs $5.93 Million Net Loss in Second Quarter
IRONCLAD PERFORMANCE: Committee Balks at Asset Bid Procedures
J. CREW: Bank Debt Trades at 43% Off
JAMBA INC: Receives Nasdaq Delisting Notice on Delayed Filings
JONAH ENERGY: Moody's Hikes Corp. Family Rating to B1
JONAH ENERGY: S&P Rates $500MM Senior Unsecured Notes 'BB-'
JOYFULL RIDE: Allowed to Continue Using Cash Collateral
KURT KUHLMAN: Crones Buying Brant Beach Property for $1M
KURT KUHLMAN: Hoffmiers Buying Berkshire Property for $165K
KURT KUHLMAN: REMLAP Buying Berkshire Property for $125K
LEO MOTORS: Invests $226,000 in Leo Kartrena
LIGNUS INC: Taps Kit J. Gardner as Legal Counsel
LINCOLN JAMES: Taps Turoci Firm as Legal Counsel
LYTLE TRUCKING: Unsecured Claimants to Recoup 5% Over Years
MARINA BIOTECH: Effects 1-for-10 Reverse Common Stock Split
MEDIAOCEAN LLC: Moody's Cuts 1st Lien Credit Facility Rating to B3
MKS INSTRUMENTS: S&P Raises CCR to BB+ on Improved Credit Metrics
MONTEZUMA MEXICAN: Unsecureds to Recoup 25% Over 6 Years
MORGUARD REAL: S&P Affirms Then Withdraws 'BB' Corp Credit Rating
NAMAL ENTERPRISES: TD Bank Entitled to $2.6MM Allowed Claim
NEIMAN MARCUS: Bank Debt Trades at 26% Off
NVA HOLDINGS: Moody's Affirms B3 Corporate Family Rating
OCEAN RIG: Completes Restructuring, Cayman Schemes Take Effect
OMNITATUS GROUP: Disclosures OK'd; Plan Hearing on Oct. 25
OPTIMA SPECIALTY: Files Exhibits to 3rd Amended Plan
PACKARD SQUARE: Hires Dragich Law Firm as Legal Counsel
PACKARD SQUARE: Hires Swistak & Levine as Special Counsel
PARADIGM ACQUISITION: Moody's Affirms B3 Corporate Family Rating
PARADIGM ACQUISITION: S&P Affirms 'B' CCR, Outlook Stable
PARADISE WINE: Taps Stichter Riedel Blain & Postler as Counsel
PARAMOUNT BUILDING: Taps Michael W. Carmel as Bankruptcy Counsel
PEOPLE'S COMMUNITY: Trustee's Sale of Odenton Property Approved
PERFORMANCE SPORTS: Pension Fund Objects to Disclosure Statement
PETSMART INC: Bank Debt Trades at 12% Off
PHOENIX OF TENNESSEE: Has Interim Authority to Use Cash Collateral
PILGRIM'S PRIDE: Moody's Rates $700MM Senior Unsecured Notes B1
PMA MEDICAL: E. Boyle Precluded From Pursuing Employment Claim
QUEST SOLUTION: Details Turnaround Plan to Improve Performance
QUOTIENT LIMITED: Reports Results From Ongoing MosaiQ Evaluation
R-BOC REPRESENTATIVES: Case Summary & 2 Unsecured Creditors
RAJYSAN INC: Committee Taps Marshack Hays as General Counsel
REBECCA & JESSICA: To Pay Progressive Credit $35,000 Over 5 Yrs.
RENX GROUP: Seeks Authorization to Use Cash Collateral
RING CONTAINER: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
ROBERT BLEZA: Sale of Munster Property to Nahnsen for $600K Okayed
ROCKY PINE: Rood Buying 2015 Ford Super Duty Truck for $39K
RUE21 INC: Completes Financial Restructuring Process
SAILING EMPORIUM: Order Approving Sale of Marina Property Vacated
SEARS CANADA: Anand Samuel Resigns from Board
SELFRIDGE PARTNERS: Taps Simon Resnik as Bankruptcy Counsel
SENIOR CARE GROUP: Taps Akerman as Special Healthcare Counsel
SEVEN GENERATIONS: Moody's Rates New US$700MM Unsec. Notes Ba3
SEVEN GENERATIONS: S&P Rates New US$700MM Sr. Unsec. Notes 'B+'
SHEA HOMES: Moody's Hikes Corporate Family Rating to B1
SOUTHEASTERN PLATEWORKS: Case Summary & 20 Top Unsecured Creditors
SRC ENERGY: S&P Raises CCR to B on Improved Financial Risk Profile
SUNRISE REAL: Hires RH CPA as New Auditors Replacing Kenne Ruan
TEKNI-PLEX INC: S&P Alters Outlook to Negative Amid Genstar Deal
TIME INC: Moody's Rates Proposed $300MM Senior Unsecured Notes B2
TRANS-LUX CORP: Obtains $1.5 Million Loan From Arnold Penner
TULARE LOCAL: Moody's Lowers GO Debt Rating to Ba2; Outlook Neg.
ULTRA PETROLEUM: Court Finds Jonah ORRIs Incorrectly Calculated
UNITED MOBILE: Italk's Sale of Lubbock Properties for $250K Okayed
UNITED MOBILE: Sale of Nominal Property for $2K Per Store Approved
US RAVE: Seeks to Hire Eric A. Liepins, P.C. as Counsel
WARWICK YARD: Hires Amanda Medina as Bankruptcy Counsel
WEST SPEEDWAY II: Hires Neff & Boyer as Counsel
WOMEN AND BIRTH: Taps Barbara M. Smith as Accountant
[*] Lex Machina Expands Analytics Platform to Bankruptcy Appeals
*********
1325 VIRGINIA: Hires Michelle Steele Accounting as Bookkeeper
-------------------------------------------------------------
1325 Virginia Street, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of West Virginia to employ Michelle
Steele as bookkeeper.
Michelle Steele seeks to be paid for her professional services as
follows:
a. a retainer in the amount of $750.00 for the initial setup
of financials and accounting records, financial review of
accounting records, onsite visits, meetings and beginning of the
first Monthly Operating Report;
b. a $600.00cap per month to prepare the Monthly Operating
Report. This includes preparation of payroll, the monthly
financials and other financial reporting related to the Monthly
Operating Report; and
c. a fee of $35 per hour for preparation of projections,
disclosure plan, assistance with tax returns and necessary
accounting for preparation of the Debtor's confirmation, dismissal
or conversion of bankruptcy case. A fee application will be
required for hourly services.
Ms. Steele attests that she represents no interest adverse to the
debtor-in-possession or the estate in the matters upon which she
has been engaged to represent the debtor-in-possession, and her
employment would be in the best interest of the estate.
The Bookkeeper can be reached through:
Michelle Steele
Michelle Steele Accounting Solutions Inc
3818 Maccorkle Avenue Se
Charleston, WV 25304
Phone: (304) 925-8462
About 1325 Virginia Street LLC
Based in Charleston, West Virginia, 1325 Virginia Street, LLC
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. W.Va. Case No. 17-20457) on September 5, 2017. Jonathan
Cavendish, its member, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Frank W. Volk presides over the case.
21 CENTURY ONCOLOGY: Has $1.4M Release Deal with Sunshine State
---------------------------------------------------------------
BankruptcyData.com reported that 21st Century Oncology Holdings
filed with the U.S. Bankruptcy Court a motion for entry of an order
approving a settlement and release agreement between Debtor and
Sunshine State Health Plan. The settlement notes, "The Settlement
Agreement offers a number of benefits to the Debtors' estates,
including payment by Sunshine Health to the Debtors of $1.4 million
and the full and final settlement of all matters related to the
Disputed Claims. Within 10 days of the Court's approval of the
Settlement Agreement, Sunshine Health shall deliver to the Debtors
a cash payment in the amount of $1,400,000, the 'Settlement
Payment.' Entry into the Settlement Agreement will inure to the
benefit of the Debtors' estates in a number of ways. First,
approval of the Settlement Agreement will result in the payment of
the $1.4 million Settlement Payment to the Debtors. Second,
approval of the Settlement Agreement will allow the Debtors to
settle any and all claims with Sunshine Health related to the
Disputed Claims. Third, the approval of the Settlement Agreement
will save the Debtors from continuing to expend time, resources,
and money pursuing the Disputed Claims, and avoids the risk, delay
and uncertainty that would exist if the Debtors were forced to
commence litigation regarding the Disputed Claims."
The Court scheduled an Oct. 16, 2017 hearing to consider the
settlement, with objections due by Oct. 9, 2017, according to the
report.
About 21st Century Oncology
21st Century Oncology Holdings, Inc., is a global provider of
integrated cancer care services. As of March 31, 2017, the company
operated 179 treatment centers, including 143 centers located in 17
U.S. states and 36 centers located in seven countries in Latin
America.
21st Century and 59 U.S. affiliates filed Chapter 11 petitions
under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770)
on May 25, 2017. At the time of the filing, the Debtors estimated
their assets and debt at $1 billion to $10 billion.
The cases are pending before the Hon. Judge Robert D. Drain.
Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, serves as the
Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is
the Debtors' claims and noticing agent.
On June 8, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Morrison & Foerster LLP as counsel and Berkeley Research Group,
LLC, and financial advisor.
21ST CENTURY ONCOLOGY: Deal Reached with Panel, Plan Hearing Moved
------------------------------------------------------------------
The hearing to consider approval of the adequacy of the disclosure
statement explaining the Joint Chapter 11 plan of 21st Century
Oncology Holdings, Inc., and its debtor-affiliates has been
postponed to Oct. 16, 2017, at 10:00 a.m. (prevailing Eastern
Time).
The Disclosure Hearing was initially slated for Sept. 19 before the
Honorable Robert D. Drain.
The deadline to object to the Disclosure Statement has been set for
Oct. 9.
To resolve the issues and concerns raised by the official committee
of unsecured creditors appointed in the Debtors' bankruptcy cases
with respect to the Plan, the Disclosure Statement, the Debtors'
motion for approval of Plan solicitation procedures, and motion for
approval of a backstop agreement, the Debtors have reached a
settlement agreement with the Committee, which settlement is
supported by the Requisite Backstop Parties.
The parties agree to these terms:
(A) Modification to Class 6 Treatment
The Convenience Claim Distribution shall be increased to
$2.6 million. The recovery percentage that a holder of
an Allowed General Unsecured Claim that has made the
Convenience Claim Election (with respect to an Allowed
General Unsecured Claim greater than $1,000,000) or has
not made the New Common Stock Election (with respect to
an Allowed General Unsecured Claim less than or equal to
$1,000,000) receives on account of such Allowed General
Unsecured Claim from the Convenience Claim Distribution
shall not be capped.
Subject to the terms of this Term Sheet, any holder of
an Eligible General Unsecured Claim as of the Rights
Offering Record Date that (i) has not made the
Convenience Claim Election (with respect to an Eligible
General Unsecured Claim greater than $1,000,000) or has
made the New Common Stock Election (with respect to an
Eligible General Unsecured Claim less than or equal to
$1,000,000) and (ii) is an Accredited Investor -- as
demonstrated by an AI Questionnaire that has been
properly completed, duly executed and timely returned by
such holder to the Subscription Agent -- will receive
its pro rata share -- based on the proportion that the
holder's Eligible General Unsecured Claim as of the
Rights Offering Record Date bears to the aggregate
amount of (I) all Eligible General Unsecured Claims as
of the Rights Offering Record Date held by each Person
that has certified it is an Accredited Investor -- as
demonstrated by such Person's properly completed, duly
executed and timely returned AI Questionnaire -- on or
prior to the Questionnaire Deadline plus (II) all
Allowed Note Claims as of the Rights Offering Record
Date) of New Notes Rights and New Preferred Equity
Rights.
"Eligible General Unsecured Claim" means any General
Unsecured Claim that is either Allowed or Disputed.
"Allowed" means, with respect to any Claim (or portion
thereof), as of any date of determination: (a) a Claim
that is evidenced by a Proof of Claim Filed by the
applicable Bar Date in accordance with the Bar Date
Order; (b) a Claim that is listed in the Schedules as
not contingent, not unliquidated, and not disputed, and
for which no Proof of Claim has been timely filed; or
(c) a Claim that is allowed pursuant to the Plan or a
Final Order of the Bankruptcy Court as of such date;
provided, that with respect to a Claim described in
clauses (a) and (b) above -- except any Claim allowed
pursuant to the DIP Orders -- the Claim shall be
considered "Allowed" as of such date of determination
only to the extent that, with respect to such Claim, no
objection to allowance or priority or a request for
estimation thereof has been interposed on or prior to
such date, or such an objection is so interposed and the
Claim has been allowed by a Final Order of the
Bankruptcy Court as of such date; and (y) "Disputed"
means, with respect to any Claim (or portion thereof),
as of any date of determination, a Claim that is neither
Allowed nor disallowed as of the date Rights Offering
Procedures
(B) Rights Offering Procedures
The Rights Offering Record Date (e.g., the date by which
an Accredited Investor must hold an Eligible General
Unsecured Claim in order to be eligible to participate
in the Rights Offerings) shall be October 16, 2017.
Any Accredited Investor may acquire General Unsecured
Claims prior to the Rights Offering Record Date for the
purpose of participating in the Rights Offerings -- it
being understood that the Rights Offering Procedures
(including, but not limited to, the requirement of
holding an Eligible General Unsecured Claim as of the
Rights Offering Record Date to be eligible to
participate in the Rights Offerings) govern the
Accredited Investor's participation in the Rights
Offerings.
Each holder of an Eligible General Unsecured Claim as
of the Rights Offering Record Date that desires to
participate in the Rights Offerings must properly
complete, duly execute and timely return an AI
Questionnaire to the Subscription Agent so that the AI
Questionnaire is actually received by the Subscription
Agent on or before November 6, 2017, in accordance with
the Rights Offering Procedures.
On the Rights Offering Commencement Date, the Debtors
shall mail or cause to be mailed offering materials with
respect to the Rights Offerings to each holder of an
Eligible General Unsecured Claim as of the Rights
Offering Record Date that has certified it is an
Accredited Investor. The Rights Offering Commencement
Date shall be on or about November 9, 2017.
Holders of Eligible General Unsecured Claims as of the
Rights Offering Record Date participating in the Rights
Offerings must properly complete and timely return the
Rights Offering Materials to the Subscription Agent so
that the Rights Offering Materials are actually received
by the Subscription Agent at or prior to the Rights
Offering Termination Time in accordance with the Rights
Offering Procedures. The Rights Offering Termination
Time shall be 5:00 p.m. (New York City time) on or about
November 29, 2017.
(C) Post-Effective Date Claims Resolution
The Committee shall appoint a designee to participate in
the post-Effective Date reconciliation process for
General Unsecured Claims that will (or could
potentially) receive a pro rata share of the Convenience
Claim Distribution.
The Committee Designee and the Reorganized Debtors will
work cooperatively to expeditiously resolve Convenience
Class Claims in a cost-effective and expeditious manner.
The Reorganized Debtors shall provide the Committee
Designee with no less than three Business Days' advance
notice of any objections to be filed, or settlements to
be entered into, with respect to any Convenience Class
Claim.
To the extent a dispute arises between the Reorganized
Debtors and the Committee Designee with respect to the
resolution of a Convenience Class Claim that cannot be
resolved consensually, the applicable parties shall have
standing to seek appropriate relief from the Bankruptcy
Court, including with respect to a proposed settlement
of any Convenience Class Claim.
The Committee Designee shall have standing solely for
the limited purpose of being heard with respect to any
objection filed with respect to a Convenience Class
Claim by the Debtors or any other party-in-interest.
The Committee Designee shall be authorized and empowered
to retain and pay professionals to represent it with
respect to its responsibilities without the approval of
the Bankruptcy Court. The reasonable and documented fees
and costs of the Committee Designee shall be paid by the
Reorganized Debtors up to the amount of $75,000 in the
aggregate. The payment shall be made without further
notice or approval from the Bankruptcy Court within 30
days of receipt of an invoice.
(D) Other Provisions
The proposed Plan shall waive all Avoidance Actions;
provided that Avoidance Actions against Excluded
Directors and Officers shall not be waived.
The proposed Plan shall include customary releases for
Committee members and advisors (in their capacity as
such).
(E) Agreements of the Committee
In exchange for the modifications being incorporated
into the Definitive Documents, the Committee shall agree
to:
* provide a letter in support of confirmation of the
Plan and encourage all holders of General Unsecured
Claims to vote in favor of the Plan, which letter
will be included with the solicitation materials for
the Plan;
* file pleadings in support of the Plan, including
supporting declarations, that may be necessary or
appropriate;
* not directly or indirectly object to, delay, impede
or take any other action to materially interfere with
acceptance, confirmation, consummation or
implementation of the Plan, the Restructuring
Transactions, and the Backstop Purchase Agreement;
* not directly or indirectly seek, solicit, encourage,
formulate, consent to, propose, file, support,
negotiate or participate in any Alternative
Transaction or encourage or cause any party to do
any of the foregoing; and
* take any and all necessary or appropriate actions
in furtherance of the Restructuring Transactions
and the transactions contemplated under the Plan,
Backstop Purchase Agreement, and other Definitive
Documents.
Counsel for Official Committee of Unsecured Creditors of 21st
Century Oncology Holdings, Inc., et al.:
Lorenzo Marinuzzi, Esq.
Jonathan I. Levine, Esq.
Daniel J. Harris, Esq.
Benjamin Butterfield, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, NY 10019
Telephone: (212) 468-8000
Facsimile: (212) 468-7900
Counsel to the Debtors:
Christopher Marcus, P.C., Esq.
John T. Weber, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
- and -
James H.M. Sprayregen, P.C., Esq.
William A. Guerrieri, Esq.
Alexandra Schwarzman, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Counsel to the Requisite Backstop Parties:
Jayme T. Goldstein, Esq.
Christopher Guhin, Esq.
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, NY 10038-4982
Telephone: (212) 806-5400
Facsimile: (212) 806-6006
About 21st Century Oncology
21st Century Oncology Holdings, Inc., is a global provider of
integrated cancer care services. As of March 31, 2017, the company
operated 179 treatment centers, including 143 centers located in 17
U.S. states and 36 centers located in seven countries in Latin
America.
21st Century and 59 U.S. affiliates filed Chapter 11 petitions
under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770)
on May 25, 2017. At the time of the filing, the Debtors estimated
their assets and debt at $1 billion to $10 billion.
The cases are pending before the Hon. Judge Robert D. Drain.
Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, serves as the
Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is
the Debtors' claims and noticing agent.
On June 8, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Morrison & Foerster LLP as counsel and Berkeley Research Group,
LLC, and financial advisor.
21ST CENTURY ONCOLOGY: Patients Still Receive High Quality of Care
------------------------------------------------------------------
Melanie L. Cyganowski, the patient care ombudsman for 21st Century
Oncology Holdings, Inc., et al., filed a second report with regard
to the quality of care provided to the patients by the Debtors.
The PCO found no indication that the Debtors' bankruptcy filings
have adversely impacted operations or the quality of treatment and
care provided to the patients. In fact, after years of uncertainty,
the bankruptcy appears to have provided greater stability and
assurances to staff that there is a clear path forward. The PCO saw
no evidence that patient care has suffered. To the contrary,
patients continue to receive the highest quality of treatment from
dedicated professionals.
During her visits to corporate headquarters and several of the
Florida offices, among other things, the PCO observed (i) clean,
professional, and welcoming environments at each of the offices
that she visited; (ii) physicians that are the cream of the crop in
the industry and are dedicated to their work and their patients;
(iii) staff that is friendly and knowledgeable, (iii) regional
management who knew the history, equipment, and personnel at each
of the offices under their supervision; and (iv) state of the art
technology and multiple treatment offerings, which provide patients
with the full array of options within each region.
As a result, the Debtors have not seen any decline in overall
patient volume since the bankruptcy cases; any decline in referrals
from other physicians and healthcare facilities; or any impact on
employee retention.
The PCO concludes that the bankruptcy cases provide an opportunity
for the Debtors to restructure their financial obligations, but
that the Debtors' medical operations prior to the filing were sound
and the high quality of care and treatment options that existed
prepetition have not been impacted as a result of the bankruptcy
filings. The physicians and other employees reported no changes
that they have observed since the bankruptcy filings.
A full-text copy of the PCO's Second Report dated Sept. 18, 2017,
is available at:
http://bankrupt.com/misc/nysb17-22770-431.pdf
A full-text copy of the PCO's First Report dated July 20, 2017, is
available at:
http://bankrupt.com/misc/nysb17-22770-242.pdf
About 21st Century Oncology
21st Century Oncology Holdings, Inc., is a global provider of
integrated cancer care services. As of March 31, 2017, the company
operated 179 treatment centers, including 143 centers located in 17
U.S. states and 36 centers located in seven countries in Latin
America.
21st Century and 59 U.S. affiliates filed Chapter 11 petitions
under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770)
on May 25, 2017. At the time of the filing, the Debtors estimated
their assets and debt at $1 billion to $10 billion.
The cases are pending before the Hon. Judge Robert D. Drain.
Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, serves as the
Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is
the Debtors' claims and noticing agent.
On June 8, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Morrison & Foerster LLP as counsel and Berkeley Research Group,
LLC, and financial advisor.
47 HOPS: Taps Algeria & Company as Accountants
----------------------------------------------
47 Hops LLC seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Washington to employ Algeria & Company, PS as
certified public accountants for the Debtor-in-Possession. The
Debtor needs bookkeeping, accounting, tax preparation, and
financial reporting services performed on its behalf in its Chapter
11 case.
Alegria & Company, PS has received from 47 Hops $15,380 for
bookkeeping, accounting, and financial statement preparation
services performed from July 11, 2017 through August 10, 2017.
Ken Meissner attests that his firm does not hold or represent an
interest adverse to the estate and is a disinterested person as
that term is defined in 11 U.S.C. Section 101(14).
The Accountants can be reached through:
Ken Meissner, CPA
ALGERIA & COMPANY, PS
601 N. 39th Ave.
Yakima, WA 98902
Tel: 509-575-1065
About 47 Hops LLC
Based in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ --
sells aroma and alpha hops to breweries in 38 countries around the
world.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Wash. Case No. 17-02440) on August 11, 2017.
Douglas MacKinnon, its president, signed the petition.
At the time of the filing, the Debtor disclosed $4.3 million in
assets and $7.45 million in liabilities.
Judge Frank L. Kurtz presides over the case.
724 EAST DEVONSHIRE: Taps Allen Barnes as Legal Counsel
-------------------------------------------------------
724 East Devonshire LLC seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to employ Allen Barnes & Jones, PLC to give
legal advice regarding its duties under the Bankruptcy Code and
provide other legal services related to its Chapter 11 case.
The firm's standard hourly rates for its attorneys are:
Thomas Allen Member $395
Hilary Barnes Member $395
Michael Jones Member $335
Philip Giles Associate $285
Khaled Tarazi Associate $240
Legal assistants and law clerks charge between $115 and $135 per
hour.
Allen Barnes does not represent any interest adverse to the Debtor
or its bankruptcy estate, according to court filings.
The firm can be reached through:
Hilary L. Barnes, Esq.
Philip J. Giles, Esq.
Allen Barnes & Jones, PLC
1850 N. Central Avenue, Suite 1150
Phoenix, Arizona 85004
Office: (602) 256-6000
Fax: (602) 252-4712
Email: hbarnes@allenbarneslaw.com
Email: pgiles@allenbarneslaw.com
About 724 East Devonshire LLC
724 East Devonshire, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 17-11126) on September
21, 2017. Qingcheng Bao, its manager and member, signed the
petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Daniel P. Collins presides over the case.
ACHAOGEN INC: Appoints New Member to Audit Committee
----------------------------------------------------
The Board of Directors of Achaogen, Inc. appointed Dr. Karen
Bernstein, Ph.D., to the Audit Committee of the Board, effective
Aug. 1, 2017. The Board has determined that Dr. Bernstein is
independent as defined in Listing Rule 5605 of The NASDAQ Stock
Market LLC for purposes of serving on the Audit Committee.
As reported in the Original Filing, on July 11, 2017, the Board of
Directors of the Company appointed Dr. Bernstein as a member of the
Board and as a member of the Nominating and Corporate Governance
Committee of the Board.
About Achaogen, Inc.
South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a clinical-stage biopharmaceutical
company passionately committed to the discovery, development, and
commercialization of novel antibacterials to treat multi-drug
resistant gram-negative infections. The Company is developing
plazomicin, its lead product candidate, for the treatment of
serious bacterial infections due to MDR Enterobacteriaceae,
including carbapenem-resistant Enterobacteriaceae. In 2013, the
Centers for Disease Control and Prevention identified CRE as a
"nightmare bacteria" and an immediate public health threat that
requires "urgent and aggressive action."
Achaogen reported a net loss of $71.22 million in 2016, a net loss
of $27.09 million in 2015, and a net loss of $20.17 million in
2014.
As of June 30, 2017, Achaogen had $263.2 million in total assets,
$74.68 million in total liabilities, $10 million in contingently
redeemable common stock and $178.5 million in stockholders'
equity.
The Company has incurred losses and negative cash flows from
operations every year since its inception. As of June 30, 2017,
the Company had unrestricted cash, cash equivalents and short-term
investments of approximately $230.3 million and an accumulated
deficit of approximately $306.5 million. Management expects that,
based on its current operating plans, the Company's existing cash,
cash equivalents and short-term investments as of June 30, 2017
will be sufficient to fund its current planned operations for at
least the next twelve months from the issuance of these financial
statements. Management plans to raise additional funds through
equity or debt financing arrangements, government contracts, and/or
third party collaboration funding in the future to fund its
operations, including the commercial development of plazomicin.
However, there can be no assurance that such funding sources will
be available at terms acceptable to the Company or at all. The
Company said if it is unable to raise additional funding to meet
its working capital needs, it will be forced to delay or reduce the
scope of its research programs and/or limit or cease its
operations.
ACI CONCRETE: Seeks Permission to Use Equity Bank Cash Collateral
-----------------------------------------------------------------
ACI Concrete Placement of Kansas, LLC, ACI Concrete Placement of
Oklahoma, LLC, ACI Concrete Placement of Lincoln, LLC, KOK
Holdings, LLC and OKK Equipment, LLC, filed their Joint Motion with
the U.S. Bankruptcy Court for the District of Kansas seeking
permission for the use of cash collateral in the ordinary course of
their businesses in accordance with the cash collateral budget.
The proposed Budget indicates monthly expense amount not exceeding
$ 1,119,225 and a partial budget of $634,581 during the period of
September 14 to 30, 2017.
The Debtors have 2 Term Notes with Equity Bank as well as a
Revolving Credit Note. For each Note and the Revolving Credit Note
all five Debtors are Borrowers. Originally Term Note #2 and Term
Note #3 were secured in the Debtors' concrete pump trucks and other
equipment which are titled to Debtor OKK. The Revolving Credit Note
was secured in the Debtors' accounts receivables. The Debtors claim
that the current total obligation of all the Debtors to Equity Bank
is $7,759,124.00.
The Debtors maintain that Equity Bank is oversecured on Term Note
#2, Term Note #3 and the Revolving Credit Note, considering that
the total assets pledged to Equity Bank have a total value of
approximately $10,000,000.
The Debtors are proposing to make one joint monthly payment to
Equity Bank for the period of time from filing up to confirmation
of the Plan. The Debtors are proposing payment of $50,000 per month
to Equity Bank. For the half month of September, 2017, the Debtors
are proposing $25,000 payment to Equity Bank to be made no later
than September 30, 2017.
With the use of cash collateral, the Debtors anticipate that their
joint operation of business will be cash-flow positive before
servicing the monthly secured debt on a going forward basis.
A full-text copy of the Debtors' Motion, dated Sept. 14, 2017, is
available at https://is.gd/vuVHcP
The Debtors are represented by:
Bradley D. McCormack, Esq.
THE SADER LAW FIRM
2345 Grand Boulevard, Suite 2150
Kansas City, Missouri 64108-2663
Tel: 816-561-1818
Fax: 816-561-0818
Direct Dial: 816-595-1802
E-mail: bmccormack@saderlawfirm.com
About ACI Concrete Placement
Founded in 2007, ACI Concrete Placement provides concrete pumping
and telebelt material placement. In addition to its traditional
concrete placement services, ACI specializes in slip form concrete
placement and separate placing booms. It owns a fleet of over 55
machines for slope paving, indoor pumping, and small set up areas,
small line and grout pumps and truck mounted conveyors, etc. ACI
Concrete is headquartered in Spring Hill, Kansas, with additional
locations in Nebraska, Missouri, and Oklahoma.
ACI-Kansas is wholly owned by Debtor KOK Holdings, LLC.
ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered
in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company
and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a
Nebraska Limited Liability Company headquartered in Kansas, owned
by: Lawrence Kaminsky who owns 70% of the company and Matthew
Kaminsky who owns 30% of the company. KOK is owned by: Lawrence
Kaminsky who owns 50% of the company and Matthew Kaminsky who owns
50% of the company. OKK is wholly owned by the Debtor KOK Holdings,
LLC.
ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete
pouring companies in their respective states. OKK serves as the
common equipment ownership company for all ACI companies. KOK
serves as the parent holding company of the various companies and
also functions as the payroll processor for the related ACI
companies. The same management structure operates all five Debtors
and their operations are centrally located in Spring Hill, Kansas.
ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of
Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment
LLC and KOK Holdings LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kansas Case Nos. 17-21770 to 17-21774)
on September 14, 2017. Matthew Kaminsky, COO, signed the
petitions. The Debtors have filed motion to jointly administer
their cases, which is currently pending before the Court.
At the time of the filing, ACI Kansas disclosed $1.06 million in
assets and $8.4 million in liabilities.
Judge Dale L. Somers presides over the cases.
Bradley D. McCormack, Esq. of the Sader Law Firm, serves as the
Debtors' bankruptcy counsel.
No trustee or examiner has been appointed, and no committee of
unsecured creditors or equity holders has been established.
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 89.38 cents-on-the-dollar during
the week ended Friday, September 1, 2017, according to data
compiled by LSTA/Thomson Reuters MTM Pricing. This represents a
decrease of 1.13 percentage points from the previous week. Acosta
Inc pays 325 basis points above LIBOR to borrow under the $2.06
billion facility. The bank loan matures on Sept. 26, 2021 and
carries Moody's B2 rating and Standard & Poor's B rating. The loan
is one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended September 1.
ADEPTUS HEALTH: U.S. Trustee, Et Al., Oppose 3rd Amended Plan
-------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Adeptus Health case, SCG Capital and PST Services filed with the
U.S. Bankruptcy Court separate objections to the Company's Third
Amended Joint Plan of Reorganization. The Trustee asserts, "In
addition to the issues raised in the United States Trustee's Prior
Objection, the United States Trustee objects to the Third Amended
Plan because it contains a class-skipping gift, described as a
settlement in Section 5.15 of the Third Amended Plan, which
purports to settle estate causes of action with holders of common
stock in Adeptus Health. The United States Trustee objects to the
class-skipping gift because it is not fair and equitable, because
it is not in the best interest of the estates and the creditors,
and because it violates 11 U.S.C. section 1129(b)(2)(B)(ii) (the
'Absolute Priority Rule'). Unless senior claimants receive either
the full value of their claims or unless they consent to receiving
less than full value, a class-skipping gift given to junior
claimants in the context of a plan of reorganization violates the
Absolute Priority Rule. The Debtors attempted to resolve the United
States Trustee's Prior Objection and informal comments relating to
the exculpation provision with the insertion of the language
included in Section 11.9(b) without also removing the objectionable
the exculpation provisions. The language would make sense if the
Court were striking the exculpation provisions in their entirety
and, instead, inserting a channelling injunction similar to those
approved by the courts. In the context of the Third Amended Plan,
however, Section 11.9(b) is even more restrictive than the
exculpatory language originally proposed by the Debtors in the
Section Amended Plan, and could be read to require parties to
obtain Court authority to pursue even, for instance, routine
objections to professional fee applications filed
post-confirmation."
About ADPT DFW Holdings LLC
Adeptus Health LLC — http://www.adpt.com/— through its
subsidiaries, owns and operates hospitals and free standing
emergency rooms in partnership with various healthcare providers.
Adeptus Health Inc. is a holding company whose sole material asset
is a controlling equity interest in Adeptus Health LLC.
Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates,
including Adeptus Health, Inc., and Adeptus Health LLC, each filed
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Lead Case No.
17-31432) on April 19, 2017, listing $798.7 million in total assets
and $453.48 million in total debt as of Sept. 30, 2016. Andrew
Hinkelman, their chief restructuring officer, signed the
petitions.
Judge Stacey G. Jernigan presides over the cases.
Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N.
Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck,
Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors'
bankruptcy counsel. The Debtors tapped DLA Piper LLP (US) as
special counsel; FTI Consulting, Inc., as chief restructuring
officer; Houlihan Lokey, Inc., as investment banker; and Epiq
Systems as claims and noticing agent.
On May 1, 2017, a nine-member official unsecured creditors
committee was formed in the case. The Creditors Committee tapped
Akin Gump Strauss Hauer & Feld LLP as counsel and CohnReznick as
financial advisors.
On June 19, 2017, the U.S. Trustee appointed an official committee
of equity security holders. The Equity Committee hired Winstead
P.C. as legal counsel.
Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases. The PCO tapped Focus Management Group USA, Inc., as
medical operations advisor.
ADINA ZAHARESCU: 9th Cir. Affirms Dismissal of Bankruptcy Case
--------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit affirms the
district court's order affirming the bankruptcy court's order
dismissing Adina I. Zaharescu's chapter 11 bankruptcy case.
The Ninth Circuit finds that the bankruptcy court did not abuse its
discretion by dismissing Zaharescu's bankruptcy case because the
record supports its finding that Zaharescu filed the petition in
bad faith.
The appealed case In re: ADINA I. ZAHARESCU, Debtor. ADINA I.
ZAHARESCU, Appellant, v. JPMORGAN CHASE BANK, N.A., Appellee, No.
15-55552, (9th Cir.).
A full-text copy of the Memorandum dated August 24, 2017, is
available at https://is.gd/D3HegQ from Leagle.com.
Adina Zaharescu filed voluntary Chapter 11 Petition (Bankr. C.D.
Calif. Case No. 12-11362) on February 13, 2012.
AK STEEL: Offering $280 Million Senior Notes Due 2025
-----------------------------------------------------
AK Steel Holding Corporation announced that its subsidiary, AK
Steel Corporation, has commenced a registered offering of
$280,000,000 aggregate principal amount of senior notes due 2025.
The New Notes will be fully and unconditionally guaranteed by AK
Holding, AK Steel's direct parent, and by AK Tube LLC, AK Steel
Properties, Inc. and Mountain State Carbon, LLC, three wholly-owned
subsidiaries of AK Steel. The New Notes will be unsecured senior
obligations of AK Steel and the Guarantors. AK Steel intends to
use the net proceeds of the offering, together with cash on hand
and/or borrowings under its revolving credit facility, to finance
AK Steel's cash tender offer for any and all of AK Steel's
outstanding 8.375% Senior Notes due 2022. The Offering will be
made pursuant to an effective shelf registration statement on file
with the Securities and Exchange Commission.
The joint book-running managers for the Offering are Wells Fargo
Securities, Deutsche Bank, Goldman Sachs & Co. LLC, BofA Merrill
Lynch, Barclays, BMO Capital Markets, Citigroup, Credit Suisse and
KeyBanc Capital Markets. Simultaneously with the Offering, AK
Steel has commenced the Tender Offer pursuant to an Offer to
Purchase, dated Aug. 2, 2017, and a related Letter of Transmittal.
Upon the terms and subject to the conditions described in the Offer
to Purchase and the Letter of Transmittal, AK Steel is offering to
purchase for cash any and all of its outstanding Old Notes.
Holders of Old Notes who validly tender their Old Notes on or prior
to 5:00 p.m., New York City time, Aug. 8, 2017, will be eligible to
receive the aggregate purchase price equal to $1,046.70 per $1,000
principal amount of Old Notes tendered.
Tendered Old Notes may be validly withdrawn on or prior to the
Expiration Time. Following the Withdrawal Deadline, holders who
have tendered their Old Notes may not withdraw such Old Notes
unless AK Steel is required to extend withdrawal rights under
applicable laws. AK Steel's obligation to accept for purchase and
to pay for the Old Notes in the Tender Offer is subject to the
satisfaction or waiver of a number of conditions, including the
receipt of proceeds from the offering of the New Notes.
In addition to the applicable consideration, all holders of Old
Notes accepted for purchase will also receive accrued and unpaid
interest on those Old Notes from the last interest payment date to,
but not including, the date such Old Notes are repurchased. The
Settlement Date is expected to be Aug. 9, 2017. If any Old Notes
remain outstanding following the completion of the Tender Offer, AK
Steel intends to promptly redeem such Old Notes in accordance with
the terms of the Old Notes and the applicable indenture.
None of AK Steel, AK Steel's Board of Directors, the dealer
manager, the depositary and the information agent makes any
recommendation in connection with the Tender Offer. Holders must
make their own decisions as to whether to tender their Old Notes,
and, if so, the principal amount of Old Notes to tender.
AK Steel has retained Wells Fargo Securities to serve as the sole
dealer manager for the Tender Offer. AK Steel has also retained
Global Bondholder Services Corporation to serve as the information
agent and depositary.
For additional information regarding the terms of the Tender Offer,
please contact Wells Fargo Securities at (704) 410-4760 or toll
free (866) 309-6316. Requests for documents and questions
regarding the tender of Old Notes may be directed to Global
Bondholder Services Corporation at (212) 430-3774 or toll free
(866) 470-4500, by mail at 65 Broadway, Suite 404, New York, New
York 10006, Attention: Corporation Actions, or by visiting
http://www.gbsc-usa.com/AKSteel/.
AK Holding, along with certain of its subsidiaries, has filed a
registration statement (including a prospectus) with the SEC
relating to the Offering.
Alternatively, AK Holding, AK Steel, any underwriter or any dealer
participating in the Offering will arrange to send you the
preliminary prospectus supplement and accompanying base prospectus
if you request it by contacting Wells Fargo Securities at
Attention: Client Support, 608 2nd Avenue, South Minneapolis, MN
55402, telephone: (800) 645-3751 Opt 5, or email:
wfscustomerservice@wellsfargo.com; Deutsche Bank Securities at
Attention: Prospectus Group, 60 Wall Street, New York, New York
10005-2836, email: prospectus.cpdg@db.com, telephone (800)
503-4611; Goldman Sachs & Co. LLC at Attn: Prospectus Department,
200 West Street, New York, NY 10282, telephone: 1-866-471-2526,
facsimile: 212-902-9316, or email prospectusny@ny.email.gs.com;
BofA Merrill Lynch at Attention: Prospectus Department, One Bryant
Park, New York, NY, 10036 (1-800-294-1322 or
dg.prospectus_distribution@bofasecurities.com); Barclays (tollfree)
at 1-888-603-5847 or barclaysprospectus@broadridge.com; BMO Capital
Markets Corp. at 3 Times Square, New York, NY 10036, Attn: High
Yield Syndicate, telephone: (212) 702-1882; Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, or by calling (800) 831-9146; Credit Suisse at Attention:
Prospectus Department, One Madison Avenue, New York, NY 10010,
telephone: 1-800-221-1037, or email:
newyork.prospectus@credit-suisse.com or KeyBanc Capital Markets at
127 Public Square, 4th Floor, Cleveland, Ohio 44114, Attn:
Prospectus Delivery Department, or by calling 800-859-1783.
About AK Steel
AK Steel is a producer of flat-rolled carbon, stainless and
electrical steel products and carbon and stainless tubular
products, primarily for automotive, infrastructure and
manufacturing, electrical power generation and distribution
markets. Headquartered in West Chester, Ohio (Greater Cincinnati),
the company employs approximately 8,500 men and women at eight
steel plants, two coke plants and two tube manufacturing operations
across six states (Indiana, Kentucky, Michigan, Ohio, Pennsylvania
and West Virginia) and one tube plant in Mexico.
* * *
As reported by the TCR on Aug. 7, 2017, Moody's Investors Service
assigned a B3 rating to AK Steel Corporation's $280 million senior
unsecured guaranteed notes due 2025. All other ratings, including
the B2 Corporate Family Rating (CFR) and the SGL-2 Speculative
Grade Liquidity rating are unchanged. The outlook is stable.
AK Steel carries a 'B2' Corporate Family Rating from Moody's
Investors Service.
ALUMINUM EXTRUSIONS: Committee Taps Michael Best as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Aluminum
Extrusions, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Mississippi to hire Chapter 11 bankruptcy
counsel.
The committee proposes to employ Michael Best & Friedrich LLP to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code; investigate the Debtor's financial condition;
assist in any potential property disposition; and advise the
committee in connection with the formulation of the Debtor's plan
of reorganization.
The firm's standard hourly rates range from $350 to $595 for
partners, $200 to $350 for associates and $100 to $190 for
paralegals.
Jonathan Gold, Esq., disclosed in a court filing that he and his
firm do not have any connection with the Debtor or any of its
creditors.
The firm can be reached through:
Jonathan L. Gold, Esq.
Michael Best & Friedrich LLP
601 Pennsylvania Avenue, NW,
Suite 700 South
Washington, DC 20004
Direct: (202) 747-9594
Fax: (202) 347-1819
Email: jlgold@michaelbest.com
About Aluminum Extrusions Inc.
Established in 1993, Aluminum Extrusions Inc. --
http://aluminumextrusionsinc.com/-- offers services that range
from extrusion, painting, fabrication, packaging and shipping of
aluminum. Its facility is located in Senatobia, Mississippi, and
30 miles south of Memphis, Tennessee.
Aluminum Extrusions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-12693) on July 21,
2017. John C. King, president, signed the petition.
At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.
Judge Jason D. Woodard presides over the case. The Debtor hired
Michael P. Coury, Esq. at Glankler Brown, PLLC as its legal
counsel.
On August 29, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee has
retained Michael Best & Friedrich LLP as lead counsel; and Milam
Law PA as local counsel.
No trustee or examiner has been appointed in the Debtor's case.
ALUMINUM EXTRUSIONS: Committee Taps Milam Law as Local Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Aluminum
Extrusions, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Mississippi to hire Milam Law PA.
The firm will serve as local counsel to the committee in connection
with the Debtor's Chapter 11 case. James Milam, the attorney who
will be providing the services, has had significant involvement in
bankruptcy practice in the Northern District of Mississippi,
according to the committee.
Mr. Milam will charge an hourly fee of $285. The rate for
paralegal services is $100 per hour.
In a court filing, Mr. Milam disclosed that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
James T. Milam, Esq.
Milam Law PA
300 S. Spring St.
Tupelo, MS 38804
Office: (662) 205-4815
Fax: (888) 510-6331
Email: jtm@milamlawpa.com
About Aluminum Extrusions Inc.
Established in 1993, Aluminum Extrusions Inc. --
http://aluminumextrusionsinc.com/-- offers services that range
from extrusion, painting, fabrication, packaging and shipping of
aluminum. Its facility is located in Senatobia, Mississippi, and
30 miles south of Memphis, Tennessee.
Aluminum Extrusions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-12693) on July 21,
2017. John C. King, president, signed the petition.
At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.
Judge Jason D. Woodard presides over the case. The Debtor hired
Michael P. Coury, Esq. at Glankler Brown, PLLC as its legal
counsel.
On August 29, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee has
retained Michael Best & Friedrich LLP as lead counsel; and Milam
Law PA as local counsel.
No trustee or examiner has been appointed in the Debtor's case.
ARABELLA PETROLEUM: Trustee Selling Back-In Working Interests
-------------------------------------------------------------
Morris Weiss, the Chapter 11 Trustee of Arabella Petroleum Co., LLC
("APC"), asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of interests in oil and gas properties,
rights, and related assets operated by Brigham Resources Operating,
LLC ("Back-In Working Interests") to Diamondback E&P, LLC for
$2,584,040.
A hearing on the Motion is set for Oct. 19, 2017, at 1:30 p.m.
Objections, if any, must be filed within 21 days from the date of
service.
On Jan. 24, 2017, the Trustee filed a Motion to Approve and Ratify
Actions by asking ratification of the execution of certain
tag-along sale rights pursuant to a Letter Agreement dated Sept. 4,
2013, by and between Piedra Energy II, LLC and Brigham Operating,
LLC.
Brigham and an affiliate initiated a purchase and sale of Brigham's
interests under the Letter Agreement, which triggered tag-along
rights to backin working interests in operating wells operated by
(i) Samson Exploration, LLC and (ii) Brigham Resources Operating,
LLC.
Pursuant to a letter agreement dated Jan. 13, 2017, the Trustee had
five days to exercise and agree to the tag-along rights. Upon his
sound business judgment, and the fact that the Trustee was not in a
position to negotiate a sale of APC's rights independently, the
Trustee executed the tag-along election. The Court approved his
election to exercise the tag-along rights on Jan. 31, 2017.
Since this time, Diamondback and the Trustee, along with Arabella
Exploration, LLC, have entered into a Purchase and Sale Agreement
(along with the First Amendment to Purchase and Sale Agreement) for
the sale of the Back-In Working Interests. The Trustee is asking
an order approving the PSA and providing that the sale of the
Back-In Working Interests to Diamondback is free and clear of
liens, claims, encumbrances, and interests.
The Trustee and Arabella Exploration, LLC ("AEX"), along with other
parties, entered into a settlement agreement dated March 28, 2017
("Settlement Agreement") to resolve numerous disputes between them,
including the ownership of the Back-In Working Interests.
Pursuant to the Settlement Agreement, the parties agreed that the
Trustee would be entitled to 77.5% of the sales proceeds from the
sale of Back-In Working Interests and that AEX would be entitled to
22.5% of the sales proceeds from the sale of the Back-In Working
Interests.
On April 11, 2017, the Trustee filed his Motion to Approve
Compromise and Settlement Pursuant to Bankruptcy Rule 9019 seeking
approval of the Settlement Agreement with AEX. On May 24, 2017,
the Court granted the Motion to Compromise and approved the
Settlement Agreement.
After the sale, any valid liens that attached APC's interest in the
Back-In Working Interests prior to the sale will attach to APC's
77.5% of the sale proceeds with the same validity, enforceability,
and priority, if any, as existed with respect to the Back-In
Working Interests. Any liens on AEX's interests in the Back-In
Working Interests will only attach to its 22.5% of the sale
proceeds.
The Trustee will provide notice to all parties asserting any known
alleged liens that will be affected by the sale, to their last know
addresses.
The Trustee asks the Court to waive any stay imposed by Bankruptcy
Rules 6004 and 6006.
A copy of the PSA attached to the Motion is available for free at:
http://bankrupt.com/misc/Arabella_Petroleum_459_Sales.pdf
The Purchaser:
DIAMONDBACK E&P, LLC
500 West Texas Ave., Suite 1200
Midland, TX 79701
Attn: Travis Stice, CEO & President
E-mail: tstice@diamondbackenergy.com
- and -
DIAMONDBACK E&P, LLC
9400 N. Broadway Ext., Suite 700
Oklahoma City, OK 73114
Attn: Randall J. Holder, General Counsel
E-mail: rjholder@diamondbackenergy.com
The Purchaser is represented by:
AKIN GUMP STRAUSS HAUER & FELD LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201
Attn: Seth Molay
E-mail: smolay@akingump.com
- and -
AKIN GUMP STRAUSS HAUER & FELD LLP
1111 Louisiana St., 44th Floor
Houston, TX 77002
Attn: Michael Byrd
E-mail: mbyrd@akingump.com
About Arabella Exploration
Arabella Exploration, LLC, formed on Oct. 2, 2009, is a
wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman
Islands corporation. It is an oil and gas exploration company that
owns working interests in a number of oil and gas properties and
interests.
Arabella Exploration filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed
the petition.
Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge.
Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia,
PLLC, serves as counsel to the Debtor. Miller Johnson serves as
Battaglia's co-counsel. Rehmann Turnaround and Receivership's
Charles Hoebeke is the Debtor's chief restructuring officer.
Arabella Exploration estimated $1 million to $50 million in assets
and liabilities.
No trustee, examiner or committee has been appointed in the case.
On April 4, 2017, Arabella Operating, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 17-41479). The case is being
jointly administered with that of Arabella Exploration.
ARCONIC INC: Posts $534 Million Net Income in H1 2017
-----------------------------------------------------
Arconic Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q reporting net income attributable o
the Company of $212 million on $3.26 billion of sales for the
second quarter ended June 30, 2017, compared to net income
attributable to the Company of $135 million on $3.23 billion of
sales for the second quarter ended June 30, 2016.
For the six months ended June 30, 2017, Arconic reported net income
attributable to the Company of $534 million on $6.45 billion of
sales compared to net income attributable to the Company of $151
million on $6.28 billion of sales for the six months ended June 30,
2016.
