/raid1/www/Hosts/bankrupt/TCR_Public/171020.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, October 20, 2017, Vol. 21, No. 292
Headlines
40/40 ENTERPRISES: Taps Eric A. Liepins as Legal Counsel
419 SW 2ND AVENUE: Seeks to Hire Coconut Grove Claim Adjusters
419 SW 2ND AVENUE: Seeks to Hire South Florida Expert Renovations
419 SW 2ND AVENUE: Taps Kristy Qiu as Legal Counsel
5 STAR INVESTMENT: Trustee's Sale of Elkhart Property for $85K OK'd
ACHQ INC: U.S. Trustee Unable to Appoint Committee
ADAMSVILLE PROPERTIES: Exclusive Plan Filing Extended to Jan. 15
ADVANCED PRECISION: Wants Exclusive Plan Filing Extended to Dec. 31
AEROGROUP INT'L: Hires Prime Clerk as Claims and Noticing Agent
AEROGROUP INT'L: Wants to Obtain $25M Financing From Polk 33
AGAWAM HUNT: Wants To Continue Using Cash Through Dec. 15
ALEVO USA: Seeks to Hire BDO USA as Accountant
AMERICAN AIRLINES: Term Loan Repricing No Impact on Fitch BB- IDR
AMIT BHALLA: Must Face Copyright Infringement Liability
AOXING PHARMACEUTICAL: Cancels Registration of Common Shares
ARABELLA EXPLORATION: Sale of Interests in Tag-Along Assets Okayed
ARIZONA FUNDRAISING: Nov. 21 Hearing on Disclosure Statement
ARKADOS GROUP: Will File Form 10-Q Within Grace Period
ATLANTIC CITY, NJ: S&P Raises Long Term Rating on GO Debt to CCC+
AUTHENTIC GELATO: Authorized to Use Cash Collateral on Final Basis
AUTO MASTERS: In Chapter 11, Expects to File Full-Payment Plan
AUTO MASTERS: Seeks Permission to Use of Cash Collateral
AXIOM COMPANIES: Nov. 28 Hearing on Plan and Disclosures
BARMER ENTERPRISES: SunTrust Bank Tries to Prohibit Cash Use
BEACH 68TH STREET: Foreclosure Auction Set for Nov. 3
BEACH DANS: Case Summary & 8 Unsecured Creditors
BENCHMARK POST: Asks Court to Approve Disclosure Statement
BLUE STAR: Wants Plan Solicitation Period Extended Thru Jan. 15
BOWLIN FUNERAL: Wants to Use Cash Collateral of Commerce Bank
BP CHANEY: Taps Dunn & Dill as Accountant
BRANDON DORTCH: Unsecureds to Recover 23% Under Latest Plan
BRENDA ROBINSON: Voluntary Chapter 11 Case Summary
BREVARD EYE: SummitBridge Spat, Hurricane Irma Delay Plan Filing
BUHRE BEVERAGE: Unsecured Non-Insider Claimants to Be Paid in Full
BURNETT FAMILY: $75K Sale of Personal Property to MSSY Okayed
CAPITAL TEAS: Needs More Time to Gauge Profitability, File Plan
CAPTAIN TRANSPORT: Wants to Use Cash Collateral Until Nov. 21
CARDIAC CONNECTIONS: Seeks Authorization to Use Cash Collateral
CASA DE MONTGOMERY: Taps David Syme as Legal Counsel
CES ENERGY: S&P Rates New C$300MM Sr. Unsecured Debt Due 2024 'B'
CHARLES K. BRELAND: Blackburn Remains Trustee's Counsel, Court Rule
CHICAGO CENTRAL: Hires Crowe & Dunlevy as Counsel
CHRISTOPHER BROGDON: Bell Oaks Facility Selling for $2.1M
CHRISTOPHER BROGDON: Fairhope Facility Selling for $6 Million
CHRISTOPHER BROGDON: Summers Landing Facility Selling for $2M
CIRCULATORY CENTERS: Seeks January 15 Plan Exclusivity Extension
CJ MICHEL INDUSTRIAL: Wants to Use Cash Collateral Through Oct. 31
COLORADO PROPERTY: Has Court's Nod to Use Cash Collateral
COOLTRADE INC: Taps Kahn & Ahart as Legal Counsel
CREEKSIDE HOMES: Case Summary & 20 Largest Unsecured Creditors
DATA COOLING: Has Final OK to Use KeyBank's Cash Collateral
DELICIAS DE MINAS: Case Summary & 6 Largest Unsecured Creditors
DOMINICA LLC: May Continue Using Cash Collateral
DOWLING COLLEGE: Exclusive Plan Filing Deadline Moved to Jan. 23
ECOARK HOLDINGS: Grants Executives New Options Awards
EPR PROPERTIES: Fitch Affirms 'BB' Preferred Stock Rating
ESPLANADE HL: Has Until Dec. 15 to Exclusively File Plan
ESTON MELTON: Brochins Buying Coconut Grove Property for $1.4M
EVAN JOHNSON: Wants More Time to Exclusively File Plan
EVIO INC: ORELAP Will Audit Pesticide & Solvent Testing Equipment
FIDALGO 2010: Hearing on Cash Collateral Use Set for Nov. 3
FINJAN HOLDINGS: Presents at the Dawson James Annual Conference
FTE NETWORKS: Expects Third Quarter Revenues of $75 Million
GARBER BROS: May Continue Cash Collateral Use Through Jan. 12, 2018
GATSBY'S MEN: Has Final Nod to Use JPMorgan Chase's Cash Collateral
GEK REALTY: Taps Pick & Zabicki as Special Counsel
GENERAL MOTORS: R. Gillispie Barred from Asserting Claims vs Old GM
GFC PROPERTIES: Wants to Use Cash Collateral to Pay Counsel Fee
GLOBAL UNIVERSAL: Court Confirms 2nd Amended Plan of Reorganization
GOODWILL INDUSTRIES: Needs More Time Renegotiate Leases, File Plan
GREAT PLAINS REGIONAL: Fitch Cuts $32MM Hospital Bonds Rating to B+
GST AUTOLEATHER: Oct. 30 Final Hearing on Stock Transfer Protocol
GULFMARK OFFSHORE: Has Until Nov. 13 to Exclusively File Plan
HARD ROCK EXPLORATION: Has Court's Approval to Use Cash
HARD ROCK EXPLORATION: U.S. Trustee Forms 3-Member Committee
HAUBERT HOMES: Nov. 30 Plan Confirmation Hearing
HAWAII ISLAND AIR: Seeks Approval of Cash Collateral Stipulation
HERITAGE GREEN: Taps Savills Studley as Real Estate Broker
INCA REFINING: Proposes DIP Financing From White Oak
INFINITE HOLDINGS: Case Summary & 7 Unsecured Creditors
INFOR SOFTWARE: Fitch Affirms 'B' Long-Term IDR; Outlook Stable
IRASEL SAND: Wants Exclusive Plan Filing Deadline Moved to Jan. 8
IRONCLAD PERFORMANCE WEAR: 341(a) Meeting Continued to Oct. 25