As of June 30, 2017, Arconic had $19.10 billion in total assets,
$13.35 billion in total liabilities and $5.75 billion in total
equity.
The cash flows related to Alcoa Corporation have not been
segregated and are included in the Statement of Consolidated Cash
Flows for the six months ended June 30, 2016. As a result, the
cash flow amounts reported for the six months ended June 30, 2017
are not comparable to the amounts reported for the six months ended
June 30, 2016.
The Company disclosed that various other lawsuits, claims, and
proceedings have been or may be instituted or asserted against it,
including those pertaining to environmental, product liability,
safety and health, and tax matters. While the amounts claimed in
these other matters may be substantial, the ultimate liability
cannot currently be determined because of the considerable
uncertainties that exist. Therefore, it is possible that the
Company's liquidity or results of operations in a period could be
materially affected by one or more of these other matters. However,
based on facts currently available, management believes that the
disposition of these other matters that are pending or asserted
will not have a material adverse effect, individually or in the
aggregate, on the results of operations, financial position or cash
flows of the Company.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/73rFe4
About Arconic Inc.
New York-based Arconic Inc. (NYSE: ARNC), formerly Alcoa Inc. --
http://www.arconic.com/-- is engaged in lightweight metals
engineering and manufacturing. Arconic's products, which include
aluminum, titanium, and nickel, are used worldwide in aerospace,
automotive, commercial transportation, packaging, building and
construction, oil and gas, defense, consumer electronics, and
industrial applications.
Arconic reported a net loss attributable to the Company of $941
million for the year ended Dec. 31, 2016, following a net loss
attributable to the Company of $322 million for the year ended Dec.
31, 2015.
BEASLEY BROADCAST: S&P Affirms 'B+' CCR, Outlook Remains Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit ratings on
Naples, Fla.-based Beasley Broadcast Group Inc. and its subsidiary
Beasley Mezzanine Holdings LLC. The rating outlook is stable.
S&P said, "At the same time, we raised our issue-level rating on
Beasley Mezzanine's senior secured debt to 'BB-' from 'B+' and
revised the recovery rating to '2' from '3'. The '2' recovery
rating indicates our expectation for substantial (70%-90%; rounded
estimate: 75%) recovery of principal and accrued interest for
lenders in the event of a payment default.
"The upgrade reflects the senior secured debtholders' improved
recovery prospects as a result of excess debt repayment following
Beasley's divestiture of radio assets in two North Carolina
markets. Although the debt repayment was a positive for recovery
prospects, the company's leverage remains in-line with our
expectations for the corporate credit rating.
"The stable rating outlook reflects our expectation that Beasley
will maintain adequate liquidity over the next year, with pro forma
adjusted leverage remaining in the mid-4x area due to debt
repayment.
"We could consider a downgrade if deterioration in operating
performance or integration issues causes the company's leverage to
increase to the high-4x area over the next year. We could also
lower the corporate credit rating if the margin of EBITDA covenant
compliance falls below 15%.
"Although unlikely, we could raise the rating if the company
reduces leverage well below 4x and commits to maintaining lower
leverage over the long term while maintaining adequate liquidity.
We could also raise the rating if the company meaningfully
diversifies its business, expands its EBITDA margins, or the radio
industry returns to some modest pace of sustainable growth."
BEAZER HOMES: Fitch Rates $300MM Sr. Unsecured Notes 'B-/RR4'
-------------------------------------------------------------
Fitch Ratings has assigned a 'B-'/'RR4' rating to Beazer Homes USA,
Inc.'s (NYSE: BZH) offering of $300 million senior unsecured notes
due 2027. The notes will rank equally with all of the company's
other senior unsecured debt. BZH intends to use the net proceeds
from the notes offering to fund the repayment of up to $225 million
of its 5.75% senior notes due 2019 and up to $75 million of its
7.25% senior notes due 2023.
The company has commenced cash tender offers for the following
notes:
-- Up to $225 million of its 5.75% senior notes due 2019 at a
tender consideration of $1,030 per $1,000 principal amount of
notes validly tendered and accepted and an additional $30
early tender payment;
-- Up to $75 million of its 7.25% senior notes due 2023 at a
tender consideration of $1,022.75 per $1,000 principal amount
of notes validly tendered and accepted and an additional $30
early tender payment.
The tender offers are subject to the receipt of at least $300
million in gross proceeds from the notes offering.
KEY RATING DRIVERS
BZH's rating is based on the company's execution of its business
model in the current moderately recovering housing environment,
land policies, and geographic diversity. BZH's rating is also
supported by the company's improving credit metrics. Risk factors
include the cyclical nature of the homebuilding industry, the
company's high debt load and, although improving, still weak credit
metrics, particularly its elevated leverage, and its current
over-exposure to the credit-challenged entry level market
(approximately 60% of BZH's customers are first-time home buyers).
Deleveraging Strategy: BZH reduced its total debt by almost $200
million since year-end fiscal 2015 and intends to pay down an
additional $100 million through fiscal 2018. However, leverage
remains elevated with debt/EBITDA at 8.3x and net
debt/capitalization, excluding $100 million of cash classified by
Fitch as restricted for working capital, at 67%. Fitch expects
debt/EBITDA will settle at or below 8x and net debt/capitalization
around 65% by year-end fiscal 2017.
Focus on Growth After Prioritizing Debt Reduction: BZH has
increased investment in land so far this year following lower
spending in fiscal 2016 as the company focused on debt reduction.
For all of fiscal 2017, Fitch expects BZH's total land and
development spending will be meaningfully above the $337 million
spent during fiscal 2016. As a result, Fitch expects BZH will
report cash flow from operations (CFFO) of $60 million to $110
million in fiscal 2017. The company generated $154 million of CFFO
for the latest-12-month (LTM) period ending June 30, 2017 compared
to $163 million in fiscal 2016, negative CFFO of $81.1 million
during fiscal 2015 and negative $160.4 million during fiscal 2014.
The company's average community count declined 6.6% year-over-year
(yoy) as management focused on debt reduction initiatives last
year. The average community count increased by one community
sequentially from the March 2017 quarter. Management believes that
its community count has troughed and expects gradual growth in the
coming quarters. The company intends to grow its community count by
using its capital more efficiently, including activating previously
mothballed land and land held for future development, buying more
land through traditional options, using land banking structures, or
focusing on smaller communities that protect against an eventual
downturn.
Land Position: BZH maintains a 4.1-year supply of lots based on
last-12-months deliveries, 73.1% of which are owned, with the
balance controlled through options. The company's total lot supply
is below the 5.3-year average for the issuers in Fitch's coverage
while the owned-lot supply of 3.1 years is in line with the group
average. Total lots controlled declined 7.6% yoy and fell 3.0%
compared with the previous quarter. Owned lots fell 9.4% yoy while
lots controlled through options declined 1.3% compared with the
same period last year. At June 30, 2017, BZH had 19,768 active
lots, 2,339 lots held for future development and 374 lots held for
sale.
Modest Geographic Diversity: BZH was the 11th largest homebuilder
in 2016 (based on closings) and has active operations in 31 markets
in 13 states across the country. The company ranks among the top 10
builders in a number of its metro markets.
Exposure to Entry Level: BZH has high exposure to the
credit-challenged entry level market, wherein about 60% of its
customers are first-time home buyers. The company is expanding its
Gathering business (targeting active adult buyers) across its
geographic footprint and has accelerated its operational and land
investment to support its rollout.
DERIVATION SUMMARY
BZH has weaker credit metrics, particularly higher leverage, than
most of its peers, including M/I Homes (B+/Positive Outlook) and KB
Home (B+/Positive Outlook) but is better positioned relative to
Hovnanian Enterprises, Inc. (CCC). BZH was the 11th largest
homebuilder in the U.S., delivering 5,419 homes during its FY16.
The company is smaller and less geographically diversified than KB
Home and Hovnanian, but is slightly larger and has better
geographic diversification than M/I Homes. While BZH's customer and
product focus is diversified, it has heavier weighting to the first
time homebuyer segment.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Total housing starts increase 3% (single-family starts improve
8.5%) in 2017 and 5% (single-family starts advance 7.5%) in
2018;
-- BZH reduces debt by $100 million through fiscal 2018;
-- The company's debt to EBITDA settles at or below 8.0x while
net debt to capitalization ratio will be roughtly 65% by year-
end fiscal 2017;
-- Land and development spending in fiscal 2017 is meaningfully
above the $337 million spent in fiscal 2016;
-- BZH generates cash flow from operations of $60 million to $110
million in fiscal 2017.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- BZH's ratings are constrained in the intermediate term due to
weak credit metrics and high leverage. However, positive
rating actions may be considered if the recovery in housing is
maintained and is meaningfully better than Fitch's current
outlook, BZH shows continuous improvement in credit metrics
(including net debt/capitalization below 60%, debt/EBITDA
consistently below 8x and interest coverage above 2x), and the
company preserves a healthy liquidity position.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- BZH is unable to favorably refinance its 2019 senior note
maturity well ahead of its due date, leading to a meaningfully
diminished liquidity position. Moreover, Fitch may consider
negative rating actions if the company's credit metrics
deteriorate from current levels, including debt/EBITDA
consistently above 10x and interest coverage below 1x.
LIQUIDITY
Good Liquidity: BZH ended the June 2017 quarter with $168.4 million
of unrestricted cash and $140.1 million of borrowing availability
under its $180 million secured revolving credit facility that
matures in February 2019. Fitch expects BZH will maintain
unrestricted cash and revolver availability of at least $200
million to $250 million in the near to intermediate term.
Well-Laddered Debt Maturity Schedule: BZH completed several
transactions during the past twelve months that pushed out its debt
maturities and lessened refinancing risk relating to debt maturing
in 2018 and 2019. The company's next debt maturity is in June 2019,
when $321.4 million of senior notes become due. The proposed notes
offering and the announced tender offer further pushes out the
company's debt maturities.
FULL LIST OF RATING ACTIONS
Fitch currently rates Beazer Homes USA, Inc. as follows:
-- Long-Term Issuer Default Rating (IDR) 'B-';
-- Secured revolver 'BB-'/'RR1';
-- Senior unsecured notes 'B-'/'RR4';
-- Junior subordinated debt 'CCC'/'RR6'.
The Rating Outlook is Stable.
Recovery Analysis
The recovery analysis assumes that BZH would be considered a going
concern in bankruptcy and that the company would be reorganized
rather than liquidated. Fitch has assumed a 10% administrative
claim.
GOING-CONCERN APPROACH
-- Fitch assumed a going concern EBITDA of about $160 million,
which is consistent with the LTM EBITDA. The going concern
EBITDA estimate reflects Fitch's view of a sustainable, post-
reorganization EBITDA level upon which we base the valuation
of the company.
-- An EV multiple of 6x is used to calculate a post-
reorganization valuation and reflects a mid-cycle multiple.
During 2001-2004, the trading multiples for issuers in Fitch's
coverage averaged around 6.4x. The average EV multiples of
homebuilders in Fitch's coverage is 9.5x using 2017 forecasts
and 8.5x using 2018 projections.
-- BZH's $180 million revolving credit facility, which is assumed
to be 100% drawn, is collateralized with roughly $800 million
of inventory on a first-lien basis and receives full recovery,
leading to a rating of 'BB-'/'RR1'.
-- BZH's unsecured indebtedness includes $104.3 million of
performance bonds, which is 50% of the total outstanding as of
June 30, 2017.
-- Fitch calculates the recovery prospects for the senior
unsecured debt holders in the 30%-50% range, which results in
the senior unsecured notes rated 'B-/RR4'.
-- Fitch assumes that the junior subordinated notes have a 0% to
10% recovery and are notched down two levels from the IDR to
'CCC/RR6'.
BEAZER HOMES: S&P Rates New $300MM Senior Unsecured Notes 'B-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '4'
recovery rating to Beazer Homes USA Inc's proposed $300 million
senior unsecured notes due 2027. The '4' recovery rating indicates
S&P's expectation for average (30%-50%; rounded estimate: 45%)
recovery for bondholders in the event of a payment default.
S&P expects that the company will use the proceeds from the
issuance to, together with cash on hand, fund a cash tender offer
of up to $225 million aggregate principal amount of its 2019 notes
and up to $75 million aggregate principal amount of its 2023
notes.
For a more detailed view of S&P's credit opinion, please see its
most recent summary analysis on Beazer Homes USA Inc., published
Aug. 11, 2017, on RatingsDirect.
RATINGS LIST
Beazer Homes USA Inc. Corporate Credit Rating B-/Stable/--
New Rating
Beazer Homes USA Inc.
Senior Unsecured
$300 mil notes due 2027 B-
Recovery Rating 4(45%)
BLACKSTONE CQP: S&P Assigns 'B' Rating on New $300MM Secured Notes
------------------------------------------------------------------
S&P Global Ratings said that it assigned a 'B' rating to $300
million of senior secured notes due in 2021 issued by Blackstone
CQP Holdco LP (BXCQP). The '3' recovery rating indicates S&P's
expectation that lenders would receive meaningful recovery
(50%-70%; rounded estimate: 60%) if a payment default occurs.
BXCQP is rated under S&P Global Ratings' Non-Controlling Equity
Interest (NCEI) criteria, which are used to rate debt instruments
issued by entities that own shares in one or more other entities
(the investee company). The starting point for the rating on the
securities issued by BCP is the 'BB' corporate credit rating on
Cheniere Energy Partners L.P. (CQP).
The 'B' corporate credit rating reflects the differentiated credit
quality between BXCQP and that of CQP, of which BXCQP owns
approximately 40%. There are no other substantive assets at BXCQP.
The differential reflects the structural subordination of BXCQP's
debt relative to CQP's underlying cash flows and cash flow
stability, BXCQP's level of influence on CQP corporate governance
and financial policy, BXCQP's financial ratios, and BXCQP's ability
to liquidate its investments in CQP to repay debt. S&P views CQP's
underlying cash flows as stable because of its contracted cash flow
backed by take-or-pay agreements with investment grade
counterparties.
CQP owns Sabine Pass Liquefaction LLC (SPL; BBB-), a project
financing of an LNG facility on the U.S. Gulf Coast earning stable
revenue through long-term sale and purchase agreements (SPAs);
Sabine Pass LNG L.P. (SPLNG), a related regasification facility;
and Cheniere Creole Trail Pipeline L.P. (CTPL), a dedicated
bidirectional natural gas pipeline that serves SPL and SPLNG.
S&P said, "The stable outlook on BXCQP reflects our expectation of
steady distributions and our view of modest distribution growth. We
forecast adequate liquidity and expect stand-alone leverage to
exceed 4x through 2019.
"We could lower the ratings if BXCQP faces liquidity challenges
resulting from lower-than-expected distributions. This could occur
if Sabine Pass experiences significant operational challenges such
that cash flows distributed to the partnership are lower than
expected.
"We could consider higher ratings over time if distributions grow
at a quicker pace than expected and excess cash flow is used to
reduce debt, resulting in adjusted leverage being sustained below
3x. We could also consider higher ratings if we raise the corporate
credit rating on CQP."
BLUE CHIP VENTURES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Blue Chip Ventures LLC
203-205 Cabrini Boulevard
New York, NY 10033
Type of Business: Blue Chip Ventures LLC listed its business as
a Single Asset Real Estate (as defined in
11 U.S.C. Section 101(51B)), whose principal
place of business is located at 578 Driggs
Avenue, Brooklyn, New York, 11211.
Chapter 11 Petition Date: September 25, 2017
Case No.: 17-12686
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtor's Counsel: Isaac Nutovic, Esq.
NUTOVIC & ASSOCIATES
261 Madison Avenue, 26th Floor
New York, NY 10016
Tel: (212) 421-9100
Email: INutovic@Nutovic.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Melvin Caro, managing member.
The Debtor did not file a list of its 20 largest unsecured
creditors on the Petition Date.
A full-text copy of Blue Chip Ventures' petition is available for
free at:
http://bankrupt.com/misc/nysb17-12686.pdf
BLUFF CREEK: Hires Bond Botes' McNutt as Local Counsel
------------------------------------------------------
Bluff Creek Timber Co., LLC, seeks authority from the US Bankruptcy
Court for the Northern District of Alabama, Northern Division, to
employ B. Grant McNutt as local counsel to assist in hearings on
any motions and/or adversary proceeding complaints as may be
necessary to the proper administration of the Estate during the
Chapter 11 case, to represent the Estate in any resulting trial,
and to prepare necessary orders and documents.
Mr. McNutt attests that he is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code and he is
qualified to act as attorney in this case.
Mr. McNutt's hourly billing rate is $295.
The Counsel can be reached through:
B. Grant McNutt, Esq.
Bond, Botes, Sykstus, Tanner & Ezzell P.C.
605 Bank St NE
Decatur, AL 35601
Phone: (256) 355-2447
Fax: (256) 260-0295
About Bluff Creek Timber Co.
Bluff Creek Timber Co., LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ala. Case No. 17-82652) on Sept. 6, 2017,
estimating its assets at between $100,001 and $500,000 and
liabilities at between $500,001 and $1 million. Tazewell Shepard,
Esq., at Tazewell Shepard, P.C., serves as the Debtor's bankruptcy
counsel.
BLUFF CREEK: Taps Tazewell Shepard as Bankruptcy Counsel
--------------------------------------------------------
Bluff Creek Timber Co., LLC, seeks authority from the US Bankruptcy
Court for the Northern District of Alabama, Northern Division, to
employ Tazewell Shepard, P.C., to:
-- assist in drafting a disclosure statement and plan of
reorganization,
-- file any motions and/or adversary proceeding complaints as
may be necessary to the proper administration of the Estate during
the Chapter 11 case,
-- represent the Estate in any resulting trial and the various
hearings through confirmation and to prepare necessary orders and
documents.
The employment of Tazewell T. Shepard, Kevin M. Morris and Tazewell
T. Shepard IV, as attorneys would be in the best interest of the
Chapter 11 Estate because the creditors are from numerous places
and would as a practical matter be unable to participate in the
selection of an attorney for the Estate.
The hourly billing rate for Mr. Shepard is $325, for Mr. Morris is
$295, and for Mr. Shepard IV is $250.
Tazewell T. Shepard, Kevin M. Morris and Tazewell T. Shepard IV,
are each a duly qualified attorney in and under the laws of the
State of Alabama, duly admitted to practice before the courts of
the State of Alabama, a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, and qualified to
act as attorney in this case.
The Counsels can be reached through:
Tazewell Shepard, Esq.
Kevin M. Morris, Esq.
Tazewell T. Shepard IV, Esq.
TAZEWELL SHEPARD, P.C.
303 Williams Avenue Sw 1411
Huntsville, AL 35801
Phone: (256) 273-4873
E-mail: taze@ssmattorneys.com
About Bluff Creek Timber Co.
Bluff Creek Timber Co., LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ala. Case No. 17-82652) on Sept. 6, 2017,
estimating its assets at between $100,001 and $500,000 and
liabilities at between $500,001 and $1 million. Tazewell Shepard,
Esq., at Tazewell Shepard, P.C., serves as the Debtor's bankruptcy
counsel.
BROWN MEDICAL: B. Wice, et al.'s Bid for Final Judgment Denied
--------------------------------------------------------------
Elizabeth Guffy, the Plan Agent under the confirmed Chapter 11 Plan
of Liquidation in the Brown Medical Center, Inc. bankruptcy, filed
the adversary proceeding captioned ELIZABETH M. GUFFY, Plan Agent,
Plaintiff, v. DICK DEGUERIN, et al., Defendants, Adversary No.
15-3228 (Bankr. S.D. Tex.) seeking to avoid certain attorney's fee
and litigation expense payments as fraudulent transfers.
The case is now before Judge Nancy F. Atlas of the U.S. District
Court for the Southern District of Texas on the "Motion for Final
Judgment on Extinguished Claim, Alternatively for Full Settlement
Credit and the "Motion to Reconsider Motion for Summary Judgment
Due to Settlement by Defendant Dick DeGuerin" filed by Defendants
Brian Wice and Cathy E. Bennett & Associates, Inc., to which the
Plan Agent filed Responses. Wice and Bennett neither filed a reply
nor requested additional time to do so.
Having reviewed the record and the applicable legal authorities,
Judge Atlas denies both pending motions.
Judge Atlas asserts that there remain genuine issues of material
fact regarding whether Wice and Bennett were initial transferees of
the BMC funds or were subsequent transferees entitled to assert a
good faith defense. The Plan Agent is not judicially estopped to
argue that Wice and Bennett are initial transferees, having
asserted their initial transferee status as an alternative position
throughout this litigation. The Plan Agent's settlement with
DeGuerin does not extinguish or otherwise affect the Plan Agent's
claims against Wice and Bennett.
Thus, Judge Atlas denies both motions and the case remains
scheduled for docket call on Nov. 13, 2017.
The bankruptcy case is BROWN MEDICAL CENTER, INC., Debtor.
ELIZABETH M. GUFFY, Plan Agent, Plaintiff, v. DICK DEGUERIN, et
al., Defendants, Civil Action No. 16-0043 (S.D. Tex.).
A full-text copy of Judge Atlas' Memorandum and Order dated Sept.
15, 2017, is available at https://is.gd/xAvHFi from Leagle.com.
Brown Medical Center, Inc., represented by Spencer D. Solomon --
ssolomon@nathansommers.com -- Nathan Sommers Jacobs PC.
Elizabeth Guffy, Plaintiff, represented by Aaron J. Power --
apower@porterhedges.com -- Porter Hedges LLP, Amy Kathleen
Wolfshohl -- awolfshohl@porterhedges.com -- Porter Hedges, Joshua
Walton Wolfshohl --jwolfshohl@porterhedges.com -- Porter Hedges
LLP, Stephanie Lindsay Holcombe -- sholcombe@porterhedges.com --
Porter Hedges LLP, Brandon John Tittle -- btittle@porterhedges.com
-- Porter Hedges LLP & Jonna Noel Summers --
jsummers@porterhedges.com -- Porter Hedges LLP.
Dick DeGuerin, Defendant, represented by Dan Lamar Cogdell --
dan@cogdell-law.com -- Cogdell Law Firm, PLLC & Neal Andrew Davis,
Attorney At Law.
DeGuerin Dickson Hennessy & Ward, Defendant, represented by Dan
Lamar Cogdell, Cogdell Law Firm, PLLC & Neal Andrew Davis, Attorney
At Law.
DeGuerin & Dickson, Defendant, represented by Dan Lamar Cogdell,
Cogdell Law Firm, PLLC & Neal Andrew Davis, Attorney At Law.
Moritz & Associates, Inc, Defendant, represented by Joan Kehlhof,
Wist Holland et al.
Katherine Scardino, Defendant, represented by Jimmy R. Phillips,
Jr. -- jphillips@brookspierce.com -- Attorney at Law.
Brian Wice, Defendant, Pro Se.
Catherine Baen, Defendant, represented by Michael L. Weems --
mweems@hwa.com -- HughesWattersAskanase & Simon Richard Mayer --
smayer@hwa.com -- Hughes Watters Askanase LLP.
Dick DeGuerin, Defendant, represented by Dan Lamar Cogdell, Cogdell
Law Firm, PLLC & Neal Andrew Davis, Attorney At Law.
Certified Appraisers, Inc, Defendant, represented by Christian M.
Sternat -- chrissternat@hotmail.com -- Attorney at Law.
Dick DeGuerin d/b/a DeGuerin Dickson Hennessy & Ward, f/d/b/a
DeGuerin & Dickson, Defendant, represented by Dan Lamar Cogdell,
Cogdell Law Firm, PLLC & Neal Andrew Davis, Attorney At Law.
About Brown Medical
Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities. The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.). The case is assigned to Judge Marvin Isgur.
Brown Medical Center is represented by Spencer D. Solomon, Esq., at
Nathan Sommers Jacobs, P.C., in Houston, Texas.
In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee. The trustee hired Porter
Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F. Higgins,
Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas, Esq., J.
Patrick LaRue, Esq., and Craig M. Bergez, as counsel. The trustee
tapped The Claro Group, LLC, as financial advisor and consultant.
In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities. Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a
pre-bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.
The plan of liquidation filed by the Chapter 11 trustee became
effective on Oct. 1, 2014. Under the Plan, the remaining assets,
including cash and the right to receive a portion of the net
proceeds from ongoing collection of accounts receivable, will
vestin the "liquidating debtor" -- the company after the effective
date of the plan.
CAESARS ENTERTAINMENT: Claims Compromise With Mississippi Approved
------------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving Caesars Entertainment Operating Company's (CEOC)
compromise or settlement, per Rule 9019, between CEOC and the State
of Mississippi. As previously reported, "The 'in lieu' assessment
payments claimed by Mississippi as administrative expense claims
for years 2016, 2017, and 2018, in aggregate, amount to no less
than $1,889,000. Subject to Mississippi successfully selling its
remaining Allowed Claim as set forth in the Settlement Agreement,
upon the Agreement Effective Date, in full and final satisfaction,
settlement, and release of the Mississippi Claims: (a) Claim 5405
shall be allowed as a general unsecured claim in the amount of
$3,020,000 (the 'Allowed Claim'); (b) the Mississippi Claims other
than Claim 5405 in its reduced amount (collectively, the 'Expunged
Claims') shall be disallowed and expunged in their entirety; (c)
the Debtors' notice and claims agent shall be authorized to update
the claims register to reflect such treatment; (d) the Allowed
Claim shall be treated as a Class I Undisputed Unsecured Claim
against CEOC in accordance with the terms set forth in the Plan;
and (e) Mississippi shall not be entitled to an administrative
expense claim for any claims. If the Allowed Claim is not sold by
Mississippi or its broker for $1.975 million in cash on or prior to
the effective date of the Plan or such later date as agreed on by
the Parties, the Settlement Agreement shall be void ab initio, and
the Mississippi Claims shall be reinstated as though the Settlement
Agreement did not exist. Moreover, the Settlement Agreement will
reduce the aggregate amount of the Mississippi Claims by more than
$23 million, thus benefiting other unsecured creditors at CEOC that
will receive Plan recoveries from the same cash and security pools.
This reduction in potential claims facilitates the Debtors'
efforts to satisfy the condition precedent in the Plan that the
aggregate amount of allowed unsecured claims in Class I, Class J,
Class K, and Class L will not exceed $350 million."
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies. Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names. The Company has its
corporate headquarters in Las Vegas. Harrah's announced its
re-branding to Caesar's in mid-November 2010.
In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors. As a result, the RSA became effective
pursuant to its terms as of Jan. 9, 2015.
Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015. The bondholders are represented
By Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
LLP.
CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.
Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.
Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is
the Debtors' restructuring advisors. Prime Clerk LLC acts as the
Debtors' notice and claims agent. Judge Benjamin Goldgar presides
over the cases.
The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.
The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.
The examiner retained Winston & Strawn LLP, as his counsel;
Alvarez & Marsal Global Forensic and Dispute Services, LLC, as
financial advisor; and Luskin, Stern & Eisler LLP, as special
conflicts counsel.
* * *
On Jan. 17, 2017, the U.S. Bankruptcy Court for the Northern
District of Illinois confirmed the Third Amended Joint Plan of
Reorganization of the Debtors.
CENTURYLINK INC: Bank Debt Trades at 2% Off
-------------------------------------------
Participations in a syndicated loan under CenturyLink Inc is a
borrower traded in the secondary market at 97.68
cents-on-the-dollar during the week ended Friday, September 1,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.54 percentage points
from the previous week. CenturyLink Inc pays 275 basis points
above LIBOR to borrow under the $6.0 billion facility. The bank
loan matures on Jan. 18, 2025 and carries Moody's Ba3 rating and
Standard & Poor's BBB- 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 September
1.
CHARAH LLC: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating to Charah, LLC.
Concurrently, Moody's assigned a B2 rating to Charah's proposed
first-lien senior secured term loan. The rating outlook is stable.
The rating assignments follow the company's plan to issue a $250
million senior secured term loan to help fund a $115 million
shareholder distribution and repay existing debt. Charah is
majority owned by Bernhard Capital Partners after the private
equity firm acquired an equity stake in the company in January
2017.
Moody's took the following rating actions on Charah, LLC:
- Corporate Family Rating assigned at B2
- Probability of Default Rating assigned at B2-PD
- First-Lien Gtd Senior Secured Term Loan assigned at B2 (LGD4)
- Rating outlook stable
RATINGS RATIONALE
The B2 CFR reflects Charah's limited scale with a niche focus,
modest margins that are expected to weaken over the next 18 months
and free cash flow that has historically been volatile, impacted by
large working capital swings. The company is less than three years
out from having a total revenue base of only $120 million,
highlighting the limited track record operating at the projected
scale. As a result, the anticipated ramp in the new nuclear
maintenance, modification and construction (MMC Services) revenues
and potential lumpiness in Environmental Services awards beyond
2018 could present challenges. Charah's base coal ash disposal
business is relatively stable but subject to long-term secular
decline as power generation gradually shifts away from coal. The
company has grown significantly in recent years as several high
profile coal ash pond failures led to stepped up federal and state
regulations establishing proper ash pond closure requirements.
Charah has been working on new pond remediation projects with the
highest potential failure and environmental risks with successful
execution likely leading to additional contract awards. However,
the company is highly dependent on winning new business as the
existing remediation backlog drops off considerably in 2019.
The B2 is supported by the continued importance of coal as a source
of US-powered energy, increasing environmental regulations
pertaining to coal ash management (handling, disposal and ash
pond/landfill remediation) and Charah's high percentage of
contracted revenues through 2018 with several regulated, blue-chip
utilities that have long-running coal-powered plants. Charah
started work in mid-2017 on a new multi-year nuclear facility
outsourcing contract for routine maintenance services that will
also add significantly to the revenue base, but this MMC Services
business generates low margins on a largely predictable revenue
stream. MMC Services is a new business line for Charah, but it will
be run by individuals with industry experience.
Debt-to-EBITDA leverage incorporating Moody's standard adjustments
is in the 3.5x range based on the latest twelve months of
operations and pro forma for the new MMC Services contract. While
this level of leverage is moderate for the rating level, dependence
on project-related environmental services work is likely to create
earnings and credit metric volatility. The proposed term loan also
more than doubles Charah's current total debt position at a time
the company is undergoing meaningful changes to its scale and
scope. The sizable dividend less than one year after the sponsor's
investment is also aggressive from a financial policy standpoint.
Charah provides critical on-site maintenance services for the
regulated power generation utility industry. The company offers a
complete line of coal ash management services to the coal-fired
electric utility industry including landfill construction,
management and operation, bottom and fly ash processing and
marketing and ash pond management. The rating benefits from the
company's leading market position in coal combustion residual
management and expectations that the large number of coal plants in
the US requiring ash pond remediation will provide business
opportunities despite the long-term decline in coal-powered
utilities. Other favorable end-market drivers include the fact that
coal and nuclear-powered utilities are expected to remain important
producers of US electricity for the foreseeable future and that
both are increasingly outsourcing non-core plant activities to
third party service providers, particularly when it comes to
environmental compliance.
The company's modest margins, expected to decline through 2018 as
the higher-volume, lower-margin MMC Services revenues come online,
are somewhat offset by the contracted nature of the revenue base.
Additionally, Charah's primary customers have legacy
regulatory/environmental liabilities that include coal ash
remediation that will ultimately need to be addressed. Charah, with
its longstanding relationships with many of these utilities, is
well-positioned to benefit from this potential spending.
Charah has adequate liquidity despite a historically minimal cash
position as free cash flow is expected to exceed $30 million over
the next twelve months, augmented by costs in excess of billings
winding down from previously completed work and capital
expenditures settling into the 1-3% range of total revenues. Free
cash flow has historically been volatile and was negative on a
cumulative basis over the last three years in part because of
working capital usage. Concurrent with the funding of the proposed
term loan, Charah will raise a $45 million asset-backed lending
(ABL) facility (unrated) set to expire in 2022. The ABL is expected
to have full availability at transaction close, however Moody's
anticipates availability to fluctuate as the facility is used to
help fund project-based capital expenditures and potential costs in
excess of billings tied to larger projects. The ABL contains a
springing fixed charge covenant when availability falls below 15%
of the facility ($6.75 million) whereas the term loan does not
contain any financial maintenance covenants. There are no near-term
debt maturities with $12.5 million of annual amortization payments
required on the term loan. With the ABL and secured term loan,
there are limited sources of alternate liquidity as substantially
all assets are pledged.
The rating outlook is stable, reflecting Moody's expectations that
Charah will continue to win new business, particularly in the
Environmental Services segment, and that cash flow will not only
improve but become more consistent over the next 12-18 months. The
outlook also reflects that after netting the dilution impact from a
full year of the lower-margin MMC Services revenues, the EBITDA
margin will stabilize in the low-double digit range heading into
2019.
Higher than anticipated growth in margins and cash flow generation,
boosted by increasing demand for Environmental Services work,
namely ash pond and landfill development and remediation, could
result in positive rating pressure. Lower leverage and a stronger
liquidity position would also be viewed favorably. A more
conservative financial policy and building a sustained track record
of improving results would be important when considering upward
rating mobility. The inability to continue winning new awards to
sustain the revenue and earnings base would result in negative
rating pressure. Additionally, the ratings could be downgraded if
debt-to-EBITDA approaches 5x or if the EBITDA margin continues to
fall after the MMC Services impact. An inability to sustain
meaningfully positive free cash flow or a weakening of the
liquidity position would also result in negative rating action.
Charah, LLC (Charah) provides a complete line of coal ash
management services to the coal-fired electric utility industry
including landfill construction, management and operation, bottom
and fly ash processing and marketing and ash pond management. In
addition, the company initiated routine maintenance and
modifications services for the nuclear powered utility industry in
2017. Revenues for the fiscal year ended December 31, 2017 are
expected to be in the $450 million range, climbing above $750
million in 2018 with a full year of MMC Services.
The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.
CHRIS CARLSON: Taps Foulston Siefkin as Litigation Counsel
----------------------------------------------------------
Chris Carlson Hot Rods, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire Foulston Siefkin LLP as
its special counsel.
The firm will represent the Debtor in three separate lawsuits filed
by National Catastrophe Restoration, Inc., Alfred Suraci and Philip
Hayes. The Debtor is also in the process of settling a property
claim for damages with Arch Insurance and needs legal assistance
from the firm.
Kyle Steadman, Esq., the attorney who will represent the Debtor,
will charge $330 per hour. Associate attorneys' rate is $215 per
hour.
No member or attorney of the firm holds or represents any interest
adverse to the Debtor's estate, according to court filings.
The firm can be reached through:
Kyle J. Steadman, Esq.
Foulston Siefkin LLP
1551 N. Waterfront Parkway, Suite 100
Wichita, KS 67206
Phone: +1 316-267-6371
About Chris Carlson Hot Rods LLC
Chris Carlson Hot Rods, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case No. 17-11660) on August
28, 2017. Christopher Carlson, its manager, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $500,000 and liabilities of less than
$1 million.
Judge Robert E. Nugent presides over the case. Eron Law P.A.
represents the Debtor as bankruptcy counsel.
On September 20, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
CIBER INC: Files Liquidation Analysis
-------------------------------------
BankruptcyData.com reported that Ciber Inc. filed with the U.S.
Bankruptcy Court a liquidation analysis. The notice states, "The
Liquidation Analysis was prepared solely to assist the Bankruptcy
Court in making the legal determination required by section
1129(a)(7) of the Bankruptcy Code, and it should not be used for
any other purpose . . . The first step in determining whether the
best interests test has been satisfied is to determine the
estimated amount of Cash that would be generated from liquidating
the Debtors' assets in Chapter 7. The gross amount of Cash
available to the Holders of Claims against, and Interests in, the
Debtors is the sum of the Cash held by the Debtors at the time of
the commencement of the Chapter 7 cases. The second step is to
satisfy secured claims (to the extent of the value of the
underlying collateral) and administrative expenses associated with
the Chapter 7 liquidation. The third step is to allocate any
remaining Cash to Holders of Claims and Interests in accordance
with the priorities set forth in section 726 of the Bankruptcy
Code….The Liquidation Analysis assumes that the wind-down of the
Debtors will last for one year, during which time the assets of the
Estates would be liquidated and distributed to creditors and, if
applicable, interest holders, and certain litigation claims would
be pursued. The Debtors' cost of liquidation under Chapter 7 would
include fees payable to a Chapter 7 trustee, as well as overhead
costs and fees that would be payable to attorneys and other
professionals in the Chapter 7 cases . . . . As of the Conversion
Date, the Debtors are assumed to have a Cash balance of
$29,532,000. This amount is the result of (a) an estimated Cash
balance of $39,112,000 on September 23, 2017, plus (b) $1,047,000
in Cash receipts that are estimated to be collected prior to the
Conversion Date, less (c) $10,627,000 in expenses that are
estimated to be incurred prior to the Conversion Date. Wind-down
expenses deemed necessary to operate the Debtors during the
pendency of the Chapter 7 liquidation include $465,000 in payroll
and other benefits for employees who would be needed to help
administer the liquidation and between $290,000 and $540,000 in
other operating expenses. The Liquidation Analysis assumes that
there will be between $45,024,000 and $71,871,000 in Allowed
General Unsecured Claims on the Conversion Date."
About CIBER Inc.
CIBER, Inc. — http://www.ciber.com/— is a global information
technology consulting, services and outsourcing company.
CIBER, Inc., and two other affiliates sought bankruptcy protection
on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). The
petition was signed by Christian Mezger, chief financial officer.
The Debtors disclosed total assets of $334.2 million and total
liabilities of $171.9 million as of Sept. 30, 2016.
The Hon. Brendan Linehan Shannon presides over the case.
Morrison & Foerster LLP is the Debtors' lead bankruptcy counsel.
Polsinelli, PC, serves as co-counsel while Saul Ewing LLP serves as
local counsel. The Debtors also hired Houlihan Lokey as investment
banker and financial advisor; Alvarez & Marsal North America, LLC,
as restructuring advisor; and Prime Clerk LLC as noticing and
claims agent.
An official committee of unsecured creditors has been appointed in
the Chapter 11 case. The committee retained Perkins Coie, LLP, as
bankruptcy counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel;
and BDO Consulting as financial advisor.
CLINE GRAIN: Sale of 1,431 Acres to US Agriculture for $9.7M Okayed
-------------------------------------------------------------------
Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized the private sale by Allen
L. Cline and Teresa A. Cline and Michael B. Cline and Kimberly A.
Cline of their parcels of real estate farm land in Montgomery and
Boone and Counties, Indiana, which is comprised of approximately
1,431.2 gross acres and 1,358.2 acres of tillable land ("Remaining
Farm Land") to US Agriculture, LLC for $9,676,702.
A hearing on the Motion was held on Sept. 18, 2017.
The Debtors are authorized to Exchange the Bamish Montgomery
Collateral for the Hackett Trade Land.
The Farm Land is to be sold or exchanged "as-is" with no express or
implied warranty, and free and clear of all liens, claims,
interests and encumbrances, with any interests to attach to the
proceeds of the Sale and Exchange.
The granting of the Sale Motion does not in any way supersede or
overrule that certain Amended Agreed Entry as and between MetLife,
Wells Fargo and all of the Individual Debtors, which remains
enforceable by the parties thereto according to its terms.
The Debtors are directed to hold the net proceeds in escrow subject
to further order of the Court. Notwithstanding the forgoing, the
Debtors will pay the following secured creditors' claims up to the
full amount of their claims at closing on the Sale: Wells Fargo,
MetLife, and Bamish; provided, however, that the proceeds
representing the Bamish Equity will not be distributed to Wells
Fargo or MetLife.
The 14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.
The Debtors are directed to file a report of sale within 15 days of
closing on the Farm Land.
About Cline Grain, Inc.
Cline Grain, Inc., and several affiliated entities sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-80004) on Jan. 3, 2017. The
debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005),
New Winchester Properties, LLC (17-80006), Michael B. Cline and
Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa
A. Cline (Case No. 17-00014). Allen Cline, as authorized
representative, signed the petitions.
The cases are assigned to Judge Jeffrey J. Graham.
The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.
Cline Grain, Inc., estimated under $50,000 in assets and $1 million
to $10 million in liabilities. Cline Transport, Inc., estimated
between $500,000 to $1 million in assets, while New Winchester
Properties listed $10 million to $50 million in assets. Both
debtors estimated $1 million to $10 million in liabilities.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
COOK INVESTMENTS: Court Denies to Stay Plan Confirmation Order
--------------------------------------------------------------
The Hon. Benjamin H. Settle of the U.S. District Court, Western
District of Washington, Tacoma, denies Appellant Gail Brehm
Geiger's, Acting United States Trustee for Region 18, motion to
stay the Bankruptcy Court's confirmation of Cook Investments NW,
SPNWY, LLC's Plan pending appeal because Trustee has failed to meet
her burden to show that a stay is warranted.
On January 18, 2017, the Trustee moved to dismiss the Chapter 11
petition, alleging, among other things, that the Debtor entered
into a lease with a commercial grower of marijuana, N.T. Pawloski
LLC d/b/a Green Haven. The Trustee argued that the petition should
be dismissed for gross mismanagement of the estate because leasing
a premises to an entity that grows marijuana violates the
Controlled Substances Act.
The bankruptcy court denied the motion with leave to renew because
the Debtor asserted that it could propose a plan that specifically
rejected the Green Haven lease. Accordingly, on March 28, 2017, the
Debtor filed a second amended plan of reorganization, and
thereafter filed a motion for order authorizing rejection of
unexpired lease.
On April 27, 2017, the Trustee filed an objection to the Plan
arguing that "any confirmation order and related plan injunctions
entered in this case would tacitly promote ongoing criminal
conduct" regardless of whether the Plan accepted or rejected the
Green Haven lease. The Trustee sought rejection of the Plan because
it did "not meet the confirmation requirements of the Bankruptcy
Code.
On May 22, 2017, the bankruptcy court granted the motion to reject
the Green Haven lease and deemed the lease "rejected pursuant to
Bankruptcy Code Section 365(a), effective immediately." The court
also approved the Plan, and on June 21, 2017, the court confirmed
the Plan. Trustee's appeal followed.
On June 28, 2017, the Trustee moved for a stay pending appeal,
which the bankruptcy court denied. Again, on July 27, 2017, the
Trustee filed a motion for a stay pending resolution of the appeal.
The question of whether a stay pending appeal is warranted requires
consideration of four factors: (1) whether the stay applicant has
made a strong showing that he is likely to succeed on the merits;
(2) whether the applicant will be irreparably injured absent a
stay; (3) whether issuance of the stay will substantially injure
the other parties interested in the proceeding; and (4) where the
public interest lies.
The Court finds that the Trustee is seeking a rule of law that
extends to violations of law beyond the explicit scope of the
proposed plan -- because of alleged tangential violations of
non-bankruptcy law. The Court notes that the Trustee does not
assert that a provision of the Plan violates a particular federal
or state law. Instead, the Court finds that the Plan provides for
sufficient payment to creditors without the inclusion of the
monthly proceeds from the Green Haven lease. Thus, the Court
maintains that the proposal of the plan was not obtained by a means
forbidden by law.
In addition, the Court determines that although the alleged
violation in this case was undisputed, the bankruptcy court
rejected the Green Haven lease, which prevents the Debtor from
relying on that income to obtain an agreed-upon Chapter 11
reorganization. Thus, the Court finds that the Trustee has failed
to show a likelihood of success on the merits.
When the Trustee moved for a stay pending appeal in the bankruptcy
court, she asserted that "a stay is needed to prevent the
perception of a tacit federal judicial approval of criminal
conduct" as well as the argument that the creditors were at risk if
a federal criminal prosecution was brought against the Debtor.
Therefore, the Court maintains that contrary to the Trustee's
position, the reorganization of the Debtor and payment to the
creditors is the most important aspect of a Chapter 11 bankruptcy.
The Court points out that the concerns of the Trustee on matters
tangential to the reorganization plan should not "derail a
successful plan of reorganization." Therefore, the Court agrees
with the bankruptcy court that the Trustee has failed to meet her
burden on this factor.
The Court finds that the Trustee ignores the public interest of the
local state. The Court points out that the legalization of
recreational marijuana was enacted by the people of Washington. As
such, this portion of the public does not have an interest in
implementing every arm of the federal government to overcome the
will of those who freely voted for the legalization of recreational
marijuana.
Moreover, the Court also explains that since the bankruptcy court
specifically rejected the income from the contested business, the
public interest lies in respecting that official rejection instead
of claiming that the rejection was only symbolic and that, in
reality, the official rejection was a tacit endorsement of ongoing
criminal violations. Therefore, the Court concludes that this
factor does not weigh in favor of a stay.
The appealed case is In re COOK INVESTMENTS NW, SPNWY, LLC., et
al., Debtors, GAIL BREHM GEIGER, Acting United States Trustee for
Region 18, Appellant, v. COOK INVESTMENTS NW, SPNWY, LLC., et al.,
Appellees, Case No. 17-5516 BHS, (W.D. Wash.).
A full-text copy of the Order dated August 24, 2017, is available
at https://is.gd/uRS2gA from Leagle.com.
Gail Brehm Geiger, Appellant, represented by James D. Perkins,
USDOJ, UNITED STATES TRUSTEE PROGRAM.
Gail Brehm Geiger, Appellant, represented by Hilary Bramwell Mohr,
US TRUSTEE'S OFFICE & Thomas Buford, US TRUSTEE'S OFFICE.
Cook Investments NW, SPNWY, LLC, Appellee, represented by James
Leslie Day, BUSH STROUT & KORNFELD & Katriana L. Samiljan, BUSH
STROUT & KORNFELD LLP.
Cook Investments NW, FERN, LLC, Appellee, represented by James
Leslie Day, BUSH STROUT & KORNFELD & Katriana L. Samiljan, BUSH
STROUT & KORNFELD LLP.
Cook Investments NW, LLC, Appellee, represented by James Leslie
Day, BUSH STROUT & KORNFELD & Katriana L. Samiljan, BUSH STROUT &
KORNFELD LLP.
Cook Investments NW, DARR, LLC, Appellee, represented by James
Leslie Day, BUSH STROUT & KORNFELD & Katriana L. Samiljan, BUSH
STROUT & KORNFELD LLP.
Cook Investments NW, ARL, LLC, Appellee, represented by James
Leslie Day, BUSH STROUT & KORNFELD & Katriana L. Samiljan, BUSH
STROUT & KORNFELD LLP.
Bankruptcy Appeals (TAC), Interested Party, Pro Se.
About Cook Investments NW, SPNWY
Cook Investments NW, SPNWY, LLC and four of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. W.D.WA. Lead Case No.
16-44782) on November 21, 2016. The petitions were signed by
Michael Cook, sole member.
In its petition, Cook Investments NW, SPNWY estimated $1 million to
$10 million in both assets and liabilities.
Judge Brian D. Lynch presides over the cases. Bush Kornfeld LLP
represents the Debtors as counsel.
CRANBERRY GROWERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cranberry Growers Cooperative
dba CranGrow
23878 Aspen Ave.
Warrens, WI 54666
Type of Business: Cranberry Growers Cooperative (CranGrow) --
https://www.crangrow.com -- is a group of
cranberry growers based in Warrens,
Wisconsin, USA. CranGrow currently has 40
grower members, and it is these members that
own the co-op. The co-op's growers range in
size from small to very large cranberry
marshes, most of which have been family
owned and operated for generations. Some
have been in operation for over 100 years.
CranGrow produces sliced sweetened dried
cranberries, whole sweetened dried
cranberries, single strength juice (not from
concentrate), 50 and 65 brix concentrate,
and cranberry seed pomace. Unlike many
cranberry processors, CranGrow actually
grows the fruit and process it themselves.
Chapter 11 Petition Date: September 25, 2017
Case No.: 17-13318
Court: United States Bankruptcy Court
Western District of Wisconsin (Eau Claire)
Debtor's Counsel: Justin M. Mertz, Esq.
MICHAEL BEST & FRIEDRICH LLP
100 E. Wisconsin Ave. #3300
Milwaukee, WI 53202
Tel: 414-225-4972
E-mail: jmmertz@michaelbest.com
Debtor's
Financial &
Restructuring
Advisor: SIERRA CONSTELLATION PARTNERS LLC
Winston Mar, chief restructuring officer
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Reed, chief executive officer.
The Debtor's list 20 largest unsecured creditors is available for
free at http://bankrupt.com/misc/wiwb17-13318.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/wiwb17-13318_petition.pdf
DAKOTA PLAINS: Court Confirms Amended Liquidation Plan
------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order confirming Dakota Plains Holdings' Amended Chapter 11 Plan
of Liquidation. As previously reported, "The overall purpose of the
Plan is to liquidate and distribute the Debtors' remaining assets
in a manner designed to maximize recoveries to all stakeholders.