IRONCLAD PERFORMANCE WEAR: Claims Expected to Rise Up to $12M
IRONCLAD PERFORMANCE WEAR: Equity Committee Formed
IRONCLAD PERFORMANCE: Committee Taps Brown Rudnick as Counsel
JAVA-U GROUP: Claim Filing Deadline Set for November 15
JIYA CO: Hires Michael B. Nicolella as Appraiser
JOHNNY CHIMPO II: Wants to Use Cash Collateral to Fund Operations
K & D HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
KERRY NOBLE: Adams Buying Five Mount Pleasant Properties for $1M
KEYSTONE CONSTRUCTION: Needs Time to Analyze Claims, File Plan
KOHN FUNERAL: Plan and Disclosures Hearing Set for Nov. 21
KOHN FUNERAL: Unsecureds to Recover 100% with 3% Under Plan
LA PALOMA GENERATING: Panel Hires Brinkman Portillo as Counsel
LANDING COUNCIL: Hurricane Harvey Delays Plan Filing
LE-MAR HOLDINGS: NADS Appointed as New Committee Member
LEHMAN BROTHERS UK: Claims Filing Deadline Set for November 14
LEWISTON SHOPPING: Has 60 More Days to File Reorganization Plan
LISA LORD: Taps Taylor Valuation Group as Appraiser
LOVE GRACE HOLDINGS: Joint Ch. 11 Plan Filed by Committee and CVI
MAC ACQUISITION: Case Summary & 30 Largest Unsecured Creditors
MAC ACQUISITION: Readies Plan But Sale Still an Option
MAC ACQUISITION: Says Biz as Usual for 93 Macaroni Grill Branches
MAY ARTS: Wants to Use Cash Collateral Through Oct. 23
METRO HOUSING: Gets 90-Day Extension to Exclusively File Plan
MOHDSAMEER ALJANEDI: Seeks Permission to Use CWB Cash Collateral
MOHDSAMEER ALJANEDI: Taps Totaro & Shanahan as Legal Counsel
MONTCO OFFSHORE: Wants Exclusive Plan Filing Extended to Nov. 27
MTN INFRASTRUCTURE: S&P Assigns 'B' CCR and Stable Outlook
OAK CLIFF DENTAL: Has Interim Approval to Use Cash Collateral
OMEROS CORP: Will be Allowed to Access $45M Under Amended Loan Pact
P.E. O'HALLORAN: Has Final OK to Use Machias Cash Collateral
PALMDALE HILL: Trustee Has Established $9.2MM Enrichment Claim
PARAMOUNT BUILDING: Committee Taps Pepper Hamilton as Counsel
PHILADELPHIA ENERGY: S&P Downgrades CCR to CCC, Outlook Negatives
PHOENIX OF TENNESSEE: Has Final OK to Use Pinnacle Cash Collateral
PIONEER HEALTH: Medical Properties Buying King Property for $825K
PME MORTGAGE: Wants More Time to Negotiate Plan with Creditors
POSTO 9 LAKELAND: Must File Plan Outline Before Jan. 4
PRECIPIO INC: Mark Rimer Reports 14.3% Stake as of Oct. 10
PREMIER MARINE: Wants to Use Cash Collateral Through Feb. 3, 2018
PREMSAGAR MULKANOOR: Ocwen Unjustly Enriched by $462K Loan Payments
QUINTANILLA DRYWALL: Hires Parry Tyndall White as Attorney
R.C.A. RUBBER: Seeks to Hire Irontrax as Appraiser
REPLOGLE HARDWOOD: Wants to Use Cash Collateral of TN BIDCO
RIVER CREST: Selling Bullhead Property for $665K Plus 15% Profits
RIZVI & COMPANY: Taps Macey Wilensky as Legal Counsel
ROBERT WINZINGER: Pierson Buying Oldman's Property for $350K
RUBY TUESDAY: S&P Places 'CCC+' CCR on CreditWatch Developing
S. MURPHY ENTERPRISES: Asks for Court's Nod to Use Cash Collateral
SCIENTIFIC GAMES: Unit Issues $350M Senior Secured Notes Due 2025
SEARS HOLDINGS: Bruce Berkowitz Quits as Director
SEARS HOLDINGS: Fairholme Capital Has 23.7% Stake as of Aug. 18
SEATEQ CORPORATION: Seeks Permission to Use CNB Cash Collateral
SENIOR COMMUNITY HOUSING: U.S. Trustee Forms 4-Member Committee
SHOOT THE MOON: Nov. 20 Plan Confirmation Hearing Set
SNEED SHIPBUILDING: Trustee's Sale of All Channelview Assets Okayed
SOUTHWEST SILK: Latest Plan to Pay Unsecureds 100% Over 48 Months
SPECTRUM HEALTHCARE HARTFORD: Claims Bar Date Set for Oct. 30
STATE TECHNOLOGY: Secured Creditor Doesn't Consent to Cash Use
STATE THEATRE OWNER: Auction of Culpeper Moviehouse Today
STOLLINGS TRUCKING: Chase Buying Caterpillar Bulldozer for $40K
SUNEDISON INC: Termination of SMP Supply Agreement Valid, Ct. Rules
TECHNIPLAS LLC: S&P Lowers CCR to 'B-' on Weak Credit Metrics
TECHNOLOGY WAY: Wants to Use Cash Collateral Until Jan. 15, 2018
TERRAFORM POWER: S&P Hikes CCR to BB- on Acquisition by Brookfield
TEXAS ASSOCIATION: Chapter 9 Case Summary & 20 Unsecured Creditors
TOP SHELV: Seeks 120-Day Plan Exclusivity Period Extension
TRIDENT BRANDS: Incurs $1.2 Million Net Loss in Third Quarter
TROVERCO INC: Has Final Okay on $1.5 Mil Credit Facility, Cash Use
VERMEIL LLC: Seeks Conditional Approval of Disclosure Statement
VIDANGEL INC: Case Summary & 8 Largest Unsecured Creditors
VIDANGEL INC: Files Petition for Relief Under Chapter 11
VIDEO DISPLAY: Lowers Second Quarter Net Loss to $221,000
WESTERN STATES: May Continue Using Cash Collateral
WHAA LLC: Wants to Use Cash of Alta Pacific & TMC Financing
WILLOW BEND: Seeks to Hire Bezou Law Firm as Special Counsel
WIT'S END RANCH: Hires Wells Group to Sell Bayfield Property Asset
WOLVERINE TAXI: Seeks January 15 Plan Filing Exclusivity Extension
XS RANCH FUND: Committee Taps Province Inc. as Financial Advisor
YOGA SMOGA: Exclusive Plan Filing Deadline Moved to Jan. 15
[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
*********
40/40 ENTERPRISES: Taps Eric A. Liepins as Legal Counsel
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40/40 Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire legal counsel.