The Debtors believe the Plan is reasonably calculated to lead to
the best possible outcome for all creditors in the shortest amount
of time and preferable to all other alternatives. The Debtors
estimate that that the unpaid Administrative Claims in these
Chapter 11 Cases will not exceed $1,550,000, approximately the
amount that has been included in the budgets filed by the Debtors
in these Chapter 11 Cases. In full satisfaction of the Prepetition
Lenders Allowed Class 2 Claim, the Prepetition Lenders shall, in
addition to the previously received Prepetition Lender Sale
Proceeds, retain their Lien, and (a) receive all the Cash subject
to its Lien on the Effective Date, except for an amount equal to
$30,000 (the 'Liquidating Trust Carve out'); and, (b) at the
election of the Prepetition Lenders, either: (i) the proceeds of
liquidation of all other Estate Assets subject to the Prepetition
Lenders' Lien; or (ii) return of the Prepetition Lenders'
collateral as the indubitable equivalent of such portion of the
Secured Claim with the return to occur on the Effective Date."
About Dakota Plains Holdings
Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) --
http://www.dakotaplains.com/-- is an energy company operating the
Pioneer Terminal transloading facility. The Pioneer Terminal is
centrally located in Mountrail County, North Dakota, for Bakken and
Three Forks related Energy & Production activity.
Dakota Plains Holding and six of its wholly owned subsidiaries
filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No.
16-43711) on Dec. 20, 2016, initiating a process intended to
preserve value and accommodate an eventual going-concern sale of
Dakota Plains' business operations. The petitions were signed by
Marty Beskow, CFO. The cases are assigned to Judge Michael E.
Ridgway.
At the time of the filing, Dakota Plains Holdings disclosed $3.08
million in assets and $75.38 million in liabilities.
Baker & Hostetler LLP serves as legal counsel to the Debtors, while
Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional
Association, serves as co-counsel. Canaccord Genuity Inc. acts as
the Debtors' financial advisor and investment banker, Carlson
Advisors as accountant, James Thornton as special purpose counsel.
The U.S. Trustee did not appoint an official unsecured creditors
committee.
DALE M. WILLIAMS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Dale M. Williams, Inc. as of
September 25, according to a court docket.
About Dale M. Williams Inc.
Based in Orlando, Florida, Dale M. Williams Inc. filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 17-05561) on August 21, 2017.
At the time of filing, the Debtor disclosed that it had estimated
assets of less than $50,000 and liabilities of less than $500,000.
The case is assigned to Judge Karen S. Jennemann. The Debtor is
represented by Peter N. Hill, Esq., at Herron Hill Law Group, PLLC
as bankruptcy counsel. The Debtor hired R.A. Simasek P.A. as its
accountant.
DON ROSE OIL: Trustee Taps Belden Blaine as Legal Counsel
---------------------------------------------------------
The Chapter 11 trustee for Don Rose Oil Co., Inc. seeks approval
from the U.S. Bankruptcy Court for the Eastern District of
California to hire legal counsel.
Howard Ehrenberg, the bankruptcy trustee, proposes to employ Belden
Blaine Raytis LLP to, among other things, assist in obtaining
financial information for the Debtor and determining if a
bankruptcy plan is viable or the Debtor's case should be
dismissed.
T. Scott Belden, Esq., the attorney who will be handling the case,
charges an hourly fee of $375. Meanwhile, the hourly rates for
other attorneys of the firm range from $225 to $300. Legal
assistants charge between $65 and $150.
Belden Blaine does not hold or represent any interest adverse to
the Debtor's estate and creditors, according to court filings.
About Don Rose Oil Co. Inc.
Founded in 1972, Don Rose Oil Co., Inc. is in the business of
wholesale distribution of petroleum and petroleum products. Based
in Visalia, California, the Debtor sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 17-12389) on
June 22, 2017. John Castellucci, president and CEO, signed the
petition.
At the time of the filing, the Debtor estimated its assets at $50
million to $100 million and debts at $1 million to $10 million.
Judge Fredrick E. Clement presides over the case. Riley C. Walter,
Esq., at Walter Wilhelm Law Group, serves as the Debtor's
bankruptcy counsel.
On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
Howard Ehrenberg was appointed as the Debtor's Chapter 11 trustee
on September 11, 2017.
DONALD TAYLOR: Bankruptcy Stay Applies to Sound Rivers Suit
-----------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina denies the motion filed by Sound
Rivers, Inc., and Waterkeeper Alliance, Inc., for an order
confirming that the automatic stay imposed by the Bankruptcy Code
in the Chapter 11 case of Donald Taylor does not apply with respect
to the district court lawsuit or, if it does, that cause exists for
the stay to be lifted.
Judge Humrickhouse concluded that there is no reason to delay
confirmation of the Plan filed by Donald E. Taylor and Annie T.
Taylor in order to have the issues pending in the district court
lawsuit determined and that there is no cause to modify the stay to
allow the Movants to proceed with the district court lawsuit.
Presently, the lawsuit filed in the U.S. District Court for the
Eastern District of North Carolina, North Carolina Justice Network,
et al. vs. Mr. Donald Taylor and Ms. Annie Taylor, et al,
4:12-cv-154-D, is stayed by the district court's order dated June
3, 2015.
The Debtors filed a plan of reorganization on July 6, 2016, and the
Plan initially was scheduled for a confirmation hearing on August
25, 2016. That hearing was continued and is not currently
calendared, as was discussed in the status conference held on June
21, 2017.
The Stay Motion originally was filed on July 10, 2015, and has been
continued with the consent of the Movants on several occasions to
allow the Court to consider other matters before this Court,
including Sound River's and Waterkeeper's motion for summary
judgment in the related adversary proceeding (AP 15-00099-5-SWH),
which was instituted by those parties to determine whether their
requests for injunctive and other equitable relief in the district
court lawsuit constituted claims under Section 101(5) of the
Bankruptcy Code..
In the Stay Motion, the Movants contend that the automatic stay
does not apply to the district court lawsuit because that lawsuit
falls under the governmental regulatory exclusion to the stay.
Further, they argue that even if that exclusion does not apply,
relief from the stay is warranted to allow them to proceed
immediately with the district court lawsuit. Finally they assert
that it is appropriate for the lawsuit to be resolved prior to the
confirmation hearing in this case.
The Movants also argue that cause exists to modify the stay to
allow them to continue the district court lawsuit, stating that a
determination of the district court lawsuit is essential to the
Court's evaluation of the feasibility of the Debtors' plan of
reorganization, that the district court is best suited to deal with
complex environmental issues, and that the district court is
especially familiar with this case given that the matter has been
pending before it since 2012. Finally, movants argue that there
will be a tremendous hardship to the environment and nearby
residents of North Carolina if stay relief is not granted.
The Debtors oppose relief from the stay, arguing that the movants
have not offered any cause for such relief and reminding this court
of the requisite balancing test, which requires the Court to
balance the potential prejudice to the debtors and their bankruptcy
estate if the stay is lifted and the movants are allowed to proceed
with the district court lawsuit, against the hardship the movants
will experience if the motion is denied and the automatic stay
remains in place.
The Court finds that the prejudice to the Debtors, if the stay is
modified and the Movants are allowed to continue the district court
lawsuit, far outweighs that which would be experienced by the
Movants if the stay remains in effect. The Court points out that
the district court lawsuit had been ongoing for three years prior
to the Debtors' filing of this bankruptcy case and the resulting
drain on the funds of the Debtor to defend that suit was
exorbitant.
The Court notes that the Movants have been given an opportunity to
preview their evidence in support of violations of federal
environmental statutes, with the result being that this Court was
markedly underwhelmed. The Court also notes that neither the state
nor federal authorities found it necessary to intervene in the
district court lawsuit or in this bankruptcy case.
Moreover, the Court mentions that alternative to confirmation of
the plan that has been filed by the Debtors is dismissal or
conversion, and ultimate liquidation of the Debtors' farming
operation. Such a result, the Court maintains would not be in the
best interests of the Debtors or their estates especially when
evaluated against the speculative nature of the Movants'
entitlement to their requested relief.
Ultimately, the Court says that the Movants cannot force the
Debtors to file a plan that "remediates" the alleged violations as
espoused by the Movants. The Court concludes that proceeding to
confirmation without additional delay clearly is in the best
interests of this estate and, significantly, its creditors.
Finally, the Court notes that the purpose of a plan of
reorganization is to restructure the prepetition claims of the
debtors. Upon the request of the Movants, the Court has previously
considered whether the injunctive and other equitable relief sought
by the Movants came within the definition of a claim, and concluded
that it did not. The Court points out that there is no requirement
under the Bankruptcy Code that a Debtor must treat unliquidated,
contingent "requests for relief" that do not constitute claims in a
plan of reorganization.
The Court further explains that inasmuch as these "claims" may be
appropriate for estimation pursuant to Section 502(c), stay relief
is not necessary for their determination, treatment or discharge in
this bankruptcy case since final determination of these "claims"
would unduly delay the administration of the estate.
A full-text copy of the Order dated August 24, 2017, is available
at https://is.gd/I6jmMY from Leagle.com.
The bankruptcy case is In re Donald E. Taylor and Annie T. Taylor,
Case No. 15-02730, (Bankr. E.D.N.C.), filed on May 14, 2015.
Donald E. Taylor, Debtor, represented by David J. Haidt, Ayers &
Haidt, P.A. & James F. Hopf, James F. Hopf, PLLC.
DOUBLE EAGLE: Taps C. Scott Massey as Accountant
------------------------------------------------
Double Eagle Energy Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Louisiana to hire an
accountant.
The Debtor proposes to employ C. Scott Massey, CPA, LLC to prepare
its tax returns and monthly operating reports, and provide other
accounting and bookkeeping services.
The firm charges an hourly rate of $185 for its services. Its
support staff bills at reduced rates for certain clerical work.
C. Scott Massey, certified public accountant, disclosed in a court
filing that he does not represent any interest adverse to the
Debtor, according to court filings.
Massey can be reached through:
C. Scott Massey
C. Scott Massey, CPA, LLC
333 Texas Street, Suite 700
Shreveport, LA 71101
Phone: 318-220-9939
About Double Eagle Energy Services
Founded in 2006, Double Eagle Energy Services, a company based in
Alexandria, Louisiana, provides general contracting services
including constructing water and sewer mains.
The Debtor filed a Chapter 11 petition (Bankr. W.D. La. Case No.
17-80717) on July 17, 2017. In its petition, the Debtor indicated
$12.41 million in total assets and $13.18 million in total
liabilities. The petition was signed by Joe Ratcliff or Bob
Ratcliff, its owners.
Judge John W. Kolwe presides over the case. Bradley L. Drell,
Esq., at Gold, Weems, Bruser, Sues & Rundell, serves as the
Debtor's bankruptcy counsel. The Debtor hired Colvin, Smith &
McKay as its special counsel.
DUFF & PHELPS: S&P Affirms 'B' Corp Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on New
York City-based Duff & Phelps Corp. The rating outlook remains
stable.
U.S.-based business consulting firm Duff & Phelps Corp. is
proposing a debt recapitalization to partially fund a $170 million
special dividend to its shareholders.
S&P said, "At the same time, we assigned our 'B' issue-level and
'3' recovery ratings to Duff & Phelps' proposed first-lien senior
secured credit facility, which consists of a $100 million revolving
credit facility due 2022 and a $850 million term loan due 2024. The
'3' recovery rating indicates our expectation for meaningful
recovery (50%-70%; rounded estimate: 50%) of principal in the event
of a payment default.
"Our 'B' corporate credit rating on Duff & Phelps is based on our
assessment of the company's position as a midsize consulting firm
that primarily operates in a highly competitive national market.
The company has a well-recognized brand name and a good reputation
in the market, with a market-leading share in valuation advisory
services. Duff & Phelps has a diverse offering of services that
contributes to relatively stable operating performance over the
business cycle. Pro forma for the proposed financing, the company
has high leverage, with an adjusted total debt to EBITDA of 5.6x as
of June 30, 2017. As a private equity owned firm, Duff & Phelps has
an aggressive financial policy and a history of debt-financed
acquisitions and special dividends.
"The stable outlook reflects our expectation that Duff & Phelps
will continue to benefit from mid-single-digit percentage revenue
growth over the next 12 months, which should enable the company to
lower its adjusted pro forma debt leverage to 5.5x by year-end
2018.
"We could lower the corporate credit rating if the company's
operating performance deteriorates and causes adjusted debt
leverage to increase above 6.5x. Additionally, we could lower the
rating if the company's financial profile becomes more aggressive
due to significant debt-funded acquisitions or shareholder
dividends, without the prospect of a quick reversal in leverage
below 6.5x.
"We view the probability of an upgrade as low over the next 12-18
months. The company has an aggressive financial policy on
shareholder returns and acquisitions. The proposed recapitalization
will be Duff & Phelps' third debt-financed dividend to its private
equity owners since its leveraged buyout in 2013. An upgrade would
require that the company implements a more conservative financial
policy and decreases its adjusted debt leverage to below 5x on
sustained basis through a combination of EBITDA growth and debt
repayment."
ECLIPSE RESOURCES: Credit Facility Borrowing Base Hiked to $225M
----------------------------------------------------------------
Eclipse Resources Corporation entered into the Fourth Amendment to
Second Amended and Restated Credit Agreement, by and among the
Company, as borrower, Bank of Montreal, as administrative agent,
and each of the lenders party thereto.
The Amendment amends the Second Amended and Restated Credit
Agreement, dated as of June 11, 2015, as amended, by and among the
Company, the Administrative Agent and each of the lenders party
thereto, to, among other things, increase the borrowing base
thereunder to $225 million.
About Eclipse Resources
Eclipse Resources Corporation is an independent exploration and
production company engaged in the acquisition and development of
oil and natural gas properties in the Appalachian Basin. As of
Dec. 31, 2015, the Company had assembled an acreage position
approximating 220,000 net acres in Eastern Ohio.
Eclipse Resources reported a net loss of $203.8 million on $235.0
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $971.4 million on $255.3 million of total
revenues for the year ended Dec. 31, 2015.
* * *
In June 2017, S&P Global Ratings raised its corporate credit rating
on State College, Pa.-based Eclipse Resources Inc. to 'B-' from
'CCC+'. The rating outlook is stable. "The rating action reflects
our opinion that Eclipse's leverage is now sustainable due to our
increased production and cash flow projections," said S&P Global
Ratings credit analyst Christine Besset.
In August 2017, Moody's Investors Service upgraded Eclipse
Resources Corporation's Corporate Family Rating (CFR) to 'B3' from
'Caa1'. "The upgrade to B3 reflects Eclipse's reduced leverage
resulting from improved cash flow tied to strong production growth.
Eclipse's robust drilling program through 2018, supported by
strong commodity price hedging and willingness to periodically
access equity markets to term out debt, should allow Eclipse to
remain on a strong growth trajectory without stressing its balance
sheet," noted John Thieroff, Moody's VP-senior analyst.
ECLIPSE RESOURCES: Reports $325M Utica Shale Drilling JV Pact
-------------------------------------------------------------
Eclipse Resources Corporation announced its second quarter 2017
financial and operational results, along with updated guidance for
the third quarter of 2017 and full year 2017. The Company has also
entered into a commitment agreement with Sequel Energy Group LLC
(an affiliate of GSO Capital Partners) to establish a proposed
drilling joint venture and has received an increase to its
borrowing base on its senior secured revolving line of credit from
its bank-lending group. In conjunction with this release, the
Company has posted an updated investor presentation to its website
at www.eclipseresources.com.
Second Quarter 2017 Highlights:
* Average net daily production was 287.8 MMcfe per day,
exceeding the high end of the Company's previously issued
production guidance range of 265 to 275 MMcfe per day.
* Realized an average natural gas price, before the impact of
cash settled derivatives and firm transportation expenses, of
$2.98 per Mcf, a $0.20 per Mcf discount to the average
monthly NYMEX settled natural gas price during the quarter.
* Realized an average oil price, before the impact of cash
settled derivatives, of $43.57 per barrel, a $4.53 per barrel
discount to the average WTI oil price during the quarter,
exceeding the Company's previously issued oil differential
guidance range of $7.50 to $8.50 per barrel.
* Realized an average natural gas liquids price, before
the impact of cash settled derivatives, of $16.84 per barrel,
or approximately 35% of the average WTI oil price during the
quarter.
* Per unit cash production costs (including lease operating,
transportation, gathering and compression, production and ad
valorem taxes) were $1.36 per Mcfe and include $0.35 per Mcfe
in firm transportation expenses, which was below the
Company's previously issued per unit cash production cost
guidance range of $1.45 to $1.50 per Mcfe.
* Net income for the second quarter of 2017 was $11.5 million;
and Adjusted EBITDAX1 for the second quarter of 2017 was
$39.6 million.
Subsequent to the end of the Second Quarter:
* The Company has entered into a commitment agreement with
Sequel to establish a drilling joint venture on the Company's
Utica Shale acreage in southeast Ohio. Eclipse and Sequel
expect to enter into definitive documents relating to the
proposed transaction by the end of the current quarter.
- The commitment agreement sets forth the proposed terms
for the drilling joint venture, including:
() Committed funding from Sequel of up to $325 million
to fund its proportionate share of two drilling
programs comprising 34 gross wells in aggregate,
commencing with wells currently in progress and
extending through wells expected to be commenced
through the end 2018.
() A mutual option for an additional third well program
of similar size, which would increase the committed
funding.
() Eclipse Resources will be the operator of all wells
drilled within each well program.
() Eclipse Resources will have the right to adjust its
pre-carry working interest in the first program up
until the fourth quarter of 2017 to between 30% to
50%, and its pre-carry working interest in the second
program to between 30% to 70% until such program is
commenced.
() A 15% carried interest on drilling and completion
capital expenditures incurred in each well program,
proportionately reduced to Eclipse Resources retained
pre-carry working interest.
() A significant portion of Sequel's working interest in
each well program will revert to Eclipse Resources
once a certain return is realized by Sequel in each
program.
The Company's proposed drilling joint venture with Sequel is
subject to further negotiation, completion and execution of
definitive agreements and other customary conditions. The
commitment agreement provides that Eclipse and Sequel will
negotiate in good faith for a period of time and use their
commercially reasonable efforts to enter into mutually agreeable
definitive documents relating to the proposed transaction, which
the parties expect to complete by the end of the current quarter.
Accordingly, there can be no assurance that the proposed
transaction will be completed in the anticipated timeframe, if at
all, and if consummated, what will be the final terms of such
definitive agreement.
* The Company has recently completed its semi-annual borrowing
base redetermination of its revolving credit facility, which
resulted in an increase in its borrowing base from $175
million to $225 million. The Company remains undrawn under
its revolving credit facility, other than letters of credit
associated with its firm natural gas transportation
agreements.
* The Company added to its 2018 oil hedge portfolio by
executing incremental three way collars of 4,000 barrels per
day at an average floor price of $45.00 and an average
ceiling price of $52.26.
Benjamin W. Hulburt, chairman, president and CEO, commented on the
Company's second quarter 2017 results, "Our continued focus on
execution, innovation and efficiency resulted in the Company
delivering another tremendous quarter with production above the top
end of our guidance, operating expenses below the low end of our
guidance and continued strong well performance in both the dry gas
and condensate areas of our acreage. This now marks the eleventh
consecutive reporting period in which the Company has met or
exceeded its production and operating expense guidance, which
represents every single reporting period since our initial public
offering in June of 2014.
"We continue to strive to be a leader in innovation, not only in
our region, but nationwide, with a significant amount of work we
are doing today focused on new technology applications to improve
productivity, reduce costs and maintain high returning wells as we
develop our substantial drilling inventory. This culture of
innovation powers our well performance and we have seen that
illustrated in our most recent set of Dry Gas wells. These wells
have incorporated a series of trials on numerous new techniques
that will help us develop our "Gen4" well design. Our seven well
Moser pad, located in the Company's Dry Gas acreage in eastern
Monroe County, Ohio, was turned to sales in June and has produced
at an average rate of approximately 19% above our recently
increased Dry Gas type well expectation. We are continuing to
evaluate which of the new techniques may be the most impactful on
future operations, but we are very encouraged with the results we
are seeing on certain of the techniques we've tested.
"We have continued our relentless pursuit for industry leading
drilling innovation, and have set a new internal record on our most
recent "super-lateral", which we drilled to a total measured depth
of 24,600 with a 15,600 foot completable lateral in our Utica
Condensate area in 12 days from spud to TD. Additionally, we are
currently completing what we believe to be the longest onshore
laterals ever drilled, the Great Scott 3H (19,100' completable
lateral) and Outlaw C11H (19,500' completable lateral), located in
our Utica Condensate area. We are approximately 70% done
completing these laterals, which have treated as designed thus far.
We have two additional wells to complete on this pad before we
will turn all four wells to sales, which we expect to occur in the
fourth quarter of 2017.
"e believe that the drilling joint venture commitment agreement we
have recently entered into with Sequel, an affiliate of GSO, speaks
to both the quality of our assets and our industry leading
operational performance. At today's forward strip prices, Eclipse
calculates that the present value of the carried interest and
significant working interest reversion as outlined in the
commitment agreement will equate to a meaningful valuation premium
to both where we trade and where recent Utica asset transactions
have taken place. Perhaps most importantly, as we see a
significant amount of commodity volatility looking into 2018, the
terms of this drilling joint venture will allow us to maintain, or
even accelerate our current drilling pace, while scaling our
company level capital expenditures based on the economic
environment. Additionally, prior to commencing each well program,
under the terms proposed in the commitment agreement, Eclipse will
have the ability to choose its working interest for such program
within agreed upon bands. We believe this structure allows us to
maintain an efficient, two-rig operating program while providing
flexibility to manage capital spending to a level that is
appropriate depending on the strength of forward commodity curves.
We are extremely pleased with the proposed terms and structure as
outlined by the commitment agreement with Sequel and the high
degree of confidence that our partner has in our assets and
operational capabilities. We believe that the industry experience
of the Sequel team combined with the scale and structuring
capabilities of GSO make them the ideal drilling joint venture
partners for Eclipse.
"We believe that our proven operational performance, continued gain
in efficiency and financial flexibility leave us well positioned to
deliver upon the production guidance that we have provided. We
remain highly focused on returns and excited for continued
operational improvement. We believe that these attributes will
drive significant value enhancements from our assets and generate
long-term shareholder value."
Financial Discussion
Revenue for the second quarter of 2017 totaled $86.2 million,
compared to $47.1 million for the second quarter of 2016. Adjusted
Revenue3, which includes the impact of cash settled derivatives and
excludes brokered natural gas and marketing revenue, totaled $83.6
million for the second quarter of 2017 compared to $58.8 million
for the second quarter of 2016. Net Income (Loss) for the second
quarter of 2017 was $11.5 million, or $0.04 per share compared to
$(73.2) million or $(0.33) per share for the second quarter of
2016. Adjusted Net Income (Loss) 3 for the second quarter of 2017
was $(2.8) million, or $(0.01) per share, compared to $(24.1)
million, or $(0.11) per share for the second quarter of 2016.
Adjusted EBITDAX was $39.6 million for the second quarter of 2017,
compared to $16.9 million for the second quarter of 2016.
Revenue for the six months ended June 30, 2017, totaled $188.1
million, compared to $96.7 million for the six months ended June
30, 2016. Adjusted Revenue, which includes the impact of cash
settled derivatives and excludes brokered natural gas and marketing
revenue, totaled $179.0 million for the six months ended June 30,
2017 compared to $117.6 million for the six months ended June 30,
2016. Net Income (Loss) for the six months ended June 30, 2017 was
$38.3 million, or $0.15 per share compared to $(118.7) million or
$(0.53) per share for the six months ended June 30, 2016. Adjusted
Net Income (Loss)3 for the six months ended June 30, 2017 was $2.1
million, or $0.01 per share, compared to $(39.2) million, or
$(0.18) per share for the six months ended June 30, 2016. Adjusted
EBITDAX3 was $89.8 million for the six months ended June 30, 2017,
compared to $37.3 million for the six months ended June 30, 2016.
Capital Expenditures
Second quarter 2017 capital expenditures were $98.5 million. These
expenditures included $80.2 million for drilling and completions,
$0.7 million for midstream expenditures, $17.3 million for
land-related expenditures, and $0.3 million for corporate-related
expenditures.
During the second quarter of 2017, the Company drilled 9 gross (8.6
net) operated Utica Shale wells. In addition, the Company
completed 6 gross (5.8 net) operated wells and turned to sales 9
gross (9.0 net) operated wells.
Financial Position and Liquidity
As of June 30, 2017, the Company's liquidity was $238.5 million,
consisting of $97.1 million in cash and cash equivalents and $141.4
million in available borrowing capacity under the Company's
revolving credit facility (after giving effect to outstanding
letters of credit issued by the Company of $33.6 million).
Subsequent to the end of the second quarter, 2017, the Company
completed its semi-annual borrowing base redetermination of its
revolving credit facility, which resulted in an increase in its
borrowing base from $175 million to $225 million. The Company
remains undrawn on its revolving credit facility, other than for
letters of credit.
Matthew R. DeNezza, executive vice president and chief financial
officer, commented, "At quarter end and pro-forma for the recent
borrowing base redetermination, which resulted in a borrowing base
increase of approximately 29%, our liquidity would have been
approximately $288 million. We remain highly focused on the
strength of our balance sheet with the objective of keeping our
leverage ratios low. We believe this strong liquidity position
coupled with our proposed drilling joint venture will allow us the
flexibility to navigate the current commodity price volatility with
a focus on the future. Finally, we believe we possess a
well-balanced hedge book through the end of the fiscal year 2018,
which will provide additional certainty of cash flows as we look
toward the future."
Commodity Derivatives
The Company engages in a number of different commodity trading
program strategies as a risk management tool to attempt to mitigate
the potential negative impact on cash flows caused by price
fluctuations in natural gas, NGL and oil prices.
About Eclipse Resources
Eclipse Resources is an independent exploration and production
company engaged in the acquisition and development of oil and
natural gas properties in the Appalachian Basin, including the
Utica and Marcellus Shales. For more information, please visit the
Company's website at www.eclipseresources.com.
Eclipse Resources reported a net loss of $203.8 million in 2016, a
net loss of $971.4 million in 2015 and a net loss of $183.17
million in 2014.
* * *
In June 2017, S&P Global Ratings raised its corporate credit rating
on State College, Pa.-based Eclipse Resources Inc. to 'B-' from
'CCC+'. The rating outlook is stable. "The rating action reflects
our opinion that Eclipse's leverage is now sustainable due to our
increased production and cash flow projections," said S&P Global
Ratings credit analyst Christine Besset.
As reported by the TCR on Aug. 1, 2017, Moody's Investors Service
upgraded Eclipse Resources Corporation's Corporate Family Rating
(CFR) to 'B3' from 'Caa1'. "The upgrade to B3 reflects Eclipse's
reduced leverage resulting from improved cash flow tied to strong
production growth. Eclipse's robust drilling program through 2018,
supported by strong commodity price hedging and willingness to
periodically access equity markets to term out debt, should allow
Eclipse to remain on a strong growth trajectory without stressing
its balance sheet," noted John Thieroff, Moody's VP-senior analyst.
ECOARK HOLDINGS: Nepsis Capital Has 25% Equity Stake as of July 31
------------------------------------------------------------------
Nepsis Capital Management, Inc., reported in a Schedule 13D/A filed
with the Securities and Exchange Commission that as of July 31,
2017, it beneficially owns 11,188,219 shares of common stock of
Ecoark Holdings, Inc., constituting 25 percent of the shares
outstanding.
Nepsis Capital Management, Inc., in its capacity as a Registered
Investment Advisor (RIA), used an aggregate of $7,147,575 of funds
provided through the accounts of certain of its investment advisory
clients to make additional purchases of the Securities reported as
beneficially owned. The Securities reported as beneficially owned
were purchased by Nepsis Capital Management, Inc. in its capacity
as a RIA on behalf of its investment advisory clients for
investment purposes in the ordinary course of business.
A full-text copy of the regulatory filing is available at:
https://is.gd/TN5DPn
About Ecoark Holdings
Founded in 2011, Ecoark Holdings, Inc. -- http://ecoarkusa.com/--
is a diversified holding company focused on delivering long-term
shareholder value. The company currently has three wholly-owned
subsidiaries: Zest Labs, Pioneer Products and Magnolia Solar.
Zest Labs' Zest Data Services is a secure, multi-tenant cloud-based
data collection platform for aggregating and real-time
permission-based sharing and analysis of information. Zest Fresh,
a fresh food management solution that utilizes the Zest Data
Service platform, focuses on three primary value propositions –
consistent food quality, reduced waste, and improved food safety.
Zest Fresh empowers workers with real-time analytic tools and
alerts that improve efficiency while driving quality consistency
through best practice adherence on every pallet of delivered fresh
food. Zest Delivery offers real-time monitoring and control for
prepared food delivery containers, helping delivery and dispatch
personnel ensure the quality and safety of delivered food. Zest
Labs was previously known as Intelleflex Corporation. Effective on
Oct. 28, 2016, Intelleflex Corporation changed its name to Zest
Labs, Inc. to align its corporate name with its mission and the
brand name of its products and services.
Pioneer Products began by creating new consumer products using
plastic reclaimed from post-consumer and retailers' waste streams.
One of these products is Pioneer Products' "close-looped" 45-gallon
trash can. Pioneer Products generates revenue from the sale of
products such as plastic trash cans to 3,700 retail stores,
including the largest retailer in the continental U.S., Walmart, a
major customer of the Company. Pioneer Products' competitors
include large consumer products companies such as Rubbermaid and
Hefty.
Magnolia Solar is principally engaged in the development and
commercialization of nanotechnology-based, high-efficiency,
thin-film technology that can be deposited on a variety of
substrates, including glass and flexible structures. Magnolia
Solar believes that this technology has the potential to capture a
larger part of the solar spectrum to produce high-efficiency solar
cells and incorporates a unique nanostructure-based antireflection
coating technology to possibly further increase the solar cell's
performance. If these goals are met, there is the potential of
significantly reducing the cost per watt. Since its inception,
Magnolia Solar has not generated material revenues or earnings as a
result of its activities.
KBL, LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred substantial losses and
needs to obtain additional financing to continue the development of
their products. The lack of profitable operations raises
substantial doubt about the Company's ability to continue as a
going concern.
Ecoark reported a net loss of $25.23 million on $14.40 million of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $10.47 million on $7.67 million of revenues for the year ended
Dec. 31, 2015.
As of June 30, 2017, Ecoark had $22.91 million in total assets, $3
million in total liabilities and $19.90 million in total
stockholders' equity.
ENCOMPASS DIGITAL: S&P Alters Outlook to Neg. & Affirms 'B-' CCR
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Atlanta-based Encompass Digital Media Inc. and revised the rating
outlook to negative from stable.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's first-lien term loan. The '2' recovery rating
remains unchanged, indicating our expectation for substantial
recovery (70%–90%; rounded estimate: 80%) of principal in the
event of a payment default.
"We also affirmed our 'CCC+' issue-level rating on the company's
second-lien term loan. The '5' recovery rating remains unchanged,
indicating our expectation for modest recovery (10%-30%; rounded
estimate: 25%) of principal in the event of a payment default.
"The outlook revision reflects the narrowing of Encompass' covenant
compliance margin to below 10% and our expectation that it will
remain so over the next 12-18 months. Although the company has had
several large contract renewals with existing clients and some new
client wins, these were accompanied by a significant increase in
capital expenditures over the past two years to upgrade and build
facilities to service these clients. In addition to the elevated
capital expenditures, the company lost two contracts over the past
year, one in the U.S. and another in EMEA, hampering EBITDA growth
in fiscal 2017 and 2018 (ending March 31, 2017, and 2018,
respectively). The combination of higher capex and lower EBITDA has
increased adjusted leverage and resulted in a thin covenant
compliance margin with existing covenants. This could limit
Encompass' financial flexibility to invest in its business in order
to win new clients or to deal with an unexpected client loss.
"The negative outlook reflects our expectation that Encompass'
elevated capital expenditures and low EBITDA growth will continue
to challenge its ability to generate positive discretionary cash
flow over the next 12–18 months and the covenant compliance
margins will remain thin during that time as the company moves
through the current high capex period.
"We could lower the corporate credit rating if Encompass is unable
to leverage additional client wins into growth in FOCF. An
inability to grow cash flows along with revenue and EBITDA would
limit the company's ability to support its current capital
structure and likely result in further pressure on the already thin
covenant margins of compliance.
"We could revise the outlook to stable if the company is able to
grow EBITDA at a high-single-digit percentage rate while growing
FOCF such that it can reduce leverage enough to maintain its
covenant cushion consistently above 10%."
ENDLESS SALES: Prohibited From Further Use of Cash Collateral
-------------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado prohibited Endless Sales, Inc. from using cash
collateral unless it obtains the consent of the BBVA Compass Bank
or a Court order authorizing such use.
The Court finds that the Debtor and BBVA Compass Bank entered into
an agreement providing that the Debtor could use cash collateral
through August 29, 2017. That agreement has expired and the Motion
filed by BBVA Compass Bank indicates that it does not consent to
the Debtor's further use of cash collateral.
As reported by the Troubled Company Reporter on September 21, 2017,
BBVA Compass Bank filed an objection and motion to the Debtor's use
of cash collateral and asked the Court to prohibit the Debtor from
using cash collateral.
BBVA Compass claimed that:
(a) the Debtor has not been providing the monthly reports
which Debtor agreed to provide in the initial cash collateral
agreement and in the subsequent cash collateral agreement,
including monthly reports on financial statements, balance sheet,
WIP, inventory evaluation, AR aging and AP aging and a WIP report
that manually brings the WIP report forward each week;
(b) the Debtor's financial reports filed with the Court, do
not adequately provide information for Compass Bank to track an
increase or decrease in the Debtor's fork lift inventory from
purchases and or sales of forklifts and it has been difficult for
Compass, despite a recently prepared appraisal by Roller &
Associates, to determine if Compass Bank's equity cushion in the
collateral has been maintained by the current adequate protection
payments or whether its equity cushion has deteriorated over the
six months this case has been in Chapter 11 bankruptcy. The recent
appraisal estimates the value of the equipment collateral as
$1,185,000, retail and $632,450 liquidation value. The Debtor's
most recent monthly report of operations from June 2017 shows a
cash balance of $416,514.92;
(c) the Debtor's financial reports filed with the Court have
not been consistently filed on a timely basis. The reports do not
provide the information necessary to monitor Compass Bank's
collateral. The Debtor has not filed July 2017 reports of
operations that were due Aug. 21, 2017;
(d) Compass Bank is aware that the Debtor has resolved the
state court litigation filed by former employees of the Debtor but
despite request has not been advised how the settlement, if at all,
will impact the cash accumulated by the Debtor in its DIP account
from sale of forklifts; and
(e) Compass Bank is not the depository lender for the Debtor's
DIP account and proceeds from equipment sales, although sitting in
the Debtor's DIP account, have accumulated from the sale of Compass
Bank's equipment collateral. Compass Bank is not receiving a pay
down on its loans when forklifts are sold and since Compass Bank is
not the DIP depository account, Compass Bank is not able to monitor
the Debtor's cash balances, and as the Compass Bank requests as
additional adequate protection, as is allowed by 11 U.S.C. 363 (c)
(4) that a portion of the cash on deposit in the Debtor's DIP
account, in a suggested amount of $250,000, be segregated into a
separate account where Compass Bank receives a Control Agreement
over segregated funds with Debtor and the DIP account depository,
further protecting Compass Bank that the cash collateral funds will
not be spent except as is authorized by the terms and provisions of
a new cash collateral agreement or as further ordered by the
Court.
About Endless Sales
Based in Denver, Colorado, Endless Sales, Inc., is engaged in
buying, refurbishing and reselling used forklifts, and designs and
manufactures its own line of forklifts.
Endless Sales, which conducts business under the name of Discount
Forklift, Discount Forklift Brokers and Octane Forklifts, filed a
Chapter 11 petition (Bankr. D. Colo. Case No. 17-11037) on Feb. 13,
2017. The petition was signed by Brian Firkins, president.
The Debtor disclosed total assets of $2.56 million and total
liabilities in the amount of $1.78 million.
The case is assigned to Judge Elizabeth E. Brown.
The Debtor is represented by Jeffrey S. Brinen, Esq., and Keri L.
Riley, Esq., at Kutner Brinen, P.C.
No official committee of unsecured creditors has been appointed in
the case.
ERIE STREET INVESTORS: Equity Panel Taps Greenberg as Counsel
-------------------------------------------------------------
The Official Committee of Non-Insider Equity Holders of Erie Street
Investors, LLC, and its affiliates seek authority from the US
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to retain the law firm of Greenberg Traurig, LLP, as
counsel for the Equity Committee, nunc pro tunc as of September 7,
2017.
The professional services that the Equity Committee expects of
Greenberg Traurig are:
a. attend to the ongoing confirmation process relating to the
Combined Plan and Disclosure Statement, including the
appropriateness of the solicitation process, the appropriateness of
disclosure and specific confirmation issues relating to the equity
holders (such as impairment, enforcement of the buyout agreements,
feasibility, the best interests test and substantive consolidation
of the Debtors);
b. attend to the ongoing sale process commenced by the Chapter
11 Trustee, including understanding the stalking horse offer,
negotiating the allocation of sale proceeds and consulting with the
Chapter 11 Trustee on the bid and auction process;
c. analyze the recoveries to equity holders under the Combined
Plan and Disclosure Statement as compared to the sale process,
including the certainty of implementation and execution of each of
those transactions;
d. understand potential litigation claims that may exist
against insiders, the likelihood of success with respect to such
claims, the costs of pursuing such claims and the likely impact on
recoveries to equity holders, which claims presumably are being
investigated and developed by the Chapter 11 Trustee thus allowing
the Equity Committee to leverage off the Chapter 11 Trustee’s
work and analysis of such possible claims;
e. understand the Debtors' and Chapter 11 Trustee's analysis
of the claims in these cases and the proposed allowance and payment
of the claims;
f. most importantly, communicate with the equity holders to
ensure that they are informed as to their options, the status of
the Combined Plan and Disclosure Statement, the status of the sale
process and the cases generally;
g. consult with the Debtors' professionals and representatives
and the Chapter 11 Trustee and her professionals and
representatives concerning the administration of these cases;
h. appear at and be involved in proceedings before this Court
on behalf of the Equity Committee;
i. advise the Equity Committee with respect to its rights,
duties and powers in these cases; and
j. perform other legal services as may be required under the
circumstances of these cases and are deemed to be in the interests
of the Equity Committee in accordance with the Equity Committee’s
powers and duties as set forth in the Bankruptcy Code.
Nancy A. Peterman attests that Greenberg Traurig does not hold or
represent any interest adverse to the Debtors or their chapter 11
estates, the creditors, equity security holders, or any other party
in interest and is a "disinterested person" as that term is defined
in section 101(14) of the Bankruptcy Code.
Greenberg Traurig attorneys expected to work on this matter and
their respective hourly rates are:
Nancy A. Peterman $800 (reduced from $950)
Ari Newman $515
Ryan A. Wagner $670
Carla Greenberg, Paralegal $150
Generally, the hourly rates for Greenberg Traurig attorneys are:
Shareholders $430 $800 (reduced amount)
Of Counsel $300 $800 (reduced amount)
Associates $250 $790
Legal Assistants/Paralegals $110 - $405
The Firm can be reached through:
Nancy A. Peterman, Esq.
GREENBERG TRAURIG, LLP
77 West Wacker Drive, Suite 3100
Chicago, IL 60601
Telephone: (312) 456-8400
Facsimile: (312) 456-8435
Email: Petermann@gtlaw.com
About Erie Street Investors
Erie Street Investors, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. N.D. Ill. Lead Case No. 17-10554) on
April 3, 2017. The affiliates are LaSalle Investors, LLC, WSC
Parking Fund I, George Street Investors, LLC, and Sheffield Avenue
Investors, LLC. Arthur Holmer, managing member of Weiland
Ventures, LLC, signed the petitions.
Erie Street Investors and LaSalle Investors each estimated between
$10 million and $50 million in both assets and liabilities. WSC
Parking Fund estimated between $1 million and $10 million in both
assets and liabilities.
The cases are assigned to Judge Deborah L. Thorne.
The Debtors are represented by Crane, Heyman, Simon, Welch & Clar.
Frances Gecker was appointed as Chapter 11 trustee for the Debtors
on May 16, 2017. The trustee hired Ascend Property Management LLC
as the Debtors' property manager; and Jones Lang LaSalle Americas
(Illinois), L.P., as real estate broker.
* * *
On June 21, 2017, the Debtors filed a Chapter 11 plan of
reorganization and disclosure statement. A combined hearing on
confirmation of the Plan and approval of the Disclosure Statement
was scheduled for Sept. 11-12, 2017; and continued to Oct. 13.
EXCO RESOURCES: Registers 72.7M Common Shares for Resale
--------------------------------------------------------
EXCO Resources, Inc., filed with the Securities and Exchange
Commission a Form S-3 registration statement relating to the resale
by certain shareholders of up to 72,694,293 common shares, which
consists of:
(i) 2,745,754 common shares that have been issued to the
selling shareholders as payment-in-kind, or PIK, interest
payments on the Company's outstanding 1.75 Lien Term Loans
due Oct. 26, 2020, or 1.75 Lien Term Loans;
(ii) up to 46,686,177 common shares that may be issued to the
selling shareholders as future PIK interest payments on
the Company's outstanding 8.0% / 11.0% 1.5 Lien Senior
Secured PIK Toggle Notes due 2022, or the 1.5 Lien Notes,
and 1.75 Lien Term Loans; and
(iii) up to 23,262,362 common shares that may be issued to the
selling shareholders upon the exercise of warrants, or the
Warrants, held by the selling shareholders.
The registration statement of which this prospectus forms a part is
being filed pursuant to a registration rights agreement, or the
Registration Rights Agreement, under which the Company agreed to
register the resale of (i) such number of common shares the
Company's management reasonably estimates to be issued as PIK
interest payments on the 1.5 Lien Notes and 1.75 Lien Term Loans
and (ii) all of the common shares underlying the Warrants. For
purposes of this registration statement, the Company has assumed
that it will issue a maximum aggregate of 49,431,931 common shares
as PIK interest payments on the 1.5 Lien Notes and 1.75 Lien Term
Loans, including common shares previously issued as PIK interest
payments under the 1.75 Lien Term Loans, which represents a
reasonable estimate by the Company's management of the number of
common shares to be issued as PIK interest payments under the 1.75
Lien Term Loans and 1.5 Lien Term Loans based on recent prices of
its common shares. However, the total number of common shares that
will be issued under the PIK feature of the 1.5 Lien Notes and 1.75
Lien Term Loans will substantially depend on whether the Company we
elect to pay future interest in cash, our common shares or
additional indebtedness, prevailing market conditions, available
liquidity and the price per share of our common shares, as well as
its ability to meet the requirements for making PIK interest
payments in its common shares under the indenture governing the 1.5
Lien Notes, or the 1.5 Lien Notes Indenture, and the credit
agreement governing the 1.75 Lien Term Loans, or the 1.75 Lien Term
Loan Credit Agreement.
The shares subject to resale hereunder will be issued by the
Company and acquired by the selling shareholders prior to any
resale of shares pursuant to this prospectus.
The Company will not receive any of the proceeds from the sale of
its common shares by the selling shareholders. However, the
Company will receive the proceeds of any cash exercise of the
Warrants.
The Company's common shares are listed on the New York Stock
Exchange, or NYSE, under the symbol "XCO." On Aug. 1, 2017, the
last reported sale price of the Company's common shares on the NYSE
was $1.81 per share.
A full-text copy of the Form S-3 prospectus is available at:
https://is.gd/s8UEIp
About EXCO
EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil
and natural gas exploration, exploitation, acquisition, development
and production company headquartered in Dallas, Texas with
principal operations in Texas, Louisiana and Appalachia.
EXCO Resources reported a net loss of $225.3 million on $271
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $1.19 billion on $355.70 million of total
revenues for the year ended Dec. 31, 2015.
As of June 30, 2017, EXCO Resources had $696.34 million in total
assets, $1.43 billion in total liabilities and a total
shareholders' deficit of $741.12 million.
KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that probable failure to comply with a financial
covenant in its credit facility as well as significant liquidity
needs, raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
In December 2016, Moody's Investors Service downgraded EXCO
Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's
downgrade reflects its eroded liquidity position which is
insufficient to fully fund development expenditures at the level
required to stem ongoing production declines," commented Andrew
Brooks, Moody's vice president. "Absent an injection of additional
liquidity, the source of which is not readily identifiable, EXCO
could face going concern risk as it confronts an unsustainable
capital structure."
In March 2017, S&P Global Ratings raised its corporate credit
rating on EXCO Resources to 'CCC-' from 'SD' (selective default).
The rating outlook is negative. "The upgrade reflects our
reassessment of our corporate credit rating on EXCO after the
company exchanged most of its outstanding 12.5% second-lien secured
term loans for $683 million new 1.75-lien secured payment-in-kind
(PIK) term loans," said S&P Global Ratings' credit analyst
Alexander Vargas.
FACTORY SALES: $28K Sale of 2015 GMC Yukon XL to CEO Approved
-------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Factory Sales and Engineering,
Inc.'s private sale of 2015 GMC Yukon XL sport utility vehicle, VIN
1GKS1HKC6FR175891, to the Debtor's CEO, James D. Thibaut, II for
$28,000.
The sale is free and clear of any and all liens, including (without
limitation) the liens of Ally Bank and Texas Capital Bank, N.A.,
with the liens of Ally Bank and Texas Capital to attach to the sale
proceeds of the Yukon.
The Debtor will serve the Order on the required parties who will
not receive notice through the ECF system pursuant to the FRBP and
the LBR's and file a certificate of service to that effect within
three days.
About Factory Sales and Engineering
An involuntary Chapter 7 petition was filed against Factory Sales
and Engineering, Inc. (Bankr. E.D. La. Case No. 17-11446) on June
6, 2017. The involuntary petition was served on Debtor on Sunday,
June 18. The creditors who signed the petition are Iberdrola
Energy Projects Canada Corporation, represented by Richard A.
Aguilar, Esq., at Mcglinchey Stafford; Maxim Crane Works, L.P.,
represented by John T. Andrishok, Esq., at Breazeale, Sachse &
Wilson; and Precision Bearing & Machine, Inc., represented by A.
Todd Darwin, Esq.
On July 10, 2017, the Debtor filed its ex parte motion to convert
to Chapter 11, in which it sought to exercise its right, pursuant
to Bankruptcy Code section 706(a), to convert this case to a
Chapter 11 reorganization.
On July 17, 2017, the Court entered an order granting the Debtor's
motion to convert the case to a Chapter 11 case, and the Debtor
became a debtor-in-possession.
The Debtor's ongoing operations are limited to a project in Chile
that is in the commissioning stage.
Judge Jerry A. Brown presides over the case.
The Debtor tapped Stone Pigman Walther Wittman LLC as bankruptcy
counsel, and Levesque Law Firm, LLC, as special counsel.
FLY LEASING: Moody's Rates Proposed $300MM Sr. Unsecured Notes B1
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to Fly Leasing
Limited's proposed $300 million senior unsecured notes due 2024.
Moody's also assigned the following ratings to Fly's $1 billion
shelf: Senior Unsecured Notes (P)B1, Subordinated Notes (P)B2,
Cumulative Preferred Stock (P)B3, and Non-Cumulative Preferred
Stock (P)Caa1. FLY's other ratings, including its corporate family
rating of Ba3, remain unchanged. The outlook for the ratings is
stable.
RATINGS RATIONALE
Moody's rated the senior notes B1 based on Fly's Ba3 corporate
credit profile, the notes' ranking and terms, and the strength of
the notes' asset coverage. The key terms of the notes are
consistent with Fly's existing senior unsecured notes. Proceeds of
the notes will be used by FLY to redeem its outstanding 6.75%
Senior Notes due 2020, which the company will call on December 15,
2017.
Fly's Ba3 corporate family rating reflects the company's balanced
aircraft fleet risks, which have improved in recent years from the
sale of older aircraft and acquisition of newer models, resulting
in reduced aircraft remarketing and residual risks and leading to
more predictable future profits. Fly's franchise positioning in the
competitive commercial aircraft leasing sector is modest, but the
company's affiliation with external manager BBAM Limited
Partnership is a source of operational strength. Additionally,
Fly's credit profile benefits from its good liquidity position,
anchored by predictable cash flows, modest aircraft purchase
commitments and extended debt maturity profile. Fly's ratings are
constrained by airline lessee concentrations that are higher than
most rated peers as well as by comparatively higher leverage.
Moody's could upgrade FLY's ratings if the company sustainably
reduces leverage (net debt/tangible net worth) to 3.5x, reduces its
ratio of secured debt to tangible managed assets to meaningfully
less than 50%, and improves profitability through fleet growth and
cost management while maintaining a reasonable fleet risk profile.