The Debtor proposes to employ Eric A. Liepins, P.C. to give legal
advice regarding its duties under the Bankruptcy Code and provide
other legal services related to its Chapter 11 case.
Eric Liepins, Esq., will charge an hourly fee of $275. The hourly
rates for paralegals and legal assistants range from $30 to $50.
Mr. Liepins disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor's estate.
The firm can be reached through:
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 40/40 Enterprises Inc.
40/40 Enterprises, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Texas Case No. 17-42244) on October
12, 2017.
419 SW 2ND AVENUE: Seeks to Hire Coconut Grove Claim Adjusters
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419 SW 2nd Avenue, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire an insurance
claim adjuster.
The Debtor proposes to employ Coconut Grove Claim Adjusters to
negotiate and assist in the settlement related to its 22-unit
rental building in Homestead, Florida. The property was severely
damaged by Hurricane Irma and is condemned by the City of
Homestead.
The firm will receive a lump sum payment, which is 10% of the total
amount recovered from the settlement.
Michael Lopez, president of Coconut Grove, disclosed in a court
filing that his firm does not hold or represent any interest
adverse to Debtor and its estate.
The firm can be reached through:
Michael Lopez
Coconut Grove Claim Adjusters
3109 Grand Avenue, Suite 424
Coconut Grove, FL 33133
Phone: 305-503-5397
Fax: 786-999-0980
Email: info@groveclaims.com
About 419 SW 2nd Avenue
419 SW 2nd Avenue, LLC, a single asset real estate as defined in 11
U.S.C. Section 101(51B), owns and manages a 22-unit rental building
located at 419 SW 2nd Avenue Homestead, Florida.
The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-21784) on Sept. 27, 2017. The petition was signed by Jose
Paradelo, managing member. At the time of filing, the Debtor
estimated less than $1 million in assets and $1 million to $10
million in liabilities.
Mengjun Qiu, Esq., at the Law Offices of Kristy Qiu, represents the
Debtor as counsel.
419 SW 2ND AVENUE: Seeks to Hire South Florida Expert Renovations
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419 SW 2nd Avenue, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire South Florida
Expert Renovations & Construction Corp.
The Debtor proposes to employ the firm to clean up the debris and
to board up its 22-unit rental building in Homestead, Florida,
which was severely damaged by Hurricane Irma.
The firm will receive a lump sum payment of $17,980.
Felix Calmo Ramirez, president and general contractor of South
Florida Expert, disclosed in a court filing that he and his firm do
not hold or represent any interest adverse to the Debtor and its
estate.
The firm can be reached through:
Felix Calmo Ramirez
South Florida Expert
Renovations & Construction Corp.
10575 Cleary BLVD
Plantation, FL 33424
About 419 SW 2nd Avenue
419 SW 2nd Avenue, LLC, a single asset real estate as defined in 11
U.S.C. Section 101(51B), owns and manages a 22-unit rental building
located at 419 SW 2nd Avenue Homestead, Florida.
The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-21784) on Sept. 27, 2017. The petition was signed by Jose
Paradelo, managing member. At the time of filing, the Debtor
estimated less than $1 million in assets and $1 million to $10
million in liabilities.
Mengjun Qiu, Esq., at the Law Offices of Kristy Qiu, represents the
Debtor as counsel.
419 SW 2ND AVENUE: Taps Kristy Qiu as Legal Counsel
---------------------------------------------------
419 SW 2nd Avenue, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to employ the Law Offices of Kristy Qiu, P.A.
to, among other things, give legal advice regarding its duties
under the Bankruptcy Code and negotiate with creditors in the
formulation of a bankruptcy plan.
Mengjun Kristy Qiu, Esq., disclosed in a court filing that the firm
does not represent any interest adverse to the Debtor or its
estate.
The firm can be reached through:
Mengjun Kristy Qiu, Esq.
Law Offices of Kristy Qiu, P.A.
101 NE 3rd Avenue, Suite 1500
Fort Lauderdale, FL 33301
Email: kristy@mq-law.com
Email: info@mq-law.com
About 419 SW 2nd Avenue
419 SW 2nd Avenue, LLC, a single asset real estate as defined in 11
U.S.C. Section 101(51B), owns and manages a 22-unit rental building
located at 419 SW 2nd Avenue Homestead, Florida.
The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-21784) on Sept. 27, 2017. The petition was signed by Jose
Paradelo, managing member. At the time of filing, the Debtor
estimated less than $1 million in assets and $1 million to $10
million in liabilities.
5 STAR INVESTMENT: Trustee's Sale of Elkhart Property for $85K OK'd
-------------------------------------------------------------------
Judge Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the
Northern District of Indiana authorize the private sale by Douglas
R. Adelsperger, Trustee of 5 Star Investment Group, LLC, and
affiliates, of real state commonly known as 27654 Cobblestone Way,
Elkhart, Elkhart County, Indiana, to Mary L. Hayford for $85,000.
The sale is "as is, where is" with all faults and no
representations or warranties of any kind are made by the Trustee,
and free and clear of any and all liens, encumbrances, claims or
interests.
At closing, the Trustee is authorized to direct Meridian Title Co.
to disburse from the proceeds from the sale, first to pay the costs
and expenses of the sale including the commission owed to the
Tiffany Group in the approximate sum of $4,250, second to pay all
real estate taxes and assessments outstanding and unpaid at the
time of closing, including the Tax Lien, and third to pay any other
special assessments liens, utilities, water and sewer charges and
any other charges customarily prorated in similar transactions.
The Trustee is authorized and directed to retain the excess
proceeds from the sale of the Real Estate until further order of
the Court.
Pursuant to Bankruptcy Rule 6004(h), the Court expressly finds and
concludes that there is no just cause for delay in the
implementation of the Order. The Order will therefore not be
stayed for 14 days after its entry. Notwithstanding any provision
of the Bankruptcy Code or the Bankruptcy Rules to the contrary, the
Order will be effective and enforceable immediately upon entry, and
any stay thereof, including without limitation Bankruptcy Rule
6004(h), is abrogated. The Order will constitute a final judgment
and order pursuant to 28 U.S.C. Section l58(a).