FLY's ratings could be downgraded if its net debt/tangible net
worth leverage shifts to higher than 4.5x or if its profitability
and liquidity positions weaken materially.
The principal methodology used in these ratings was Finance
Companies published in December 2016.
FLY LEASING: S&P Rates New $300MM Senior Unsecured Notes 'BB-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to San Francisco-based Fly Leasing Ltd.'s proposed
$300 million senior unsecured notes. The '3' recovery rating
indicates S&P's expectation that lenders would receive meaningful
recovery (50%-70%; rounded estimate: 65%) of their principal in the
event of a payment default.
The company plans to use the proceeds from these senior unsecured
notes, together with cash from its balance sheet, to repay its
existing 6.75% senior unsecured notes due 2020. All of other
ratings on Fly Funding and its parent Fly Leasing Ltd. remain
unchanged.
S&P said, "The 'BB-' corporate credit rating on Fly Leasing Ltd.
reflects our assessment of the company's relatively small size and
weak credit metrics relative to those at most of its rated aircraft
leasing peers. We assess Fly's business risk profile as fair, its
financial risk profile as aggressive, and its liquidity as
adequate.
"The stable outlook on Fly Leasing reflects our expectation that
the company's metrics will improve in 2017 as it continues to
rebuild its aircraft portfolio while maintaining EBIT interest
coverage in the 1.3x-1.4x area and a funds from operations
(FFO)-to-debt ratio of around 7%.
"Although unlikely, we could lower our ratings on Fly over the next
year if aircraft lease rates deteriorate or the company adds a
significant amount of debt to its balance sheet, causing its EBIT
interest coverage to decline below 1.3x and its FFO-to-debt ratio
to fall below 6% for a sustained period.
"Alternatively, we could raise our ratings on Fly over the next
year if aircraft lease rates improve significantly from their
current levels due to strong demand, causing the company's EBIT
interest coverage to increase to at least 1.7x and its FFO-to-debt
ratio to rise to at least 9% for a sustained period."
RATINGS LIST
Fly Leasing Ltd.
Corporate Credit Rating BB-/Stable/--
New Ratings
Fly Leasing Ltd.
$300M Senior Unsecured Notes BB-
Recovery Rating 3(65%)
FLYGLO LLC: Empire Lien Filing Violated Bankruptcy Stay
-------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana declares the lien of Empire Airlines, Inc.,
d/b/a Empire Aerospace, as void, concluding that Empire Airlines
violated the automatic stay imposed in the bankruptcy case of
FlyGLO, LLC, when it filed its lien with the Federal Aviation
Administration.
On July 19, 2017 the Court held a hearing on the Debtor's Motion to
Hold Empire Airlines, Inc. in Contempt for Violation of the
Automatic Stay and for Damages.
Empire Airlines performed work on an airplane leased to FlyGLO,
LLC, between August and December 2016. The Debtor did not pay
Empire Airlines for its work.
On April 23, 2017, the Debtor filed a petition for relief under
Chapter 11 of the Bankruptcy Code. When a petition is filed under
the Bankruptcy Code, the Court maintains that Section 362(a)(4)
operates as a stay, against all entities, of any act to create,
perfect or enforce any lien against property of the estate.
But on June 2, 2017 Empire Airlines filed with the FAA a Notice of
Aircraft Lien, which was dated June 1, 2017, against the plane.
Accordingly, the Debtor asks the Court to declare the lien filed by
Empire Airlines void.
Empire Airlines argues that the act of filing the Notice of
Aircraft Lien is not a violation of the automatic stay because the
work that gave rise to the lien occurred pre-petition, and the only
action Empire Airlines took was to perfect its lien by recording it
-- Empire Airlines took no action to enforce or collect on the
lien.
Empire Airlines relies upon the Idaho statute which states that:
"Any person, firm, or corporation who expends labor, skill, or
materials upon an aircraft, aircraft engines, propellers,
appliances, or spare parts, at the request of its owner, reputed
owner, or authorized agent of the owner, or lawful possessor of the
aircraft, has a lien upon the aircraft, or related equipment, for
the contract price of the expenditure, or in the absence of a
contract price, for the reasonable value of the expenditure. The
statutory lien created pursuant to the section is dependent upon
recordation of the lien at the FAA aircraft registry in accordance
with Section 45-1103, Idaho Code… The statutory lien created
pursuant to Section 45-1102, Idaho Code is not valid unless and
until it is recorded with the FAA aircraft registry in the manner
and in the form generally required for the Recording of Aircraft
Titles and Security Documents pursuant to 14 CFR 49. "
The Court notes that Idaho statute clearly states that no lien
arises until recordation. Thus, there is no relation back upon
which Empire Airlines can rely. Accordingly, the Court finds that
the automatic stay was violated.
The Court explains that in situations such as this -- where the
bankruptcy court finds that the action by the creditor violated the
automatic stay -- the court can find that the action is void.
Accordingly the Court declares the lien void.
The Court points out that filing a motion to lift stay is, of
course, always the safest course of action for any creditor in a
bankruptcy case to take when seeking to take any action against a
Debtor.
The Court, at the behest of the Debtor, directs Empire Airlines to
prepare and file whatever documentation is necessary to remove the
lien from the FAA records. Finally, the Debtor asks for damages
resulting from the filing of the wrongful lien.
A full-text copy of the Order dated August 31, 2017, is available
at https://is.gd/d2r9Mc from Leagle.com.
About FlyGLO LLC
FlyGLO, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. La.
Case No. 17-11015) on April 23, 2017. The petition was signed by
Calvin C. "Trey" Fayard, III, chief executive officer. In its
petition, the Debtor estimated $10 million to $50 million in both
assets and liabilities.
The Hon. Elizabeth W. Magner presides over the case.
Heller, Draper, Patrick, Horn & Dabney, LLC represents the Debtor
as counsel. The Debtor employs Fishman Haygood LLP as special
counsel regarding various billing disputes and regarding damage to
one of the Debtor's leased planes as a result of a "hot start" of
the plane's engine; and Akin Gump Strauss Hauer & Feld LLP as
special counsel regarding the Department of Transportation's rules
and regulations applicable to its operation as an indirect air
carrier, its relationship with Corporate Flight Management Inc.,
and its business dealings with vendors.
No trustee or official committee has been appointed.
FOUNDATION HEALTHCARE: Court Confirms 1st Amended Joint Plan
------------------------------------------------------------
Judge Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas approves the Disclosure Statement on a
final basis, and confirms the First Amended Joint Chapter 11 Plan
of Liquidation filed by Foundation Healthcare, Inc. and University
General Hospital, LLC.
Judge Nelms also approves the designation of Jason A. Rae of Lain,
Faulkner & Co., P.C. as the Plan Administrator, who will act as the
disbursing agent and will have all powers, rights, duties, and
protections afforded to the Plan Administrator to make
Distributions under the provisions of the Plan.
A full-text copy of the Order dated September 11, 2017, is
available at https://is.gd/pIHTZf from Leagle.com.
About Foundation Healthcare
University General Hospital LLC is a 69-bed health care facility
located at 7501 Fannin Street, Suite 100 Houston, Texas. Prior to
its closure in January 2017, University General Hospital offered a
full array of equipment and services including inpatient and
outpatient medical treatments and surgeries.
Foundation Healthcare Inc., a publicly traded Oklahoma corporation,
was in the business of owning and managing facilities which
operated in the surgical segment of the healthcare industry. It
has ceased to conduct business operations and has no employees.
Foundation Healthcare currently only has a contracted interim Chief
Financial Officer and a contracted Chief Restructuring Officer, and
one part time assistant.
University General Hospital previously sought bankruptcy protection
(Bankr. S.D. Tex. Case No. 15-31097). The case was filed on Feb.
27, 2015. Foundation HealthCare completed its acquisition of
University General Hospital in January 2016. Foundation Healthcare
purchased the facility for $33 million in a court-approved sale.
University General Hospital, doing business as Foundation Surgical
Hospital of Houston, and its affiliate Foundation Healthcare filed
Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 17-42570 and
17-42571) on June 21, 2017. The petitions were signed by Richard
Zahn, manager. The cases are jointly administered before Judge
Russell F. Nelms with Foundation Healthcare's case as the lead.
The Debtors are represented by Vickie L. Driver, Esq., at Husch
Blackwell LLP. The Debtors hire Michael S. Miller of Ankura
Consulting Group, LLC, as chief restructuring officer. The Debtors
employ Eide Bailly LLP, as accountant and Donlin, Recano & Company,
Inc., as their claims and noticing agent.
At the time of filing, University General disclosed $1 million to
$10 million in assets and $1 million to $50 million in liabilities.
Foundation Healthcare disclosed $1 million to $10 million in assets
and liabilities.
FRAC TECH: Bank Debt Trades at 10% Off
--------------------------------------
Participations in a syndicated loan under Frac Tech Services Ltd is
a borrower traded in the secondary market at 89.92
cents-on-the-dollar during the week ended Friday, September 1,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.63 percentage points from
the previous week. Frac Tech pays 475 basis points above LIBOR to
borrow under the $0.550 billion facility. The bank loan matures on
April 3, 2021 and carries Moody's Caa2 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 September 1.
FRONTIER COMMUNICATIONS: Bank Debt Trades at 5% Off
---------------------------------------------------
Participations in a syndicated loan under Frontier Communications
is a borrower traded in the secondary market at 95.09
cents-on-the-dollar during the week ended Friday, September 1,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.74 percentage points
from the previous week. Frontier Communications pays 375 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 September
1.
GENERAL NUTRITION: Bank Debt Trades at 5% Off
---------------------------------------------
Participations in a syndicated loan under General Nutrition is a
borrower traded in the secondary market at 94.88
cents-on-the-dollar during the week ended Friday, September 1,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.42 percentage points from
the previous week. General Nutrition pays 250 basis points above
LIBOR to borrow under the $1.350 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 September
1.
GIGA-TRONICS INC: Enters Into Short-Term Forbearance with PFG
-------------------------------------------------------------
Giga-tronics Incorporated entered into a loan agreement with
Partners For Growth V, L.P. on April 27, 2017. Under the terms of
the agreement, PFG made a term loan to Giga-tronics in the
principal amount of $1,500,000, with funding occurring on April 28,
2017. The loan has a two-year term, with interest only payments
for the term of the loan. To stay in compliance with the loan
terms, the Company must meet certain financial covenants associated
with minimum quarterly revenues and monthly minimum shareholders'
equity. The lender can accelerate the maturity of the loan in case
of a default. As of the quarter ended June 24, 2017, the Company
was not in compliance with the revenue and shareholders' equity
covenants.
On Aug. 2, 2017, the Company and PFG entered into a short-term
(through the end of August) forbearance arrangement with respect to
such noncompliance. The Company gives no assurance it will be able
to comply with the terms of the forbearance agreement or that PFG
will agree to a further extension of forbearance at the end of the
initial forbearance period. Upon the expiration of the forbearance
period, the obligation will become immediately due and payable in
full unless waived by PFG in its sole discretion. The Company will
most likely be required to raise additional capital to rectify the
noncompliance. No assurance can be given that the Company will be
able to raise sufficient capital on timely a basis.
About Giga-tronics
Headquartered in Dublin, California, Giga-tronics Incorporated
(NASDAG:GIGA) produces electronic warfare instruments used in the
defense industry and YIG RADAR filters used in fighter jet
aircraft. It designs, manufactures and markets the new Advanced
Signal Generator (ASG) for the electronic warfare market, and
switching systems that are used in automatic testing systems
primarily in aerospace, defense and telecommunications.
Giga-tronics reported a net loss of $1.54 million on $16.26 million
of net sales for the year ended March 25, 2017, compared to a net
loss of $4.10 million on $14.59 million of net sales for the year
ended March 26, 2016. As of June 24, 2017, Giga-tronics had $9.06
million in total assets, $8.39 million in total liabilities and
$668,000 in total shareholders' equity.
GRAFTECH INTERNATIONAL: Incurs $17.4 Million Net Loss in Q2
-----------------------------------------------------------
Graftech International Ltd. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $17.38 million on $116.3 million of net sales for the three
months ended June 30, 2017, compared to a net loss of $128.4
million on $115.4 million of net sales for the three months ended
June 30, 2016.
For the six months ended June 30, 2017, Graftech reported a net
loss of $43.72 million on $221.05 million of net sales compared to
a net loss of $164.8 million on $210.94 million of net sales for
the same period a year ago.
As of June 30, 2017, $1.14 billion in total assets, $602.02 million
in total liabilities and $547.3 million in total stockholders'
equity.
The Company believes it has adequate liquidity to meet its needs.
As of June 30, 2017, the Company had cash and cash equivalents of
$11.9 million, long-term debt of $368.0 million, short-term debt of
$8.0 million and stockholder's equity of $547 million.
On April 27, 2016, GrafTech and certain of its subsidiaries entered
into an amendment to the Revolving Facility. As a result of the
amendment, the size of the Revolving Facility was permanently
reduced from $375 million to $225 million. New covenants were also
added to the Revolving Facility, including a requirement to make
mandatory repayments of outstanding amounts under the Revolving
Facility and the Term Loan Facility with the proceeds of any sale
of all or any substantial part of the assets included in the
Engineered Solutions segment and a requirement to maintain minimum
liquidity (consisting of domestic cash, cash equivalents and
availability under the Revolving Facility) in excess of $25
million. The covenants were also modified to provide for: the
elimination of certain exceptions to the Company's negative
covenants limiting the Company's ability to make certain
investments, sell assets, make restricted payments, incur liens and
incur debt; a restriction on the amount of cash and cash
equivalents permitted to be held on the balance sheet at any one
time without paying down the Revolving Facility; and changes to the
Company's financial covenants so that, until the earlier of March
31, 2019, or the Company has $75 million in trailing twelve month
EBITDA, the Company is required to maintain trailing twelve month
EBITDA above certain minimums ranging from ($40 million) to $35
million after which the Company's existing financial covenants
under the Revolving Facility will apply.
With this amendment, the Company has full access to the $225
million Revolving Facility, subject to the $25 million minimum
liquidity requirement. As of June 30, 2017, the Company had $68.5
million of borrowings on the Revolving Facility and $14.1 million
of letters of credit drawn against the Revolving Facility. In
addition to the Revolving Facility, the Company has $29.5 million
outstanding on its Term Loan Facility.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/323fYQ
About Graftech International
Headquartered in Independence, Ohio, Graftech International Ltd. --
http://www.graftech.com-- is a manufacturer of a broad range of
high quality graphite electrodes, products essential to the
production of electric arc furnace steel and various other ferrous
and nonferrous metals.
Graftech reported a net loss of $235.8 million on $437.9 million of
net sales for the year ended Dec 31, 2016.
Graftech had a net loss of $33.5 million on $193.1 million of net
sales for the period Aug. 15, 2015, through Dec. 31, 2015, and its
predecessor had a net loss of $120.6 million on $339.9 million of
revenue for Jan. 1 to Aug. 14, 2015.
* * *
In December 2016, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on GrafTech International Ltd. At the same time, S&P
revised its rating outlook on the company to stable from negative.
Graftech carries a 'Caa1' corporate family rating from Moody's
Investors Service.
GRAND CANYON RANCH: Nov. 8 Hearing on Creditor Plan
---------------------------------------------------
Creditor Fann Contracting, Inc., filed with the U.S. Bankruptcy
Court for the District of Nevada a disclosure statement to
accompany its first amended plan of liquidation for Grand Canyon
Ranch, LLC.
A hearing to consider the approval of the Disclosure Statement is
set for Nov. 8, 2017, at 1:30 p.m.
The Class 3A General Unsecured Claims of Fann is impaired by the
Plan. Fann will receive a pro rata distribution of all funds
received by the estate in an amount of no less than $500,000.
Distributions to Class 3A will be made 60 days following the
Effective Date of the Plan or on the Effective Date of the
Plan.
Class 3B consists of the allowed general unsecured claims,
excepting Fann. Holders of allowed general unsecured claims will
receive pro rata distributions on account of their claims from the
Estate's cash on hand following the consummation of the Settlement
Agreement. Class 3B's pro rata distribution will be reduced, if
necessary, to ensure that Fann receives no less than a $500,000
distribution. Distributions to Class 38 will be made 60 days
following the Effective Date of the Plan or as soon as a base
number for distribution can be calculated, but all payments will be
made no later than three years after the Effective Date.
Class 3B includes a claim from the Internal Revenue Service in the
amount of $34,111.91 and the unsecured claim of the AZDOR in the
amount of $7,539.95. The Unsecured Tax Claims are the
co-responsibility of non-Debtor entities, specifically the Mared
Parties and the Canyon Rock Parties, and the Unsecured Tax Claims
will be equitably marshalled so that the AZDOR and the IRS must
seek repayment of their respective claim from these entities prior
to seeking a distribution from the estate. The Unsecured Tax
Claims to the extent allowed, will be paid their pro rata
distribution upon the later of: (1) conclusion of the AZDOR's and
IRS's exhaustive attempt to seek repayment of this claim from
non-debtor entities; or (2) 14 days following a final court order
allowing or disallowing in part the Unsecured Tax Claims following
a claim objection.
Additionally, Fann believes that there are other claims that are
the co-responsibility of the Mared Parties and the Canyon Rock
Parties and will be bringing objections to those claims so that
they must first seek repayment from non-debtor entities. Class 3B
is impaired and is entitled to vote.
The funding for the Plan consists of the proceeds received by the
estate pursuant to the Settlement Agreement and purchase of the
Frontier Property by Mared for $1,750,000 of which the estate will
net $850,000 as $900,000 is earmarked for, and will be immediately
transferred to, the Canyon Rock Parties outside of the Plan. In
addition, within 30 days after the Effective Date, Liberty Mutual
and Gallagher Basset will each pay $100,000 into the estate, for a
total contribution of $200,000, in order to fully and finally
settle the Fann Litigation and in exchange for full releases of
Liberty Mutual, Gallagher Basset, and Fann by the estate. Further,
Fann intends to equitably marshal the claims of the AZDOR, the
Mohave County Attorney's Office, the IRS and the NDTER, among other
claims, as those claims are the co-responsibility of the Mared
Parties and the Canyon Rock Parties. The Plan provides that the
Tax Claimants must first pursue their claims against the non-debtor
entities before seeking a distribution from the estate.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nvb15-14145-531.pdf
About Grand Canyon Ranch
Headquartered in Las Vegas, Nevada, Grand Canyon Ranch, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No.
15-14145) on July 20, 2015, 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 Nigel Turner,
manager.
Judge August B. Landis presides over the case.
Matthew L. Johnson, Esq., at Johnson & Gubler, P.C., serves as the
Debtor's bankruptcy counsel.
GRAND DAKOTA: Chapter 11 Cases Transferred to North Dakota
----------------------------------------------------------
Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western
District of North Carolina has issued an order directing the
transfer these two cases: In re Grand Dakota Partners, LLC, Chapter
11 Case No.17-31184, and In re Grand Dakota Hospitality, LLC,
Chapter 11 Case No. 17-31185, to the U.S. Bankruptcy Court for the
District of North Dakota.
The U.S. Bankruptcy Administrator's Motion to Dismiss or Change
Venue, arguing that (a) venue of these two jointly administered
Chapter 11 cases, In re Grand Dakota Partners, LLC, Case
No.17-31184, and In re Grand Dakota Hospitality, LLC, Case No.
17-31185, is not properly placed in the Western District of North
Carolina under the applicable requirements of 28 U.S.C. Section
1408 and (b) in the alternative, even if venue is proper, the two
cases nevertheless should be transferred to North Dakota under 28
U.S.C. Section 1412.
During the hearing conducted on July 26, 2017, Stephen D. Barker's
declaration and live testimony from Mr. Barker were offered into
evidence. Based upon the record in this case, the evidence
presented and the arguments of counsel, the Court makes the
following findings:
(1) Grand Dakota Partners, LLC, a Delaware limited liability
company, and Grand Dakota Hospitality, LLC, a Delaware limited
liability company, own and operate the Grand Dakota Lodge and
Conference Center, a full-service hotel with restaurant, bar and
conference facilities, located in Dickinson, Stark County, North
Dakota. Grand Dakota Partners owns the Hotel while Grand Dakota
Hospitality owns a liquor license issued in North Dakota which is
used for the bar and restaurant at the Hotel.
(2) The direct owners of Grand Dakota Partners are two Nevada
entities: Merlin Holdings, LLC, which owns 99% of Grand Dakota
Partners' equity interests, and Cibix Management, Inc., which owns
1% of Grand Dakota Partners' equity interests. Cibix is also the
limited liability company manager of Grand Dakota Partners. Cibix
maintains an office in Charlotte, North Carolina. Stephen Barker is
the sole owner of Cibix, and he owns 98% of Merlin. He thereby
indirectly owns more than 99% of Grand Dakota Partners. Mr. Barker
and his wife, Kris Barker, each own 50% of the equity interests in
Grand Dakota Hospitality. The Barkers reside in Charlotte, North
Carolina.
(3) Management and operation of the Hotel ultimately is at the
direction and approval of Cibix, the limited liability company
manager of Grand Dakota Partners, and Mr. Barker, the principal of
Grand Dakota Partners and Cibix. Day-to-day on-site operation of
the Hotel is overseen by Kinseth Hospitality Company, Inc., an Iowa
corporation, which is not an affiliate of either Debtor.
(4) The Debtors are registered to conduct business in North
Dakota. The Debtors are not registered to conduct business in North
Carolina.
(5) According to Grand Dakota Partners' schedules of assets
and, Grand Dakota Partners owned the Hotel and: (a) two bank
accounts at American containing approximately $344,000; (b)
approximately $42,000 of personal property (hotel inventory and
supplies); (c) approximately $15,000 of office furniture and
equipment; (d) approximately $14,000 of other machinery, equipment
and vehicles; and (e) another $100,000 of hotel room, lobby and bar
furniture and furnishings. All such assets of Grand Dakota Partners
are in North Dakota.
(6) As reflected in Schedule G of Grand Dakota Partners'
schedules of assets and liabilities, Grand Dakota Partners is a
party to more than 70 executory contracts. To the extent Grand
Dakota Partners disclosed the locations of the counterparties, all
but five of them are located in North Dakota and none are located
in North Carolina. In Schedule G Grand Dakota Partners has
identified 26 executory contract counterparties located in North
Dakota. Grand Dakota Partners has not disclosed in Schedule G the
locations of the remaining counterparties to pending executory
contracts, but it appears from the contract descriptions (such as
catering agreement, which is the description for 31 of such
executory contracts) that these contracts also involve
counterparties located in North Dakota.
(7) According to Grand Dakota Hospitality's schedules of
assets and liabilities, as of the Petition Date Grand Dakota
Hospitality's only assets are a $4,300 checking account at
American, approximately $24,500 of liquor, wine and beer and its
North Dakota liquor license. All such assets of Grand Dakota
Hospitality are in North Dakota.
(8) As reflected in Schedule D of Grand Dakota Partners'
schedules of assets and liabilities, Grand Dakota Partners' only
secured creditor is American, which maintains offices in North
Dakota but not in North Carolina. According to Schedule E of Grand
Dakota Partners' schedules of assets and liabilities, two of Grand
Dakota Partners' three unsecured creditors with priority claims are
located in North Dakota (and the third is the Internal Revenue
Service). Grand Dakota Partners lists 31 unsecured creditors in
Schedule F, of which 17 are identified in as being located in North
Dakota. Substantially more than 90% of the total debts owed by GDP
(in excess of $9.4 million) are owed to secured and unsecured
creditors located in North Dakota.
(9) Dakota Hospitality's only known creditor is American.
(10) Mr. Barker testified at the hearing on July 26, 2017,
that he periodically travels to North Dakota to participate in
meetings related to operation and management of the Hotel and that
other Cibix employees sometimes travel to North Dakota for the same
reasons. Mr. Barker also testified that he and other Cibix
employees frequently consult via telephone with Kinseth personnel,
both on-site and in Iowa, regarding management and operation of the
Hotel. He further testified that many decisions ultimately made by
him or Cibix regarding operation of the Hotel are made through
collaboration with such Kinseth personnel.
Notwithstanding that venue of a bankruptcy case may be proper in a
district, a court may transfer a case or proceeding under title 11
to another district "in the interest of justice or for the
convenience of the parties."
The Court finds that the record demonstrates that each Debtor's
principal place of business is in Charlotte, North Carolina,
although neither Debtor is registered with the North Carolina
Secretary of State to conduct business within North Carolina, such
that venue of the two cases under 28 U.S.C. Section 1408 is
properly placed in the Western District of North Carolina. The
Court also finds that the location of all or substantially all of
the Debtors' assets in North Dakota supports transfer of these
cases to North Dakota.
Accordingly, the Court concludes that North Dakota would the best
place for the overwhelming majority of the Debtors' creditors and
contract counterparties to participate in these two bankruptcy
cases considering that vast majority of the Debtors' creditors
(including counterparties to executory contracts) are located in
North Dakota where the Hotel is operated. The Court notes that the
formation and functioning of an unsecured creditor's committee
would more likely be successful in North Dakota than in North
Carolina.
In addition, the Court notes that transfer of these two cases to
North Dakota is also appropriate because many of the potential
witnesses necessary to the administration of the estate likely will
be located in North Dakota. The Court also notes that the only
apparent potential witnesses located in North Carolina would be Mr.
Barker and perhaps other Cibix employees.
Although generally there is a presumption in favor of maintaining a
debtor's choice of venue, because the overwhelming majority of
creditors and potential witnesses are located in North Dakota, the
Court says that North Dakota is the logical place for them to
participate and for these two bankruptcy cases to proceed.
A full-text copy of the Order dated August 28, 2017, is available
at https://is.gd/a3MBjH from Leagle.com.
About Grand Dakota
Grand Dakota owns the Ramada Grand Dakota Hotel Dickinson located
near Prairie Hills Mall. The hotel's rooms and suites have Serta
beds, flat-screen TVs, and free WiFi. It also has an indoor pool,
hot tub and fitness center. The hotel also features an onsite
restaurant, barber shop, lounge, and 14,000-square-feet of
conference space.
Affiliated debtors Grand Dakota Partners, LLC (Bankr. W.D. N.D.
Case No. 17-31184) and Grand Dakota Hospitality, LLC (Bankr. W.D.
N.D. Case No. 17-31185) each filed for Chapter 11 bankruptcy
protection on July 20, 2017. The petitions were signed by Stephen
D. Barker, president, Cibix Management, Inc., the managing member
of the Debtors.
Grand Dakota Partners estimated its assets and liabilities at
between $10 million and $50 million each. Grand Dakota Hospitality
estimated its assets at up to $50,000 and liabilities at between
$10 million and $50 million.
Judge Laura T. Beyer presides over the case.
Bradley E. Pearce, Esq., at Pearce Law PLLC, serves as the Debtors'
bankruptcy counsel.
GTT COMMUNICATIONS: Notes Add-On No Impact on Moody's B2 CFR
------------------------------------------------------------
Moody's says GTT Communications, Inc.'s (GTT) B2 corporate family
rating (CFR) is unchanged following its anticipated $100 million
add-on to its 7.875% unsecured notes due 2024. Proceeds from the
debt issuance will be used for general corporate purposes,
including potential acquisitions. Moody's believes any likely
transactions will be leverage neutral in the intermediate term
after cost synergies based on the company's historical acquisition
track record. Moody's would not expects a materially negative
impact to GTT's credit profile from any acquisitions in the near
term. Should no acquisitions materialize, Moody's anticipates
proceeds will be used to repay a portion of the company's
outstanding bank loans. All other ratings including the company's
stable outlook are also unchanged.
Expanding its customer base through acquisitions is a key element
of GTT's growth strategy. While GTT's leverage would be expected to
increase initially with any fully or partially debt-funded
acquisition activity, Moody's believes the company's debt leverage
(Moody's adjusted) will continue to trend lower to at or below 5x
by the end of 2018.
GTT's B2 CFR reflects its modest prospective leverage, solid free
cash flow, and revenue growth potential. GTT's service
differentiation and competitive offerings support continued growth
within its target market of international network services,
especially given the company's relatively low market share
currently. The company's low capital spending requirements at
approximately 5-6% of revenues and steadily improving margin
profile drive meaningful excess cash flows.
GTT's acquisitive strategy, small scale and low (although
improving) asset coverage relative to its debt load constrain the
rating. The January 2017 acquisition of Hibernia has improved the
company's asset coverage and helped lower its overall cost
structure. While GTT's strategy employs a network architecture with
mostly leased infrastructure that underpins this low capital
intensity, it potentially exposes the company to margin pressure if
end-user pricing and network leasing cost trends were to diverge
quickly. Fairly evenly matched customer and supplier contracts
negate this risk under normal market conditions. Because of the
company's capex-light strategy Moody's believes that it has lower
leverage tolerance than a traditional, facilities-based carrier.
The B2 rating could upgraded if leverage falls below 4x (Moody's
adjusted) and free cash flow to debt exceeds 10%. The rating could
be downgraded if liquidity becomes strained, if free cash flow is
negative or if leverage is sustained above 5x (Moody's adjusted).
Based in McLean, VA., GTT is a multinational Tier 1 internet
service provider which also offers global enterprise network
services. The company operates a global IP backbone and offers
networking and cloud based solutions to its enterprise and carrier
clients. During the last 12 months ended June 30, 2017, the company
generated $637 million in revenue.
GTT COMMUNICATIONS: S&P Cuts CCR to 'B' on Increased Leverage
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on McLean,
Va.-based GTT Communications Inc. to 'B' from 'B+'. The outlook is
stable.
U.S. internet protocol (IP) network operator GTT Communications
Inc. is increasing leverage to fund future acquisitions, which S&P
expects to prolong improvement in the company's credit metrics.
S&P said, "At the same time, we lowered the rating on GTT's senior
secured debt to 'B+' from 'BB-'. The recovery rating remains '2',
which indicates our expectation of substantial (70%-90%; rounded
estimate: 70%) recovery in the event of payment default.
"In addition, we lowered the rating on GTT's senior unsecured debt
to 'CCC+' from 'B-'. The recovery rating remains '6', which
indicates our expectation of negligible (0%-10%; rounded estimate:
5%) recovery in the event of payment default.
"We expect GTT to use net proceeds from the $100 million tack-on to
its $450 million of 7.785% senior unsecured notes due 2024 to fund
acquisitions (including its recent acquisition of Transbeam Inc.
for $28 million) and for other general corporate purposes.
"The downgrade reflects the increase in GTT's leverage to provide
funding for future acquisitions. As a result of the company's
planned $100 million tack-on to its senior unsecured notes, we
expect that adjusted debt to EBITDA will be in the mid-5x area by
the end of 2017, which is meaningfully higher than our previous
expectation of about 5x by year-end. Moreover, we believe the added
debt prolongs the company's path to achieving leverage below 5x (on
an S&P Global Ratings-adjusted basis), which was our downgrade
threshold for the 'B+' rating. Based on our revised forecast, we do
not expect GTT to approach leverage of around 5x until the end of
2018.
"The stable outlook reflects our belief that while the company will
reduce leverage to the low 5x-area from earnings growth and the
realization of synergies over the next 12 months, it will likely
pursue debt-financed acquisitions that would keep leverage elevated
over the longer-term.
"We could raise the rating if the company is able to successfully
integrate its recent acquisitions while reducing leverage to below
5x. However, even under that scenario, an upgrade is contingent on
expected stability in the competitive environment and the company
maintaining a financial policy that allows for leverage to be
sustained comfortably below 5x.
"We could lower the rating if operating and financial performance
deteriorates because of increased competitive pressures, or if GTT
experiences execution missteps from the integrations of recent
acquisitions, which results in higher churn or margin compression
that ultimately hurt the company's liquidity. Additionally, we
could lower the rating if it were to make additional debt-financed
acquisitions such that leverage increased above 6.5x without a
credible path for de-leveraging or correspondent improvement in the
company's business risk profile."
GUAM GOVERNMENT: Moody's Assigns Ba1 Issuer Rating; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service has assigned an Issuer Rating of Ba1,
with a stable outlook, to the Government of Guam. This rating
serves as a reference point for the ratings on the revenue bonds of
the territory's enterprise authorities: Guam Waterworks Authority
(Baa2 stable), Guam Power Authority (Baa2 stable), and A. B. Won
Pat International Airport Authority (Baa2 stable). The Issuer
Rating is equivalent to the rating Moody's would assign to general
obligation debt of the government.
The Issuer Rating of Ba1 reflects Guam's small and concentrated
economy; weak general fund finances; and debt levels, while below
those of other territories, significantly above US state medians.
Generally positive economic trends and a good economic outlook, and
a favorable pension funding situation are also reflected in the
rating. While the recent escalation of regional geopolitical
tension is credit negative for Guam, the risks are sufficiently low
and are not currently a rating factor.
Rating Outlook
The outlook on the government's issuer rating is stable, reflecting
positive economic trends and the government's initiatives to
strengthen general fund expenditure controls and improve revenue
estimates.
Factors that Could Lead to an Upgrade
-- Improved general fund financial performance, including the
restoration of positive fund balances without the use of deficit
financings.
-- Expansion and diversification of the economy.
Factors that Could Lead to a Downgrade
-- Failure to eliminate general fund operating deficits and make
progress in reducing accumulated fund deficit, and/or weakening of
liquidity.
-- A return to deficit financings.
-- Increase in debt levels.
Legal Security
The Issuer Rating is equivalent to the rating Moody's would assign
to general obligation debt of the government.
Use of Proceeds. Not applicable.
Obligor Profile
The Territory of Guam is located in the western Pacific Ocean
approximately 3,800 miles west-southwest of Honolulu, 1,550 miles
south-southeast of Tokyo, and 1,600 miles east of Manila. The land
area is 212 square miles, approximately the same size as Oahu, and
the population is approximately 162,000. The gross domestic product
was $5.8 billion in 2016 and GDP per capita was $35,500,
approximately 66% of the US level.
GULFMARK OFFSHORE: Files 1st Amendment on Secured Credit Agreement
------------------------------------------------------------------
BankruptcyData.com reported that Gulfmark Offshore filed with the
U.S. Bankruptcy Court a motion for an order approving the approving
first amendment to the Company's senior secured super priority
debtor-in-possession credit agreement. The motion notes, "The
definition of 'Milestones" set forth in Annex D to the Credit
Agreement is hereby amended as follows: (a) the phrase 'by 90 days
after the Petition Date, but in no event later than August 21,
2017' in clause (vi) thereof is hereby deleted in its entirety and
replaced with the phrase 'by October 10, 2017'; (b) the phrase
'before August 21, 2017' in clause (vi) thereof is hereby deleted
in its entirety and replaced with the phrase 'before October 10,
2017'; (c) the phrase 'by 14 days after entry of an order
confirming the Acceptable Plan of Reorganization, but in no event
later than September 4, 2017' in clause (vii) thereof is hereby
deleted in its entirety and replaced with the phrase 'as soon as
reasonably practicable after October 10, 2017, but in no event
later than October 31, 2017'; and (d) clause (v) thereof is hereby
amended and restated in its entirety to read as follows: '(v) on
September 27, 2017, the Borrower shall have accepted one or more
definitive commitment letters from lenders for exit financing
credit facilities that provide commitments for an aggregate
borrowing capacity to the Borrower, the Lender and/or any of their
respective Affiliates of not less than $125,000,000, which
commitments shall not be subject to any material conditions other
than (1) the effectiveness of the Acceptable Plan of Reorganization
and the transactions contemplated thereby, (2) final loan
documentation that is satisfactory to the Company and such lenders
and that includes the terms of the financing referenced in such
commitment letter(s), and (3) in the case of any such commitment
letter provided by DNB Capital, the conditions set forth in the
Exit Financing Term Sheet.'"
The Court subsequently approved the amendment motion, according to
BankruptcyData.
About Gulfmark Offshore
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of the Company's operations are
conducted in the North Sea, offshore Southeast Asia and offshore
the Americas. The Company currently operates a fleet of 73 owned or
managed offshore supply vessels, or OSVs, in the following regions:
30 vessels in the North Sea, 13 vessels offshore Southeast Asia,
and 30 vessels offshore the Americas.
GulfMark Offshore, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 17-11125) on May 17, 2017. Quintin V.
Kneen, president and chief executive officer, signed the petition.
Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor. The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.
HARD ROCK EXPLORATION: Hires Getty Law Group as Special Counsel
---------------------------------------------------------------
Hard Rock Exploration, Inc., and its affiliates seek authority from
the United States Bankruptcy Court Southern District of West
Virginia, Charleston Division, to employ Getty Law Group PLLC as
its special counsel.
The Debtors relate they need to employ Getty Law Group PLLC as
special counsel to advise and assist them in connection with their
ongoing litigation with The Huntington National Bank in the case
captioned, Hard Rock Exploration, Inc. v. The Huntington National
Bank et al. in the Circuit Court of Monongalia County, West
Virginia, Civil Action No. 16--171 (State Court Action); and Hard
Rock Exploration, Inc. v. The Huntington National Bank et al. in
the Northern District of West Virginia, Civil Action No. 1:16-cv-48
(Federal Court Action).
Services to be rendered by Getty Law are:
a. provide the Debtors with legal advice with respect to their
powers, rights, duties and obligations under the Huntington
National Bank loan documents;
b. prepare on behalf of the Debtors all necessary motions,
pleadings, answers, orders, reports, and other papers in the State
Court Action and the Federal Court Action;
c. take legal action as is necessary to protect and conserve
property of the estate;
d. assist the Debtors with the negotiation of the State Court
Action and the Federal Court Action;
e. defend the Debtors against all collection actions and
litigation taken by the Huntington bank; and
f. perform any and all other legal services incident and
necessary to resolve, prosecute or defend the State Court Action or
Federal Court Action.
Getty Law will charge hourly based on its usual and customary rates
for similar services, ranging from $190 to $500 per hour for
attorneys and $150 to $175 an hour for paralegals. The firm's
professionals and their hourly rates are:
Richard Getty, Member: $500
Danielle Brown, Member: $385
Kristopher Collman, Member: $290
Matthew English, Of Counsel: $290
Richard A. Getty attests that his firm is a disinterested person
under the definition set forth in the Bankruptcy Code and does not
hold or represent any interest adverse the interest of the estate.
The Counsel can be reached through:
Richard Getty, Esq.
Danielle Brown, Esq.
Kristopher Collman, Esq.
Matthew English, Esq.
GETTY LAW GROUP PLLC
1900 Lexington Financial Center
250 West Main Street
Lexington, KY 40507
Tel: 859-259-1900
Fax: 859-259-1909
Email: rgetty@gettylawgroup
About Hard Rock Exploration
Founded in 2003, Hard Rock Exploration, Inc., and its affiliates
provide oil and gas exploration and production services in Virginia
and West Virginia. Hard Rock focuses on drilling horizontal
wells.
Hard Rock Exploration, Inc., and its affiliates filed a chapter 11
petition (Bankr. S.D. W.Va. Lead Case No. 17-20459) on September 5,
2017. The affiliates are Caraline Energy Company (Bankr. S.D.
W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va.
17-20462); Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463)
and Blue Jacket Partnership (Bankr. S.D. W.Va. 17-20464).
The petitions were signed by James L. Stephens, the Debtors'
president.
The Hon. Frank W. Volk presides over the case. The Debtors are
represented by Christopher S. Smith, Esq. of Hoyer, Hoyer & Smith,
PLLC and Taft A. McKinstry, Esq. at Fowler Bell PLLC.
At the time of filing, Hard Rock estimates $10 million to $50
million in assets and liabilities. Caraline Energy estimates $10
million to $50 million in assets and liabilities.
HARD ROCK EXPLORATION: Taps Hoyer Hoyer & Smith as Local Counsel
----------------------------------------------------------------
Hard Rock Exploration, Inc., and its affiliates seek authority from
the United States Bankruptcy Court Southern District of West
Virginia, Charleston Division, to employ the law firm of Hoyer,
Hoyer & Smith PLLC as their local bankruptcy counsel.
Services to be rendered by Hoyer Hoyer are:
a. provide the Debtors with legal advice with respect to their
powers, rights, duties and obligations in the continued operation
of their business and management of their property in this Chapter
11 case;
b. prepare on behalf of the Debtors all necessary schedules
and statements, preparing motions, applications, answers, orders,
reports and other papers;
c. take legal action as is necessary to protect and conserve
property of the estate;
d. assist the Debtors with the preparation, negotiation,
amendment, confirmation and consummation of its Plan of
Reorganization and accompanying Disclosure statement and any and
all matters;
e. assist the Debtors in dealing with creditors and other
parties-in-interest;
d. advise and represent the Debtors in hearings and other
judicial proceedings in connection with all applications, motions,
complaints and other similar matters;
e. advise the Debtors with respect to the claims and causes of
action which it may have against other parties and institute
appropriate adversary proceedings;
f. represent the Debtors in any pending non-bankruptcy
litigation and any litigation that arises post-petition;
g. advise the Debtors in connection with the potential sale of
assets;
h. consult with the Debtors regarding tax matters; and
i. perform any and all other legal services incident and
necessary to this case.
The Firm will charge hourly based on its usual customary rates
which are:
Ralph W. Hoyer, Member $425
Christopher S. Smith, Member $400
Stephen P. Hoyer, Member $350
David D. Smith, Member $350
Nichola D. Smith, Member $225
Christopher S. Smith attests that Hoyer, Hoyer & Smith PLLC is a
disinterested person under the definition set forth in the
Bankruptcy Code and does not hold or represent any interest adverse
to the interest of the estate with respect to the matters for which
the Firm is to be employed.
The Counsel can be reached through:
Christopher S. Smith, Esq.
HOYER, HOYER & SMITH, PLLC
22 Capitol Street
Charleston, WV 25301
Telephone: 304-344-9821
Telecopier: 304-344-9519
Email: chris@hhsmlaw.com
About Hard Rock Exploration
Founded in 2003, Hard Rock Exploration, Inc., and its affiliates
provide oil and gas exploration and production services in Virginia
and West Virginia. Hard Rock focuses on drilling horizontal
wells.
Hard Rock Exploration, Inc., and its affiliates filed a chapter 11
petition (Bankr. S.D. W.Va. Lead Case No. 17-20459) on September 5,
2017. The affiliates are Caraline Energy Company (Bankr. S.D.
W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va.
17-20462); Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463)
and Blue Jacket Partnership (Bankr. S.D. W.Va. 17-20464).
The petitions were signed by James L. Stephens, the Debtors'
president.
The Hon. Frank W. Volk presides over the case. The Debtors are
represented by Christopher S. Smith, Esq. of Hoyer, Hoyer & Smith,
PLLC and Taft A. McKinstry, Esq. at Fowler Bell PLLC.
At the time of filing, Hard Rock estimates $10 million to $50
million in assets and liabilities. Caraline Energy estimates $10
million to $50 million in assets and liabilities.
HARD ROCK EXPLORATION: Taps Simms Law as Local Special Counsel
--------------------------------------------------------------
Hard Rock Exploration, Inc., and its affiliates seek authority from
the United States Bankruptcy Court Southern District of West
Virginia, Charleston Division, to employ Simms Law Office PLLC as
their local special counsel.
The Debtors relate they need to employ Simms Law Office PLLC as
special counsel to advise and assist them in connection with their
ongoing litigation with The Huntington National Bank in the case
captioned, Hard Rock Exploration, Inc. v. The Huntington National
Bank et al. in the Circuit Court of Monongalia County, West
Virginia, Civil Action No. 16--171 (State Court Action); and Hard
Rock Exploration, Inc. v. The Huntington National Bank et al. in
the Northern District of West Virginia, Civil Action No. 1:16-cv-48
(Federal Court Action).
Services to be rendered by Simms Law Office are:
a. provide the Debtors with legal advice with respect to their
powers, rights, duties and obligations under the Huntington
National Bank loan documents;
b. prepare on behalf of the Debtors all necessary motions,
pleadings, answers, orders, reports, and other papers in the State
Court Action and the Federal Court Action;
c. take legal action as is necessary to protect and conserve
property of the estate;
d. assist the Debtors with the negotiation of the State Court
Action and the Federal Court Action;
e. defend the Debtors against all collection actions and
litigation taken by the Huntington bank; and
f. perform any and all other legal services incident and
necessary to resolve, prosecute or defend the State Court Action or
Federal Court Action.
Simms Law Office will charge the Debtors hourly based in its usual
and customary rates, which is $100 for attorneys. It is anticipated
that the work will be performed by Michael D. Simms at the rate of
$100 per hour.
Michael D. Simms, Esq. attests that his firm is a disinterested
person under the definition set forth in the Bankruptcy Code and
does not hold or represent any interest adverse to the interest of
the estate.
The Firm can be reached through:
Michael D. Simms, Esq.
SIMMS LAW OFFICE PLLC
68 High Street
Morgantown, WV 26505
Tel: 304-296-7776
Fax: 304-296-7774
Email: Michael@simmslawoffice.com
About Hard Rock Exploration
Founded in 2003, Hard Rock Exploration, Inc., and its affiliates
provide oil and gas exploration and production services in Virginia
and West Virginia. Hard Rock focuses on drilling horizontal
wells.
Hard Rock Exploration, Inc., and its affiliates filed a chapter 11
petition (Bankr. S.D. W.Va. Lead Case No. 17-20459) on September 5,
2017. The affiliates are Caraline Energy Company (Bankr. S.D.
W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va.
17-20462); Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463)
and Blue Jacket Partnership (Bankr. S.D. W.Va. 17-20464).
The petitions were signed by James L. Stephens, the Debtors'
president.
The Hon. Frank W. Volk presides over the case. The Debtors are
represented by Christopher S. Smith, Esq. of Hoyer, Hoyer & Smith,
PLLC and Taft A. McKinstry, Esq. at Fowler Bell PLLC.
At the time of filing, Hard Rock estimates $10 million to $50
million in assets and liabilities. Caraline Energy estimates $10
million to $50 million in assets and liabilities.
HARRIS COUNTY HSA: S&P Rates Third-Lien Series 2004A-3 Bonds 'BB'
-----------------------------------------------------------------
S&P Global Ratings affirmed its various ratings on Harris
County-Houston Sports Authority, Texas' following series of bonds:
-- 'A-' rating on the senior-lien series 2001A, 2001G, 2014A, and
2014B bonds;
-- 'BBB' rating on the second-lien series 2014C bonds;
-- 'BB+' rating on the junior-lien series 2001H bonds; and
-- 'BB' rating on the third-lien series 2004A-3 bonds.
The outlook is stable.
"While we will continue to monitor the effect of Hurricane Harvey
on the Harris County-Houston Sports Authority, we believe the
authority will be able to maintain its current ratings," said S&P
Global Ratings credit analyst Sarah Smaardyk. "We believe that
while there may be some short-term budgetary pressures because Gov.
Greg Abbott has suspended all laws authorizing or requiring the
collection of HOT taxes, the authority has already collected enough
pledged revenues to make its principal and interest payment in
November 2017," Ms. Smaardyk added.
According to officials, none of its facilities were damaged. In
addition, there were no additional personnel or operating
expenditures incurred as a result of Hurricane Harvey. At this
time, S&P does not anticipate a long-term credit impact.
S&P will maintain regular communication with the Harris
County-Houston Sports Authority.
Harris County, with an estimated population of 4.6 million,
encompasses the city of Houston and is coterminous with the
authority's taxing boundaries. The county is the nation's
third-largest county, and Houston is the nation's fourth-largest
city.
HOOPER HOLMES: Balthazor Will Remain CFO Until November
-------------------------------------------------------
Hooper Holmes, Inc., entered into Amendment No. 1 to the Employment
Agreement dated March 14, 2016, between the Company and Steven
Balthazor, the Company's chief financial officer. The Amendment
reflects the Company's succession plan for Mr. Balthazor, who has
agreed to remain as the Company's CFO through the filing of its
quarterly report on Form 10-Q for the third quarter ending Sept.
30, 2017, which the Company anticipates filing in mid-November
2017.
The Company has designated Kevin Johnson, 47, as its choice to
assume the CFO position upon Mr. Balthazor's departure. Mr.
Johnson joined the Company on Sept. 11, 2017, in the role of senior
financial advisor, in which position he will work with the Company
until he succeeds to the office of CFO. Mr. Johnson served as the
CFO of MobileAware, a privately held technology company, from 2016
to 2017, and as vice president, corporate controller, and head of
operations at Imprivata, Inc., a provider of information technology
security and identity solutions to the healthcare industry, from
2012 to 2016. Imprivata was listed on the NYSE during Mr.
Johnson's tenure but was acquired and became privately held in
September 2016.
Pursuant to the Amendment, Mr. Balthazor's Agreement will remain in
effect in all respects, with the following modifications:
* Mr. Balthazor will remain with the Company as a senior advisor
from the time he ceases to serve as CFO through Dec. 31, 2017, or
such other date as he and the Company may mutually agree.