About 5 Star Investment Group
On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC")
filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC
and 5 Star Commercial, LLC, in the United States District Court for
the Northern District of Indiana, Hammond Division ("SEC Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital Fund,
and 5 Star Commercial defrauded at least 70 investors from whom
they raised funds of at least $3,900,000. Additionally, on Nov. 5,
2015, the SEC obtained an ex parte temporary restraining Order,
asset freeze and other emergency relief in the SEC Action.
5 Star Investment Group and its 10 affiliates owned by Eardl D.
Miller sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star
estimated its assets at up to $50,000 and its liabilities between
$1 million and $10 million. The Debtors' counsel was Katherine C.
O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois.
The cases are assigned to Judge Harry C. Dees, Jr.
On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.
On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.
On June 24, 2016, the Court entered its agreed order granting the
Trustee's Motion for substantive consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").
On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.
Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C. Hoard,
Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq., in
Rubin & Levin, P.C., in Indianapolis, Indiana, serve as counsel to
the Trustee.
ACHQ INC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of ACHQ, Inc. as of Oct. 18,
according to a court docket.
Headquartered in Palmetto, Florida, ACHQ, Inc., filed for Chapter
11 bankruptcy proteciton (Bankr. M.D. Fla. Case No. 17-08043) on
Sept. 18, 2017. The Debtor estimated less than $100,000 in assets
and less than $1 million in liabilities. McIntyre Thanasides
Bringgold Elliott Grimaldi & Guito, P.A. serves as the Debtor's
bankruptcy counsel.
ADAMSVILLE PROPERTIES: Exclusive Plan Filing Extended to Jan. 15
----------------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has extended, at the behest of
Adamsville Properties, LLC, the exclusive period during which the
Debtor may file a plan of reorganization to Jan. 15, 2018, from
Oct. 17, 2017. No further extensions will be granted, the Court
added.
As reported by the Troubled Company Reporter on Aug. 8, 2017, the
Court previously extended the exclusive plan filing period from
July 19 to Oct. 17, 2017. The Debtor had sought for a 90-day
extension of the exclusivity period to allow it additional time to
market its real estate. The Debtor told the Court that until the
real estate will be sold, it would be an exercise in futility to
file any Plan of Reorganization without funding.
In its so-called final request for extension, Adamsville Properties
asked the Court for another 90-day extension, from October 17 to
January 18. The Debtor recounted that on April 24, 2017, the Court
approved the sale of its real estate. The sale was contingent upon
the Buyer successfully procuring a Pennsylvania business license.
However, the Buyer was unsuccessful in its attempts to obtain the
Pennsylvania business license. Consequently, the Agreement for Sale
has been terminated.
Due to the termination of the Agreement for Sale, the Debtor
submits that there are no funds available to fund a Chapter 11
Plan. The Debtor claims that the real estate will continue to be
listed and the Listing Agreement will likely be renewed and/or
extended.
Accordingly, the Debtor requested an extension of the exclusivity
period in order to allow it additional time to market and find a
buyer for its real estate. In the event a buyer is not forthcoming,
the Debtor will file a Chapter 11 Plan that calls for a sale
pursuant to a confirmed Plan, with a time limitation for sale of
the property, including a liquidation alternative.
About Adamsville Properties
Adamsville Properties, LLC, sought Chapter 11 protection (Bankr.
W.D. Pa. Case No. 16-10923) on Sept. 22, 2016. The petition was
signed by its President, John Medas. At the time of filing, the
Debtor's assets and liabilities were estimated to be between
$100,000 to $500,000 each.
The Debtor is a single asset real estate business that, in the
past, has not earned income. The Debtor is a Pennsylvania Limited
Liability Company with a principal place of business located at
3982 Main Street, Adamsville, Pennsylvania 16110.
The Debtor is represented by Michael P. Kruszewski, Esq., at Quinn
Buseck Leemhuis Toohey & Kroto, Inc., in Erie, Pennsylvania. The
Debtor tapped Re/Max Hometown Realty as its real estate broker.
An official committee of unsecured creditors has not been appointed
in the Debtor's case.
* * *
In May 2017, Judge Thomas Agresti approved the sale of the Debtor's
building and property at 3982 Main St., Adamsville, to NH
Medicinals (Minnesota) Inc. for $339,000, subject to certain
conditions. The Court approved the sale after no objections were
filed.
ADVANCED PRECISION: Wants Exclusive Plan Filing Extended to Dec. 31
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Advanced Precision Manufacturing, Inc., and A.D.K. Arms, Inc., ask
the U.S. Bankruptcy Court for the Northern District of Illinois to
extend the exclusive periods during which only the Debtor can file
a plan of reorganization and solicit acceptance of the plan until
Dec. 31, 2017, and Feb. 28, 2018, respectively.
The Debtors also ask that Dec. 31, 2017, be the deadline for filing
a plan.
A hearing on the Debtors' request is set for Oct. 24, 2017, at 9:30
a.m.
Pursuant to Section 1121(b) of the U.S. Bankruptcy Code, the
Debtors hold the exclusive right to file a plan through and
including Oct. 23, 2017, for APMI and Nov. 17, 2017, for ADK and,
pursuant to Section 1121(c)(3) of the Bankruptcy Code, the Debtors
hold the exclusive right to obtain acceptances of their plans
through and including Dec. 23, 2017, for APMI and Jan. 20, 2018,
for ADK.
The Debtors say that they have been diligently pursuing the
administration of these Chapter 11 cases with a view toward
formulating a prompt exit strategy. The Court has entered an order
approving procedures relating to the sale of the Debtors' assets.
Under the sale procedures court order, the Debtors are in the
process of marketing their assets for sale through Development
Specialists, Inc., as their sales agent. The sale process is
scheduled to conclude with a sale of substantially all of the
Debtors' assets by Nov. 17, 2017.
The focus should be on the completion of a successful sale that
will then enable the Debtors to develop and implement an
appropriate exit strategy from these Chapter 11 cases.
Under these circumstances, the Debtors assert that sufficient cause
exists to extend the Exclusive Periods and the Plan Due Dates so
that all efforts can be focused on a resolution.
No prior extensions of the Exclusive Periods and Plan Due Dates in
these Chapter 11 cases have been requested by the Debtors or
granted by the Court.
Extending the Exclusive Periods and Plan Due Dates will facilitate
the Debtors' efforts in completing their Chapter 11 cases, and
formulating an exit strategy after completion of the sale. Cause
exists for extending the Exclusive Periods and Plan Due Dates, the
Debtors say.
The Debtors say that this request is not being made for the purpose
of causing undue delay and believe that the requested extensions
are in the best interests of their estates and their creditors.
The Debtors assure the Court that no creditor will be prejudiced or
harmed by extending the Exclusive Periods and Plan
Due Dates.