* His compensation will remain unchanged during his service as a
senior advisor.
* Following his termination as contemplated by the Amendment, he
will be entitled to the severance described in the Agreement for a
termination without cause and will receive any bonuses earned
through the date of his termination even if they are paid out after
his departure.
* All of his outstanding stock options that have vested on or
before his termination date will be exercisable for six months
after his termination.
* All of his outstanding stock options that are not vested as of
his termination date but which vest based on a performance
condition measured over a period ending on or before his
termination date will continue in effect until the Company makes a
vesting determination under the terms of the applicable plan or
award agreement. Any such options will remain exercisable for six
months after the date of the vesting determination.
About Hooper Holmes
Founded in 1899, Hooper Holmes, Inc. --
http://www.hooperholmes.com/-- is a publicly-traded New York
corporation that provides health risk assessment services. With
the acquisition of Accountable Health Solutions, Inc. in 2015, the
Company has expanded to also provide corporate wellness and health
improvement services. This uniquely positions the Company to
transform and capitalize on the large and growing health and
wellness market as one of the only publicly-traded, end-to-end
health and wellness companies.
Mayer Hoffman McCann P.C., in Kansas City, Missouri, the Company's
independent accounting firm, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has suffered recurring losses
from operations, negative cash flows from operations and other
related liquidity concerns, which raises substantial doubt about
the Company's ability to continue as a going concern.
Hooper Holmes reported a net loss of $10.32 million on $34.27
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $10.87 million on $32.11 million of revenues for the
year ended Dec. 31, 2015.
As of June 30, 2017, Hooper Holmes had $31.89 million in total
assets, $31.91 million in total liabilities and a $25,000 total
stockholders' deficit.
HOUSTON BLUEBONNET: Agreement Preserved Hammans' Oil Interest
-------------------------------------------------------------
In the adversary proceeding captioned HENRY R. HAMMAN, et al.,
Plaintiff(s), v. KENNETH R. LYLE, et al., Defendant(s), Adversary
No. 16-3251 (Bankr. S.D. Tex.), Judge Marvin Isgur of the U.S.
Bankruptcy Court for the Southern District of Texas granted the
Hammans' motion for partial summary judgment and denied Lyle's
cross-motion.
Henry R. Hamman, et al., filed suit in Texas state court against
Kenneth Lyle, et al., claiming to have succeeded to an oil and gas
interest in a 20-acre leasehold and seeking to be paid net profits
or proceeds pursuant to that interest. Houston Bluebonnet, L.L.C.
filed a notice of removal of the state court proceeding to this
Court. Lyle filed a motion for summary judgment asserting that the
Hammans' predecessors previously assigned all of their reserved
rights and interests in the 20 acres to Humble Oil & Refining
Company in 1920, leaving the Hammans with no interest or claims in
oil and gas production from the leasehold. The Hammans filed a
cross-motion for partial summary judgment, arguing that the 1920
agreement did not modify the obligations of Humble and its
successor working interest owners to account for and pay the
Hammans the net proceeds or profits from production on the 20
acres.
The Court finds that the language of the 1920 agreement preserved
the Hammans' interest in the 20 acres despite the conveyance to
Humble. Although Paragraph 7 of the 1920 agreement assigns all of
the net proceeds owners' rights in the 20 acres to Humble, that
Paragraph also contains a savings clause. This savings clause
prevents any transfer of the net proceeds owners' interests in the
20 acres "where such grant might conflict with the rights" reserved
to the net proceeds owners and their successors under the 1920
agreement. Paragraph 2 provides Humble with 7/8 working interest in
the acres subject to the net proceeds owners' 1/8 net proceeds
interest and option to convert that interest to and from a 1/8
working interest. Because this interest is specifically reserved in
the 1920 agreement, the net proceeds owners retained this interest
even after entering into the 1920 agreement via the savings clause
of Paragraph 7. Accordingly, no genuine dispute exists to the fact
that the net proceeds owners' successors, the Hammans as the net
proceeds owners, maintain a 1/8 interest in the 20 acres.
The bankruptcy case is In re: HOUSTON BLUEBONNET, L.L.C., Chapter
11, Debtor(s). HENRY R. HAMMAN, et al., Plaintiff(s), v. KENNETH R.
LYLE, et al., Defendant(s), Case No. 16-34850 (Bankr. S. D. Tex.).
A copy of Judge Isgur's Memorandum Opinion dated Sept. 15, 2017, is
available at https://is.gd/kdtUHa from Leagle.com.
Henry R. Hamman, Plaintiff, represented by Lee S. Gill --
gill@jonesgill.com -- Jones Gill LLP & Barnet B. Skelton, Jr.,
Attorney at Law.
Kenneth R. Lyle, Defendant, represented by H. Miles Cohn --
mcohn@craincaton.com -- Crain, Caton & James, PC, Gary Eugene
Ellison, Attorney at Law & Michelle Valadares Friery --
mfriery@craincaton.com -- Crain, Caton & James, P.C..
Lukin T. Gilliland, Defendant, represented by Calhoun Bobbitt --
cb@ddb-law.com -- Drought Drought et al.
Virginia Nixon, Defendant, represented by Jeff Weems, Staff Weems
LLP.
Thunderbird Drilling Co., Defendant, represented by Matthew F.
Davis -- mdavis@potteranderson.com --Porter Hedges LLP.
About Houston Bluebonnet LLC
Houston Bluebonnet, LLC, is a Texas limited liability company
formed Dec. 5, 2007. The Debtor owns and manages a working
interest in two producing oil and gas wells under an operating
agreement for an oil, gas and mineral lease covering 20 acres in
Brazoria County, Texas. The value of the Debtor's working interest
fluctuates with the price of oil. As of the filing of this
bankruptcy case, the Debtor valued its working interest at $90,000,
based on the tax-assessed value calculated from the sales in 2015.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 16-34850) on Sept. 30, 2016. The Debtor estimated
assets and liabilities of less than $500,000. The petition was
signed by Allyson Davis, authorized representative.
H. Miles Cohn, Esq., at Crain, Caton & James, P.C., serves as the
Debtor's bankruptcy counsel. The Debtor hired Gary E. Ellison, PC,
and Snelling Law Firm as special counsel.
HRG GROUP: S&P Places 'B' CCR & Debt Ratings On Watch Positive
--------------------------------------------------------------
S&P Global Ratings said it placed all of its ratings on HRG,
including the 'B' corporate credit, 'BB-'senior secured, and 'B'
senior unsecured ratings, on CreditWatch with positive
implications.
S&P said, "The CreditWatch placement reflects our view that HRG
will use the majority of net cash proceeds from the pending FGL
sale to repay a meaningful portion of its approximately $1.8
billion total holding company debt. It is also our view that HRG
will subsequently use a portion of its stake in Spectrum Brands
(presently worth about $3.6 billion) to repay all remaining holding
company debt, with the residual value accruing primarily to
shareholders. We believe all remaining holding company debt will be
repaid regardless of the outcome of HRG's strategic evaluation,
which could include the sale of Spectrum Brands or a distribution
of Spectrum Brands shares to HRG shareholders (in conjunction with
structuring the holding company debt repayment).
"We assume a substantial majority (over $1.3 billion) of the
approximately $1.5 billion gross proceeds from the FGL sale will be
available to HRG, partly due to large net operating loss
carryforwards from prior investments to offset taxes on the FGL
gain.
"We expect to withdraw our issue-level ratings on HRG--including
those on its $864.4 million senior secured debt maturing July 15,
2019, and $890 million senior unsecured debt maturing Jan. 15,
2022--as it monetizes its portfolio value. It is probable this will
occur in multiple steps. In addition, we would withdraw our
corporate credit rating on HRG once it repays all of its debt. It
is possible, as an intermediate step, that we could raise the
corporate credit rating on HRG to the level of Spectrum Brands if
it structures a transaction whereby Spectrum Brands becomes the
driver of the group credit profile--for example, if HRG
shareholders effectively become Spectrum Brands shareholders. In
any event, we expect HRG will cease to exist after it repays its
debts and closes its operations.
"In the unlikely event that the FGL sale does not close by early
2018, we would reassess the CreditWatch placement and ratings. This
would include re-evaluating the probability and timing of an FGL
sale, and the outlook for HRG's liquidity over the subsequent 12-18
months, particularly in view of HRG's approximately $100 million
annual cash burn and the July 15, 2019, secured debt maturity."
INFORMATION SOLUTIONS: Plan Confirmation Hearing Set for Nov. 8
---------------------------------------------------------------
Information Solutions, Inc. is now a step closer to emerging from
Chapter 11 protection after a bankruptcy judge approved the outline
of its plan of reorganization.
Judge Madeleine Wanslee of the U.S. Bankruptcy Court for the
District of Arizona on September 19 gave the thumbs-up to the
disclosure statement after finding that it contains "adequate
information."
The order set a November 1 deadline for creditors to file their
objections and cast their votes accepting or rejecting the plan.
A court hearing to consider confirmation of the plan is scheduled
for November 8, at 10:30 a.m. The hearing will take place at
Courtroom 702.
On June 22, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization. The plan
proposed to pay general unsecured creditors 2% of their claims in a
single distribution on the effective date. A copy of the
disclosure statement is available for free at https://is.gd/4EO7qh
A first amended disclosure statement provided that the holder of
Class 4 General Unsecured Claims will receive a single distribution
equal to 2% of its allowed claim with the distribution amount
rounded up to the next highest $10 amount. The distribution will
be paid on the later of the Effective Date or 30
days after entry of a final order allowing the claim. General
unsecured creditors are impaired.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/azb17-05481-122.pdf
The Second Amended Disclosure Statement provided that Class 3 under
the latest plan is Horizon Community Bank's Allowed Secured Claim,
which will be paid in full, together with interest at the initial
rate of 5.25% per annum from and after the Effective Date with a
rate adjustment at the end of the third year to 5.75%. Beginning
with the Effective Date, Horizon will be paid monthly based on a
20-year amortization with all remaining amounts due on the 7th
anniversary of the Effective Date. The amount of Horizon's Allowed
Secured Claim will be fixed at $2.35 million as of the Effective
Date. The balance of its Allowed Claim will be treated as a Class 4
general unsecured claim unless Horizon makes the Section 1111(b)
election.
A full-text copy of the Latest Disclosure Statement is available
at:
http://bankrupt.com/misc/azb0-17-05481-139.pdf
About Information Solutions, Inc.
Information Solutions -- http://www.refugecountryclub.com/-- owns
the Refuge Golf & Country Club located at 3103 London Bridge Rd.
Lake Havasu City, AZ 86404. The property is valued at $2 million.
Information Solutions, Inc., based in Lake Havasu City, AZ, filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 17-05481) on May 17,
2017. The Hon. Madeleine C. Wanslee presides over the case.
Forrester & Worth, PLLC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $2.06 million in assets and
$12.78 million in liabilities. The petition was signed by Jerry
Aldridge, president.
INTREPID POTASH: Incurs $5.93 Million Net Loss in Second Quarter
----------------------------------------------------------------
Intrepid Potash, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $5.93 million on $43.91 million of sales for the three months
ended June 30, 2017, compared to a net loss of $13.39 million on
$51.84 million of sales for the three months ended June 30, 2016.
For the six months ended June 30, 2017, Intrepid reported a net
loss of $19.61 million on $92.24 million of sales compared to a net
loss of $31.82 million on $125.11 million of sales for the six
months ended June 30, 2016.
As of June 30, 2017, Intrepid had $506.07 million in total assets,
$103.31 million in total liabilities and $402.76 million in total
stockholders' equity.
"Our strategy to shift to solar-only potash production and expand
Trio sales paid off in the second quarter with improved potash
margins and a year-over-year increase in Trio sales volume," said
Bob Jornayvaz, Intrepid's executive chairman, president and CEO.
"Solid results and increased visibility into the second half of the
year gave us the confidence to further reduce the outstanding
balance on our senior notes, utilizing remaining proceeds from our
first quarter equity raise and cash from operating activities."
Jornayvaz continued, "We continue to execute on our strategy to
diversify our income and have been successful in increasing sales
of water and by-products. Water sales are continuing to grow and
we are working to put in place a broad set of arrangements with the
goal of generating a significant long-term revenue stream. We
expect at least $20 million to $30 million in water sales during
2018. We believe these additional cash flow streams will allow
Intrepid to better handle the normal variability of the fertilizer
commodity cycle, while also creating synergies in our existing
markets."
Consolidated gross margin increased to $3.7 million and $0.8
million in the second quarter and first half of 2017, respectively,
compared to the prior year. Improvements were driven by lower cost
solar potash production and higher average net realized potash
pricing which offset lower average net realized sales prices for
Trio.
Cash provided by operating activities increased year-over-year to
$9.7 million and $11.5 million for the second quarter and first
half of 2017, respectively. Increased cash flow was driven
primarily by strong spring demand, increased potash prices, and the
elimination of higher-cost conventionally mined potash tons from
the production profile.
Potash production decreased 46% and 45% compared to the second
quarter and first half of 2016, respectively, primarily due to the
idling of the West facility and the transition to Trio-only
production at the East facility. The reduced production profile
decreased sales volumes in the second quarter and first half of
2017 by 39% and 47%, respectively, compared to the year-ago
comparable periods. Average potash net realized sales price per
ton increased 22% and 16%, compared to the second quarter and first
half of 2016, respectively, due to more selective selling
to higher-margin sales locations and customers as well as increases
in the prevailing market price for potash.
During the second quarter and first half of 2017, the potash
segment generated gross margins of $4.0 million and $6.3 million,
respectively. When compared to the year-ago comparable periods,
the gross margin improvements were the result of the lower cost
profile of solar-only production and an increase in average net
realized sales price per ton.
Strong spring demand in domestic markets and an increase in
international sales, drove increases in Trio sales volumes of 79%
and 63% in the second quarter and first half of 2017, respectively,
compared with similar periods in 2016. These increases were mostly
offset by year-over-year declines in average net realized sales
prices per ton. Decreased net realized sales prices were the
result of domestic price decreases announced in the second half of
2016 and an increase in international sales, which have lower
average net realized sales prices. First half 2017 production
increased 23% compared to the first half of 2016 as a result of the
second quarter 2016 transition to Trio-only production at
Intrepid's East facility. Intrepid plans to continue its practice
of matching production to expected demand.
The Trio segment generated a gross deficit of $0.3 million and $5.5
million in the second quarter and first half of 2017, respectively.
First half gross deficit was driven primarily by
lower-of-cost-or-market adjustments in the first quarter of 2017.
Cash balance was $6.2 million at the end of the second quarter of
2017. During the second quarter, Intrepid repaid $23.0 million in
outstanding senior note principal, utilizing remaining cash from
the March 2017 secondary offering and cash from operations. As of
June 30, 2017,
Intrepid had $66.0 million of senior notes outstanding and $17.5
million available for borrowing under its asset-backed credit
facility.
In March 2017, the Comapny issued 50.1 million shares of common
stock in an underwritten public offering for net proceeds of $57.5
million. The net proceeds from the issuance have been used to
partially repay indebtedness.
"Our operations have primarily been funded from cash on hand and
cash generated by operations. We continue to monitor our future
sources and uses of cash, and anticipate that we will make
adjustments to our capital allocation strategies when, and if,
determined by our Board of Directors. We expect to continue to
look for opportunities to improve our capital structure by reducing
debt and its related interest expense. We may, at any time we deem
conditions favorable, also attempt to improve our liquidity
position by accessing debt or equity markets in accordance with our
existing debt agreements. We cannot provide any assurance that we
will pursue any of these transactions or that we will be successful
in completing them on acceptable terms or at all. We believe that
we have sufficient liquidity for the next twelve months," said the
Company in the report.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/h5NLPP
About Intrepid
Intrepid Potash (NYSE:IPI) -- http://www.intrepidpotash.com/-- is
the only U.S. producer of muriate of potash. Potash is applied as
an essential nutrient for healthy crop development, utilized in
several industrial applications and used as an ingredient in animal
feed. Intrepid also produces a specialty fertilizer, Trio, which
delivers three key nutrients, potassium, magnesium, and sulfate, in
a single particle. Intrepid also sells water and by-products such
as salt, magnesium chloride, and brine. Intrepid serves diverse
customers in markets where a logistical advantage exists; and is a
leader in the utilization of solar evaporation production, one of
the lowest cost, environmentally friendly production methods for
potash. Intrepid's production comes from three solar solution
potash facilities and one conventional underground Trio mine.
Intrepid reported a net loss of $66.63 million for the year ended
Dec. 31, 2016, following a net loss of $524.8 million for the year
ended Dec. 31, 2015.
IRONCLAD PERFORMANCE: Committee Balks at Asset Bid Procedures
-------------------------------------------------------------
BankruptcyData.com reported that Ironclad Performance Wear's
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court an objection to the Company's asset purchase
agreement, bidding procedures and stalking horse bid protections.
The creditors committee alleges, "The Committee does not object to
the sale process in principle -- the Committee welcomes a fair and
transparent marketing effort that facilitates the long-term success
of the Company, preserves jobs, maximizes value for the estates,
and protects the rights of general unsecured creditors. However the
sale process proposed by the Debtors and memorialized in the
proposed Bidding Procedures and APA fails to achieve these
objectives . . . the proposed Bidding Procedures contain the
following provisions that operate to chill bidding and dissuade
meaningful participation in the auction: The Matching and Overbid
Provisions effectively allow Radians to double count the Break-Up
Fee in certain bidding scenarios; The Break-Up Fee is excessive if
the Aggregate Purchase Price is $15,000,000; Prospective
overbidders must submit a deposit of $2,000,000 while Radians'
deposit is only $1,000,000; Radians credit bid rights are not
subject to Bankruptcy Code Section 363 (k)."
About Ironclad Performance Wear Corp.
Ironclad Performance Wear Corporation designs and manufactures
branded performance work wear for a variety of construction,
do-it-yourself, industrial, sporting goods and general services
markets. Since inception, the company has leveraged its proprietary
technologies to design task-specific technical gloves and
performance apparel designed to improve the wearer's ability to
perform specific job functions.
Ironclad's gloves are available through industrial suppliers,
hardware stores, home centers, lumber yards, and sporting goods
retailers nationwide; and through authorized distributors in North
America, Europe, Australia, Middle East, Asia and South America.
Ironclad Performance Wear Corporation, a California corporation and
Ironclad Performance Wear Corporation, a Nevada corporation sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. Geoffrey
L. Greulich, chief executive officer, signed the petitions. The
cases are jointly administered and are assigned to Judge Martin R.
Barash.
Ironclad California estimated assets of $10 million to $50 million
and liabilities of $1 million to $10 million. In its schedules,
Ironclad Nevada disclosed $16.6 million in assets and $8.05 million
in debt.
On Sept. 22, 2017, the U.S. Trustee appointed three creditors to
serve in the official committee of unsecured creditors in the
Debtors' cases.
J. CREW: Bank Debt Trades at 43% Off
------------------------------------
Participations in a syndicated loan under J. Crew is a borrower
traded in the secondary market at 56.50 cents-on-the-dollar during
the week ended Friday, September 1, 2017, according to data
compiled by LSTA/Thomson Reuters MTM Pricing. This represents an
increase of 5.67 percentage points from the previous week. J. Crew
pays 350 basis points above LIBOR to borrow under the $1.56 billion
facility. The bank loan matures on Feb. 27, 2021 and carries
Moody's Caa2 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 September 1.
JAMBA INC: Receives Nasdaq Delisting Notice on Delayed Filings
--------------------------------------------------------------
Jamba, Inc. on Sept. 19, 2017, disclosed that it received a letter
from the Staff of the Listing Qualifications Department of the
Nasdaq Stock Market ("Nasdaq") notifying the Company that since it
remains delinquent in filing its Annual Report on Form 10-K for the
fiscal year ended Jan. 3, 2017 and its Quarterly Reports on Form
10-Q for the quarterly periods ended April 4, 2017 and July 4, 2017
(the "Form 10-Qs"), it has not regained compliance with Nasdaq
Listing Rule 5250(c)(1) (the "Rule"), which requires timely filing
of periodic reports with the Securities and Exchange Commission
(the "SEC"). Previously, Nasdaq granted the Company an extension
until September 18, 2017 to file all delinquent periodic reports.
As described in the letter, as a result of the continued
delinquency, the Company's common stock is subject to delisting
unless the Company timely requests a hearing before a Nasdaq
Hearings Panel (the "Panel").
The Company fully intends to timely request a hearing before the
Panel to present its plan for regaining compliance with the Rule
and request continued listing pending its return to compliance.
The hearing request automatically stays the delisting for a period
of 15 calendar days from the date of the deadline to request a
hearing. The Company will present to the Panel, which will make a
decision based on the plan for regaining compliance submitted and
the Company's presentation, to grant the Company an extension of
time within which to regain compliance with the Rule for a period
of up to 360 days from the original due date of the Company's first
late filing.
As previously disclosed, the delay in completion of the Company's
financial statements was primarily caused by significant changes in
the Company's business model, leadership and key personnel, and the
relocation of corporate office in 2016. These changes resulted in
a significant increase in non-routine transactions and impacted
certain routine processes needed to effectively accumulate and
present consolidated financial results.
About Jamba, Inc.
Jamba, Inc. (Nasdaq:JMBA) -- http://www.jambajuice.com/-- through
its wholly-owned subsidiary, Jamba Juice Company, is a healthful,
active lifestyle brand with a robust global business driven by a
portfolio of franchised and company-owned Jamba Juice(R) stores and
Jamba Juice Express(TM) formats. Jamba Juice(R) is a leading
restaurant retailer of "better-for-you" specialty beverage and food
offerings which include flavorful, whole fruit and vegetable
smoothies, fresh squeezed juices and juice blends, Energy
Bowls(TM), signature "boosts", shots and a variety of food items
including: hot oatmeal, breakfast wraps, sandwiches, Artisan
Flatbreads(TM), baked goods and snacks.
There are over 800 Jamba Juice store locations globally, as of July
4, 2017.
JONAH ENERGY: Moody's Hikes Corp. Family Rating to B1
-----------------------------------------------------
Moody's Investors Service upgraded Jonah Energy LLC's (Jonah)
Corporate Family Rating (CFR) to B1 from B2 and assigned a B3
rating to its proposed senior unsecured notes due 2025. The rating
on the second lien term loan was upgraded to B3 from Caa1 and will
be withdrawn once the term loan is repaid. The outlook is stable.
"Jonah's B1 CFR reflects Moody's expectations that the company will
increase the pace of development of its acreage, while generating
positive free cash flow," stated James Wilkins, a Moody's Vice
President. "The issuance of new notes will be a positive for
liquidity after the company repays part of the revolver borrowings
used to fund its last acquisition and repays the outstanding
balance of the term loan due May 2019."
The following summarizes the rating actions.
Issuer: Jonah Energy LLC
Ratings assigned:
-- Senior Unsecured Notes due 2025, B3 (LGD 5)
Ratings upgraded:
-- Corporate Family Rating, upgraded to B1 from B2
-- Probability of Default Rating, upgraded to B1-PD from B2-PD
-- Senior Secured Bank Credit Facility, upgraded to B3 (LGD 5)
from Caa1 (LGD 5)**
Outlook:
-- Outlook, stable
** rating to be withdrawn following repayment of term loan.
RATINGS RATIONALE
The upgrade in Jonah's CFR to B1 reflects its increased scale,
improvements in unit costs and expectations that it will generate
positive free cash flow as it develops its Jonah Field assets. The
company has grown its production in 2016-2017 despite the depressed
commodity price environment and has boosted proved reserves as well
as its drilling inventory through the acquisition of 27,000 net
acres (80% undeveloped) in the Green River Basin. Much of the
acquired acreage is adjacent to existing Jonah acreage and in some
cases the firm bought working interests in wells it already
operates. The company expects to add rigs to increase its pace of
development and could meaningfully increase its production and
scale over the next two years. It benefits from commodity price
hedges covering approximately 82% and 70% of 2017 and 2018 natural
gas production that support stable cash flow generation. The
company's hedge book does extend out as far as 2022, but the volume
hedged and natural gas swap prices drop after 2018. Still, Jonah
will be significantly insulated from the impact of lower commodity
prices through 2018 and Moody's expects the company will continue
to generate positive free cash flow that will be applied towards
reducing debt.
The B1 CFR also reflects the company's modest scale, the
predominate production of dry natural gas and concentrated
operations in one field. Jonah has a relatively short operating
history as a company, but its field level operating and management
team has a long history operating assets in the Jonah field. Jonah
has favorable finding and development (F&D) and operating costs,
and its cash margins have exceeded F&D costs, allowing it to
generate a leveraged full cycle ratio over 2x.
The B3 rating on Jonah's proposed $500 million senior unsecured
notes due 2025 reflects the company's B1 CFR and the subordination
of the notes to the secured revolving credit facility. The
revolver, which had a borrowing base of $1.125 billion as of 30
June 2017, is secured by a first lien on the company's oil and gas
properties, while the notes are unsecured. The large size of the
first lien revolving credit facility and superior claim on the
company's assets relative to the amount of notes results in the
notes being rated two notches lower than the B1 CFR under Moody's
Loss Given Default Methodology.
Jonah has adequate liquidity through 2018 supported by positive
free cash flow and available borrowing capacity under its revolving
credit facility due 2022. Moody's expects the company will generate
in excess of $40 million of free cash flow in 2017 (assuming
natural gas prices average around $3 per mmBtu), which will be used
to reduce borrowings under the revolver. The company had roughly
$220 million of available borrowing capacity under its revolving
credit facility ($1.125 billion borrowing base as of 30 June 2017),
and availability is expected to increase by approximately $100
million following repayment of borrowings with a portion of the net
proceeds from the new senior notes. The borrowing base includes the
impact of the May 2017 acreage purchase and benefits from the
company's strong hedge book, which limits volatility in the
borrowing base. Moody's expects the company to remain in compliance
with its one financial covenant under the revolving credit facility
through 2018 (maximum debt to EBITDA of 4.25x). Following the
repayment of the second lien term loan, Jonah will not have any
debt maturities until the revolver becomes due in July 2022.
The stable outlook incorporates Moody's assumptions that the
company will generate positive free cash flow and maintain adequate
liquidity, as it develops its acreage and increases its production.
An upgrade may be considered if Jonah increases its production
towards 100 Mboe/day, generates retained cash flow to debt above
30% on a sustained basis and maintains a leveraged full-cycle ratio
(LFCR) greater than 1.5x. The ratings could be downgraded if
production declines materially and retained cash flow to debt
appears likely to remain below 20%.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Jonah Energy LLC, headquartered in Denver, Colorado, is a privately
owned oil and gas exploration and production (E&P) company with
operations and assets located in the Jonah field in Wyoming.
JONAH ENERGY: S&P Rates $500MM Senior Unsecured Notes 'BB-'
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Jonah Energy LLC. The outlook remains stable.
S&P said, "At the same time, we assigned a 'BB-' issue-level rating
and '2' recovery rating to Jonah Energy's proposed $500 million
senior unsecured notes due 2025. The '2' recovery rating indicates
our expectation of substantial (70% to 90%; rounded estimate: 85%)
recovery in the event of a payment default.
"We also assigned a 'BB' issue-level rating and '1' recovery rating
on the amended and restated credit facility due 2022; the '1'
recovery rating indicates our expectation of very high (90% to
100%; rounded estimate: 95%) recovery in the event of a payment
default.
"Jonah Energy LLC has launched an offering of $500 million senior
unsecured notes due 2025. We expect that the company will use
proceeds from the notes to refinance its $390 million outstanding
second-lien term loan due 2021 and the remaining funds to repay a
portion of the borrowings outstanding under its credit facility
($889 million as of June 30, 2017).
"The stable outlook reflects S&P Global Ratings' expectation that
Jonah Energy LLC will increase capital spending to grow production
in its legacy Jonah field as well as on the newly acquired Pinedale
Anticline assets. We believe that the company will maintain credit
measures appropriate for the rating category while generating
positive free cash flow. The company's existing hedges in place
will continue to provide an element of stability to its cash
flows.
"We could lower the rating if FFO to debt falls below 20% on a
sustained basis. We believe this could occur if the company's
production falls short of our expectations or if natural gas prices
meaningfully decline. We could also lower the rating if Jonah
Energy's financial sponsor pursued a more aggressive financial
policy than we expect, including a debt-financed acquisition or
shareholder distribution.
"We believe an upgrade is unlikely over the next year. However, we
could raise the ratings on Jonah Energy if the company
significantly increases and diversifies its reserve base and
production profile, while maintaining FFO to debt above 20%."
JOYFULL RIDE: Allowed to Continue Using Cash Collateral
-------------------------------------------------------
Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts has issued an order allowing Joyfull Ride, Inc.
and its debtor-affiliates for further use of cash collateral.
A full-text copy of the Order, dated September 14, 2017, is
available at https://is.gd/QWG361
About Joyfull Ride
Jointly administered debtors Joyfull Ride, Inc., June 16, Inc.,
MISH, Inc., Royal Transportation Services, Inc., and Southside
Enterprises, Inc., filed their respective Chapter 11 petitions
(Bankr. D. Mass. Case Nos. 17-11617, 17-11620, 17-11621, 17-11622
and 17-11623, respectively) on May 1, 2017. The petitions were
signed by Selim Romanos, president.
At the time of filing, Joyfull Ride had $50,000 to $100,000 in
estimated assets and $100,000 to $500,000 in estimated liabilities;
Royal Transportation had less than $50,000 in estimated assets and
$100,000 to $500,000 in estimated liabilities; while June 16, Inc.,
MISH, Inc. and Southside Enterprises had $100,000 to $500,000 in
estimated assets and $500,000 to $1 million 000 in estimated
liabilities.
The cases are assigned to Judge Frank J. Bailey.
The Debtors are represented by John F. Sommerstein, Esq., at the
Law Offices of John F. Sommerstein.
KURT KUHLMAN: Crones Buying Brant Beach Property for $1M
--------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Oct. 24, 2017 at
11:00 a.m. to consider Kurt M. Kuhlman's proposed private sale of
his primary residence located at 17 east 46th Street, Brant Beach,
New Jersey to David and Donna McCrone for $999,999, subject to
overbid.
Objections, if any, must be filed no later than seven days prior to
the hearing date.
The Debtor certifies that the most significant asset of his estate
consists of his ownership of the property. Schedule D lists the
secured debt on the property as approximately $22,000 with Bank of
America. This property has an approval for a refinance of
$275,000.
The will draft a plan that goes 5-7 years out in a payment stream.
The Debtor currently has an application and motion pending for the
retention of a real estate professional. Right before Labor Day
2017, the realtor told him that she may have some buyers that would
be interested in his home, so he allowed a listing.
The property was on the market previously in 2016, and no offers
were garnered. The realtor did extensive marketing and marketing
techniques. Sally Volpe of Diane Turton Realtors, 217 North Bay
Avel, Beach Haven, New Jersey garnered an offer from the Buyers
close to the asking price. The offer is $999,999, free and clear
of all claims, interests, and encumbrances. This is a cash offer,
without contingencies other than a home inspection. The earnest
money deposit is $100,000, and will be held with the borrower's
attorney.
The Debtor will transfer customary deed and title at closing:
Bargain and Sale with Covenants Against Grantors Acts. The
agreement of sale is contingent upon the approval of the Court. No
application for the sale of the Asset has been applied to the Court
previously.
The Realtor asks to be paid at closing a commission of 3% of the
sales price of $999,999 ($30,000 plus, an agreed $1,000
reimbursement, which is a fraction of the marketing fees paid).
The Debtor proposes to pay from the proceeds of the sale: (i)
mortgage - $22,000; (ii) transfer tax est. - $9,575; (iii) property
tax - $,2650; (iv) realtor commission - $30,0000 plus $1,000
advertising reimbursement; and (v) miscellaneous closing - $750
(settlement fee and deed preparation). The estimated net proceeds
is $935,024.
The Notice of Private Sale is being sent to the clerk's office of
the Court, as to generate a court notice to all creditors. The
Debtor will accept higher and better cash, non contingent offers on
the estate's interest in the property up to and including the
hearing date. All bidders must have certified funds on hand, and
verification that the check is authentic, and proof of funds
existed prior to the hearing via bank statement in order to present
offer.
The previously approved Sale by the Court for 107 Akins Rd.,
Berkshire, New York fell apart, as the buyer could not get a
mortgage. The sale is null and void.
The Debtor asks the Court to waive the 14-day stay under Bankruptcy
Rule 6004(h) to permit him to minimize the costs by closing the
proposed sale transaction as soon as possible after the entry of
the Order.
Kurt M. Kuhlman sought Chapter 11 protection (Bankr. D.N.J. Case
No. 17-10431) on Jan. 9, 2017. The Debtor tapped Brian W.
Hofmeister, Esq., at Law Firm of Brian W. Hofmeister, LLC, as
counsel.
KURT KUHLMAN: Hoffmiers Buying Berkshire Property for $165K
-----------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Oct. 24, 2017 at
11:00 a.m. to consider Kuhlman's private sale of his raw unimproved
hunting land on RT 38, Berkshire, New York, Tax ID No.
31:00-2-2.113, to George Hofmier, Sr. and George Hoffmier, Jr. for
$165,000, subject to overbid.
Objections, if any, must be filed no later than seven days prior to
the hearing date.
The Debtor certifies that the property was initially listed on his
BK schedules for an estimated of $199,900. His Schedule D lists
the secured debt on the property as approximately $0. The property
is wooded with some overgrown fields, and is landlocked.
The Debtor currently has an application and motion approved for the
use of NY Land Qwest to sell and market the property. This
property was on the market since January 2017, and no offers were
garnered. The realtor did extensive marketing and marketing
techniques. Jimmy Hinkle garnered an offer close to the asking
price. The offer is $165,000, a cash offer, without contingencies
other than a home inspection. The property will be sold free and
clear of all liens, claims, encumbrances and interests. The
earnest money deposit is $8,000, and will be held with the
borrower's attorney.
The Debtor has engaged in an arm's-length negotiation with the
Buyer pursuant to which he agreed to sell the property for $165,000
pursuant to the agreement of sale. The Debtor will transfer
customary deed and title at closing.
The Debtor proposes to pay from the proceeds of the sale: (i)
transfer tax - $1,650 (est.); and (ii) Realtor Commissions -
$11,500. The Net Proceeds is estimated to be $75,200 each to the
Debtor and Dan Brownell.
The Notice of Private Sale is being sent to the clerk's office of
the Court, as to generate a court notice to all creditors. The
Debtor will accept higher and better cash, non contingent offers on
the estate's interest in the property up to and including the
hearing date. All bidders must have certified funds on hand, and
verification that the check is authentic, and proof of funds
existed prior to the hearing via bank statement in order to present
offer.
The previously approved Sale by the Court for 107 Akins Rd.,
Berkshire, New York fell apart, as the buyer could not get a
mortgage. The sale is null and void.
The Debtor asks the Court to waive the 14-day stay under Bankruptcy
Rule 6004(h) to permit him to minimize the costs by closing the
proposed sale transaction as soon as possible after the entry of
the Order.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Kurt_Kuhlman_158_Sales.pdf
Kurt M. Kuhlman sought Chapter 11 protection (Bankr. D.N.J. Case
No. 17-10431) on Jan. 9, 2017. The Debtor tapped Brian W.
Hofmeister, Esq., at the Law Firm of Brian W. Hofmeister, LLC, as
counsel.
KURT KUHLMAN: REMLAP Buying Berkshire Property for $125K
--------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Oct. 24, 2017 at
11:00 a.m. to consider Kuhlman's private sale of his of two-acre
agricultural parcel on RT 38, Berkshire, New York, Tax ID No.
31:00-2-2.113, to REMLAP, LLC for $125,000.
Objections, if any, must be filed no later than seven days prior to
the hearing date.
The Debtor certifies that the property was initially listed on his
BK schedules for an estimated of $199,900. His Schedule D lists
the secured debt on the property as approximately $0. The property
is a two-acre parcel that is attached to the trailer and land
parcel located on the highway, RT 38.
The Debtor currently has an application and motion approved for the
use of NY Land Qwest to sell, market and sell the property. This
property was on the market since January 2017, and no offers were
garnered. The realtor did extensive marketing and marketing
techniques. Jimmy Hinkle garnered an offer close to the asking
price. The offer is $125,000, a cash offer, without contingencies
other than a home inspection. The property will be sold free and
clear of all liens, claims, encumbrances and interests. The
earnest money deposit is $l2,500 which will be held with the
borrower's attorney.
The Debtor has engaged in an arm's-length negotiation with the
Buyer pursuant to which he agreed to sell the property for $125,000
pursuant to the agreement of sale. The Debtor will transfer
customary deed and title at closing.
The Debtor proposes to pay from the proceeds of the sale: (i)
transfer tax - $1,250 (est.); (ii) Realtor Commissions - $7,000;
and (iii) $25,000 to NY Land Quest/Great Dane Realtor. The Net
Proceeds is estimated to be $91,000.
The Notice of Private Sale is being sent to the clerk's office of
the Court, as to generate a court notice to all creditors. The
Debtor will accept higher and better cash, non contingent offers on
the estate's interest in the property up to and including the
hearing date. All bidders must have certified funds on hand, and
verification that the check is authentic, and proof of funds
existed prior to the hearing via bank statement in order to present
offer.
The previously approved Sale by the Court for 107 Akins Rd.,
Berkshire, New York fell apart, as the buyer could not get a
mortgage. The sale is null and void.
The Debtor asks the Court to waive the 14-day stay under Bankruptcy
Rule 6004(h) to permit him to minimize the costs by closing the
proposed sale transaction as soon as possible after the entry of
the Order.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Kurt_Kuhlman_154_Sales.pdf
Kurt M. Kuhlman sought Chapter 11 protection (Bankr. D.N.J. Case
No. 17-10431) on Jan. 9, 2017. The Debtor tapped Brian W.
Hofmeister, Esq., at Law Firm of Brian W. Hofmeister, LLC, as
counsel.
LEO MOTORS: Invests $226,000 in Leo Kartrena
--------------------------------------------
Leo Motors, Inc. entered into a cash investment agreement with Leo
Kartrena, Inc., a South Korean corporation. The co-CEO of the
Company is the CEO of Leo Kartrena. Pursuant to the Investment
Agreement, the Company invested an aggregate of KRW260,000,000
South Korean Won (approximately US$226,000), or 700 KRW South
Korean Won (approximately $0.61 USD) per share, to Leo Kartrena in
consideration for the issuance of 371,428 shares of Leo Kartrena's
common stock. Following the issuance of the Investment Shares, the
Company's equity ownership percentage in Leo Kartrena is 15.66%, as
disclosed in a Form 8-K report filed with the Securities and
Exchange Commission.
A copy of the Investment Agreement is available at
https://is.gd/9I1InM
About Leo Motors
Leo Motors, Inc. -- http://www.leomotors.com/-- is a Nevada
Corporation incorporated on Sept. 8, 2004. The Company established
a wholly-owned operating subsidiary in Korea named Leo Motors Co.
Ltd. on July 1, 2006. Through Leozone, the Company is engaged in
the research and development (of multiple products, prototypes, and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies. Leozone operates through four unincorporated
divisions: new product research & development, post R&D development
such as product testing, production, and sales.
Significant losses from operations have been incurred by the
Company since inception and there is an accumulated deficit of
$(29,776,217) as of Dec. 31, 2016. Continuation as a going concern
is dependent upon attaining capital to achieve profitable
operations while maintaining current fixed expense levels.
DLL CPAs LLC issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors said the Company has suffered recurring losses from
operations and negative cash flows from operations the past two
years. These factors raise substantial doubt about its ability to
continue as a going concern.
Leo Motors reported a net loss of US$6.41 million in 2016, a net
loss of US$4.49 million in 2015, and a net loss of US$4.48 million
in 2014. As of June 30, 2017, Leo Motors had US$7.07 million in
total assets, US$9 million in total liabilities and a total deficit
of US$1.92 million. The Company has cash of US$448,744 at June 30,
2017.
LIGNUS INC: Taps Kit J. Gardner as Legal Counsel
------------------------------------------------
Lignus, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of California to hire legal counsel in connection
with its Chapter 11 case.
The Debtor proposes to employ the Law Offices of Kit J. Gardner to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code and assist in the preparation of a plan of
reorganization.
Kit Gardner, Esq., charges $375 per hour while the hourly rates for
clerks, paralegals and other lawyers range from $50 to $295.
Prior to the petition date, the firm received from the Debtor an
initial retainer of $26,717.
Mr. Gardner disclosed in a court filing that he and all employees
of his firm do not hold or represent any interest adverse to the
Debtor's estate.
The firm can be reached through:
Kit James Gardner, Esq.
Law Offices of Kit J. Gardner
501 West Broadway, Suite 800
San Diego, CA 92101
Tel: (619) 525-9900
Fax: (619) 374-2241
About Lignus Inc.
Established in 2004, Lignus, Inc. is a privately-held company
engaged in the lumber, plywood, and millwork trade. Lignus, Inc.,
filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-05475) on
Sept. 8, 2017. The petition was signed by Jose Gaitan, CFO. The
case is assigned to Judge Christopher B. Latham. At the time of
filing, the Debtor estimated both assets and liabilities between $1
million and $10 million.
LINCOLN JAMES: Taps Turoci Firm as Legal Counsel
------------------------------------------------
Lincoln James Investment Properties, LLC seeks approval from the
U.S. Bankruptcy Court for the Central District of California to
hire legal counsel in connection with its Chapter 11 case.
The Debtor proposes to employ The Turoci Firm to, among other
things, give advice regarding the requirements of the Bankruptcy
Code; assist in the administration of the estate's assets; and
assist in the preparation and implementation of a plan of
reorganization.
The firm's standard hourly rates are:
Todd Turoci $500
Julie Philippi $400
Michael Ortiz $275
Paralegals and law clerks charge an hourly fee of $175.
The firm received a retainer in the amount of $17,000 from Jared
Scarth, the Debtor's owner and managing member.
Todd Turoci, Esq., disclosed in a court filing that he and his firm
are "disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Todd L. Turoci, Esq.
Julie Philippi, Esq.
The Turoci Firm
3845 Tenth Street
Riverside, CA 92501
Tel: (888) 332-8362
Fax: (866) 762-0618
Email: mail@theturocifirm.com
About Lincoln James Investment Properties
Lincoln James Investment Properties, LLC owns in fee simple
interest a real property located at 27310 Madison Avenue, Temecula,
California, valued at $7 million. The Debtor sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 17-17285) on August 30, 2017. Jared Scarth, managing member,
signed the petition. The Debtor listed its business as a single
asset real estate (as defined in 11 U.S.C. Section 101(51B)).
At the time of the filing, the Debtor disclosed $7.01 million in
assets and $5.21 million in liabilities.
Judge Wayne E. Johnson presides over the case.
LYTLE TRUCKING: Unsecured Claimants to Recoup 5% Over Years
-----------------------------------------------------------
Lytle Trucking, LLC, filed with the U.S. Bankruptcy Court for the
District of Nebraska a disclosure statement dated Sept. 13, 2017,
referring to the Debtor's plan of reorganization.
The principal of the Debtor would agree to contribute capital in a
sum equal to 5% of all Class 3A Unsecured Claims, on a pro rata
basis, with no interest, amortized over five years in equal annual
payments to start one year after confirmation.
The Debtor will make payments from continued over-the-road trucking
operations.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/neb17-40371-31.pdf
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.
MARINA BIOTECH: Effects 1-for-10 Reverse Common Stock Split
-----------------------------------------------------------
Marina Biotech, Inc., announced a 1-for-10 reverse split of its
common shares. The reverse split was effective on the opening of
trading on Thursday, Aug. 3, 2017. The Company's stock traded on a
post-split basis under the ticker symbol "MRNAD" for 20 business
days and then reverted back to "MRNA" thereafter.
Joseph W. Ramelli, CEO of Marina Biotech, commented, "This is a
critically important step in our corporate development and capital
markets strategy. We are pleased with the endorsement of our
stockholders and the Board to execute a reverse stock split. The
reverse stock split will help us satisfy certain requirements, as
part of our future plan to seek a listing on the NASDAQ Capital
Market. In doing so, we believe that our shareholders will benefit
from the improved liquidity and visibility of our stock with a
broader range of institutional investors."
At the effective date of the reverse split, every 10 shares of
issued and outstanding MRNA common stock were combined into 1
issued and outstanding share of common stock with no changes to the
par value of the shares. The reverse split reduced the number of
MRNA's outstanding common stock from approximately 98.4 million
shares to approximately 9.8 million shares. All fractional shares
were rounded up to the nearest whole share. In addition, the
Company's outstanding options and warrants were consolidated in the
same ratio as the common stock and the exercise price amended in
inverse proportion to that ratio.
About Marina Biotech
Headquartered in Bothell, Washington, Marina Biotech, Inc. --
http://www.marinabio.com/-- is a biopharmaceutical company engaged
in the discovery, acquisition, development and commercialization of
proprietary drug therapeutics for addressing significant unmet
medical needs in the U.S., Europe and additional international
markets. The Company's primary therapeutic focus is the disease
intersection of hypertension, arthritis, pain, and oncology
allowing for innovative combination therapies of the plethora of
already approved drugs and the proprietary novel oligotherapeutics
of Marina Biotech.
Squar Milner LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses and negative cash flows from operations and has
had recurring negative working capital. This raises substantial
doubt about the Company's ability to continue as a going concern.
Marina Biotech reported a net loss of $837,143 on $0 revenue for
the year ended Dec. 31, 2016, compared with a net loss of $1.11
million on $0 revenue for the year ended Dec. 31, 2015. As of June
30, 2017, Marina had $6.63 million in total assets, $4.15 million
in total liabilities and $2.47 million in total stockholders'
equity.
At June 30, 2017, the Company had an accumulated deficit of
$4,205,053 and a negative working capital of $3.756 million. The
Company anticipates that it will continue to incur operating losses
as it executes its plan to raise additional funds and investigate
strategic and business development initiatives. In addition, the
Company has had and will continue to have negative cash flows from
operations. The Company has previously funded its losses primarily
through the sale of common and preferred stock and warrants, the
sale of notes, revenue provided from its license agreements and, to
a lesser extent, equipment financing facilities and secured loans.
In 2016 and 2015, the Company funded operations with a combination
of the issuance of notes and preferred stock, and license-related
revenues. At June 30, 2017, the Company had a cash balance of
$263,913. Its operating activities consume the majority of its
cash resources.
MEDIAOCEAN LLC: Moody's Cuts 1st Lien Credit Facility Rating to B3
------------------------------------------------------------------
Moody's Investors Service affirmed Mediaocean LLC's Corporate
Family Rating ("CFR") of B3 as well as its Probability of Default
Rating ("PDR") of B3-PD and concurrently downgraded the ratings on
the company's senior secured first lien credit facility from B2 to
B3. The rating action follows Mediaocean's recent announcement that
the company intends to upsize its senior secured first lien term
loan by $90 million and use the proceeds to repay it outstanding
second lien debt, thereby transitioning to a capital structure with
a single class of secured debt. While the refinancing is leverage
neutral and expected interest savings will positively impact free
cash flow, the loss of first-loss support currently provided by the
existing second lien term loan results in greater credit risk for
first lien lenders. Upon completion of the refinancing, the ratings
on the company's presently outstanding second lien debt will be
withdrawn. The ratings outlook is stable.
Affirmations:
Issuer: Mediaocean LLC
-- Probability of Default Rating, Affirmed B3-PD
-- Corporate Family Rating, Affirmed B3
Downgrades:
Issuer: Mediaocean LLC
-- Senior Secured Bank Credit Facilities, Downgraded to B3
(LGD 3) from B2 (LGD 3)
Outlook Actions:
Issuer: Mediaocean LLC
-- Outlook, Remains Stable
RATINGS RATIONALE
Mediaocean's B3 CFR is constrained by the company's high debt
leverage of nearly 7x as of June 30, 2017, relatively small revenue
base, and narrow focus on software solutions for the advertising
industry. Mediaocean's customer base consists predominantly of
top-tier advertising agencies and accordingly is subject to
considerable customer concentration and exposure to the growing,
but cyclical advertising market which has shown signs of softness
recently and has been susceptible to economic downturns.
Additionally, the potential for dividends and debt-financed
acquisitions add an element of uncertainty to the company's credit
profile. However, the rating is supported by Mediaocean's leading
presence within its targeted market and a subscription centric
sales model which provides a high degree of predictability given
the company's multiyear contracts and longstanding relationships
with these agencies. Additionally, Mediaocean is well positioned to
benefit from the ongoing secular shift towards digital advertising
solutions among marketers from more mature, traditional channels.