About Advanced Precision
Elk Grove Village, Illinois-based Advanced Precision Manufacturing,
Inc. -- http://www.apmi.us/-- is a family-owned business that
produces and assembles machined components for the aircraft
industries, as well as projects in the automotive industry and
commercial manufacturing market. Founded in 1983, APMI specializes
in precision machining of all standard metals as well as exotic
materials like Inconel, Waspalloy, Titanium, Beryllium Copper,
Hastalloy, and other materials for aviation aerospace, power
generation, medical and oil field drilling applications.
Advanced Precision Manufacturing filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 17-18961) on June 23, 2017,
estimating its assets and liabilities at between $1 million and $10
million. The petition was signed by Tadeusz Kozlowski, president.
Judge Donald R Cassling presides over the case.
Jeffrey C Dan, Esq., and Arthur G. Simon, Esq., Brian P. Welch,
Esq., and David K Welch, Esq., at Crane, Heyman, Simon, Welch &
Clar serves as the Debtor's bankruptcy counsel.
About A.D.K. Arms
Based at 2301 Estes Avenue, Elk Grove Village, Illinois, A.D.K.
Arms, Inc., is a holder of a federal firearms license, operating as
a premium supplier of tactical firearm components.
A.D.K. Arms filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-21679) on July 20, 2017. The case is assigned to Judge Donald
R. Cassling. The Debtor is represented by David K. Welch, Esq., at
Crane, Heyman, Simon, Welch & Clar.
A.D.K. Arms is an affiliated entity of Advanced Precision
Manufacturing, Inc. ("APMI") that commenced its own Chapter 11 case
(Bankr. N.D. Ill. Case No. 17-18961) on June 23, 2017. A.D.K. Arms
is the sales agent, seller and distributor for APMI of such
components manufactured by APMI.
The A.D.K. Arms and APMI cases are jointly administered under Case
No. 17-18961.
AEROGROUP INT'L: Hires Prime Clerk as Claims and Noticing Agent
---------------------------------------------------------------
Aerogroup International, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Prime Clerk as claims and noticing agent, nunc
pro tunc to the Petition Date.
The Debtors require Prime Clerk to:
a. prepare and serve required notices and documents in these
Chapter 11 Cases in accordance with the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") in
the form and manner directed by the Debtors and/or the Court,
including (i) notice of the commencement of these Chapter 11 Cases
and the initial meeting of creditors under Bankruptcy Code §
341(a), (ii) notice of any claims bar date, (iii) notices of
transfers of claims, (iv) notices of objections to claims and
objections to transfers of claims, (v) notices of any hearings on a
disclosure statement and confirmation of the Debtors' plan or plans
of reorganization, including under Bankruptcy Rule 3017(d), (vi)
notice of the effective date of any plan and (vii) all other
notices, orders, pleadings, publications and other documents as the
Debtors or Court may deem necessary or appropriate for an orderly
administration of the Chapter 11 Cases;
b. maintain an official copy of the Debtors' statement of
financial affairs and schedules of assets and liabilities (the
"Schedules"), listing the Debtors' known creditors and the amounts
owed thereto;
c. maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest; and (ii) a "core" mailing
list consisting of all parties described in Bankruptcy Rules
2002(i), (j) and (k) and those parties that have filed a notice of
appearance pursuant to Bankruptcy Rule 9010; update said lists and
make said lists available upon request by a party-in- interest or
the Clerk;
d. furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the filing of
a proof of claim, after such notice and form are approved by this
Court, and notify said potential creditors of the existence, amount
and classification of their respective claims as set forth in the
Schedules, which may be effected by inclusion of such information
(or the lack thereof, in cases where the Schedules indicate no debt
due to the subject party) on a customized proof of claim form
provided to potential creditors;
e. maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received;
f. for all notices, motions, orders or other pleadings or
documents served, prepare and file or caused to be filed with the
Clerk an affidavit or certificate of service within seven business
days of service which includes (i) either a copy of the notice
served or the docket numbers(s) and title(s) of the pleading(s)
served, (ii) a list of persons to whom it was mailed (in
alphabetical order) with their addresses, (iii) the manner of
service, and (iv) the date served;
g. Process all proofs of claim received, including those
received by the Clerk's office, check said processing for accuracy,
and maintain the original proofs of claim in a secure area;
h. provide an electronic interface for filing proofs of
claim;
i. maintain the official claims register for the Debtors on
behalf of the Clerk on a case specific website; upon the Clerk's
request, provide the Clerk with certified, duplicate unofficial
Claims Register; and specify in the Claims Register the following
information for each claim docketed: (i) the claim number assigned,
(ii) the date received, (iii) the name and address of the claimant
and agent, if applicable, who filed the claim, (iv) the amount
asserted, (v) the asserted classification(s) of the claim (e.g.,
secured, unsecured, priority, etc.), and (vi) any disposition of
the claim;
j. provide public access to the Claims Register, including
complete proofs of claim with attachments, if any, without charge;
k. implement necessary security measures to ensure the
completeness and integrity of the Claims Register and the
safekeeping of the original claims;
l. record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
m. relocate, by messenger or overnight delivery, all of the
Court-filed proofs of claim to the offices of Claims and Noticing
Agent, not less than weekly;
n. upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk copies of
the Claims Register for the Clerk's review (upon the Clerk's
request);
o. monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders filed, and
make necessary notations on and/or changes to the Claims Register
and any service or mailing lists, including to identify and
eliminate duplicative names and addresses from such lists;
p. assist in the dissemination of information to the public,
and respond to requests for administrative information regarding
these Chapter 11 Cases as directed by the Debtors or the Court,
including through the use of a case website and/or call center;
q. if these Chapter 11 Cases are converted to chapter 7,
contact the Clerk's office within three days of the notice to
Claims and Noticing Agent of entry of the order converting the
chapter 11 cases;
r. within 30 days prior to the close of these chapter 11
cases, to the extent practicable, request that the Debtors submits
to the Court a proposed order dismissing the Claims and Noticing
Agent and terminating the services of such agent upon completion of
its duties and responsibilities and upon the closing of these
chapter 11 cases;
s. upon seven days' notice to Claims and Noticing Agent of
entry of an order closing the chapter 11 cases, provide to the
Court the final version of the Claims Register as of the date
immediately before the close of the chapter 11 cases;
t. at the close of these chapter 11 cases, box and transport
all original documents, in proper format, as provided by the
Clerk's office, to (i) the Federal Archives Record Administration,
located at 14700 Townsend Road, Philadelphia, PA 19154-1096 or (ii)
any other location requested by the Clerk; and
u. provide such other related claims and noticing services as
the Debtors may require in connection with these chapter 11 cases.