Mediaocean's good liquidity profile is supported by pro forma cash
of $48 million as of June 30, 2017 as well as $15 million of
availability under the company's revolving credit facility maturing
in 2020. Pro forma for expected interest savings associated with
the bank refinancing, free cash flow as a percentage of debt is
expected to rise to the high single digit range over the coming
year. The revolving credit facility has a springing covenant, which
is not expected to be in effect over the next 12-18 months, as
excess availability should remain above the minimum levels.
Rating Outlook
The stable ratings outlook reflects Moody's projections for
Mediaocean to generate low single digit organic revenue growth over
the coming year. The company should realize healthy adjusted EBITDA
expansion during this period as margins benefit from operational
synergies and the favorable business economics realized from an
ongoing transition towards digital advertising solutions.
Factors that Could Lead to an Upgrade
The ratings could be upgraded if Mediaocean effectively expands
revenues and EBITDA such that adjusted leverage and free cash flow
to debt are expected to be sustained near 6x and about 5%,
respectively.
Factors that Could Lead to a Downgrade
The ratings could be downgraded if revenue contracts materially
from current levels, EBITDA margins decline, or the company begins
to generate sizeable free cash flow deficits leading to
expectations for diminished liquidity.
The principal methodology used in these ratings was Software
Industry published in December 2015.
Mediaocean is a global, market-leading provider of financial and
operational software solutions for the advertising industry,
enabling agencies and brands to manage and coordinate the entire
advertising workflow. The company was acquired by affiliates of
Vista Equity Partners ("Vista") in July 2015. Moody's expects 2017
net revenue of approximately $200 million.
MKS INSTRUMENTS: S&P Raises CCR to BB+ on Improved Credit Metrics
-----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Andover,
Mass.-based MKS Instruments Inc. to 'BB+' from 'BB'. The outlook is
stable.
MKS Instruments Inc. (MKSI), a leading semiconductor capital
equipment (semi-cap) subsystem and laser technology supplier, has
generated strong revenue growth and paid back about $330 million in
debt since its acquisition of Newport in 2016, resulting in
S&P-adjusted leverage dropping to under 0.5x.
S&P said, "At the same time, we assigned our 'BBB-' issue-level
rating on the company's senior secured term loan due 2023. The '2'
recovery rating indicates our expectation for substantial recovery
(70%-90%; rounded estimate: 70%) of principal in the event of a
payment default.
"The rating action reflects our view of MKSI's improved financial
metrics over the past year and successful integration of the
Newport acquisition. The company has paid back about $325 million
of its term loan since loan origination in 2016, resulting in about
$450 million outstanding on the term loan and S&P-adjusted leverage
dropping to under 0.5x. EBITDA margins have also improved since the
acquisition, to above 25% from the low-20% area as the company has
managed to achieve synergies from the Newport acquisition. We
expect the company to continue to pay down debt and operate with a
net cash position going forward.
"The stable outlook incorporates our view that MKSI will deliver
operating performance that is consistent with the semiconductor
equipment manufacturing industry and continue to generate strong
discretionary cash flow (free cash flow less dividends) of greater
than $250 million annually.
"We could lower the rating if material operating performance
deterioration, loss of a major customer relationship, or the
company's adoption of more aggressive financial policies results in
adjusted leverage sustained above 2x.
"Although unlikely over the next 12 months, we could consider an
upgrade over the longer term if the company continues to improve
the overall scale of the business and lowers its exposure to the
semiconductor capital investment cycle, without deviating from its
conservative financial policies."
MONTEZUMA MEXICAN: Unsecureds to Recoup 25% Over 6 Years
--------------------------------------------------------
Montezuma Mexican Restaurant Inc. filed with the U.S. Bankruptcy
Court for the Southern District of New York a second disclosure
statement dated Sept. 7, 2017, referring to the Debtor's plan of
reorganization.
General unsecured creditors are classified in Class 4, and will
receive a distribution of no less than 25% of their allowed claims
over the next six years up to the amount of the total allowed
claim.
Ongoing operations of the Reorganized Debtor will provide the
funding for payments and continuing distributions.
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nysb15-10365-132.pdf
About Montezuma Mexican Restaurant
Headquartered in Bronx, New York, Montezuma Mexican Restaurant Inc.
filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 15-10365) on Feb. 20, 2015, estimating its assets at between
$100,000 and $500,000 and its liabilities at between $1 million and
$10 million. The petition was signed by Magdalena Dominguez,
president.
Judge Martin Glenn presides over the case.
David C. McGrail, Esq., at McGrail & Bensinger LLP serves as the
Debtor's bankruptcy counsel.
MORGUARD REAL: S&P Affirms Then Withdraws 'BB' Corp Credit Rating
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
Morguard Real Estate Investment Trust. The outlook is stable.
Subsequently, S&P withdrew its corporate credit rating on the
company at the issuer's request.
NAMAL ENTERPRISES: TD Bank Entitled to $2.6MM Allowed Claim
-----------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida overruled Debtor Namal Enterprises,
LLC's objection to TD Bank's proof of claim and ruled that the bank
is entitled to an allowed claim in the amount of $2,668,062.44.
In its first bankruptcy case, the Debtor confirmed a plan that
expressly acknowledged that it owed TD Bank, which held a mortgage
on the Debtor's property, $2,001,929.63 on the parties' loan.
Although the Debtor was only obligated to pay TD Bank $1.4 million
under the plan in the Debtor's first case, that plan provided that
TD Bank would be owed the full $2,001,929.63 in the event the
Debtor defaulted on its plan payments. But when the Debtor
ultimately defaulted and TD Bank sued in state court, the state
court only awarded the Bank $1,538,971.38, which was based on the
reduced amount the Debtor had agreed to pay under its confirmed
plan in its first case. Now, in the Debtor's second bankruptcy
case, TD Bank filed a $2,668,062.44 proof of claim, which includes
$1,962,581.08 in principal.
As a threshold matter, the Rooker-Feldman doctrine does not
preclude the Court from exercising jurisdiction over the contested
matter. The Rooker-Feldman doctrine only applies where the state
court action has ended. And here, the state court action hasn't
ended yet because TD Bank appealed the state court final judgment
and that appeal remains pending. Moreover, the Court declines to
give the state court judgment preclusive effect because to do so
here would result in a manifest injustice.
Here, Judge Williamson is comfortable that TD Bank proved the
amount owed. In fact, the Debtor still has not provided any
competent, substantial evidence to dispute that it owed
$1,968,515.85. It's obvious to the Court what happened here: Worst
case, TD Bank didn't realize at the time it filed its foreclosure
complaint in state court that it was entitled to the $2,001,929.63
default amount, and now the Debtor is trying to take advantage of
the Bank's mistake. To allow the Debtor to take advantage of the
Bank's mistake -- when the Debtor knew all along TD Bank was
entitled to the $2,001,929.63 default amount -- would be grossly
inequitable.
The Debtor's various objections to TD Bank's proof of claim hinged
on its argument that the state court's $1,538,971.38 final judgment
is entitled to preclusive effect. Having determined that the state
court judgment is not entitled to preclusive effect, the Court
concludes that the Debtor's objection to TD Bank's proof of claim
should be overruled in its entirety.
The bankruptcy case is In re: Namal Enterprises, LLC, Chapter 11,
Debtor, Case No. 8:16-bk-07190-MGW (Bankr. M.D. Fla.).
A full-text copy of Judge Williamson's Findings dated Sept. 15,
2017, is available at https://is.gd/26bMmd from Leagle.com.
Namal Enterprises, LLC, Debtor, represented by Richard J. McIntyre,
McIntyre Thanasides Bringgold, et. al. & Katie Brinson Hinton,
McIntyre Thanasides Binggold, et. al..
United States Trustee, U.S. Trustee, represented by Denise E.
Barnett -- denise.barnett@usdoj.gov. United States Trustee.
About Namal Enterprises
Namal Enterprises, LLC, fdba Red Roof Inn Kissimmee and Blue Inn
LBVS, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-07190) on Aug. 22, 2016. The petition was signed by Syed Raza,
manager. The Debtor disclosed total assets at $3.14 million and
total liabilities at $1.88 million.
The Debtor is represented by Richard J. McIntyre, Esq., and Katie
Brinson Hinton, Esq., at McIntyre Thanasides Bringgold, et al.
No trustee, examiner or committee has been appointed in the case.
NEIMAN MARCUS: Bank Debt Trades at 26% Off
------------------------------------------
Participations in a syndicated loan under Neiman Marcus Group Inc
is a borrower traded in the secondary market at 73.55
cents-on-the-dollar during the week ended Friday, September 1,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.24 percentage points
from the previous week. Neiman Marcus pays 300 basis points above
LIBOR to borrow under the $2.9 billion facility. The bank loan
matures on Oct. 16, 2020 and carries Moody's Caa1 rating and
Standard & Poor's CCC rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended September
1.
NVA HOLDINGS: Moody's Affirms B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed NVA Holdings, Inc.'s Corporate
Family Rating at B3. Moody's also affirmed the B1 first lien term
loan rating which is being increased by a $115 million add on to
the existing loan. Other ratings affirmed are detailed below. The
rating outlook remains stable.
Proceeds from the proposed add-on term loan will be used to fund
acquisitions, repay any revolver borrowings and add cash to the
balance sheet to fund future acquisitions.
The affirmation of NVA's B3 CFR takes into consideration Moody's
expectations that NVA's leverage will remain high as it will
continue to use debt to fund acquisitions. Pro-forma for the
proposed transaction, debt/EBITDA is near seven times. In its
affirmation Moody's also considers that while leverage is high, the
company has successfully executed its acquisition-led growth
strategy under the current management team. NVA also has a track
record of successful management of its operations, evidenced by its
ability to maintain high margins and drive consistent increases in
same store sales.
The following ratings were affirmed
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
First lien revolving credit facilities at B1 (LGD 3 from LGD 2)
First lien term loan at B1 (LGD 3 from LGD 2)
Second lien term loan at Caa2 (LGD 5)
Rating outlook: stable.
NVA's B3 Corporate Family Rating reflects its high financial
leverage with debt/EBITDA near seven times. Moody's expects that
leverage will remain high, as the company will continue to use
incremental debt to fund acquisitions. NVA's credit profile
benefits from its solid market presence as a leading operator of
freestanding veterinary hospitals in the U.S., Australia, and
Canada. While NVA is growing rapidly by acquisition, it has a solid
track record managing acquired hospitals, evidenced by its ability
to consistently grow same-store sales while maintaining high
operating margins. The ratings also reflect its good liquidity with
good free cash flow (before acquisitions) and access to an undrawn
$94.5 million revolving credit facility.
The rating outlook is stable. Moody's expects leverage to remain
high as the company will continue to use incremental debt to fund
acquisitions. The rating agency also expects that NVA will continue
to successfully identify and integrate future acquisitions.
Ratings could be upgraded if NVA maintains more moderate financial
policies such that debt/EBITDA is sustained below 6 times. The
company would also need to continue to demonstrate successful
acquisition integration while maintaining good liquidity.
Ratings could be downgraded if the company's good liquidity profile
erodes or financial policies become more aggressive. Quantitatively
ratings could be lowered if EBITA/interest falls below one times.
Based in Agoura Hills, California, NVA Holdings, Inc. is a leading
provider of veterinary medical services, operating approximately
517 locally-branded animal hospitals across the United States,
Australia, New Zealand and Canada. NVA provides medical, diagnostic
testing, and surgical services to support veterinary care. The
company also offers ancillary services including boarding and
grooming, and the sale of pet food and other retail pet care
products. NVA is owned by funds affiliated with Ares Management LLC
and OMERS. Revenues exceed $1 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
OCEAN RIG: Completes Restructuring, Cayman Schemes Take Effect
--------------------------------------------------------------
Ocean Rig UDW Inc. an international contractor of offshore
deepwater drilling services, on Sept. 22, 2017, disclosed that the
Scheme Conditions under the schemes of arrangement (the "Schemes")
in respect of each of the Company and Drillships Financing Holding
Inc. ("DFH"), Drill Rigs Holdings Inc. ("DRH") and Drillships Ocean
Ventures Inc. ("DOV") (each in provisional liquidation) (each a
"Scheme Company" and together, the "Scheme Companies") have been
satisfied (or waived) in accordance with the terms of the relevant
Scheme, the Restructuring Effective Date has occurred and the
Company has completed its restructuring (the "Restructuring").
The Restructuring of each Scheme Company was effected by way of the
Schemes under Cayman Islands law. The Schemes provided for
substantial deleveraging of the Scheme Companies through an
exchange of approximately $3.7 billion principal amount of debt
(plus accrued interest) for new equity of the Company,
approximately $288 million in cash and $450 million of new secured
debt. The creditors of the Scheme Companies (the "Scheme
Creditors") who submitted a validly completed Account Holder Letter
and/or Lender Claim Form together with a valid Confirmation Form to
the Information Agent by 5:00 p.m. (Cayman Islands time) on
September 13, 2017, have received or are in the process of
receiving the scheme consideration to which they are entitled
(other than Scheme Creditors which elected to receive New
Non-Marginable Shares as described below).
After the hearing held before the U.S. Bankruptcy Court on
September 20, 2017, the U.S. Bankruptcy Court issued an order
granting comity and giving full force and effect to the Schemes in
the United States.
The figures presented below include key preliminary financial
information projected and estimated as of September 30, 2017:
-- Total cash of at least $690 million, including about $20
million restricted cash associated with the Ocean Rig Apollo.
-- Assets (book value basis) of about $2.9 billion, including
about $570 million associated with newbuilding installments and
about $650 million associated with the Ocean Rig Apollo.
-- Debt of about $567 million, including about $117 million
associated with the Ocean Rig Apollo.
-- Backlog of about $1.2 billion, including about $109 million
in termination fees associated with the Ocean Rig Apollo.
-- Common shares issued and outstanding after giving effect to
all issuances contemplated in the Restructuring (after November 3,
2017, the date of the EGM): 91,555,982.
Restructuring Emergence Details
On September 21, 2017, the Company cancelled 22,222,222 of its
treasury shares and 56,079,533 shares of the Company previously
held by its subsidiary Ocean Rig Investments Inc.
On Sept. 21, 2017, the Company effected a 1-for-9,200 reverse stock
split of the then-existing shares of the Company's issued common
stock. Following the reverse stock split, there were approximately
8,975 shares of the Company's stock issued and outstanding. The
CUSIP number for the common stock following the reverse stock split
is G66964118.
On the date hereof, which is the Restructuring Effective Date, the
Company issued an aggregate of 90,651,603 common shares of the
Company pursuant to the Schemes. Of this amount, 82,126,810 common
shares (which together with 895,404 New Non-Marginable shares
(described below) comprise 90.68% of the post-Restructuring equity
of the Company), were issued to the Scheme Creditors or their
nominees as part of the consideration for their claims on account
of the Company's indebtedness. An additional 8,524,793 common
shares were issued to a company affiliated with the Company's
Chairman and Chief Executive Officer, Mr. George Economou, pursuant
to the TMS Agreement described below.
Additionally, certain Scheme Creditors which opted to receive
New Non-Marginable Shares pursuant to the Schemes in lieu of common
shares, will receive such shares as soon as possible after the
adoption of the Second Amended and Restated Memorandum and Articles
of Association of the Company (as described below) and the passing
of a resolution to redesignate certain of the Company's common
shares as New Non-Marginable Shares at the UDW EGM. The UDW EGM is
expected to take place on November 3, 2017. The New Non-Marginable
Shares will be designated as class B convertible common shares of
par value of U.S. $0.01 each of the Company and will not be listed
on a national securities exchange or a national market system.
Discharge of JPLs
As soon as practicable after the Restructuring Effective Date, the
Scheme Companies and the joint provisional liquidators ("JPLs")
shall apply to the Cayman Court for discharge of the JPLs.
New Credit Facility
On the Restructuring Effective Date, pursuant to the Schemes, the
Company and certain of its subsidiaries, as borrowers and
guarantors, entered into a new credit agreement dated September 22,
2017 (the "New Credit Agreement") with the Scheme Creditors
participating in the Schemes relating to DOV and DFH, or their
nominees (the "Lenders"). The New Credit Agreement contains
limited financial covenants. In addition, the Company and certain
of its subsidiaries will guarantee the obligations of the New
Credit Agreement and collateral has been granted to the Lenders by
way of a first priority lien over substantially all existing and
newly acquired assets of the borrowers and guarantors. The New
Credit Agreement consists of an about $450 million senior secured
term loan facility bearing interest at 8.00% per annum with a
maturity date of September 20, 2024. In connection with the entry
into the New Credit Agreement, the borrowers and guarantors entered
into a new intercreditor agreement dated September 22, 2017 (the
"New Intercreditor Agreement") with the collateral agents and
certain other parties thereto.
Management Services Agreement
On the Restructuring Effective Date, as part of the Restructuring,
the Company and each of its vessel-owning subsidiaries entered into
the Management Services Agreement dated September 22, 2017 (the
"TMS Agreement"), pursuant to which TMS provides certain management
services related to the Company drilling units, including but not
limited to commercial, financing, legal and insurance services. In
consideration for these services, the Company has agreed to pay TMS
Offshore Services Ltd. ("TMS") an annual fee of $15.5 million (not
including reimbursement for certain expenses incurred in connection
with its performance of services as manager) plus up to an
additional $10 million based on the satisfaction of certain
performance metrics. The Company has also agreed to pay a 1.0%
commercial fee on all earnings under any existing drilling contract
and any drilling contract entered into after the commencement of
the TMS Agreement, subject to certain conditions.
The Company may terminate the TMS Agreement at any time, subject to
the payment of a termination fee of the greater of (x) $150
million, which amount shall be reduced ratably on a daily basis
over the term of the TMS Agreement, which initial term is ten years
commencing from the commencement date or (y) $30 million (the
"Convenience Termination Fee"). The Company may also terminate the
TMS Agreement for "cause" upon five business days' notice to TMS,
subject to certain conditions, including the payment to an escrow
account of the lesser of (x) of $50 million or (y) the Convenience
Termination Fee, due and owing at the time, such funds to be
released in accordance with the decision of an appointed
arbitrator. The TMS Agreement may also be terminated by TMS if the
Company defaults under the TMS Agreement and such default is not
cured within ninety (90) days of written notice of such default.
The TMS Agreement replaced the management services agreement the
Company and its subsidiaries had entered into with TMS on
March 31, 2016, as amended.
Governance Agreement
On the Restructuring Effective Date, the Company entered into a
Governance Agreement dated September 22, 2017 (the "Governance
Agreement") with certain of the Scheme Creditors receiving new
equity of the Company pursuant to the Schemes. The Governance
Agreement provides for certain governance and shareholders' rights,
including customary registration rights.
New UDW Articles
As previously announced, shareholders of the Company will have the
opportunity to vote at the UDW EGM on proposals to: (i) adopt the
Second Amended and Restated Memorandum and Articles of Association
of the Company (the "New UDW Articles"), (ii) reduce the authorized
share capital of the Company and (iii) re-designate issued and
unissued authorized common shares as class A common shares (which
the Company believes will continue to be traded on NASDAQ under the
symbol "ORIG") and class B common shares of the Company, to reduce
the number of unissued authorized preferred shares of the Company
and to cancel the remaining unissued authorized common shares.
Upon the adoption of the New UDW Articles, the Company's board of
directors will increase in size to consist of seven directors, of
which three directors will be appointed by certain significant
Lenders granted appointment rights under the New UDW Articles (the
"Lender Directors") and four directors will be appointed by Mr.
Economou. The New UDW Articles will also provide that, until the
later of the fifth anniversary of the Restructuring Effective Date
and (ii) the day immediately preceding the fifth Annual General
Meeting held after the Restructuring Effective Date, unless such
provision is earlier terminated (the "Termination Date"), the right
to remove a director will be limited to the persons entitled to
designate such director or for cause by either the affirmative vote
of at least two-thirds of the board of directors or a majority of
the Lender Directors. Under the terms of the Governance Agreement,
the shareholders that are a party thereto have agreed to vote
against any proposal to amend the New UDW Articles or the
winding-up of the Company unless such proposal is approved by the
board of directors, including a majority of the Lender Directors.
The New UDW Articles will also provide that the Company will not
take certain actions without the approval of the majority of the
Lender Directors, including future issuances of common shares or
other securities, the payment of dividends, if any, on the
Company's common shares, the incurrence or modification of debt by
the Company, amendments to the New UDW Articles, the entering into
of certain extraordinary transactions and the Company's engagement
in certain other Major Actions, as defined in the New UDW Articles.
The Lender Directors will retain these veto rights until the
Termination Date. Furthermore, until the three Lender Directors
have been appointed following the adoption of the New UDW Articles,
the Company will not be permitted to take any action if such action
would otherwise require the approval of the Lender Directors.
These veto rights provide the Lender Directors with significant
influence over the Company's operations and strategy, and the
Lender Directors may support proposals and actions with which
shareholders may disagree or which are not in shareholders'
interests.
Scheme Creditors representing at least two-thirds of the shares
that will be entitled to vote at the EGM have, pursuant to the
Schemes, granted proxies to vote in favor of adopting the New UDW
Articles at the UDW EGM.
Formal notice of the UDW EGM, the Company's proxy statement and
other proxy-related materials are expected to be sent to
shareholders on or about Thursday, October 5, 2017. Investors and
shareholders are urged to read the proxy materials when they become
available because they will contain the proposals to be considered
at the Meeting and other important information. The proxy statement
will be also be furnished to the SEC on a Form 6-K and available to
shareholders without charge on the SEC's website (www.sec.gov).
Copies of the proxy statement can also be obtained, when available,
without charge from the Company's Web site at
http://www.ocean-rig.com/
Termination of the Company's Amended and Restated Rights Agreement
("Poison Pill")
On Sept. 20, 2017, the Company entered into Amendment No. 1 to the
Amended and Restated Rights Agreement by and between the Company
and American Stock Transfer & Trust Company, LLC, (the "Rights
Agent") (the "Amendment"). The Amendment was made in connection
with the Restructuring and has the effect of terminating the Rights
Agreement on the date on which the Company notifies the Rights
Agent that all of the Restructuring Support Agreement Conditions
(as defined in the explanatory statement issued by each of the
Scheme Companies dated July 21, 2017 pursuant to Order 102, Rule
20(4) of the Cayman Islands Grand Court Rules 1995 (Revised
Edition) (the "Explanatory Statement")), other than the termination
of the Rights Agreement, have been satisfied or waived pursuant to
the Scheme (as defined in the Explanatory Statement). The Company
provided notice to the Rights Agent and effectively terminated the
Rights Agreement on the Restructuring Effective Date.
Reminder to Scheme Creditors to submit Account Holder Letter and /
or Lender Claim Form (together with a Confirmation Form) to receive
Scheme Creditor Entitlements Scheme Creditors who have not yet
submitted a validly completed Account Holder Letter and / or Lender
Claim Form (together with a validly completed Confirmation Form) to
the Information Agent may still do so in order to receive their
Scheme Entitlements.
Such Scheme Creditors should note that their Scheme Creditor
Entitlements are being held in trust under a Holding Period Trust
Agreement with GLAS Trustees Limited, as Holding Period Trustee. In
order to receive their applicable Scheme Entitlements, such Scheme
Creditors must submit their relevant documentation to the
Information Agent prior to the expiry of the Holding Period (being
the third anniversary of the Restructuring Effective Date, or
September 22, 2020).
George Economou, Chairman and CEO commented, "I thank the Joint
Provisional Liquidators, our advisors and our financial creditors
for the tremendously hard work required to implement a complex
restructuring of this nature. We have been supported throughout by
our clients, employees and vendors and, having been placed on firm
financial footing, Ocean Rig looks forward to focusing back on its
underlying business."
Scheme Creditors should contact Prime Clerk as Information Agent
(at oceanrigteam@primeclerk.com) if they have any queries with
respect to the distribution of scheme consideration.
Where otherwise undefined, the terms used in this press release
shall have the meaning given to them in the Explanatory Statement.
Further Information
A copy of the Explanatory Statement, which contains the Schemes,
and other relevant documentation including the Account Holder
Letter, Lender Claim Letter and Confirmation Form, has been made
available through the Information Agent website at
https://cases.primeclerk.com/oceanrig.
About Ocean Rig
Ocean Rig UDW Inc. (NASDAQ: ORIG) -- http://www.ocean-rig.com/--
is an international offshore drilling contractor providing oilfield
services for offshore oil and gas exploration, development and
production drilling, and specializing in the ultra-deepwater and
harsh-environment segment of the offshore drilling industry.
On March 24, 2017, Ocean Rig UDW Inc., et al., filed winding up
petitions with the Cayman Court and issued summonses for the
appointment of joint provisional liquidators for the purpose of the
Restructuring. By orders of the Cayman Court dated March 27, 2017,
Simon Appell and Eleanor Fisher were appointed as the JPLs and duly
authorized foreign representatives, and the Cayman Provisional
Liquidation Proceedings were commenced.
Simon Appell and Eleanor Fisher of AlixPartners, LLP, in their
capacities, as the joint provisional liquidators and authorized
foreign representatives, filed for Chapter 15 protection for Ocean
Rig and its affiliates (Bankr. S.D.N.Y. Lead Case No. 17-10736) on
March 27, 2017, to seek recognition of the Cayman proceedings.
The JPLs' U.S. counsel are Evan C. Hollander, Esq., and Raniero
D'Aversa Jr., Esq., at Orrick, Herrington & Sutcliffe LLP, in New
York.
* * *
On Sept. 15, 2017, the Grand Court of the Cayman Islands sanctioned
the schemes of arrangements of the Company and its subsidiaries,
Drill Rigs Holdings Inc. ("DRH"), Drillships Financing Holding Inc.
("DFH"), and Drillships Ocean Ventures Inc., ("DOV," and together
with UDW, DRH and DFH, the "Scheme Companies"). The terms of the
restructuring have therefore been approved by the Cayman Court.
OMNITATUS GROUP: Disclosures OK'd; Plan Hearing on Oct. 25
----------------------------------------------------------
The Hon. Laura T. Beyer of the U.S. Bankruptcy Court for the
Western District of North Carolina has approved Omnitatus Group,
LLC's disclosure statement dated April 22, 2017, referring to the
Debtor's Chapter 11 plan dated April 22, 2017.
A hearing to consider the confirmation of the Plan will be held on
Oct. 25, 2017, at 9:30 a.m.
Objections to the plan confirmation must be filed by Oct. 19, 2017.
Written acceptances or rejections of the Plan must also be filed
by Oct. 19.
About Omnitatus Group, LLC
Omnitatus Group, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.C. Case No. 16-31984) on Dec. 9,
2016. The Petition was signed by Josinelia C. Garuba, authorized
representative. The Debtor is represented by Sandra U. Cummings,
Esq., at The Cummings Law Firm P.A. At the time of filing, the
Debtor estimated assets and liabilities at $100,000 to $500,000
each.
OPTIMA SPECIALTY: Files Exhibits to 3rd Amended Plan
----------------------------------------------------
BankruptcyData.com reported that Optima Specialty Steel filed with
the U.S. Bankruptcy Court on Sept. 25, 2017, exhibits for the
Disclosure Statement relating to the Company's Third Amended Joint
Chapter 11 Plan of Reorganization. The notice states, "Exhibit 1
is Exhibit B to the Disclosure Statement (the Debtors' Financial
Statements). Exhibit 2 is Exhibit C to the Disclosure Statement
(the Debtors' Valuation). Exhibit 3 is Exhibit D to the Disclosure
Statement (the Debtors' Financial Projections). Exhibit 4 is
Exhibit E to the Disclosure Statement (the Debtors' Liquidation
Analysis)." According to the financial projections, "Projections
reflect exit financing on October 31, 2017. Exit financing
includes $240 million new term loan (11.3% APR, quarterly interest
payments, no principle payments). Projections reflect confirmation
of a Plan of Reorganization and settlement of pre-petition claims
occurring at the end of October 2017. Full payment of 'roll up' and
'new money' DIP ($185.6 million), converting to equity of the
junior unsecured term loan ($87.5 million), full payment of
unsecured and admin claims ($35.2 million). Transaction costs
include payment of outstanding professional fees and debt issuance
costs of $12.8 million."
About Optima Specialty Steel
Optima Specialty Steel Inc. and its affiliates are independent
manufacturers of specialty steel products. Their manufacturing
facilities are located in the United States, and each of the
companies' operating units have operated in the steel industry for
more than 50 years.
Optima Specialty Steel and its affiliates filed Chapter 11
bankruptcy petitions on Dec. 15, 2016: Optima Specialty Steel
(Bankr. D. Del. Case No. 16-12789); Niagara LaSalle Corporation
(Case No. 16-12790); The Corey Steel Company (Case No. 16-12791);
KES Acquisition Company (Case No. 16-12792); and Michigan Seamless
Tube LLC (Case No. 16-12793). The petitions were signed by
Mordechai Korf, chief executive officer. At the time of filing,
Optima Specialty estimated assets and liabilities of $100 million
to $500 million.
The Debtors engaged Greenberg Traurig, LLP, in Wilmington,
Delaware, as counsel. The Debtors tapped Ernst & Young LLP as their
accountant. Garden City Group is the claims and noticing agent, and
maintains the site
http://cases.gardencitygroup.com/oma/info.php
On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors. The Committee retained
Squire Patton Boggs (US) LLP as its lead counsel and Whiteford,
Taylor & Preston LLC as its local Delaware counsel.
No request has been made for the appointment of a trustee or
examiner.
PACKARD SQUARE: Hires Dragich Law Firm as Legal Counsel
-------------------------------------------------------
Packard Square LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to hire The Dragich Law Firm
PLLC as its legal counsel.
David G. Dragich attests that the Firm is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code.
The Firm's professionals standard hourly rates are:
Dragich, David G. Bankruptcy Counsel $395
Vintevoghel, Amanda C. Bankruptcy Counsel $250
The Firm can be reached through:
David G. Dragich, Esq.
Amanda C. Vintevoghel, Esq.
The Dragich Law Firm PLLC
17000 Kercheval Ave., Suite 210
Grosse Pointe, MI 48230
Tel: (313) 886-4550
Email: ddragich@dragichlaw.com
avintevoghel@dragichlaw.com
About Packard Square
Packard Square LLC owns a 360,000-square foot mixed-use development
on a six-and-a-half acre site on Packard Street in Ann Arbor,
Michigan. Once completed, the Company expects the project to be
worth approximately $93,500,000.
Packard Square is currently under receivership. A receivership
case, CAN IV Packard Square LLC v. Packard Square LLC, Case No.
16-990-CB, Washtenaw County Trial Court, Honorable Archie C. Brown
presiding, was filed, and on Nov. 1, 2016, McKinley, Inc., was
appointed as receiver.
To recover control of the project, Packard Square LLC filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
17-52483) on Sept. 5, 2017, estimating $50 million to $100 million
in assets and less than $50 million in liabilities.
David G. Dragich, Esq., and Amanda Vintevoghel, Esq., at The
Dragich Law Firm PLLC, serve as the Debtor's bankruptcy counsel.
Swistak & Levine, P.C. has been retained as the Debtor's special
counsel.
As of Sept. 6, 2017, no request for appointment of a Chapter 11
trustee or examiner has been made and no official committee has
been appointed.
PACKARD SQUARE: Hires Swistak & Levine as Special Counsel
---------------------------------------------------------
Packard Square LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to hire Swistak & Levine, P.C.
as its special counsel.
The Firm has become intimately familiar with the real estate
litigation matters affecting Debtor, and the Firm's advice and
services will be critical to the Debtor's ability to complete the
construction project and its restructuring efforts.
All services will be performed only at the request of the Debtor
and relate solely to the Receivership Action.
The Firm will charge its hourly rate of $265.00 plus costs and
expenses, if any, which will be billed to the Debtor on a monthly
basis.
I. Matthew Miller attests that the Firm does not have any
connection with the Debtor's creditors, the Office of the United
States Trustee, any employee of the Office of the United States
Trustee or any other party in interest, or their attorneys or
accountants.
The Firm can be reached through:
I. Matthew Miller, Esq.
Swistak Levine, P.C.
30833 Northwestern Hwy., Suite 120
Farmington Hills, MI 48334
Phone: 248-851-8000
Fax: 248-851-4620
Email: mmiller@swistaklevine.com
About Packard Square
Packard Square LLC owns a 360,000-square foot mixed-use development
on a six-and-a-half acre site on Packard Street in Ann Arbor,
Michigan. Once completed, the Company expects the project to be
worth approximately $93,500,000.
Packard Square is currently under receivership. A receivership
case, CAN IV Packard Square LLC v. Packard Square LLC, Case No.
16-990-CB, Washtenaw County Trial Court, Honorable Archie C. Brown
presiding, was filed, and on Nov. 1, 2016, McKinley, Inc., was
appointed as receiver.
To recover control of the project, Packard Square LLC filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
17-52483) on Sept. 5, 2017, estimating $50 million to $100 million
in assets and less than $50 million in liabilities.
David G. Dragich, Esq., and Amanda Vintevoghel, Esq., at The
Dragich Law Firm PLLC, serve as the Debtor's bankruptcy counsel.
Swistak & Levine, P.C. has been retained as the Debtor's special
counsel.
As of Sept. 6, 2017, no request for appointment of a Chapter 11
trustee or examiner has been made and no official committee has
been appointed.
PARADIGM ACQUISITION: Moody's Affirms B3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Paradigm Acquisition Corp's B3
Corporate Family Rating and B3-PD Probability of Default Rating.
The actions follow Paradigm's announcement that it will refinance
its capital structure including incremental debt to fund an
acquisition. Concurrently, Moody's assigned a B2 rating to the
proposed first lien senior secured credit facilities and a Caa2
rating to the proposed senior secured second lien term loan. The
rating outlook is stable.
"The mostly debt funded acquisition increases Paradigm's leverage
to 6.5 times, but provides entry into the surgical implant cost
containment space for workers compensation payers," stated Moody's
analyst Todd Robinson. "Moody's is concerned about new service line
risk and the short operating history of the target company, but
believes that Paradigm will realize solid earnings growth and
reduce debt to EBITDA to around 6 times in the year ahead,"
continued Todd Robinson.
Issuer: Paradigm Acquisition Corp.
The following ratings were affirmed:
-- Corporate Family Rating at B3
-- Probability of Default Rating at B3-PD
The following ratings were assigned:
-- $25 million first lien senior secured revolving credit facility
at B2 (LGD 3)
-- $350 million 1st lien senior secured term loan at B2 (LGD 3)
-- $80 million 2nd lien senior secured term loan at Caa2 (LGD 6)
The following ratings will be withdrawn when the debt is repaid:
-- $25 million first lien senior secured revolving credit
facility due 2020 at B2 (LGD 3)
-- $222 million first lien senior secured term loan due 2022 at
B2 (LGD 3)
-- Outlook, Remains Stable
RATINGS RATIONALE
Paradigm's B3 CFR reflects its high financial leverage, modest size
and niche focus within the worker's compensation catastrophic case
management industry. With revenue of about $410 million pro forma
for acquisitions, Paradigm is small when compared to many other B3
corporate issuers. Furthermore, the company has high contract
underwriting risk and significant customer concentration. However,
the rating is supported by the company's leading market position,
its high barriers to entry and modest regulatory and reimbursement
risk.
The stable outlook reflects Moody's expectation that leverage will
decline in the year ahead but remain high. The outlook also
reflects Moody's expectation that the company will maintain a
disciplined approach to acquisitions and have a good liquidity
profile.
The rating could be downgraded if Paradigm's operating performance
declines or if free cash flow is expected to be negative for a
sustained period. Moody's could also consider a downgrade if the
company pursues more debt-financed acquisitions or shareholder
dividends, if liquidity deteriorates, or if debt to EBITDA is
expected to be sustained above 7.0 times.
The rating could be upgraded if Paradigm significantly increases
its scale and demonstrates improved operating performance.
Successful integration of recent acquisitions, improved customer
diversification and debt to EBITDA sustained below 6 times would
also support an upgrade.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Paradigm is a national provider of outsourced catastrophic worker's
compensation case management services for insurance companies and
self-insured employers. The company's product offerings include
acute and ongoing catastrophic, and case management services for
traumatic brain injuries, spinal cord injuries, amputations, burns,
wounds, and chronic pain. The acquired surgical implant business
will be a small part of the business for the foreseeable future.
The company is owned by Summit Partners, L.P. and generates about
$410 million in pro forma revenue.
PARADIGM ACQUISITION: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Paradigm Acquisition Corp. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' debt rating to
Paradigm's planned $25 million five-year, first-lien revolver and
$350 million seven-year, first-lien term loan. We assigned our
'CCC+' debt rating to the planned $80 million eight-year,
second-lien term loan. The recovery ratings on the first-lien
credit facilities are '3', reflecting our expectation for
meaningful recovery (50%-70%, rounded estimate: 50%) in the event
of payment default. The recovery rating on the second-lien term
loan is '6', reflecting our expectation of negligible (0%) recovery
in the event of payment default.
"The transaction will slightly improve Paradigm's business profile
but increase financial risk temporarily, as leverage will rise to
5.5x-6x in 2017-2018, slightly lower than leverage at the time of
the company's leveraged buy-out (in 2015). Paradigm has established
a delevering track record, as it was on track to delever (without
this transaction) to 4.5x-5.5x in 2017 (on our basis). We believe
the company will generate at least $30 million in free cash flow in
2018 that, if used for voluntary debt repayment, would drive
leverage lower than our forecast. Pro-forma the acquisition,
Paradigm's EBITDA interest coverage will remain relatively healthy
for the rating, at 2.5x-3x in 2017-2018.
"The stable outlook reflects our view that Paradigm's expanded
product portfolio and client base, combined with a supportive
employment environment, should drive strong revenue growth in
2017-2018. These sales drivers may help offset relatively stagnant
WC claims volumes industry-wide that have occurred in recent years.
We expect Paradigm's EBITDA margins to remain relatively stable
because of its historically conservative underwriting standards. We
expect adjusted leverage of 5.5x-6x and EBITDA interest coverage of
2.5x-3x in 2017-2018. The company's pace of delevering will depend
on its use of projected free cash flows for debt reduction,
acquisitions, and and/or shareholder dividends.
"We would consider a downgrade in 2017-2018 if the company revises
its financial policy or suffers sustained business losses causing
adjusted leverage to remain above 7x or EBITDA interest coverage to
fall below 2x on a sustained basis. This downside scenario could
result from the unexpected loss of multiple key clients and/or
higher-than-expected medical costs. Flat to negative revenue growth
coupled with an EBITDA margin decline of 1%-2% would likely result
in adjusted leverage of at least 7x. We would also consider a
downgrade if liquidity becomes constrained so that liquidity cash
sources are expected to fall to less than 1.2x expected cash uses.
"An upgrade is unlikely in 2017-2018 based on the company's
long-term financial policies, driven by its private-equity
ownership, which make sustained delevering unlikely. However, we
would consider an upgrade if Paradigm were to grow substantially,
diversify its business profitably, and lower leverage to less than
5x on a sustained basis. In addition, substantially improved client
concentrations would be another key rating factor."
PARADISE WINE: Taps Stichter Riedel Blain & Postler as Counsel
--------------------------------------------------------------
Paradise Wine, LLC seeks approval from the US Bankruptcy Court for
the Middle District of Florida, Fort Myers Division, to employ
Stichter, Riedel, Blain & Postler, P.A. as its Chapter 11 counsel.
Services to be rendered by Stichter Riedel are:
a. render legal advice with respect to the Debtor's powers and
duties as debtor in possession, the continued operation of the
Debtor's business, and the management of its property;
b. prepare on behalf of the Debtor necessary motions,
applications, orders, reports, pleadings, and other legal papers;
c. appear before this Court and the United States Trustee to
represent and protect the interests of the Debtor;
d. assist with and participate in negotiations with creditors
and other parties in interest in formulating a plan of
reorganization, drafting a plan and related disclosure statement,
and taking necessary legal steps to confirm such a plan;
e. represent the Debtor in all adversary proceedings,
contested matters, and matters involving administration of this
case;
f. represent the Debtor in negotiations with potential
financing sources and preparing contracts, security instruments, or
other documents necessary to obtain financing; and
g. perform all other legal services that may be necessary for
the proper preservation and administration of this Chapter 11
case.
Barbara A. Hart, an attorney with the firm of Stichter, Riedel,
Blain & Postler, P.A., attests that her firm is disinterested as
defined in 11 U.S.C. Sec. 101(14).
Stichter Riedel received the aggregate sum of $10,000 on account of
prepetition services and as a retainer for postpetition services.
The retainer was to be applied first to prepetition services
(including costs) and the balance was to reduce Stichter Riedel's
application for postpetition fees and costs.
The Firm can be reached through:
Barbara A. Hart, Esq.
STICHTER RIEDEL BLAIN & POSTLER, P.A.
110 East Madison Street, Suite 200
Tampa, Florida 33602
Tel: (813) 229-0144
Fax : 813-229-1811
Email: bhart.ecf@srbp.com
About Paradise Wine LLC
A full service bar, high concept cuisine, tropical interior, live
music and a boutique retail store makes Paradise Wine a truly
innovative concept in wine, entertainment & exceptional food.
Based in Naples, Florida, Paradise Wine, LLC, filed a Chapter 11
Petition (Bankr. M.D. Fla. Case No. 17-08033) on September 18,
2017. Barbara A Hart at Stichter, Riedel, Blain & Postler, P.A.,
represents the Debtor as counsel. At the time of filing, the Debtor
estimates $500,001 to $1 million in assets and liabilities.
PARAMOUNT BUILDING: Taps Michael W. Carmel as Bankruptcy Counsel
----------------------------------------------------------------
Paramount Building Solutions, LLC, Cleaning Solutions, LLC, JMS
Building Solutions, LLC, and Starlight Building Solutions, LLC,
seek authority from the US Bankruptcy Court for the District of
Arizona to employ Michael W. Carmel, Ltd. to serve as bankruptcy
counsel.
The professional services that the Firm is to render are:
(a) give the Debtors-in-Possession legal advice with respect
to its powers and duties in these proceedings;
(b) prepare on behalf of the Debtors-in-Possession the
necessary applications, answers, orders, reports and other legal
papers; and
(c) perform all other legal services for the
Debtors-in-Possession which may be necessary herein, and is
necessary for the Debtors-in-Possession to employ an attorney for
such professional services.
The hourly rate for Michael W. Carmel is $600.00, and for
paralegals is $135.00 per hour.
Michael W. Carmel attests that his Firm does not hold or represent
any interest adverse to the Debtors or the estates.
The Counsel can be reached through:
Michael W. Carmel, Esq.
MICHAEL W. CARMEL, LTD
80 East Columbus Avenue
Phoenix, AZ 85012-2334
Telephone: (602) 264-4965
Facsimile: (602) 277-0144
E-mail: Michael@mcarmellaw.com
About Paramount Building Solutions
Founded in 2003 in Tempe, Arizona, Paramount Building Solutions --
http://www.paramountbldgsol.com-- provides janitorial and floor
care services to thousands of locations, 24 hours a day, seven days
a week.
Paramount Building Solutions and its affiliates filed a chapter 11
petition (Bankr. D. Ariz. Lead Case no. 17-10867) on September 15,
2017. The petition was signed by Jeffory Southard, CEO.
The affiliates are Cleaning Solutions, LLC (Bankr. D. Ariz. Case
No. 17-10868); JMS Building Solutions, LLC (Bankr. D. Ariz. Case
No. 17-10869) and Starlight Building Solutions, LLC (Bankr. D.
Ariz. Case no.17-10870). Cleaning is the 100% sole member of
Paramount, and JMS. Paramount is the 100% sole member of
Starlight.
Judge Eddward P. Ballinger Jr. presides over the case. Michael W.
Carmel, Esq. at Michael W. Carmel, Ltd. represents the Debtors as
counsel.
At the time of filing, Paramount estimates $1 million to $10
million in assets and $10 million to $50 million in liabilities.
PEOPLE'S COMMUNITY: Trustee's Sale of Odenton Property Approved
---------------------------------------------------------------
Judge Robert A. Gordon of the U.S. Bankruptcy Court for the
District of Maryland authorized Charles R. Goldstein, the
Liquidating Trustee of the estate of The People's Community Health
Centers, Inc., to sell the Debtor's real and personal property
located at 1370 Odenton Road, Odenton, Maryland, to Christopher
Wagner or his designated assignee, for $390,000.
The sale is free and clear of all liens and encumbrances, with
liens and encumbrances attaching to the resulting proceeds and with
the resulting proceeds to be distributed as set forth in the Plan.
Pursuant to Section 1146(a) of the Bankruptcy Code, the Sale of the
Real Property will be exempt from transfer tax, recordation tax and
any other law imposing a stamp or similar tax or fee.
About the Debtor
The People's Community Health Centers, Inc., formerly known as
Medhealth of Maryland, Inc., is a health care business based at
1734 Maryland Avenue, Baltimore, Maryland.
People's Community Health Centers sought Chapter 11 protection
(Bankr. D. Md. Case No. 15-10228) on Jan. 7, 2015, disclosing
assets at $3.04 million and liabilities at $6.73 million. The
petition was signed by William A. Green, managing agent.
The Debtor tapped Michael Stephen Myers, Esq., at Scarlett, Croll
&
Myers, P.A., as counsel.
* * *
On Nov. 13, 2015, the Court approved the Plan of Liquidation
proposed by the Official Committee of Unsecured Creditors.
Pursuant to the Plan, Charles R. Goldstein was appointed as
liquidating trustee to liquidate the assets of the Debtor and to
pay the proceeds of the assets in accordance with the Plan and
applicable priorities.
PERFORMANCE SPORTS: Pension Fund Objects to Disclosure Statement
----------------------------------------------------------------
BankruptcyData.com reported that Plumbers & Pipefitters National
Pension Fund, for itself and on behalf of the putative class of
purchasers of PSG common stock, filed with the U.S. Bankruptcy
Court an objection to Performance Sports Disclosure Statement
related to the Company's Joint Chapter 11 Plan of Liquidation. The
objection asserts, "The Plan, which will pay unsecured creditors in
full, has one obvious, overarching goal: to completely
disenfranchise defrauded purchasers of PSG Common Stock in order to
line the pockets of current Class P7 Shareholders, vulture
investors who paid option value at best for their shares well after
the fraud was perpetrated. At bottom, the Plan embodies a thinly
veiled scheme by the Equity Committee to eviscerate the claims of
the Putative Class -- the actual victims of the securities fraud
that is the subject of the Securities Litigation -- and hijack the
potentially substantial value remaining in the Debtors' estates for
the exclusive benefit of speculators who not only purchased their
PSG Common Stock after the Class Period, but many (if not most) of
whom purchased after the Debtors were already in bankruptcy. Piling
insult upon injury to the Putative Class, the Plan proposes (but
fails) to pay Lead Plaintiff's individual claim against the Debtors
'in full' in a misguided attempt to moot Lead Plaintiff's claims
against the Individual Defendants and send the Securities
Litigation back to the drawing board. Presumably, the primary
purpose of the Equity Committee's gambit is to hoard the proceeds
of the Debtors' directors' and officers' liability insurance
policies for the exclusive benefit of the Equity Committee and its
constituency of speculators through the Liquidation Trust. To that
end, the Disclosure Statement cannot be approved because the Plan,
on its face, was not proposed in good faith and cannot be
confirmed. There is no legitimate reason to rush to confirm the
Plan in its current form. The Debtors have sold substantially all
of their assets, leaving a substantial pot of cashl and the
Retained Causes of Action as the only material assets of the
Debtors' estates to administer. There are no businesses to
reorganize, wasting assets to sell or preserve, or jobs to save.
Distributions to current shareholders in Class P7, which are almost
entirely (if not entirely) contingent on the outcome of litigation,
will not occur for years after the effective date of the Plan in
any event. The Court should not approve a Disclosure Statement
that will set into motion a confirmation process for a Plan that is
grossly inequitable and fraught with bad faith."
About Performance Sports
Exeter, N.H.-based Performance Sports Group Ltd. --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and soccer
apparel.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton
Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.;
BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as
counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.
Ernst & Young LLP is the monitor in the CCAA cases.
The Monitor tapped Thornton Grout Finnigan LLP, Allen & Overy LLP,
and Buchanan Ingersoll & Rooney PC as attorneys.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10, 2016,
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors. The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.
The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.
The U.S. Court appointed M.J. Renick & Associates LLC as the fee
examiner.
* * *
As reported by the Troubled Company Reporter, effective as of
February 27, 2017, the Company consummated the sale of
substantially all of the assets of the Company and its North
American subsidiaries, including its European and global
operations, pursuant to an asset purchase agreement, dated as of
October 31, 2016, as amended, by and among the Sellers, 9938982
Canada Inc., an acquisition vehicle co-owned by affiliates of
Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and
the designated purchasers party thereto, for a base purchase price
of US$575 million in aggregate, subject to certain adjustments, and
the assumption of related operating liabilities.
The transaction was the culmination of the process commenced by the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.