The Debtors request that the undisputed fees and expenses incurred
by Prime Clerk in the performance of the above services be treated
as administrative expenses of the Debtors' chapter 11 estates
pursuant to 28 U.S.C. sec 156(c) and section 503(b)(1)(A) of the
Bankruptcy Code and be paid in the ordinary course of business
without further application to or order of the Court.
Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000.
Benjamin P.D. Schrag, Chief Business Development Officer of Prime
Clerk LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Prime Clerk can be reached at:
Benjamin P.D. Schrag
Prime Clerk LLC
830 Third Avenue, 9th Floor
New York, NY 10022
Tel: 212-257-5460
Mobile: 917-565-5688
About Aerogroup International, Inc.
Aerogroup International, Inc. -- http://www.aerosales.com/-- was
established in 1987 through a buyout of the What's What division of
Kenneth Cole. Doing business as Aerosoles, the company is a New
Jersey-based women's footwear brand offering a wide array of
footwear, including heels, flats, wedges, boots and sandals that
appeal to broad consumer tastes.
With plans to close 74 of 78 stores they are operating, Aerogroup
International, Inc., and five affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017.
The cases are pending before the Honorable Kevin J. Carey.
Aerosoles disclosed $73 million in assets and $109 million in
liabilities as of the Petition Date.
Aerosoles' legal advisor in connection with the restructuring is
Ropes & Gray LLP. Bayard, P.A., serves as co-counsel; Berkeley
Research Group, LLC, serves as its restructuring advisor; and Piper
Jaffray & Co. serves as its investment banker for the
restructuring. Hilco Merchant Resources is assisting on store
closings. Prime Clerk LLC is the claims and noticing agent.
Andrew R. Vara, the Acting U.S. Trustee for Region 3, on Sept. 26
appointed five creditors to serve on the official committee of
unsecured creditors.
AEROGROUP INT'L: Wants to Obtain $25M Financing From Polk 33
------------------------------------------------------------
Aerogroup International, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to obtain $25 million in senior secured postpetition
financing from Polk 33 Lending, LLC, and to use cash collateral.
The loan is guaranteed by AGI Holdco, Inc. The DIP Facility will
be accorded superpriority administrative expense claim status
pursuant to Section 364(c)(1) of the U.S. Bankruptcy Code and be
secured by first priority senior priming liens on and security
interests in all DIP collateral, which liens will be senior to the
prepetition liens other than the THL Corporate Finance, Inc. first
priority liens.
The loan will mature on the earliest to occur of: (i) the stated
maturity date; (ii) the effective date of a Plan of Reorganization;
(iii) if the Final Order has not been entered by the Court, the
date that is one day after the final hearing; (iv) the entry of an
order converting any of the Chapter 11 Cases to a case under
Chapter 7 of the U.S. Bankruptcy Code or dismissing any of the
Chapter 11 Cases; (v) the closing of a sale of substantially all of
the borrowers' assets; and (vi) the acceleration of the outstanding
obligations under the DIP Facility or termination of the DIP
Lender's Commitment under the DIP Facility, including as a result
of the occurrence of an Event of Default pursuant to the DIP Credit
Agreement.
Up to $21 million will be available to the Debtors upon entry of
the interim court order. Additional amounts, up to the aggregate
principal amount of $25 million, will be available to the Debtors
upon entry of the final court order.
Proceeds of the DIP Facility will be used by the Debtors in
accordance with the budget attached to the interim court order to
(a) fund the working capital needs and Chapter 11 administrative
costs of the Debtors during the pendency of the Chapter 11 cases,
(b) pay fees, costs and expenses of the DIP Facility on the terms
and conditions described in the Loan Documents, (c) pay all
outstanding Prepetition Revolver Obligations in full, (d) maintain
the Prepetition Indemnity Account, and (e) pay other amounts as
specified in the Budget.
Customary for transactions of this type and including 100% of the
net cash proceeds of any asset sales (not in the ordinary course)
or debt issuance (without any reinvestment rights or de minimis
dollar carve-outs). The loan will have an interest rate of 11% per
annum, payable in cash, and a default rate of additional 5% per
annum, payable in cash.
Upon entry of the interim court order, the borrowers will pay the
DIP Lender (or the DIP Lender's counsel, Arent Fox LLP, at the
direction of the DIP Lender) from the proceeds of the DIP Facility
(i) amounts equal to the Commitment Fee and the Funding Fee as set
forth in the DIP Credit Agreement and (ii) $200,000, which will
serve as a retainer for accrued and outstanding and ongoing Lender
Expenses.
Customary for transactions of this type and otherwise satisfactory
to the DIP Lender and to include: (i) negotiation of satisfactory
loan documentation, (ii) delivery of the Budget, (iii) entry of the
Interim Order and Final Order, as applicable, (iv) payment of legal
fees and expenses of the DIP Lender, and (v) accuracy of all
representations and warranties and absence of any default.
Customary for transactions of this type and including: (i) accuracy
of all representations and warranties and absence of any default,
(ii) the Debtors will have fully and completely complied with all
applicable Performance Covenants, and (iii) the interim court order
and, if applicable, the final court order will be in full force and
effect and shall not have been vacated, reversed, modified, amended
or stayed in any manner adverse to the DIP Lender.
Customary for transactions of this type and including weekly
compliance with the Budget, tested on an four week cumulative
basis, starting after the fourth week, subject to a permitted
variance of 10%.
Until the DIP Loan is indefeasibly repaid in full in cash, the
Debtors will not (a) seek, consent or suffer to exist (i) any
modification, stay, vacation or amendment to the interim court
order or the final court order, as applicable; (ii) in connection
with the DIP Collateral, a priority claim for any administrative
expense or unsecured claim against any Borrower (now existing or
hereafter arising of any kind or nature whatsoever, including any
administrative expense of any kind specified in Section 503(b),
506(b) or (c) or 507(b) of the Bankruptcy Code) equal to or
superior to the priority claim of the DIP Lender in respect to the
DIP Collateral; and (iii) any lien on the DIP Collateral having a
priority equal or superior to the DIP Liens, or (b) propose and
support any plan or reorganization that fails to indefeasibly and
finally pay in full in cash all DIP Obligations on the effective
date of the plan without the affirmative consent of the DIP Lender.
The Debtors have an immediate and critical need to obtain
postpetition financing under the DIP Facility to pay, in accordance
with the Budget, which is attached to the proposed interim court
order, various parties in the ordinary course of business and as
authorized by the Court. The proposed DIP Facility will provide
the Debtors with much needed liquidity to operate during these
Chapter 11 cases. The DIP Facility will provide cash with which
the Debtors can continue operations and maintain the going concern
value of the Debtor by continuing their valuable relationships with
key vendors and suppliers and purchasing new inventory for purposes
of the go-forward business lines. Given the seasonal nature of the
retail business, maintaining these relationships and inventory
reserves is absolutely critical to the preservation of the Debtors'
business and asset value. A portion of the DIP Facility will also
be used to repay in full the Debtors' obligations under the
Prepetition Revolver Facility.