The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings. The bid made
by the Purchaser served as the "stalking horse" bid for purposes of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.
In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017. BPS US Holdings Inc. changed its name to Old
BPSUSH Inc.
PETSMART INC: Bank Debt Trades at 12% Off
-----------------------------------------
Participations in a syndicated loan under Petsmart Inc is a
borrower traded in the secondary market at 87.90
cents-on-the-dollar during the week ended Friday, September 1,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.72 percentage points from
the previous week. Petsmart Inc pays 300 basis points above LIBOR
to borrow under the $4.246 billion facility. The bank loan matures
on Oct. 10, 2022 and carries Moody's Ba3 rating and Standard &
Poor's B+ rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended September 1.
PHOENIX OF TENNESSEE: Has Interim Authority to Use Cash Collateral
------------------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee has issued an interim agreed order,
authorizing Phoenix of Tennessee, Inc. to use cash collateral to
spend and to pay the expenses reflected on the Budget, prior to a
final hearing on the Motion.
The Motion is set for final hearing on September 27, 2017 at 9:30
a.m.
Pinnacle Bank asserts a valid, perfected security interest in the
Debtor's property, including its cash collateral, which would
entitle it to adequate protection for any diminution in the value
of its respective collateral arising from the Debtor's
post-petition use thereof.
Accordingly, Pinnacle Bank will receive a replacement security
interest in the Debtor's post-petition property, including proceeds
thereof, to the same extent and priority as its respective
purported security interest in the Debtor's pre-petition property
and the proceeds thereof.
A full-text copy of the Interim Agreed Order, dated Sept. 14, 2017,
is available at https://is.gd/22UqWj
Counsel for Pinnacle Bank:
Ronn Steen, Esq.
THOMPSON BURTON PLLC
6100 Tower Circle, Suite 200
Franklin, TN 37067
Cell: (615) 430-2212
Fax: (615) 807-3048
Email: ronn.steen@thompsonburton.com
About Phoenix of Tennessee
Headquartered in Nashville, Phoenix of Tennessee, Inc. --
http://phoenixoftn.com/-- is a full service telecommunication
construction company that provides comprehensive services and
solutions required to build, enhance, maintain, and audit
telecommunication network infrastructures.
Phoenix of Tennessee filed a Chapter 11 petition (Bankr. M.D. Tenn.
Case No. 17-06102) on Sept. 7, 2017. The petition was signed by
Kyle D. Waites, president.
The Hon. Marian F. Harrison presides over the case.
The Debtor is represented by R. Alex Payne, Esq. at Dunham
Hildebrand, PLLC, as counsel.
At the time of filing, the Debtor estimated $100,000 to $500,000 in
total assets and $1 million to $10 million in total liabilities.
PILGRIM'S PRIDE: Moody's Rates $700MM Senior Unsecured Notes B1
---------------------------------------------------------------
Moody's Investors Service has assigned B1 ratings to Pilgrim's
Pride Corporation's (Ba3 CFR stable) $700 million of senior
unsecured notes being offered in eight-year and ten-year tranches.
Net proceeds from the proposed offerings will be used to repay most
of the $737 million equivalent subordinated unsecured seller note
due to JBS S.A., and for general corporate purposes. The ratings
outlook is stable.
On September 8, 2017 Pilgrim's acquired UK-based poultry company
Moy Park Holdings Europe) Limited (B1 stable) for approximately
GBP1.0 billion ($1.3 billion, based on a 1.31 USD/GBP exchange rate
at the time). Moy Park is a wholly owned subsidiary of Brazil's JBS
S.A. (B2 review for downgrade), which also controls Pilgrim's
through a 78.5% equity stake. Moody's previously has said that the
transaction is credit positive because it diversifies Pilgrim's
sales, supply chain, poultry products. In addition, financial
leverage will remain modest. Pro forma debt/EBITDA is approximately
2.1x, excluding approximately $50 million of planned cost
synergies.
The Moy Park transaction was funded with a one-year GBP562.5
million ($736.9 million) subordinated unsecured seller note issued
to JBS S.A., assumed GBP300.0 ($393 million) 6.25% senior unsecured
notes due 2021 at Moy Park, and GBP230.0 million ($301.3 million)
in cash. The Moy Park noteholders are protected by a 101%
change-of-control put option; however, based on recent market
prices, the options are not likely to be exercised.
RATINGS RATIONALE
Pilgrim's Ba3 Corporate Family Rating is supported by its leading
position as one of the world's largest chicken processors, low
financial leverage, and solid operating performance driven by a
disciplined operating strategy focused on maximizing profit margin
and earnings stability. These strengths are balanced against the
company's narrow focus in the cyclical chicken processing industry,
which is characterized by volatile earnings and narrow profit
margins. The rating also reflects the company's appetite for
potentially large leveraged acquisitions; although overall, the
company has demonstrated notable discipline with respect to
acquisition price and value.
Moody's evaluates Pilgrim's credit profile on a standalone basis.
Thus, the ratings are not directly affected by ongoing legal and
governance challenges currently facing owners of its indirectly
controlling parent JBS S.A. (B2, review for downgrade). However, if
developments at JBS related entities begin to negatively affect
Pilgrims, a downgrade could occur.
Pilgrim's Pride Corporation:
Moody's has assigned the following ratings:
Proposed senior unsecured notes due 2025 at B1 (LGD5);
Proposed senior unsecured notes due 2027 at B1 (LGD5).
The ratings outlook is stable.
The proposed 2025 notes will be an add-on under the indenture
governing existing $500 million 5.75% senior unsecured notes. The
senior unsecured debt instruments are rated one notch lower than
Pilgrim's Ba3 Corporate Family Rating, reflecting their junior
position relative to $1.55 billion of senior secured debt
instruments, including a $750 million asset-based revolving credit
facility and an $800 million Term Loan A, both maturing on May 6,
2022.
Pilgrim's ratings are constrained by the company's single-protein
concentration. However, the company's ratings could be upgraded if
the company continues to enhance earnings stability through
improvements to business and product mix. Quantitatively, Pilgrim's
ratings could be upgraded if the company maintains at least 6%
operating profit margin, positive free cash flow, sustains debt to
EBITDA below 2.0x, and liquidity (cash and backup availability) of
at least $1 billion.
Conversely, Pilgrim's ratings could be downgraded in the event of a
major leveraged acquisition or share buyback, deteriorating
industry fundamentals that lead to prolonged negative free cash
flow, or deteriorating liquidity. The ratings could also be
downgraded if legal, governance or other challenges at related
entities, including JBS S.A. negatively affect the risk profile of
Pilgrim's.
The principal methodology used in these ratings was Global Protein
and Agriculture Industry published in June 2017.
Corporate Profile
Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation
(NASDAQ: PPC) is the second largest chicken producer in the world,
with operations in the United States, Mexico and Puerto Rico. The
company produces, processes, markets and distributes fresh, frozen
and value-added chicken products to foodservice customers,
distributors and retail operators worldwide.
For the twelve months ended June 25, 2017, Pilgrim's revenues
approximated $8.2 billion. Pilgrim's Pride is controlled by São
Paulo, Brazil based JBS, S.A. (B2, ratings under review for
downgrade), and the largest processor of protein in the world,
through an indirect 78.5% equity ownership stake.
Headquartered in Craigavon, Northern Ireland, Moy Park is a leading
player in the UK poultry processing market, with a significant
degree of vertical integration in the breeding and rearing chain.
Its activities also include processing of other meat and food
products, and its operations extend beyond the UK to continental
Europe. It operates thirteen production facilities with a capacity
of 280 million birds annually with a workforce in excess of 12,000
full-time equivalent employees. Customers include large supermarket
chains as well as fast food retailers. For the last twelve months
ended June 2017, the company reported revenue and EBITDA of $2
billion and $135 million, respectively.
PMA MEDICAL: E. Boyle Precluded From Pursuing Employment Claim
--------------------------------------------------------------
Judge C. Darnell Jones, II, of the U.S. District Court for the
Eastern District of Pennsylvania dismisses the Plaintiff Evette
Boyle's Complaint in the case styled EVETTE BOYLE, Plaintiff, v.
PMA MEDICAL SPECIALISTS, LLC; JOHN DOE DEFENDANTS NO. 1-10,
Defendants, Civil Action No. 16-2492, (E.D. Pa.) for, failure to
state a claim.
Ms. Boyle commenced the civil action, which arises out of the
Plaintiff's termination from employment at PMA Medical Specialists,
LLC, claiming that her termination was motivated by her status as a
Jewish woman who was older than her co-workers.
On or about August 21, 2015, the Defendant PMA terminated Ms.
Boyle's employment. Plaintiff filed a complaint with the Equal
Employment Opportunity Commission and on February 23, 2016, was
issued a right-to-sue letter.
On March 24, 2016, the Defendant PMA filed a petition for relief
under Chapter 11. On May 20, 2016, Ms. Boyle filed the instant
federal civil action Complaint. However, the bankruptcy petition
had the effect of staying Ms. Boyle's action against the Defendant
PMA in this Court.
In its Motion to Dismiss, the Defendant PMA maintains that Ms.
Boyle's claim is barred due to her failure to file a proof of
claim. Indeed, there is no evidence that Ms. Boyle made any effort
to file a claim even after the passing of the bar date on July 8,
2016. The Court notes that Ms. Boyle was on notice as to the
Defendant PMA's bankruptcy, as she was served with copies of the
amended schedule on June 2, 2016 and June 8, 2016.
The Court determines that on June 10, 2016, Ms. Boyle's counsel
received a copy of the Defendant PMA's bankruptcy and, likewise, on
June 20, 2016, the Defendant PMA served Ms. Boyle with notice of
the bankruptcy court's July 8, 2016 bar date for filing proofs of
claim.
Accordingly, the Court notes that Ms. Boyle was afforded her due
process right to notice of Defendant PMA's bankruptcy and was
therefore given "meaningful opportunity" to protect her claim.
However, when Ms. Boyle failed to comply with the procedures of the
bankruptcy court in filing a proof of claim, she relinquished her
right to protect same. Accordingly, the Court concludes that she is
not entitled to relief on this basis.
The Defendant PMA served the Second Amended Plan of Reorganization
and Disclosure Statement on creditors on August 3, 2016, and on
September 6, 2016, the Bankruptcy Court entered an order confirming
said Plan. The Plan was served on all of PMA Medical Specialists'
creditors -- including Ms. Boyle -- on September 6, 2016.
Consequently, on November 16, 2016, this Court stayed the instant
matter, pending further action by the bankruptcy court.
On January 25, 2017, the bankruptcy court granted Defendant PMA's
motion for a final decree and closing of the bankruptcy. Ms. Boyle
was present at the January 30, 2017 hearing and petitioned for
relief from the stay imposed by the bankruptcy filing, but was
unsuccessful in obtaining relief. On February 1, 2017, the
bankruptcy case was closed and a final decree was entered.
Ms. Boyle maintains that this Court has the discretion to permit
her employment claim to proceed. However, Ms. Boyle's failure to
obtain relief from the stay in the bankruptcy court bars her
Complaint from going forward in this Court.
The Defendant PMA contends that because Ms. Boyle's Complaint is
subject to the Automatic Stay Provision of the U.S. Bankruptcy
Code, it is thus void ab initio.
On February 28, 2016, Ms. Boyle received a right-to-sue letter from
the EEOC, which marked the end of the administrative process and
gave Ms. Boyle the green flag to commence suit against the
Defendant PMA. But Ms. Boyle did not file her Complaint with this
Court until May 20, 2016 -- almost two months after Defendant PMA
filed for bankruptcy -- on March 24, 2016.
The Court explains that regardless of the actual amount of time Ms.
Boyle had to file her claim upon receipt of the EEOC right-to-sue
letter, her Complaint must be rendered void by reason of the fact
that she filed said Complaint during the automatic stay in
bankruptcy court.
Moreover, the Bankruptcy Code provides in part that the
confirmation of a plan "discharges the debtor from any debt that
arose before the date of such confirmation.
Because Ms. Boyle's pre-petition claim -- which was listed in the
Defendant PMA's schedule as contingent, unliquidated, and disputed
in an unknown amount -- constitutes a claim within the meaning of
the Bankruptcy Code, the bankruptcy's court's confirmation and
subsequent closure of the bankruptcy had the effect of discharging
Ms. Boyle's pre-petition claim.
Inasmuch as Ms. Boyle's Complaint does not constitute an appeal
from the bankruptcy court's judgment, the Court proceeds on the
premise that Ms. Boyle's claim has been properly discharged.
Accordingly, Ms. Boyle is precluded from pursuing same in this
Court.
A full-text copy of the Memorandum dated September 7, 2017, is
available at https://is.gd/vuJMeA from Leagle.com.
About PMA Medical
PMA Medical Specialists, LLC sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania (Philadelphia) (Case No. 16-12016) on
March 24, 2016. The petition was signed by Raymond J. Kovalski, MD,
president.
The Debtor is represented by Edmond M. George, Esq., at Obermayer
Rebmann Maxwell & Hippel, LLP. The case is assigned to Judge
Ashely M. Chan.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
QUEST SOLUTION: Details Turnaround Plan to Improve Performance
--------------------------------------------------------------
Quest Solution Inc.'s Chairman and Chief Executive Officer Shai
Lustgarten announced the launch of the Company's turnaround plan to
drive improved operating performance and increase profitability.
"Today we begin the implementation of our strategy to reset and
turnaround the business with the goal of further establishing Quest
as a premier provider & specialty system integrator of
state-of-the-art technology and innovative Field & Supply Chain
Solutions," stated Shai Lustgarten.
The Company has identified the following priorities to improve
operating performance and increase shareholder value:
* Adding new technologies to build upon the robust suite of
technology solutions available to customers;
* Sales growth with increased focus on higher margin software
solutions and value added services;
* Driving margin improvement through consolidation to drive
efficiency;
* Improving EBITDA and returning to sustained net
profitability; and
* Restructuring and strengthening the Company's balance sheet
to enhance Quest's financial position
"Following my appointment a few months ago," continued Mr.
Lustgarten, "I was immediately impressed by the Quest team and the
achievements of our dedicated employees. With the support of a new
Board of Directors, talented management team and experienced
consultants, we are implementing a turnaround plan to drive the
future success of Quest. New management's immediate priorities are
to: deliver sustained profitability, aggressive growth by adding
new innovative solutions, increase software service revenue and
strengthen our balance sheet. As we execute this turnaround, we
will build on our existing relationships with the Fortune 500
companies we serve. We look forward to implementing this strategy
with the goal of significantly improving operating performance as
we move through the balance of this year and into 2018."
About Quest Solution
Quest Solution, formerly known as Amerigo Energy, Inc., is a
Specialty Systems Integrator focused on Field and Supply Chain
Mobility. The Company is also a manufacturer and distributor of
consumables (labels, tags, and ribbons), RFID solutions, and
barcoding printers. Founded in 1994, Quest is headquartered in
Eugene, Oregon, with offices in the United States.
Prior to 2008, the Company was involved in various unrelated
business activities. From 2008-2014 the Company was involved in
multiple businesses inclusive of an oil and gas investment company.
Due to changes in market conditions, management determined to look
for acquisitions which were positive cash flow and would provide
immediate shareholder value. In January 2014, the first such
acquisition was completed of Quest Marketing Inc. (dba Quest
Solution, Inc.).
The Company has acquired a significant working capital deficit and
issued a substantial amount of subordinated debt in connection with
its acquisitions. As of June 30, 2017, the Company had a working
capital deficit of $14,940,888 and an accumulated deficit of
$33,808,344. The Company said its continuation as a going concern
is dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis to obtain additional debt or
equity financing for working capital or refinancing (restructuring
of subordinated debt) as may be required and, ultimately, to attain
profitable operations.
The Company's independent accounting firm RBSM, LLP, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016. The auditors said the
Company has a working capital deficiency and significant
subordinated debt resulting from acquisitions. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
Quest Solution incurred a net loss attributable to common
stockholders of $14.21 million for the year ended Dec. 31, 2016,
following a net loss attributable to common stockholders of $1.71
million for the year ended Dec. 31, 2015.
As of June 30, 2017, Quest Solution had $27.47 million in total
assets, $43 million in total liabilities and a total stockholders'
deficit of $15.53 million.
QUOTIENT LIMITED: Reports Results From Ongoing MosaiQ Evaluation
----------------------------------------------------------------
Quotient reported progress on performance evaluation studies for
MosaiQ and financial results for its fiscal first quarter ended
June 30, 2017.
"We are continuing to make progress towards our goal of obtaining
an initial CE mark for MosaiQ. The key step in this process, which
we are providing an update on today, involves using market ready
MosaiQ instruments as well as blood grouping and disease screening
microarrays manufactured in our validated manufacturing facility to
test for concordance with blood samples supplied and previously
characterized by independent blood collection agencies. These
results represent a major technical achievement for the project and
give us added confidence of being field trial ready in the near
future," said Paul Cowan, chairman and chief executive officer of
Quotient. Mr. Cowan added "The value that MosaiQ will deliver for
our potential customers was underscored during our recent
participation at ISBT's annual meeting held in Copenhagen this
June. More than 230 ISBT delegates joined us at a symposium to
discuss the benefits associated with routine comprehensive antigen
typing for donated blood products, which MosaiQ will make possible
on a routine basis once it is available in the market."
MosaiQ Platform
MosaiQ, Quotient's next-generation platform delivers fast,
comprehensive antigen typing, antibody detection and disease
screening results, using a single low volume sample in a high
throughput automated format. MosaiQ represents a transformative
and highly disruptive unified testing platform for transfusion
diagnostics. Feasibility has also been demonstrated with respect
to the detection of nucleic acids (DNA or RNA) using the MosaiQ
platform. Through MosaiQ, Quotient expects to deliver substantial
value to donor testing laboratories worldwide by providing
affordable, routine comprehensive characterization and screening of
blood products, on a single automated instrument platform designed
to radically reduce labor costs and complexity associated with
existing practice.
Assay Performance
Assay performance in the ongoing performance evaluation studies for
the MosaiQ IH Microarray (the initial blood grouping microarray)
and the MosaiQ SDS Microarray (the initial disease screening
microarray) demonstrate substantial concordance compared with
predicate technologies. The performance evaluation data were
derived using microarrays manufactured in Quotient's validated,
high-volume manufacturing facility and run on field trial-ready
instruments. The Company has taken the opportunity over the past
two months to further improve the performance of the antibody
detection assay, and that work is now complete. Final internal
verification and validation studies for the MosaiQ IH Microarray
and MosaiQ SDS Microarray are the next step in preparation for
European field trials later this year. Verification and validation
studies are designed to mimic the subsequent field trials.
Actions to improve concordance for the c antigen are underway,
including modification of the concentration of the detection
reagent formulation for this specificity.
MosaiQ IH Microarray - Antibody Detection
The most recent performance evaluation study for the antibody
detection assay achieved 97% concordance compared with the
predicate technology. In this study, 413 donor samples and 50
known positive samples were tested.
MosaiQ SDS Microarray
The most recent performance evaluation study for the MosaiQ SDS
Microarray achieved 97% sensitivity and 100% specificity for CMV
and 98% sensitivity and 100% specificity for syphilis. In this
study, 314 donor samples and 88 known positive samples were tested.
Known positive samples were selected to test the limits of
detection for MosaiQ, hence the achieved sensitivity of 97-98% for
both assays. These results indicate that the performance of the
MosaiQ SDS Microarray meets or exceeds the established performance
characteristics of the predicate technology.
The most recent performance evaluation data for the MosaiQ IH
Microarray and MosaiQ SDS Microarray provide confidence in the
ultimate outcome of the upcoming verification and validation
studies for these products and ultimately the European field trials
that we expect to complete later this year.
Regulatory and Commercial Milestones - Next Twelve Months
* European Field Trials - Quotient expects to complete European
field trials during CY17
* European Regulatory Approval - Upon the successful completion
of European field trials Quotient expects to file promptly
for European regulatory approval for MosaiQ
* European Commercialization - Quotient has commenced the
commercialization of MosaiQ in Europe, where it has already
received invitations to participate in tenders to be awarded
in the middle of CY18
* U.S. Field Trials and subsequent Regulatory Filing will
follow the successful completion of European field trials.
Fiscal First Quarter 2018 Financial Results
"The conventional reagent business recognized record product sales
in the first quarter, while also having six new reagent products
licensed for sale in the U.S. by the FDA," said Paul Cowan. "Strong
top line performance was driven by 17% growth in sales to OEM
customers, while U.S. direct sales which grew only 2%, were
adversely impacted by the expected timing of shipments. Our
continued focus on growing these more profitable revenue lines has
shown positive results, with significant gross margin improvement
in the quarter. Milestone payments earned from the approval for
sale in the U.S. of certain rare antisera reagents developed for a
key OEM customer contributed $600,000 of other revenues this
quarter."
Capital expenditures totaled $5.4 million in 1QFY18, compared with
$6.6 million in 1QFY17, largely reflecting ongoing investment
related to the construction of our new conventional reagent
manufacturing facility near Edinburgh, Scotland.
Quotient ended 1QFY18 with $40.7 million in cash and other
short-term investments and $77.1 million of term debt, net of $5.0
million in an offsetting long-term cash reserve account. On
April 10, 2017, the Company completed a public offering of its
ordinary shares raising $45.2 million, net of expenses.
Outlook for the Fiscal Year Ending March 31, 2018
* Total revenue is still expected to be in the range of $33 to
$34 million, including other revenue (product development
fees) of approximately $12 million. Forecasted other revenue
assumes the receipt of milestone payments contingent upon
achievement of regulatory approval for certain products under
development. The receipt of these milestone payments
involves risks and uncertainties.
* Product sales are still expected to be in the range of $21 to
$22 million.
* Operating loss is still expected to be in the range of $63 to
$68 million.
* Capital expenditures are still expected to be in the range of
$25 to $30 million
Product sales in the second quarter of fiscal 2018 are expected to
be in the range of $5.2 to $5.5 million, compared with $4.8 million
for the second quarter of fiscal 2017.
Quarterly product sales can fluctuate depending upon the shipment
cycles for red blood cell based products, which account for
approximately two-thirds of current product sales. These products
typically experience 13 shipment cycles per year, equating to three
shipments of each product per quarter, except for one quarter per
year when four shipments occur. The timing of shipment of bulk
antisera products to OEM customers may also move revenues from
quarter to quarter. Some seasonality in demand is also experienced
around holiday periods in both Europe and the United States. As a
result of these factors, Quotient expects to continue to see
seasonality and quarter-to-quarter variations in product sales.
The timing of product development fees included in other revenues
is mostly dependent upon the achievement of pre-negotiated project
milestones.
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited --
http://www.quotientbd.com/-- develops, manufactures and sells
products for the global transfusion diagnostics market. Products
manufactured by the Group are sold to hospitals, blood banking
operations and other diagnostics companies worldwide. Quotient
Limited completed an initial public offering for its ordinary
shares on April 30, 2014 pursuant to which it issued 5,000,000
units each consisting of one ordinary share, no par value and one
warrant to purchase 0.8 of one ordinary share at an exercise price
of $8.80 per whole ordinary share, raising $40 million of new
equity share capital before issuing expenses.
Quotient Limited reported a net loss of US$85.06 million on
US$22.22 million of total revenue for the year ended March 31,
2017, compared to a net loss of US$33.87 million on US$18.52
million of total revenue for the year ended March 31, 2016.
As of June 30, 2017, Quotient Limited had US$138.84 million in
total assets, US$134.37 million in total liabilities and US$4.47
million in total shareholders' equity.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.
R-BOC REPRESENTATIVES: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------------
Debtor: R-BOC Representatives, Inc.
720 N. 17th Street, Unit 11
Saint Charles, IL 60174
Type of Business: R-BOC Representatives, Inc. is an Illinois
corporation with its principal place of business
in Saint Charles, Illinois. Established in June
2003, R-BOC Representatives manufactures
plastic, reverse-threaded couplers, micro-
couplers, and Push-2-Connect couplers for the
telecommunications market serving the Ohio,
Michigan, Indiana, Illinois, Wisconsin, Iowa,
and Minnesota areas.
Chapter 11 Petition Date: September 25, 2017
Case No.: 17-28555
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Deborah L. Thorne
Debtor's Counsel: Richard G Larsen, Esq.
SPRINGER BROWN, LLC
300 South County Farm Road, Suite I
Wheaton, IL 60187
Tel: 630-510-0000
Fax: 630-510-0004
E-mail: rlarsen@springerbrown.com
http://www.springerbrown.com/
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Carolyn Lundeen, president.
A full-text copy of the petition, along with a list of two
unsecured creditors, is available for free at
http://bankrupt.com/misc/ilnb17-28555.pdf
RAJYSAN INC: Committee Taps Marshack Hays as General Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Bankruptcy
Estate of Rajysan, Inc. dba MMD Equipment, seeks approval from the
US Bankruptcy Court for the Central District of California, Santa
Barbara Division, to retain Marshack Hays LLP as the Committee's
general counsel.
Professional services to be rendered by Marshack Hays are:
(1) advise the Committee with respect to its rights, powers,
duties and obligations as the official Committee of creditors
holding unsecured claims of the Debtor’s bankruptcy case;
(2) prepare pleadings, applications and conducting
examinations incidental to administration of this case and to
protect the interests of the unsecured creditors of this Estate;
(3) advise and represent the Committee in its connection with
all applications, motions or complaints filed during the course of
the administration of this case;
(4) develop the relationship of the Committee with the Debtor
in this bankruptcy proceeding;
(5) advise and assist the Committee in presentation with
respect to any plan of Liquidation or reorganization proposed by
the Debtor, the Committee, or other entity; and
(6) take other action and performing such other services as
the Committee may require of the Firm in connection with this
Chapter 11 case.
The Firm's current hourly billing rates are:
Partners Rates
-------- -----
Richard A. Marshack $595
D. Edward Hays $580
Matthew W. Grimshaw $450
Of Counsel
Kristine A. Thagard $460
Associates Rates
-------- -----
Judith E. Marshack $370
Sarah Cate Hays $395
Chad V. Haes $370
David A. Wood $360
Laila Masud $300
Associates Rates
-------- -----
Pamela Kraus $250
Chanel Mendoza $190
Layla Buchanan $190
Cynthia Bastida $190
Laurie McPherson $150
Richard A. Marshack, partner of the law firm Marshack Hays LLP,
attests that the Firm is a "disinterested person" within the
meaning of Bankruptcy Code Sec. 101(14).
The Firm can be reached through:
Richard A. Marshack, Esq.
Chad V. Haes, Esq.
MARSHACK HAYS LLP
870 Roosevelt
Irvine, CA 92620
Tel: (949) 333-7777
Fax: (949) 333-7778
Email: rmarshack@marshackhays.com
chaes@marshackhays.com
About Rajysan Inc
Founded in 1984, Rajysan, Incorporated, is a wholesale distributor
of industrial machinery and equipment. The Simi Valley,
California-based Company filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-11363) on July 29, 2017. The petition was signed
by Gurpreet Sahani, its president.
At the time of filing, the Debtor estimated $0 to $50,000 in assets
and $1 million to $10 million in liabilities. Judge Peter Carroll
presides over the case. The Debtor is represented by Andrew
Goodman, Esq., at Goodman Law Offices, APC.
REBECCA & JESSICA: To Pay Progressive Credit $35,000 Over 5 Yrs.
----------------------------------------------------------------
Rebecca & Jessica Cab Corp. filed with the U.S. Bankruptcy Court
for the Eastern District of New York a disclosure statement dated
Sept. 13, 2017, referring to the Debtor's plan of reorganization.
Class II Unsecured Claims will consist of a deficiency amount which
will be offset by the surrender and the subsequent sale of the taxi
medallion which constitutes the collateral of the formerly secured
creditor, Progressive Credit Union, against their formerly secured
claim in the amount of $1,469,134.38. Calculating from an
approximate current market value of $550,000, the resulting
deficiency is $369,134.38.
The Debtor proposes to pay Progressive Credit Union a total amount
of $35,000 over a period of 60 months in full settlement of the
resulting deficiency after the surrender of the medallion with
equal monthly payments of $584.46.
Class II is impaired under the Plan.
Funds required for confirmation and the payment of claims required
to be paid on the Effective Date will be provided by the Debtor and
the Reorganized Debtor from funds generated by the business
operations of the Debtor.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb17-42998-31.pdf
About Rebecca & Jessica Cab Corp.
Rebecca & Jessica Cab Corp., based in North Port, Florida, filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-42998) on June 8,
2017. The Hon. Nancy Hershey Lord presides over the case. Alla
Kachan, Esq., at the Law Offices of Alla Kachan, P.C., serves as
bankruptcy counsel.
In its petition, the Debtor estimated $0 in assets and $3 million
in liabilities. The petition was signed by Diana Libo, president.
The Debtor hired Wisdom Professional Services, Inc., as its
accountant.
RENX GROUP: Seeks Authorization to Use Cash Collateral
------------------------------------------------------
RenX Group II, LLC, asks the U.S. Bankruptcy Court for the District
of Oregon to authorize the preliminary use of cash collateral for
the payment of its operating expenses in the normal course of
business, as set forth in the monthly budget.
The preliminary use of cash collateral requested would cover
projected monthly operating expenses of $5,705 for the Property --
the Big Blue Lodge.
Prior to the commencement of this case, Debtor's predecessor in
interest entered into certain Note agreements with: Robert & Melody
Johnson; Jeffrey Kantor; and Jimmy Drakos secured by Deeds of Trust
against its real property. In Addition, the Deeds of Trust
contained security agreements covering rents of Debtor's property
located at 87287 Government Camp Loop, Government Camp, OR 97028.
The Debtor proposes to provide replacement liens in the
postpetition collateral, of the kind which presently secure the
indebtedness owed to the Johnsons, Mr. Kantor and Mr. Drakos.
A preliminary hearing on the motion will be held on September 28,
2017 at 2:00 p.m.
A full-text copy of the Debtor's Motion, dated Sept. 14, 2017, is
available at https://is.gd/kvbwvt
About RenX Group II LLC
Founded in 2013, RenX Group II, LLC is a home business in Portland,
Oregon. The Debtor sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 17-33139) on Aug. 22,
2017. Tracey Baron, manager, signed the petition. At the time of
the filing, the Debtor disclosed that it had estimated assets and
liabilities of $1 million to $10 million. Judge Trish M. Brown
presides over the case.
The Debtor's attorneys:
Michael D. O'Brien, Esq.
Theodore J. Piteo, Esq.
MICHAEL D. O'BRIEN & ASSOCIATES, P.C.
12909 SW 68th
Parkway, Suite 160
Portland, OR 97223
Tel: (503) 786-3800
RING CONTAINER: S&P Assigns 'B' Corp Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Oakland, Tenn.-based Ring Container Technologies Group LLC. The
outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's senior secured first-lien
credit facilities. The '3' recovery rating indicates our
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default."
Ring Container Technologies Group is a leading provider of blow
molded high-density polyethylene (HDPE) and polyethylene
terephthalate (PET) plastic bottles and packaging. MSD Partners
L.P. has entered into a definitive agreement to acquire Ring
Container Technologies Group LLC.
S&P said, "The stable outlook on Ring reflects our expectation that
continued revenue growth from the company's HDPE and PET
applications, coupled with maintenance of above average margins,
will enable the company to reduce its leverage below 6x over the
next 12-18 months. We view this level of leverage to be high but
sustainable.
"We could lower our ratings on Ring if we expect the company's
leverage to increase above 6.5x on a sustained basis. This could
occur if the company's operating performance deteriorates
materially because of increasingly competitive market conditions,
volatile raw material costs, the loss of a key customer, large
debt-financed capital expenditures, or debt-funded shareholder
returns.
"Although unlikely over the next 12-18 months, we would consider
raising our ratings on Ring if the company is able to reduce its
leverage below 5x on a sustained basis."
ROBERT BLEZA: Sale of Munster Property to Nahnsen for $600K Okayed
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Robert D. Bleza's real property located at 1933
Birchwood Court, Munster, Indiana, to Mark Nahnsen for $600,000.
The sale is free and clear of liens, with lien interests attaching
to the proceeds of the sale.
The Buyer is authorized to pay all costs incident to the sale and
all taxes owed against the property.
Robert D. Bleza sought Chapter 11 protection (Bankr. N.D. Ind. Case
No. 17-22229) on Aug. 3, 2017. The Debtor tapped Gordon E.
Gouveia, Esq., as counsel.
ROCKY PINE: Rood Buying 2015 Ford Super Duty Truck for $39K
-----------------------------------------------------------
Rocky Pine Farms, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Ohio to authorize the sale of 2015 Ford Super
Duty truck, ID No. 1FT8W3B63FEA94164, titled to the Debtor and
Patricia K. Nye, to Michael Rood for $39,000.
The vehicle has an estimated value of $40,000. The vehicle is not
necessary to the operation of the business and the sale will result
in a reduction of operational expenses, debt service, maintenance
expenses and insurance costs.
The Debtor has an offer to purchase for $39,000 from the Buyer.
The vehicle is subject to the recorded lien on title of Ford Motor
Credit Co. with a balance of $29,081 through Oct. 1, 2017 with a $9
per diem thereafter. The Debtor proposes to pay off the lien from
the proceeds of the sale.
The Debtor asks to shorten the period for objection to the Motion
as the Buyer is in immediate need of the vehicle and it is
uncertain if the Debtor could obtain a similar offer should the
Buyer withdraws his offer in favor of a more readily available
vehicle.
Ford can be reached at:
FORD MOTOR CREDIT CO.
P.O. BOX 105704
Atlanta, GA 30334
About Rocky Pine Farms
Founded 2007, Rocky Pine Farms, LLC, is a small organization in
the
crop farms industry. Rocky Pine Farms, based in Tiffin, Ohio,
filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-32918) on
Sept. 12, 2017. The petition was signed by Patricia Nye,
president. The Hon. Mary Ann Whipple presides over the case. In
its petition, the Debtor estimated $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. Raymond L. Beebe,
Esq., at Raymond L. Beebe Co., LPA, serves as bankruptcy counsel.
RUE21 INC: Completes Financial Restructuring Process
----------------------------------------------------
rue21, Inc., a teen specialty apparel retailer, on Sept. 22, 2017,
disclosed that it has completed its financial restructuring and has
emerged from the chapter 11 process.
Melanie Cox, Chief Executive Officer of rue21, said, "We are
pleased to be moving forward with rue21's next chapter of growth as
a highly performing and distinctive retailer."
On May 15, 2017, the Company filed a voluntary petition for
reorganization under chapter 11 of the Bankruptcy Code, and entered
into agreements with certain of its lenders to reduce the Company's
debt and provide additional capital in support of its
restructuring. The Company's Plan of Reorganization was confirmed
by the U.S. Bankruptcy Court for the Western District of
Pennsylvania on September 11, 2017.
The Company was represented by Kirkland & Ellis LLP as its legal
advisor, Rothschild Inc. as its investment banker and financial
advisor, and Berkeley Research Group, LLC as its restructuring
advisor.
About rue21, Inc.
rue21, Inc. -- 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). rue21 estimated $1
billion to $10 billion in assets and liabilities.
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.
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.
SAILING EMPORIUM: Order Approving Sale of Marina Property Vacated
-----------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland vacated the Sept. 14, 2017 Order approving the
Agreement of Sale and Purchase between Debtors The Sailing
Emporium, Inc., and William Arthur Willis and Mary Sue Willis, and
Brawner Co., Inc., in connection with the sale of real property,
personal property, goodwill and other intangibles relating to the
Marina operations in Rock Hall, Maryland, outside the ordinary
course of business for $3,800,000.
An Auction of the Marina Property was conducted on Sept. 7, 2017.
The Marina consists of five parcels of real property owned by the
Debtors. Parcels 23 and 69 are owned by Sailing Emporium and
Parcels 120, 141, and 142 are owned by the Willises. In addition,
there is development property surrounding the Marina owned by the
Willises, Parcels 13 and 146 that is excluded from the sale.
The Debtors proposed to sell the Marina Property free and clear of
all liens, claims, encumbrances and interests.
A copy of the Order and the Agreement is available for free at:
http://bankrupt.com/misc/Sailing_Emporium_224_Order.pdf
About The Sailing Emporium
The Sailing Emporium, Inc., owns and operates a full service marina
located on the picturesque Eastern Shore of Maryland on eight acres
on Rock Hall Harbor in Rock Hall, Maryland. Services include boat
sales, boat repair and restoration, electronics sales and service
and sailboat charters. The Property also includes a marine store
and nautical gift shop. The Property has 155 deep water slips and
20 transient slips, and the landscaped grounds and other amenities
have made this marina a point of interest in Rock Hall.
The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D.
Md. Case No. 16-24498) on Nov. 1, 2016. The petition was signed by
William Arthur Willis, president. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
The case is assigned to Judge Thomas J. Catliota.
The Debtor's counsel is Lisa Yonka Stevens, Esq., at Yumkas,
Vidmar, Sweeney & Mulrenin, LLC. The Debtor has employed Andrew
Cantor and Marcus & Millichap Real Estate Investment Services as
broker, and tapped Gary T. Mott & Associates, CPA, P.A., as
accountant.
SEARS CANADA: Anand Samuel Resigns from Board
---------------------------------------------
Sears Canada Inc. announced that Anand A. Samuel had resigned from
the Company's Board of Directors.
About Sears Canada
Sears Canada Inc. is an independent Canadian digital and
store-based retailer and technology company whose head office is
based in Toronto. Sears Canada's unique brand format offers
premium quality Sears Label products, designed and sourced by Sears
Canada, and of-the-moment fashion and home decor from designer
labels in The Cut @ Sears. Sears Canada also has a top ranked
appliance and mattress business in Canada. Sears Canada is
undergoing a reinvention, including new customer experiences at
every touchpoint, a new e-commerce platform, new store concepts,
and a new set of customer service principles designed to deliver
WOW experiences to customers. Sears Canada operates as a separate
entity from its U.S.- based co-founder, now known as Sears Holdings
Corp., based in Illinois.
The Company's balance sheet as of April 29, 2017, showed total
assets of C$1.187 billion against total liabilities of C$1.107
billion.
Amid mounting losses and liquidity constraints Sears Canada and
certain of its subsidiaries on June 22, 2017, applied to the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act ("CCAA"), in order
to continue to restructure its business.
Sears Canada and its subsidiaries on June 22, 2017, were granted an
order (the "Initial Order") under the Companies' Creditors
Arrangement Act (the "CCAA"). Pursuant to the Initial Order, FTI
Consulting has been appointed Monitor. Sears Canada and certain of
its subsidiaries have obtained orders from the Ontario Superior
Court of Justice (Commercial List) extending the stay period
provided by the Initial Order to Oct. 4, 2017, under the Companies'
Creditors Arrangement Act.
The Company has engaged BMO Capital Markets, as financial advisor,
and Osler, Hoskin & Harcourt LLP, as legal advisor. The Board of
Directors and the Special Committee of the Board of Directors of
the Company has retained Bennett Jones LLP, as legal advisor.
FTI Consulting is the Court-appointed monitor. The Monitor tapped
Norton Rose Fulbright Canada LLP as counsel.
SELFRIDGE PARTNERS: Taps Simon Resnik as Bankruptcy Counsel
-----------------------------------------------------------
Selfridge Partners, LLC, seeks approval from the United States
Bankruptcy Court for the Central District of California, Santa
Barbara Division, to employ Simon Resnik Hayes LLC as its general
bankruptcy counsel.
Professional services required of Simon Resnik are:
a. advice and assist regarding compliance with the
requirements of the United States Trustee;
b. advice regarding matters of bankruptcy law, including the
rights and remedies of the Debtor in regard to its assets and with
respect to the claims of creditors;
c. advice regarding cash collateral matters with respect to
the Debtor's real property;
d. conduct examinations of witnesses, claimants or adverse
parties and to prepare and assist in the preparation of reports,
accounts and pleadings;
e. advice concerning the requirements of the Bankruptcy Code
and applicable rules;
f. assist with the negotiation, formulation, confirmation and
implementation of a Chapter 11 plan; and
g. make any appearances in the Bankruptcy Court on behalf of
the Debtor; and to take such other action and to perform such other
services as the Debtor may require.
Roksana D. Moradi, partner at Simon Resnik Hayes LLP, attests that
no person in the Firm holds any interest in, nor is any person
materially adverse to the Debtor, and thus the Firm constitutes a
disinterested person as contemplated by 11 U.S.C. Sec. 327 and
defined in Sec. 101(14) of the Bankruptcy Code. The Firm is not a
creditor of the estate and is not owed any funds by the Debtor.
Simon Resnik Hayes LLC 's 2017 billing rates are:
M. Jonathan Hayes Of Counsel $485 per hour
Matthew D. Resnik Partner $425 per hour
Roksana D. Moradi Partner $385 per hour
Russell Stong Associate $350 per hour
David Kritzer Associate $350 per hour
Rosario Zubia Paralegal $135 per hour
The Firm can be reached through:
Matthew D. Resnik, Esq.
Roksana D. Moradi, Esq.
SIMON RESNIK HAYES LLP
15233 Ventura Blvd., Suite 250
Sherman Oaks, CA 91403
Telephone: (818) 783-6251
Facsimile: (818) 827-4919
Email: matthew@SRHLawFirm.com
roksana@SRHLawFirm.com
About Selfridge Partners, LLC
Selfridge owns in fee simple interest a rental property (a single
family dwelling at 28901 Selfridge Drive, Malibu, CA 90265) valued
at $2.50 million. Selfridge filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 17-11618) on September 7, 2017. The petition was
signed by Candace C. Pendleton, its managing member.
Judge Peter Carroll presides over the case. Matthew D Resnik, Esq.
at Simon Resnik Hayes LLC represents the Debtor as bankruptcy
counsel.
At the time of filing, the Debtor estimates $2.50 million in assets
and $4.90 million in liabilities.
SENIOR CARE GROUP: Taps Akerman as Special Healthcare Counsel
-------------------------------------------------------------
Senior Care Group, Inc. and its debtor-affiliates seek approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to hire Akerman LLP as their special healthcare counsel to provide
legal services and advice in connection with healthcare matters,
litigation, and regulatory matters.
Akerman has advised the Debtors that the current hourly rate for
Steven A. Grigas, the attorney proposed to actively represent the
Debtors, is $460 per hour. Other attorneys and paralegals may
render services to the Debtors as needed. The associate attorney
for Mr. Grigas has a rate of $265 per hour.
Steven A. Grigas attests that Akerman LLP does not represent or
hold any interest adverse to the Debtors or the estates with
respect to the matters upon which the firm is to be engaged which
would preclude its employment.
The Counsel can be reached through:
Steven A. Grigas, Esq.
AKERMAN LLP
106 East College Avenue, 12th Floor
Tallahassee, FL 32301
Tel: 850-224-9634
Fax: 850-222-0103
Email: steven.grigas@akerman.com
About Senior Care Group Inc.
Senior Care Group, Inc. is a non-profit corporation which, through
its wholly-owned subsidiaries, provides residents and patients with
nursing and long-term health care services.
Senior Care Group and its six affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No.
17-06562) on July 27, 2017. David R. Vaughan, chairman of the
Board, signed the petitions. Scott A. Stichter, Esq., at Stichter
Riedel Blain & Postler, P.A., serves as the Debtors' Chapter 11
counsel.
At the time of the filing, Senior Care Group disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
The U.S. Trustee for Region 21 appointed Mary L. Peebles as the
patient care ombudsman for Key West Health and Rehabilitation
Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG
Laurellwood, LLC.
On August 18, 2017, the U.S. trustee appointed an official
committee of unsecured creditors.
SEVEN GENERATIONS: Moody's Rates New US$700MM Unsec. Notes Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Seven
Generations Energy Ltd.'s (7G) proposed US$700 million senior
unsecured notes offering due 2025. The proceeds of the notes will
be used to redeem the existing 8.25% US$700 million senior
unsecured notes due 2020. All other ratings remain unchanged.
"Seven Generations' refinancing is credit positive because the
company will decrease its interest burden and improve its maturity
profile by pushing out the nearest bond maturity by five years,"
said Paresh Chari Moody's Assistant Vice President.
Assignments:
Issuer: Seven Generations Energy Ltd.
-- Senior Unsecured Regular Bond/Debenture, Assigned Ba3(LGD4)
RATINGS RATIONALE
7G's Ba2 rating is supported by (1) robust leverage and coverage
(2018: Debt/EBITDA around 1.7x; retained cash flow/debt near 55%;
EBITDA/Interest near 9x ) (2) consistent growth in production
(Moody's expects 2018 to be about 200,000 boe/d net of royalties)
with excellent execution on development demonstrated by its
significant growth since 2014 (3) a sizeable reserves base (150
MMboe proved developed) (4) reduced exposure to lower-priced
Alberta natural gas market due to its robust marketing strategy and
(5) its high condensate-rich natural gas wells that lead to solid
margins. 7G is constrained by (1) concentration in a single field
and a single formation, with high corporate decline rates (about
35%), (2) large proved undeveloped reserve base that requires
significant capex to increase production and maintain reserve
booking and (3) a short proved developed reserve life compared to
its peers.
In accordance with Moody's Loss Given Default (LGD) methodology,
the US$700 million, US$425 million, and US$450 million senior
unsecured notes are rated Ba3, one notch below the Ba2 CFR because
of the existence of the priority ranking C$1.4 billion secured
revolver.
7G's SGL-1 Speculative Grade Liquidity Rating reflects very good
liquidity. At June 30, 2017, 7G had C$413 million of cash and
undrawn C$1.4 billion revolving credit facility (June 2021
maturity). Moody's expects negative free cash flow of about C$400
million for the next 12 month period, ending June 2018, to be
funded with existing cash. There are no debt maturities until 2023.
Alternate liquidity is limited given that substantially all of the
company's assets are pledged.
The stable outlook reflects Moody's view that 7G's leverage and
interest coverage will remain robust and that the company will
continue to successfully execute its development program.
The ratings could be upgraded if production is sustained above
175,000 boe/d (145,000 boe/d at LTM Q2/2017), while maintaining
retained cash flow to debt above 40% (46% at Q2/2017), one-year
LFCR above 1x (1.8x at Q1/2017) and increasing the proved developed
reserve life to around 5 years (3 years at Q1/2017).
The ratings could be downgraded if retained cash flow to debt falls
towards 25% (46% at Q2/2017) or if production and reserves
decline.
7G is a Calgary, Alberta-based exploration and production (E&P)
company producing about 160,000 boe/d (barrel of oil equivalent per
day, net of royalties) with significant proved reserves, mostly
undeveloped, of 720 Mboe in the Kakwa area in northwestern Alberta
and is focused on the Montney formation.
The principal methodology used in this rating was Independent
Exploration and Production Industry published in May 2017.
SEVEN GENERATIONS: S&P Rates New US$700MM Sr. Unsec. Notes 'B+'
---------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' issue-level rating and
'5' recovery rating to Seven Generations Energy Ltd.'s proposed
US$700 million senior unsecured notes maturing in 2025. S&P expects
Seven Generations will use note proceeds to pay its US$700 million
senior unsecured notes outstanding due May 15, 2020.
S&P said, "A '5' recovery rating indicates our expectation of
modest (10%-30%; rounded estimate 20%) recovery in default. We
valued the company on a going-concern basis, using a reserve
multiple approach that applies a range of distressed fixed prices
to Seven Generations' proved reserves at Dec. 31, 2016. Our default
scenario takes place in 2021, and contemplates significant
deterioration in oil and gas prices that limits the company's
ability to fund its fixed charges and exhausts available liquidity.
Our recovery analysis assumes that, in a hypothetical bankruptcy
scenario, Seven Generations' secured creditors are fully covered,
with the remaining value available to unsecured noteholders."
Simulated default assumptions include the following:
-- Simulated year of default: 2021
-- Reserve multiple-based valuation approach
S&P's simplified waterfall scenario is as follows:
-- Net enterprise value (after 5% administrative costs): US$1.2
billion
-- Valuation split in % (obligors/non-obligors): 100/0
-- Secured first-lien debt: US$915 million
--Recovery expectations: Not applicable
-- Senior unsecured debt and pari passu claims: US$1.6 billion
--Recovery expectations: 10%-30% (rounded estimate 20%)
-- All debt amounts include six months of prepetition interest.
RATINGS LIST
Seven Generations Energy Ltd.
Corporate credit rating BB-/Stable/--
Rating Assigned
Senior unsecured debt
US$700 mil. notes due 2025 B+
Recovery Rating 5(20%)
SHEA HOMES: Moody's Hikes Corporate Family Rating to B1
-------------------------------------------------------
Moody's Investors Service upgraded the ratings of Shea Homes
Limited Partnership ("Shea"), including its Corporate Family Rating
to B1 from B2, Probability of Default to B1-PD from B2-PD, and the
rating on its existing issues of senior unsecured notes to B1 from
B2. The SGL-2 speculative grade liquidity rating was affirmed, and
the outlook changed to stable from positive.
The upgrade is based on Moody's expectation that Shea will lower
its adjusted homebuilding debt to book capitalization to
approximately 50% by year-end 2017. This debt leverage metric had
been hovering in the mid-50% range for several years. In addition,
Moody's expects this metric to continue trending down in 2018.
Other key credit metrics are also supportive of the higher rating,
including interest coverage of 3.3x and gross margins of 20.1%,
both as of June 30, 2017.
The following rating actions were taken:
Corporate Family Rating upgraded to B1 from B2
Probability of Default upgraded to B1-PD from B2-PD
Rating on $375 million of 5.875% senior unsecured notes due 2023
upgraded to B1(LGD4) from B2(LGD4)
Rating on $375 million of 6.125% senior unsecured notes due 2025
upgraded to B1(LGD4) from B2(LGD4)
SGL-2 speculative grade liquidity rating affirmed
Outlook is stable.
Shea's B1 Corporate Family Rating is further supported by some
inherent strengths not existing at most of the other homebuilders,
such as Shea's 48-year track record through numerous down cycles
and support from being part of a well-regarded, 130-year old
diversified group of companies owned by the Shea family. This
support is evidenced by capital injections of $120 million in 2007
and $75 million in 2011 by the parent company. Additionally, Shea
has a reasonably strong active adult brand name in Trilogy and
maintains a top ten position in each of its key markets.
At the same time, however, Shea's rating incorporates a
concentration of sales within California, where it generated over
60% of revenue in 2016; a significant exposure to joint venture
remargining gurantees; and the continued possibility of related
party transactions, which have decreased in recent years but remain
a risk due to Shea's being under the umbrella of Shea family-owned
companies. Additionally, the rating considers Shea's declining
margins. Traditionally a strength for the company, margins have
declined to approximately 20% through mid-year 2017, down from 24%
in 2015, and Moody's projects further declines in 2018. The rating
also considers the company's long land supply of nearly ten years
of owned, optioned, and in joint ventured lots as of year-end 2016.
However, after subtracting the JV land and land held for sale to
third parties, the lot supply drops to about 5.4 years.
The stable rating outlook reflects Moody's expectation that Shea
will maintain year-end debt leverage ratios at or below the 50%
level while interest coverage continues to climb.
The SGL-2 speculative grade liquidity rating incorporates Moody's
expectation that Shea will maintain good liquidity over the next 12
to 18 months. At June 30, 2017, Shea had approximately $23 million
of unrestricted cash on hand, $31 million drawn under a $175
million senior unsecured revolver due April 1, 2020, decent
covenant compliance headroom, and a lack of material long term debt
maturities until 2023. All of these strengths were in part
counterbalanced by the likelihood that the company will be slightly
free cash flow negative in 2017.
Factors that could lead to an upgrade include a reduction in the
company's California concentration, adjusted debt leverage around
45%, interest coverage over 4.5x, and a stabilization of its gross
margin deterioration.
Factors that could cause a downgrade include adjusted debt leverage
going back up to and staying at the mid-50% range at fiscal
year-ends, interest coverage below 2x, and deteriorating
liquidity.
The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in April 2015.
Established in 1968 and headquartered in Walnut, CA, Shea is one of
the largest private homebuilding companies in the U.S. The company
currently operates in 78 wholly owned active selling communities
located in 10 of the country's top 20 housing markets across nine
states. It sells homes for entry level, move-up, luxury, and active
adult homebuyers. For the trailing 12 months ended June 30, 2017,
total revenues from the sales of homes, land and
homebuilding-related activities were approximately $1.4 billion and
net income of was approximately $121 million.
SOUTHEASTERN PLATEWORKS: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Southeastern Plateworks, LLC
4466 Pinson Valley Parkway
Birmingham, AL 35215
Type of Business: Southeastern Plateworks --
http://www.southeasternplateworks.com-- is
an Alabama-based company specializing in
fabricated structural steel components for
industries such as power generation, air
pollution control, engineering construction, and
other heavy industrial applications.
Founded in 2004, Southeastern Plateworks
operates two plants (Pinson and Pawnee) that are
located approximately four miles from each other
just north of Birmingham, Alabama. The two
plants, which the company owns, comprise more
than 200,000 sq. ft. of interior production
space, as well as outside crane facilities and
surrounding land for outdoor storage, trial
assembly, and shipping.
Case No.: 17-04113
Chapter 11 Petition Date: September 25, 2017
Court: United States Bankruptcy Court
Northern District of Alabama (Birmingham)
Judge: Hon. Sims D. Crawford
Debtor's Counsel: Lee R. Benton, Esq.
BENTON & CENTENO, LLP
2019 Third Avenue North
Birmingham, AL 35203
Tel: 205-278-8000
Fax: 205-278-8008
E-mail: lbenton@bcattys.com
- and -
Samuel Stephens, Esq.
BENTON & CENTENO, LLP
2019 Third Avenue North
Birmingham, AL 35203
Tel: 205-278-8000
Fax: 205-776-8433
E-mail: sstephens@bcattys.com
Total Assets: $8 million
Total Liabilities: $12.06 million
The petition was signed by Ben Lyon, president.
The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb17-04113.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/alnb17-04113_petition.pdf
SRC ENERGY: S&P Raises CCR to B on Improved Financial Risk Profile
------------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Denver-based SRC Energy Inc. to 'B' from 'B-'. The rating outlook
is stable.
U.S.-based oil and natural gas exploration and production company
SRC Energy Inc.'s credit measures have improved due to
better-than-expected production results and operating efficiency.
S&P said "At the same time, we raised our issue-level rating on the
company's senior unsecured debt to 'B+' from 'B-' and revised the
recovery rating to '2' from '4'. The '2' recovery rating indicates
our expectation for substantial (70%-90%; rounded estimate: 85%)
recovery in the event of a payment default.
"The upgrade reflects our expectation that SRC Energy's credit
credit measures will improve over the next two years due to
higher-than-expected production and well productivity. We now
estimate the company will maintain funds from operations (FFO) to
debt well above 30% in 2018.
The stable outlook on SRC Energy reflects our view that the company
will continue to increase production in 2018 while growing its
proved reserves in line with its peers. We expect the company to
maintain credit measures appropriate for its rating, including FFO
to debt greater than 30% and debt to EBITDA below 3x.
"We could lower the corporate credit rating if SRC Energy's credit
measures weakened such that FFO to debt approaches 30% on a
sustained basis. We believe this could occur if the company assumes
a substantially more aggressive capital spending program than we
currently forecast, leading to a larger cash flow deficit, if its
production were weaker than our current projections for several
quarters, or if crude oil prices weakened meaningfully and the
company doesn't reduce capital spending. We could also lower the
rating if the company's liquidity weakens, likely due to its
inability to increase the borrowing base on its credit facility to
meet its spending needs.
"We could raise the rating if the company's business risk profile
improves, which would most likely occur if the company increases
production and reserves to levels more in line its higher rated
peers, while maintaining FFO to debt well above 30%."
SUNRISE REAL: Hires RH CPA as New Auditors Replacing Kenne Ruan
---------------------------------------------------------------
Sunrise Real Estate Group, Inc.'s Board of Directors engaged RH,
CPA as the Company's independent registered accounting firm to
audit the Registrant's financial statements, replacing its former
certifying accountant, Kenne Ruan, CPA, P.C. Upon receipt of the
notice that the Company's acceptance of the proposal from RH CPA to
audit its consolidated financial statements for the fiscal year
ending Dec. 31, 2015, Kenne Ruan resigned as the Company's
certifying accountant on July 31, 2017.
Kenne Ruan's audit reports on the Company's consolidated financial
statements for the two fiscal years ended Dec. 31, 2014, and 2013
did not contain an adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that the reports did contain two
explanatory paragraphs including a going concern paragraph.
Although Kenne Ruan have served as the Company's independent
registered public accounting firm for the two fiscal years ended
Dec. 31, 2016, and 2015 and for the interim period ended July 31,
2017, Kenne Ruan did not audit the Company's financial statements
for the fiscal years ended Dec. 31, 2016, or 2017, or review its
financial statements for the quarterly periods ended March 31,
2017, and June 30, 2017. The Company has not yet filed its
financial statements for those periods with the Securities and
Exchange Commission.
In connection with the audits of the Company's consolidated
financial statements for each of the two fiscal years ended Dec.
31, 2014, and 2013, and in the subsequent interim periods ended
July 31, 2017, there were no disagreements or reportable events (as
defined in Regulation S-K Item 304(a)(1)(v)) between us and Kenne
Ruan on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Kenne
Ruan, would have caused it to make reference to the subject matter
of the disagreements in connection with its report on the financial
statements for those fiscal years.
About Sunrise Real Estate
Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. and its subsidiaries' principal activities
are real estate development and property brokerage services,
including real estate marketing services, property leasing
services; and property management services in the People's Republic
of China.
Kenne Ruan, CPA, P.C., in Woodbridge, Connecticut, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has a working
capital deficiency, accumulated deficit from recurring net losses
for the current and prior years, and significant debt obligations
are maturing in less than one year. These conditions raise
substantial doubt about its ability to continue as a going
concern.
Sunrise Real reported a net loss of US$5.21 million on US$8.61
million of net revenues for the year ended Dec. 31, 2014, compared
to a net loss of US$6.74 million on US$11.24 million of net
revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014,
Sunrise Real had US$101.33 million in total assets, US$104.63
million in total liabilities and a total stockholders' deficit of
US$3.29 million.
TEKNI-PLEX INC: S&P Alters Outlook to Negative Amid Genstar Deal
----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based Tekni-Plex to
negative from stable and affirmed its 'B' corporate credit rating
on the company.
Genstar Capital Partners LLC has entered into a definitive
agreement to acquire Tekni-Plex Inc. for $1.45 billion, resulting
in a meaningful increase in debt leverage with total debt to EBITDA
reaching about 8.0x following the transaction.
S&P said, "At the same time, we assigned our 'B' corporate credit
rating and negative outlook to Tekni-Plex's parent ASP TPI Holdings
Inc.
"In addition, we assigned our 'B' issue-level rating and '3'
recovery rating to ASP TPI's proposed senior secured credit
facilities, including a $413 million first-lien term loan and
EUR249 million first-lien term loan. The '3' recovery rating
indicates our expectation for meaningful (50%-70%, rounded estimate
50%) recovery in the event of default.
"We also assigned our 'CCC+' issue-level rating and '6' recovery
rating to ASP TPI's proposed $260 million senior unsecured notes.
The '6' recovery rating indicates our expectation for negligible
(0%-10%, rounded estimate 5%) recovery in the event of default.
"We will withdraw the ratings on Tekni-Plex's existing debt at the
close of the transaction.
"The affirmation and negative outlook reflects Tekni-Plex's
elevated debt leverage profile following the company's sale to
financial sponsor Genstar. Because of the leveraged buyout,
Tekni-Plex's credit measures will weaken materially, such that the
company's debt to EBITDA will increase to about 8x (including the
company's proposed $75 million PIK preferred stock) at the close of
the transaction, from about 5.9x at the end of the company's fiscal
2017 (ended June 30, 2017). However, we believe that the stable
demand for the company's products, along with the potential for
enhanced profitability from cost improvements and new contract
wins, will allow Tekni-Plex to reduce its debt leverage somewhat
over the next year. Specifically, we expect organic and acquired
volume growth in its health care and specialty packaging segments,
ongoing cost reduction programs, and procurement initiatives will
allow margins to continue to increase to the 18.5%-19% area over
the next 12-18 months. As a result, we expect total debt to EBITDA
to improve to the mid- to high-7x area by the end of its fiscal
2018 (ended June 30), and to around 7x by the end of fiscal 2019.
"The negative outlook reflects the company's high debt leverage
levels following its sale to private equity sponsor Genstar Capital
and the risk that the company may be unable to reduce its debt
levels towards 7x over the next 12-18 months. Leverage is expected
to be in the mid- to high-7x area at the end of fiscal 2018,
improving to around 7x in fiscal 2019. We currently expect that
company will maintain adequate liquidity, with borrowing capacity
under its ABL facility such that the fixed charge covenant does not
become applicable over the next 12 months.
"We could lower our ratings on Tekni-Plex if economic weakness and
lower demand for its products hampers its pricing and volumes, such
that debt leverage is not expected to improve towards the 7x area
over the next 12-18 months or we forecast a meaningful reduction in
the company's liquidity position. We could also lower the ratings
if the company completes significant debt-finance acquisitions or
shareholder returns, such that its debt to EBITDA metric remains at
current elevated levels.
"We could revise our outlook on Tekni-Plex to stable in the next
12-18 months if we expect that the company's operating performance
continues to improve with higher than expected revenue growth or
margin expansion, such that we believe the company's debt to EBITDA
will be maintained below 7x on a sustained basis."
TIME INC: Moody's Rates Proposed $300MM Senior Unsecured Notes B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Time Inc.'s
proposed up to $300 million senior unsecured notes due 2025. The
existing 5.75% unsecured notes have been upgraded from B3 to B2.
Moody's also assigned Ba2 rating to the company's extended and
reduced $300 million senior secured revolving credit facility due
in 2022 and $464 million senior secured term loan due in 2024.
There is no action on the existing senior secured revolver and term
loan, and ratings on these securities will be withdrawn upon
closing of amendment and extension. Time Inc. will use $100 million
of proceeds towards repayment of existing debt (either term loan or
senior unsecured notes), resulting in a leverage-neutral capital
structure. The Corporate Family Rating is affirmed at B1, and the
Probability of Default Rating is affirmed at B1-PD. The Speculative
Grade Liquidity rating is unchanged at SGL-1. The outlook is
stable.
The following is a summary of rating actions:
Ratings affirmed:
-- Corporate Family Rating -- B1
-- Probability of Default Rating -- B1-PD
Ratings assigned:
-- $300 million revolver due 2022 -- Ba2, LGD2
-- $464 million 1st lien term loan due 2024 -- Ba2, LGD2
-- $300 million senior unsecured notes due 2025 -- B2, LGD5
Ratings upgraded:
-- $575 million Senior Unsecured Notes 2022 -- from B3 (LGD 5) to
B2 (LGD 5)
Ratings unchanged
-- $500 million revolver due 2019 -- Ba2, LGD2, to be withdrawn
-- $700 million 1st lien term loan due 2021 -- Ba2, LGD2, to be
withdrawn
Speculative Grade Liquidity (SGL) Rating: unchanged, SGL-1
Outlook actions:
Outlook is Stable
RATINGS RATIONALE
Time Inc.'s B1 corporate family rating ("CFR") reflects the
company's high debt-to-EBITDA of approximately 4.1x as of June 30,
2017 (including Moody's standard adjustments) and Moody's
expectations of slightly negative free cash flow (including Moody's
standard adjustments) over the next 12-18 months as the company
executes on its operational transformation plans. The proposed
refinancing is leverage-neutral, while resulting in the capital
structure maturity extension, and greater reliance on fixed-rate,
unsecured debt. The secured debt will have a springing maturity of
91 days prior to the maturity of 2022 notes, if those notes are not
refinanced. The relatively greater portion of unsecured debt in the
capital structure provides for greater financial support to this
debt class in a distressed situation, resulting in rating upgrade
for senior unsecured notes to B2 from B3.
The B1 rating reflects Time Inc.'s ongoing decline in core
advertising revenues which has impacted operating income and led to
a rise in financial leverage. The company's corporate family rating
incorporates persistent decline in circulation revenues from its
print-based celebrity, news, and sports magazines, lower demand for
print advertising reflecting fragmentation across digital platforms
including mobile, tablets, video and social media, as well as
competition from established rivals.
Time Inc. announced strategic plan to grow its Adjusted OIBDA
through increasing digital presence and brand extensions. The
company continues with its aggressive cost-reduction plan, expected
to yield more than $400 million in annualized cost savings, while
rationalizing its portfolio of brands through selective
divestitures. Moody's expects these efforts will take some time to
complete, and reverse the negative trends for the company, with
expectation of improved top line and operating income performance
starting in 2019.
Ratings are supported by Time Inc.'s large scale as the #1 magazine
publisher in the U.S. based on ad revenue and readership. The
majority of Time, Inc.'s leading brands including People, InStyle,
and Real Simple target female readers across celebrity, fashion and
lifestyle titles. Moody's believes these brands will continue to be
in demand from deep pocketed advertisers including beauty
suppliers, fashion labels and retailers who target this
demographic. The audience for Sports Illustrated and Time is
increasingly fragmented by traditional non-print and digital media
which pressures their revenue and EBITDA contributions despite
their leading positions in the sports and news categories.
The stable rating outlook incorporates Moody's expectation for
continued mid-teens percentage declines in print advertising and
low teens declines in circulation revenue reflecting the shift to
digital media consumption and online advertising platforms. Moody's
expects the company's operations will be subject to increased risk
of earnings volatility and that EBITDA margins will remain under
pressure as the company aggressively invests in its non-print
revenue growth initiatives, leveraging its broad array of strong
brands. The stable outlook also reflects Moody's expectations that
the company's free cash flow may be pressured over the next 12-18
months, however, given strong cash balance of $269 million as of
June 2017, Moody's expects liquidity will remain very good and can
be supplemented by an undrawn revolver. The outlook allows for an
acceptable level of shareholder distributions from a portion of
free cash flow, but it does not include significant debt financed
acquisitions or leveraging transactions.
Ratings could be upgraded if Time Inc. demonstrates consistent
strong revenue and EBITDA growth, with debt-to-EBITDA leverage
being sustained comfortably below 3.5x (including Moody's standard
adjustments). Strong positive free cash flow and very good
liquidity would also be needed, with good revolver availability.
Management would also need to maintain a commitment to financial
policies consistent with the higher rating.
Ratings could be downgraded if debt-to-EBITDA is sustained above
4.5x (including Moody's standard adjustments), liquidity
deteriorates with sustained negative free cash flow reducing
balance sheet cash materially below Moody's expectations or if
revolving credit facility availability declines substantially.
Ratings could also be downgraded if the company fails to address
the springing maturity on the senior secured debt in a timely
manner.
The principal methodology used in these ratings was Media Industry
published in June 2017.
Headquartered in New York, NY, and founded in 1922, Time Inc.
("Time") is the largest magazine publisher in the U.S. based on
advertising revenue and the largest magazine publisher in the U.K.
based on print newsstand revenue. The company generated $2.9
billion of revenue for the 12 months ended June 30, 2017.
TRANS-LUX CORP: Obtains $1.5 Million Loan From Arnold Penner
------------------------------------------------------------
Trans-Lux Corporation entered into a credit agreement with Arnold
Penner, pursuant to which the Company can borrow up to $1.5 million
from the Lender at an interest rate of 15% and additional fees. To
date, the Company has borrowed $1.5 million under the Credit
Agreement. The maturity date of the loan was Aug. 27, 2017. Under
the Credit Agreement, the Company granted the Lender a security
interest in accounts receivable, materials and intangibles relating
to a certain sales order for equipment issued in June 2017.
In connection with the Credit Agreement, the Company and its
wholly-owned subsidiaries Trans-Lux Display Corporation, Trans-Lux
Midwest Corporation and Trans-Lux Energy Corporation, as borrowers,
entered into a Fourth Amendment to the Credit and Security
Agreement, dated as of July 28, 2017, with SCM Specialty Finance
Opportunities Fund, L.P. as lender, to provide for certain
amendments to that certain Credit and Security Agreement with SCM,
dated July 12, 2016, to allow for the Company's entry into the
Credit Agreement with Lender and the security interest granted to
Lender thereunder.
This Fourth Amendment also retroactively modified the Company's
reporting requirements related to the fixed charge coverage ratio
covenant so that the first test period is for the 12 months ended
Aug. 31, 2017, for a ratio of 1.0 to 1.0. Beginning with the 12
months ended Sept. 30, 2017, the ratio requirement changes to 1.1
to 1.0.
The Company, Lender and SCM also entered into a Mutual Lien
Intercreditor Agreement, dated as of July 28, 2017, setting forth
SCM's senior lien position to all collateral of the Company, except
for the sales order securing the Credit Agreement, and the rights
of each of SCM and Lender with respect to the collateral of the
Company.
About Trans-Lux
Headquartered in New York, Trans-Lux Corporation designs and makes
digital display solutions, fixed digit scoreboards and LED lighting
fixtures and lamps.
The Company said in its quarterly report for the period ended June
30, 2017, that it does not have adequate liquidity, including
access to the debt and equity capital markets, to operate its
business. The Company incurred a net loss of $2.5 million in the
six months ended June 30, 2017, and has a working capital
deficiency of $5.9 million as of June 30, 2017. As a result, the
Company's short-term business focus continues to be to preserve our
liquidity position.
"Unless we are successful in obtaining additional liquidity, we
believe that we will not have sufficient cash and liquid assets to
fund normal operations for the next 12 months from the date of
issuance of this Form 10-Q. In addition, the Company's obligations
under its pension plan exceeded plan assets by $4.2 million at June
30, 2017 and the Company has a significant amount due to its
pension plan over the next 12 months."
Trans-Lux reported a net loss of $611,000 for the year ended Dec.
31, 2016, compared to a net loss of $1.74 million on $23.56 million
of total revenues for the year ended Dec. 31, 2015.
As of June 30, 2017, Trans-Lux had $13.35 million in total assets,
$17.15 million in total liabilities, and a total stockholders'
deficit of $3.79 million.
Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that Company has suffered recurring losses from
operations and has a significant working capital deficiency that
raise substantial doubt about its ability to continue as a going
concern. Further, the Company is in default of the indenture
agreements governing its outstanding 9 1/2% subordinated debentures
which were due in 2012 and its 8 1/4% limited convertible senior
subordinated notes which were due in 2012 so that the trustees or
holders of 25% of the outstanding Debentures and Notes have the
right to demand payment immediately. Additionally, the auditors
noted, the Company has a significant amount due to their pension
plan over the next 12 months.
TULARE LOCAL: Moody's Lowers GO Debt Rating to Ba2; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa3 the
rating on Tulare Local Health Care District's general obligation
bonds and revised the outlook to negative. Approximately $84.1
million of Series 2005A and 2005B general obligation debt remains
outstanding.
The downgrade to Ba2 and negative outlook reflect the district's
deteriorating financial and operational performance, nonexistent
cash liquidity, failure to secure financing to complete
construction of a planned medical tower, dysfunctional board
relations and poor reporting and oversight practices. The
district's continued tax base growth, supported by favorable
performance of the area's largely agricultural economy, serves to
partially mitigate these concerns. Beginning in January 2014,
medical center operations were outsourced under a Management
Services Agreement to HealthCare Conglomerate Associates, LLC
(HCCA). While the new management team initially improved operating
performance in fiscal 2014 and 2015, they have failed to secure
financing to complete construction on a new medical tower following
voters' failure in August 2016 to approve general obligation
funding for the remainder of the project. As a result, the district
has experienced two years' of year-over-year declines in revenues
and patient volumes, eroding financial performance and liquidity.
The Ba2 rating is bolstered by the strength of a voter-approved,
unlimited property tax pledge and the well-established levy and
collection history of the county for the debt service payments.
Tulare county (Issuer Rating Aa2) rather than the health care
district, levies, collects and disburses the district's property
taxes. This arrangement further insulates the GO levy from the
district's operations. As a purely legal matter, the GO levy can
only be used for GO debt service.
Rating Outlook
The negative outlook reflects the considerable challenges facing
the district with two consecutive years of operating income and
patient utilization declines and an eroded cash position. The
district's failure to secure financing for completion of a new
medical tower increases the likelihood of continued deterioration
in these metrics. Dysfunctional board relations, combined with weak
reporting and oversight practices, could prevent effective decision
making, increasing the likelihood of further credit deterioration.
Factors that Could Lead to an Upgrade
Finalization of financing for new medical tower with evidence that
ongoing operations can comfortably support this obligation
Full repayment of $8 million loan from HCCA with restoration of
satisfactory liquidity
Replacement of vacated board seat members, restoration of regular
meetings, and adopted oversight, financial and debt policies
Factors that Could Lead to a Downgrade
Continued nonpayment of management fees
Further deterioration of financial operations and patient
utilization
Default on the district's revenue bonds or declaration of
bankruptcy or insolvency
Inability to secure financing for medical center additions
required for seismic compliance
Failure of full board membership to resume regular, effective
board meetings
Legal Security
The bonds are secured by the district's voter-approved, unlimited,
ad valorem property tax pledge. Significant to the GO bonds'
security, Tulare county (Issuer Rating Aa2) rather than the health
care district, levies, collects and disburses the district's
property taxes. This arrangement further insulates the GO levy from
the district's operations. As a purely legal matter, the GO levy
can only be used for GO debt service.
Use of Proceeds. N/A
Obligor Profile
Located on the west side of Tulare County (Issuer Rating Aa2) in
the City of Tulare (Issuer Rating A1), the district serves a
roughly 450 square mile area with an approximate population of
100,000. The hospital has several competitors within 30 miles,
although none exist within the district's boundaries or its primary
service area.
Methodology
The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.
ULTRA PETROLEUM: Court Finds Jonah ORRIs Incorrectly Calculated
---------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas denies both the competing motions for partial
summary judgment regarding Overriding Royalty Interests ("ORRIs"),
Classes 2 and 4 filed by Jonah LLC, et al., and Ultra Petroleum
Corp., et al., because both sides' positions rely on a fundamental
calculation error of Jonah's ORRIs.
The primary dispute in the adversary proceeding captioned JONAH
LLC, et al, Plaintiff(s), v. ULTRA PETROLEUM CORP., et al,
Defendant(s), Adversary No. 16-3278 (Bankr. S.D. Tex.), is whether
the overriding royalty instruments for Classes 2, 3, and 4 contain
specific language regarding whether gathering and other costs of
production may be deducted from Jonah's overriding royalty interest
payments.
The Wyoming Royalty Payment Act addresses what costs of production
may be deducted from an overriding royalty interests, which only
applies if the ORRI assignments fail to specify the deductible
costs of production. It defines "overriding royalty" as "a share of
production, free of the costs of production, carved out of the
lessee's interest under an oil and gas lease… "costs of
production" include all of the costs incurred for exploration,
development, recovery, and abandonment operations under the
underlying leases -- not the costs associated with transporting the
oil or gas to market."
Ultra owns working interests in federal oil and gas leases located
in the Pinedale Field of Sublette County, Wyoming. These leases
stem from fifteen Bureau of Land Management leases issued between
1950 and 1952. Jonah owns ORRIs burdening some of Ultra's leases.
Jonah categorizes these instruments into five separate classes:
(1) Class 1 includes ORRIs originally created through three
assignments by Donald and Patricia Anderson to Blue Royalties, Inc.
in 1952. These assignments stated that the ORRIs will be computed
and paid at the same time and in the same manner as royalties
payable to the United States.
(2) Class 2 includes ORRIs reserved by the Andersons in 1955.
The Andersons assigned to third parties their entire working
interest in certain BLM leases, reserving for themselves the Class
2 ORRIs using a BLM form of assignment. Class 2 ORRIs include
language that allows assignees to deduct from the value of oil or
gas the full amount of any taxes required to be paid.
(3) Class 3 includes ORRIs reserved by Hondo Oil & Gas on
September 5, 1978. Hondo completed 14 assignments of its working
interests in the BLM leases in exchange for a reservation of an
ORRI of 3-1/8 of 8/8ths using a BLM form of assignment. The forms
of assignment do not include any other language describing how the
ORRI should be computed.
(4) Class 4 includes an August 1, 1951, assignment reserving
an ORRI of one percent of all oil, gas, and other hydrocarbons
produced on the covered property. The form of assignment does not
include language describing how the ORRI should be computed.
(5) Class 5 includes ORRIs carved out of portions of the
working interest burdened by other classes of ORRIs, which are
governed by an amendment executed in 2000 by McMurry Oil Company,
Nerd Enterprises, Inc., Fort Collins Consolidated Royalties, Inc.,
and a group of ORRI owners. The 2000 Amendment explicitly allows
for the deduction of reasonable, actual costs of transportation
incurred from the wellhead to the location of a sale from the
proceeds of production when computing the Class 5 ORRIs.
Atlantic Richfield Company ("ARCO") and Burlington Resources & Gas
Company LP originally owned the working interests burdened by these
five classes of ORRIs. Burlington's working interest was burdened
by Classes 1, 2, 3, and 5 while ARCO's interest was burdened by
Classes 1, 2, and 4.
In 1992, ARCO sold substantially all of its working interest to
McMurry Oil, Nerd Enterprises, and Fort Collins Consolidated
Royalties. Burlington sold a majority of its working interest to
Ultra in 1997. Ultra continues to own a large working interest in
the Sublette County leases it originally acquired from Burlington.
An amendment to the ORRIs burdening the ARCO working interest was
executed in 2000. After the 2000 Amendment, the ARCO working
interest was burdened only by Class 5. In late 2014, Ultra acquired
the ARCO working interest, making Ultra responsible for payment of
the Class 5 ORRIs.
In 2013, a dispute arose between Jonah and some of the Ultra
defendants regarding the proper method of paying the Class 1, 2, 3,
and 4 ORRIs burdening Ultra's working interest.
On October 1, 2014, Jonah sued Ultra in Wyoming state court (Civil
Action No. 8266). The parties agreed to allow discovery and summary
judgment briefing on the proper deductions that may be taken under
the Class 1, 2, 3, and 4 ORRI instruments as the first phase of the
litigation. Through discovery, Ultra first learned of the 2000
Amendment.
After acquiring the ARCO working interest, Ultra began paying the
ORRIs burdening that interest. Based upon a belief that Ultra was
under paying the Class 5 ORRIs, Jonah demanded an accounting from
Ultra. Receiving no response, Jonah filed a separate lawsuit on
April 28, 2016, also in Wyoming state court. (Civil Action No.
8428).
Jonah filed this adversary proceeding against Ultra, seeking
declaratory judgments regarding the validity and extent of its
various ORRIs. Jonah ultimately contended that the Class 1 ORRIs
must be paid according to their express terms. Jonah asserts that
the instruments creating Classes 2, 3, and 4 of its ORRIs do not
have the requisite specific language regarding what costs of
production may be deducted from Jonah's ORRI payments.
The Court finds that both Ultra and Jonah's partial summary
judgment motions regarding ORRI Classes 2 and 4 are based upon an
incorrect calculation of Jonah's ORRIs. The Court determines that
the assignments creating Classes 2 and 4 state that the ORRIs in
those classes are computed and paid pursuant to the market price in
the field or at the wellhead. However, the Court discovers that
both Ultra and Jonah fail to begin their analyses by utilizing the
market price in the field or at the wellhead. Instead, they both
utilize the actual price received for the gas that was sold at a
location that is neither in the field or at the wellhead.
With respect to ORRI Class 3, the Court finds it inappropriate to
render judgment --whether the underlying assignments for ORRI Class
3 contain specific language regarding if and what gathering and
other costs of production may be deducted from Jonah's ORRI
payments -- because it is unclear from the face of the assignments
whether the revenue should be based on a wellhead price. The Court
notes that neither side addresses the issue of whether the Class 3
assignments require pricing at the wellhead or field.
A full-text copy of the Memorandum Opinion dated August 24, 2017,
is available at https://is.gd/zotD96 from Leagle.com.
Jonah LLC is represented by:
Phil Barber, Esq.
Phillip D. Barber, PC
-- and --
Jarrod B. Martin, Esq.
Nathan Sommers Jacobs PC
2800 Post Oak Boulevard, 61st Floor
Houston, Texas 77056
Tel: (713) 960-0303 (main)
Tel: (713) 892-4842 (direct)
Fax: (713) 892-4800
Email: jmartin@nathansommers.com
-- and --
Nick Swartzendruber, Esq.
Poulson, Odell, & Peterson LLC
1775 Sherman St., Suite 1400
Denver, CO 80203
Telephone: 303.861.4400
Email: nswartzendruber@popllc.com
Ultra Petroleum Corp. is represented by:
Christopher T. Greco, Esq.
Gregory F. Pesce, Esq.
David R. Seligman, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York10022-4611
Tel: 212-446-4734
Fax: 212-446-6460
Email: christopher.greco@kirkland.com
gregory.pesce@kirkland.com
david.seligman@kirkland.com
-- and --
Andrew Brian Raber, Esq.
Joseph G. Thompson, III, Esq.
Watt Thompson Frank & Carver LLP
1800 Pennzoil Place, South Tower
711 Louisiana Street
Houston, Texas 77002
Tel: 713.333.9134
Fax: 713.650.8141
Email: araber@wattthompson.com
JThompson@wattthompson.com
About Ultra Petroleum
With headquarters in Houston, Texas, Ultra Petroleum Corp.
(NASDAQ:UPL) is an independent oil and gas company engaged in the
development, production, operation, exploration and acquisition of
oil and natural gas properties.
On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary
companies filed petitions (Bankr. S.D. Tex. Lead Case No. 16-32202)
seeking relief under Chapter 11 of the United States Bankruptcy
Code. Judge Marvin Isgur is the case judge. Ultra Petroleum
tapped Kirkland & Ellis LLP, as counsel; Jackson Walker, L.L.P., as
co-counsel; Rothschild Inc. and Petrie Partners as investment
bankers; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent.
In April 2017, Ultra Petroleum successfully completed its Chapter
11 restructuring.
UNITED MOBILE: Italk's Sale of Lubbock Properties for $250K Okayed
------------------------------------------------------------------
Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized United Mobile Solutions,
LLC's subsidiary, Italk Lease Management, LLC, to assign the
leasehold interest for its five Lubbock, Texas locations: (i)
1702-A 4th Street; (ii) 5408 4th Street; (iii) 6302 Frankford
Avenue; (iv) 4921 34th Street; and (v) 6002 Slide Road to All
Cellular Orlando, LLC in exchange for $250,000.
A hearing on the Motion was held on Sept. 20, 2017.
The Subsidiary and the Debtor are authorized to take the necessary
actions to execute and consummate the sale of the Leasehold
Interests to Approved Buyers and related assets, if any (including
winding down operations at such MetroPCS Locations) ("Approved
Transaction"), and to execute and deliver any and all agreements,
closing statements, and other closing documents determined
necessary by MetroPCS GA or MetroPCS TX, as applicable, to
consummate and close any Approved Transaction.
The Subsidiary will pay all Net Proceeds of any Approved
Transaction to the Debtor.
The Debtor is authorized to use and distribute the Net Proceeds in
the amount of $150,000 received from the sale of the Approved
Transactions free and clear of liens, claims, encumbrances, and
interests for the benefit of the Debtor's estate or the orderly
winddown of its operations.
Notwithstanding Bankruptcy Rule 6006(d) or otherwise, the Order
will be effective immediately on entry and any stay of the Order is
waived so that the Subsidiary and the Approved Buyers may close any
Approved Transactions immediately upon entry of the Order and the
Net Proceeds will be disbursed as stated herein immediately upon
closing of any such sale.
About United Mobile Solutions
United Mobile Solutions, LLC, is a carrier master dealer that
operates and manages approximately 20 retail cellular phone stores.
Its corporate offices are located in Norcross, Georgia.
United Mobile filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-62537) on July 20, 2016. The petition was signed by Kil Won
Lee, president. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.
The Debtor is represented by Cameron M. McCord, Esq., at Jones &
Walden, LLC.
An official committee of unsecured creditors has not been appointed
in the case.
* * *
On Dec. 16, 2016, the Debtor filed a disclosure statement and
Chapter 11 plan of reorganization.
UNITED MOBILE: Sale of Nominal Property for $2K Per Store Approved
------------------------------------------------------------------
Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized United Mobile Solutions,
LLC (i) to abandon signage, other displays and store fixtures which
have imbedded in them trademark proprietary logos and other service
marks that are proprietary to MetroPCS ("Proprietary Property");
and (ii) to sell fixtures, shelving, tables and equipment, the
value of which does not exceed $2,000 per store ("Nominal Store
Property"), for an amount not less than $2,000 per store location.
A hearing on the Motion was held on Sept. 20, 2017.
The sale is free and clear of any lien, claim, or other interest.
To the extent any Nominal Store Property has been supplied by
MetroPCS but not yet paid for by the Debtor, any security interest
or other lien of MetroPCS will attach to the proceeds of sale,
subject to consensual resolution by MetroPCS and the Debtor and
disbursement without further notice or Court order. Otherwise, the
Debtor may use the proceeds of sale to pay for administrative
expenses incurred in the winddown of its business operations.
The Stipulations set out in the Order are approved and are made an
order and judgment of the Court as if fully restated.
Notwithstanding Bankruptcy Rule 6004 or otherwise, the Order will
be effective immediately on entry and any stay of the Order is
waived so that the Debtor may abandon its Proprietary Property and
sell any Nominal Store Property immediately upon entry of the Order
and the proceeds from any such sale will be disbursed as stated
herein immediately upon closing of any such sale.
A copy of the Order is available for free at:
http://bankrupt.com/misc/United_Mobile_241_Order.pdf
About United Mobile Solutions
United Mobile Solutions, LLC, is a carrier master dealer that
operates and manages approximately 20 retail cellular phone stores.
Its corporate offices are located in Norcross, Georgia.
United Mobile filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-62537) on July 20, 2016. The petition was signed by Kil Won
Lee, president. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.
The Debtor is represented by Cameron M. McCord, Esq., at Jones &
Walden, LLC.
An official committee of unsecured creditors has not been
appointed
in the case.
* * *
On Dec. 16, 2016, the Debtor filed a disclosure statement and
Chapter 11 plan of reorganization.
US RAVE: Seeks to Hire Eric A. Liepins, P.C. as Counsel
-------------------------------------------------------
US Rave, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Texas to employ Eric A. Liepins, Esq.,
and the law firm of Eric A. Liepins, P.C., as counsel effective as
of September 13, 2017,
The Debtor believes a variety of legal matters exist as to the
assets and liabilities of the estate which require legal
assistance.
The Firm will be paid at these hourly rates:
Eric A. Liepins, Esq. $275
Legal Assistants $30 - $50
The Debtor has agreed to reimburse the Firm for all reasonable
out-of-pocket expenses incurred on the Debtor's behalf.
The Firm has received a retainer of $5,000 plus the filing fee.
Mr. Liepins, the sole shareholder of the Firm, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
The Firm can be reached at:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Phone: (972) 991-5591
Fax: (972) 991-5788
About US Rave Inc.
US Rave, Inc. operates a trucking business in Allen, Texas. US
Rave, Inc., filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
17-42023) on September 13, 2017. The petition was signed by Don
Malik, president.
The Company previously filed a voluntary Chapter 11 case ( E.D.
Tex. Case No. 16-41835) on Oct. 5, 2016. That case was dismissed
August 10, 2017.
Judge Brenda T. Rhoades presides over the 2017 case. The Debtor is
represented by represented by Eric A. Liepins, Esq.
At the time of filing, the Debtor estimates $629,000 in total
assets and $1,120,000 in total liabilities.
WARWICK YARD: Hires Amanda Medina as Bankruptcy Counsel
-------------------------------------------------------
Warwick Yard seeks approval from the US Bankruptcy Court for the
Southern District of New York to employ Amanda Medina as its
Chapter 11 attorney.
Professional services required of Ms. Medina are:
a. give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management of its
property and affairs;
b. prepare the necessary motions, responses, orders, reports
and other legal papers on behalf of the Debtor as may be required
in its Chapter 11 case;
c. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
d. perform all other legal services that may be necessary.
Medina's hourly rates are:
Amanda Medina $350.00
Anthony J. Mamo, Jr. (of counsel) $300.00
Law Clerk/Paraprofessionals $150.00
Amanda Medina attests that she is a disinterested person within the
meaning of 11 U.S.C. Sec. 101(14).
Miss Medina maintains an office at:
Amanda Medina, Esq.
524 Winchester Road
Norfolk, CT 06058
Tel: (914) 941-4485
Email: Abogado1@aol.com
About The Warwick Yard
The Warwick Yard is a New York limited liability company that
operates a sports complex, which has open fields and covered dome
field for rent to sports teams, and charges on a per use basis.
Warwick Yard's only asset is the real property located at 120 State
School Road, Warwick, New York 10990, which has been valued at
approximately $5 million.
The Warwick Yard filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 17-36103) on June 28, 2017. The petition was signed by Mark
Goldstein, its member and manager.
The case is assigned to Judge Cecelia G. Morris. Brian K. Condon,
Esq. at Condon & Associates, PLLC represents the Debtor.
The Debtor estimates $1 million to $10 million in assets and
liabilities.
WEST SPEEDWAY II: Hires Neff & Boyer as Counsel
-----------------------------------------------
West Speedway Phase II, LLC seeks approval from the US Bankruptcy
Court for the District of Arizona to employ Neff & Boyer, P.C. as
counsel.
West Speedway says it is essential to the Debtor's reorganization
efforts that it be represented by counsel in the Bankruptcy Case,
and that counsel have not only bankruptcy expertise, but other
practice specialties including commercial and real estate law. The
Debtor needs the firm's legal services to enable it to propose and
confirm a plan of reorganization. The Debtor will require counsel
to negotiate with creditors, deal with claims, dispute claims, and
prepare and negotiate a Plan for Reorganization and related
matters.
The hourly rates to be charged are:
Jeffrey M. Neff $350.00
Amanda C. Fife $200.00
Paralegal $95.00
Jeffrey M. Neff attests that the Firm is a disinterested person as
that term is defined in 11 U.S.C. Section 101(14) because the Firm
and its partners, counsel and associates (a) are not creditors or
insiders of the Debtor; and (b) are not and were not a director,
officer or employee of the Debtor.
The Firm can be reached through:
Jeffrey M. Neff, Esq.
NEFF & BOYER, P.C.
4568 E Camp Lowell Drive
Tucson, AZ 85712
Phone: 520-722-8030
Fax: 520-722-8032
Email: jeff@nefflawaz.com
About West Speedway Phase II
West Speedway Phase II, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 17-07478) on June 29, 2017. Judge Scott
H Gan presides over the case. West Speedway Phase II is
represented by Jeffrey M. Neff, Esq., at Neff & Boyer, P.C.
Stockton, California-based West Speedway Phase II LLC, which was
the second developer for the Enclaves at Gates Pass, first sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-15664) on July
8, 2009, listing $1 million to $10 million in assets and $1 million
to $10 million in liabilities. Eric Slocum Sparks, Esq., served as
counsel in the 2009 case.
WOMEN AND BIRTH: Taps Barbara M. Smith as Accountant
----------------------------------------------------
The Women and Birth Care, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Utah to hire Barbara M. Smith
Accounting Inc. as its accountant and financial advisor.
The firm will, among other things, prepare the Debtors' monthly
financial reports and financial projections, and assist in
connection with the Debtor's reorganization.
Barbara Smith, the firm's sole shareholder, charges between $75 per
hour and $175 per hour. The firm's accounting analysts and staff
assistants charge $125 per hour and $75 per hour, respectively.
The firm has requested a retainer of $2,500 from the Debtor.
Ms. Smith disclosed in a court filing that she is does not hold any
interest adverse to the Debtor's estate, creditors or equity
security holders.
The firm can be reached through:
Barbara M. Smith
Barbara M. Smith Accounting Inc.
2143 South 225 East
Kaysville, UT 84037
Phone: (801) 451-9889
About Women and Birth Care Inc.
Women and Birth Care, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 17-27013) on August
11, 2017. Rebecca McInnis, its president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $500,000.
Judge William T. Thurman presides over the case. Huntsman Lofgran,
PLLC represents the Debtor as bankruptcy counsel.
Julia D. Kyte was appointed as patient care ombudsman in the
Debtor's case.
[*] Lex Machina Expands Analytics Platform to Bankruptcy Appeals
----------------------------------------------------------------
Lex Machina, a LexisNexis company, has expanded its award-winning
Legal Analytics(R) platform to cover district court bankruptcy
appeals. The new module covers 18,000 bankruptcy appeals,
involving both business and individual debtors, filed since 2009.
It provides valuable data-driven insights and trends into the
unique characteristics that separate bankruptcy appeals from all
other federal practices. With this release, Lex Machina has proved
that analytic insights can be uncovered for appellate matters and
that these insights are enormously valuable for lawyers and their
clients.
Bankruptcy appeals are much less common than traditional appeals.
Whereas bankruptcy judges are highly specialized, most district
court judges rarely encounter bankruptcy appeals, making the
process more challenging for attorneys and outcomes less
predictable.
"Although there are relatively few bankruptcy appeals cases at the
district court level compared to commercial or employment
litigation cases, the stakes are incredibly high for all those
involved, so it is imperative that attorneys know the lay of the
land before entering the courtroom," said Karl Harris, CTO of Lex
Machina. "With Lex Machina, attorneys will now be able to get
critical insights into the behaviors of district court judges,
allowing them to provide the most informed counsel and formulate
the best case strategy."
As part of the product development process, Lex Machina interviewed
top bankruptcy appeals lawyers to better understand their needs and
incorporated their feedback directly into the new offering. As a
result, Lex Machina has added 10 practice-specific tags and 15
unique "dispute appeals" categories, which attorneys can use to
find the most relevant information and insights, and gain a
distinct competitive advantage throughout the appeals process. Lex
Machina's Legal Analytics is the only platform that incorporates
these unique filters:
-- The new case tags include: Bankruptcy Appeal;
Individual Debtor; Business Debtor; Adversary
Proceeding; Chapter 7; Chapter 9; Chapter 11;
Chapter 12; Chapter 13; and Chapter 15.
-- The new dispute appeals categories include: Procedure
and Jurisdiction; Malfeasance and Remedies; Officers;
Administration; Lift of Automatic Stay; Debtor's Rights
and Duties; Plan and Disclosure Statements; Objection
to Confirmation; Property of the Estate; Dismissal and
Conversion; Discharge and Dischargeability; Claims and
Liens; Objection to Proof of Claim; Avoidance; and
State or Other Federal Law.
"If you're a creditor trying to decide whether or not to file an
appeal, knowing whether a particular judge has a tendency to affirm
or reverse the lower court's ruling will have a significant impact
on your appeal strategy," said Owen Byrd, chief evangelist and
general counsel at Lex Machina. "Similarly, having concrete data at
your fingertips about the expertise of opposing counsel or how
often larger creditors, such as banks, win their appeals could
weigh heavily into your decision-making. With Lex Machina,
attorneys no longer have to rely on anecdotes and educated guesses
when counseling their clients."
Lex Machina will be releasing a comprehensive report on district
court bankruptcy appeals in October, containing insights and
analyses of bankruptcy appeals cases filed between Jan. 1, 2009 and
Sept. 30, 2017. The company also released a blog post today that
provides a sample of data points to be featured in the upcoming
report, including:
-- More than 17,000 cases have been pending since 2009.
-- Nationally, U.S. District Court judges are more likely to
affirm the Bankrupcty Court's decision (30% of cases pending since
2009) than to reverse, remand and/or vacate (7%)
-- The most common issues in banktruptcy appeals include
Administration, Objection to Proof of Claim, and Dismissal and
Conversion.
Legal Analytics for District Court
Bankruptcy Appeals Webcast
Lex Machina's Legal Analytics is a "must have" tool for litigators
in many of America's top law firms and corporations. More than half
of Am Law 100 law firms use Lex Machina to craft successful
litigation strategies, win cases and land new clients. For more
information about Lex Machina's newest practice area, please go to
https://goo.gl/Px35cf and register for Lex Machina's Legal
Analytics for District Court Bankruptcy Appeals webcast, scheduled
for September 28, at 10:30 am PDT. Lex Machina's Karl Harris, CTO,
and Owen Byrd, chief evangelist and GC, will introduce the new
module.
About Lex Machina
Lex Machina's award-winning Legal Analytics® platform is a new
category of legal technology that fundamentally changes how
companies and law firms compete in the business and practice of
law. Delivered as Software-as a-Service, Lex Machina provides
strategic insights on judges, lawyers, parties, and more, mined
from millions of pages of legal information. This allows law firms
and companies to predict the behaviors and outcomes that different
legal strategies will produce, enabling them to win cases and close
business.
Lex Machina was named "Best Legal Analytics" by readers of The
Recorder in 2014, 2015 and 2016, and received the "Best New Product
of the Year" award in 2015 from the American Association of Law
Libraries.
Based in Silicon Valley, Lex Machina is part of LexisNexis, a
leading information provider and a pioneer in delivering trusted
legal content and insights through innovative research and
productivity solutions, supporting the needs of legal professionals
at every step of their workflow. By harnessing the power of Big
Data, LexisNexis provides legal professionals with essential
information and insights derived from an unmatched collection of
legal and news content-fueling productivity, confidence, and better
outcomes. Visit http://www.lexmachina.com/for more information.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
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however, be complete or accurate. The Monday Bond Pricing table
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Monthly Operating Reports are summarized in every Saturday edition
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then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
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