The Debtors say that their use of cash collateral alone is
insufficient to meet the Debtors' postpetition liquidity needs,
particularly with respect to the purchase of new inventory for the
go-forward business. Without access to the DIP Facility, in
addition to the continued use of cash collateral, the Debtors would
suffer immediate and irreparable harm and the entire bankruptcy
proceedings and the Debtors' reorganization will be jeopardized to
the significant detriment of the Debtors' estates and their
creditors.
The Debtors have been unable to obtain unsecured credit allowable
under Section 503(b)(1) of the Bankruptcy Code as an administrative
expense. The Debtors have also been unable to obtain credit (a)
having priority over that of administrative expenses of the kind
specified in Sections 503(b), 507(a) and 507(b) of the Bankruptcy
Code; (b) secured by a lien on property of the Debtors and their
estates that is not otherwise subject to a lien; or (c) secured
solely by a junior lien on property of the Debtors and their
estates that is subject to a lien. The Debtors require both
additional financing under the DIP Facility and the continued use
of cash collateral in order to satisfy their postpetition liquidity
needs. Financing on a postpetition basis is not otherwise
available without granting the DIP Lender (i) perfected security
interests in and liens on all of the Debtors' existing and after
acquired assets with the priorities set forth herein, (ii)
superpriority claims, and (iii) the other protections set forth in
the interim court order.
A copy of the Debtors' Motion is available at:
http://bankrupt.com/misc/deb17-11962-146.pdf
About Aerogroup International
Aerogroup International, Inc. -- http://www.aerosales.com/-- was
established in 1987 through a buyout of the What's What division of
Kenneth Cole. Doing business as Aerosoles, the company is a New
Jersey-based women's footwear brand offering a wide array of
footwear, including heels, flats, wedges, boots and sandals that
appeal to broad consumer tastes.
With plans to close 74 of 78 stores they are operating, Aerogroup
International, Inc., and five affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017.
The cases are pending before the Honorable Kevin J. Carey.
Aerosoles disclosed $73 million in assets and $109 million in
liabilities as of the Petition Date.
Aerosoles' legal advisor in connection with the restructuring is
Ropes & Gray LLP. Bayard, P.A., serves as co-counsel; Berkeley
Research Group, LLC, serves as its restructuring advisor; and Piper
Jaffray & Co. serves as its investment banker for the
restructuring. Hilco Merchant Resources is assisting on store
closings. Prime Clerk LLC is the claims and noticing agent.
Andrew R. Vara, the Acting U.S. Trustee for Region 3, on Sept. 26,
2017, appointed five creditors to serve on the official committee
of unsecured creditors. Gellert Scali Busenkell & Brown, LLC, is
counsel to the creditor's committee.
AGAWAM HUNT: Wants To Continue Using Cash Through Dec. 15
---------------------------------------------------------
Agawam Hunt, LLC, asks the U.S. Bankruptcy Court for the District
of Rhode Island to continue using cash collateral for the period of
Nov. 3, 2017, through Dec. 15, 2017.
As reported by the Troubled Company Reporter on Aug. 25, 2017, the
Debtor sought court permission to continue using cash collateral
for the period of Sept. 2, 2017, through Nov. 2, 2017, in order to
continue operations while it continues to negotiate and prepare its
plan. The Bank sold its loan documents, including its notes,
security for the Notes and rights under previously entered cash
collateral court orders in this case, to a third party owned by a
group of members of Debtor, named New Agawam, LLC. LLC is now the
holder of all Bank's loan documents, including Notes and security
for the Notes. The Debtor and LLC have consented to the Debtor's
continued use of LLC's cash collateral to continue the operation of
its business and maintain its workforce.
The Debtor was advised on May 12, 2017, that Bank sold its Loan
Documents to LLC. LLC has consented to permit Debtor the continued
use of its Cash Collateral under substantially the same terms and
conditions as were set forth in the several prior cash collateral
court orders the Debtor entered into with Bank that were approved
by orders of the Court. The present cash collateral court order
between the Debtor and LLC expires Nov. 2.
The Debtor has been and is continuing to negotiate the terms of a
plan with LLC, Debtor's members and the Debtor's creditors.
Without the use of LLC's cash collateral after Nov. 2, the Debtor
will be unable to fund continued operations and will have to close.
The Debtor desires to continue to operate and continue its
negotiation to propose a plan to pay LLC and other creditors. The
Debtor seeks continued use of LLC's cash collateral through Dec.
15, 2017. LLC consents to use of its Cash Collateral through Dec.
15.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/rib17-10056-131.pdf
Agawam Hunt filed for Chapter 11 bankruptcy protection (Bankr.
D.R.I. Case No. 17-10056) on Jan. 13, 2017. Peter J. Furness,
Esq., at Richardson, Harrington & Furness, serves as the Debtor's
bankruptcy counsel.
ALEVO USA: Seeks to Hire BDO USA as Accountant
----------------------------------------------
Alevo USA, Inc. and Alevo USA, Inc. seek approval from the U.S.
Bankruptcy Court for the Middle District of North Carolina to hire
an accountant.
The Debtors propose to employ BDO USA, LLP to prepare their tax
returns; prepare a transfer pricing documentation report that
evaluates the nature of intercompany transactions with Alevo
International SA; and provide other accounting services.
The BDO personnel expected to provide the services are:
Discounted
Personnel Hourly Rates
--------- ------------
Kristi Pindell $520
Nkima Skeete $320
Austin Wolff $140
Michiko Hamada Haney $520
Bob Bowne $460
The Debtors may also utilize the services of other accountants and
personnel at BDO who will be paid at these rates, which are also
discounted from the firm's standard hourly rates:
Partner/Director $480 - $560
Senior Manager $320 - $460
Manager $260 - $320
Senior Associate $170 - $250
Associate $140 - $180
BDO does not hold or represent any interest adverse to the Debtors'
estates, according to court filings.
The firm can be reached through:
Kristi Pindell
BDO USA, LLP
615 South College Street, Suite 1200
Charlotte, NC 28202
Tel: 704-887-4236
Fax: 704-887-4290
About Alevo USA Inc.
Concord-based battery manufacturers Alevo USA, Inc. and Alevo
Manufacturing, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case Nos. 17-50876 and 17-50877)
on August 18, 2017. Peter Heintzelman, its president, signed the
petitions.
At the time of the filing, Alevo USA disclosed that it had
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million. Alevo Manufacturing estimated assets
and liabilities of $10 million to $50 million.
Judge Catharine R. Aron presides over the cases. Nelson Mullins
Riley & Scarborough, LLP represents the Debtors as bankruptcy
counsel.
An official committee of unsecured creditors was appointed on
September 1, 2017. The committee hired Northen Blue LLP as its
legal counsel.
AMERICAN AIRLINES: Term Loan Repricing No Impact on Fitch BB- IDR
-----------------------------------------------------------------
Fitch Ratings does not expect the planned re-pricing of American
Airlines, Inc.'s senior secured term loan B, due in April of 2023,
to impact the ratings of the company or the loan. American's
Long-Term Issuer Default Rating (IDR) is 'BB-'/Outlook Stable.
Fitch rates the term loan 'BB+/RR1'.
American is in the process of re-pricing its existing $1.0 billion
term loan B due in 2023. The facility is secured by certain of the
company's spare parts. The re-pricing will not affect the key
provisions, the collateral, or the maturity of the loan. American
also maintains a $300 million revolver secured by the same
collateral. The revolver will remain unchanged.
The 'BB+/RR1' rating on the term loan is based on Fitch's recovery
analysis, which reflects a scenario in which a distressed
enterprise value is allocated to the various debt classes in a
going-concern scenario. The 'RR1' Recovery Rating reflects Fitch's
belief that secured creditors would receive superior recovery based
on an estimate of American's distressed enterprise value. In a
going-concern scenario (which Fitch considers the most likely
scenario), recovery values are supported by the underlying
collateral's importance to American Airlines Group, Inc. (AAL).
American's 'BB-' Long-term IDR is supported by the strong financial
results that American has posted since its merger with U.S. Airways
and concurrent emergence from bankruptcy. Fitch expects continued
solid financial results from American over the intermediate term
based on a stable domestic travel environment, moderate fuel costs,
and the benefits of the company's ongoing integration and fleet
renewal processes.
AAL's sizable liquidity balance is also supportive of the ratings.
As of June 30, 2017, AAL had a total unrestricted cash and
short-term investments balance of $6.9 billion plus $2.4 billion in
undrawn revolver capacity, equal to 23% of LTM revenue.
The 'BB-' rating also incorporates the risks in American's credit
profile, including a significant debt balance and expectations for
leverage to be somewhat high for the rating over the next two
years, heavy capital requirements in 2017, rising wages, and
shareholder focused cash deployment.
Fitch currently rates American:
American Airlines Group Inc.
-- Long-Term IDR 'BB-';
-- Senior unsecured notes 'BB-/RR4'.
American Airlines, Inc.
-- Long-Term IDR 'BB-';
-- Senior secured credit facilities 'BB+/RR1'.
AMIT BHALLA: Must Face Copyright Infringement Liability
-------------------------------------------------------
A bankruptcy court in Florida has ruled that Amit Bhalla, a
retailer of IPTV streaming devices with unauthorized channels,
cannot use a bankruptcy case to shield himself from monetary
liability for copyright infringement.
In 2016, the U.S. District Court for the Central District of
California issued a permanent injunction halting the unlawful
distribution of television content from programmers CCTV and TVB on
TVpad devices. DISH Network, which has exclusive rights to
distribute much of CCTV's and TVB's content in the United States
(including through its Sling TV OTT service), and CICC, an
affiliate of CCTV, were also plaintiffs in that underlying lawsuit,
which began in 2015. The plaintiffs alleged that the manufacturers
and distributors of the TVpad device set up a pirate broadcasting
network designed to stream CCTV and TVB channels without
authorization.
The court ordered manufacturers and distributors of TVpad to pay
$55 million in damages to DISH, TVB, CCTV and CICC, and the
injunction prohibited retailers from distributing, advertising,
marketing or promoting TVpad and comparable devices that deliver
CCTV's or TVB's copyrighted content.
Rather than accept responsibility for his actions, Amit Bhalla
chose to file for bankruptcy in an attempt to avoid being held
financially accountable. Citing Mr. Bhalla's willful and malicious
conduct, the plaintiffs filed a motion for summary judgment in the
U.S. Bankruptcy Court for the Middle District of Florida. The
court granted the motion, and Mr. Bhalla must now pay plaintiffs
$4.4 million for copyright and trademark infringement.
"This ruling sends an important message to retailers who think they
can get away with profiting off pirated content: you will
eventually be held accountable, and a bankruptcy filing will not
protect you," said Samuel Tsang, vice president, Operations for TVB
USA. "Our hope is that, as a result of this ruling, retailers will
stop selling content obtained through illegal means and instead
serve their customers with legal, reliable content and devices."
About TVB USA
TVB USA's parent company is Television Broadcasts Limited (TVB),
the largest and most popular producer of Cantonese-language
television programming in the world. TVB USA --
http://www.tvbusa.com-- also offers various TVB channels in
Mandarin, Vietnamese and English to meet the different needs of
Chinese-speaking viewers in the U.S. All the best programming from
TVB that originally aired in Hong Kong and Taiwan is broadcast by
TVB USA in the United States on more than 10 different channels.
About China Central Television
China Central Television (CCTV) -- http://www.cctv.com/-- is the
National Network of the People's Republic of China and it is one of
China's most important news broadcast companies. Today, CCTV has
become one of China's most influential media outlets. Currently
CCTV is distributing seven international channels in the U.S.,
which include Chinese, English and Spanish, covering almost every
aspect of the Chinese social life. It is an important window for
the world to find out more about China. CCTV is making efforts to
become a global media network with increased international
influence.
About DISH
DISH Network Corp. (NASDAQ:DISH) -- http://www.dish.com/--
provides approximately 13.332 million pay-TV subscribers, as of
June 30, 2017, with the highest-quality programming and technology
with the most choices at the best value. DISH offers a high
definition line-up with more than 200 national HD channels, the
most international channels and award-winning HD and DVR
technology. DISH Network Corporation is a Fortune 200 company.
Sling TV L.L.C. -- http://www.Sling.com/-- a subsidiary of DISH
Network L.L.C., provides over-the-top television services,
including general market, Latino and International live and
on-demand programming. Sling TV is the number one live
over-the-top service based on the number of OTT households as
reported by comScore as of April 2017. It is available on smart
televisions, tablets, game consoles, computers, smartphones and
other streaming devices. Sling TV provides more than 300 channels
in 22 languages, including Cantonese, Mandarin, Arabic and Punjabi.
AOXING PHARMACEUTICAL: Cancels Registration of Common Shares
------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc. filed a Form 15 with the
Securities and Exchange Commission notifying the termination of
registration of its common stock, $.001 par value, under Section
12(g) of the Securities Exchange Act of 1934. As of Oct. 16, 2017,
there were 287 holders of the Common Shares.
About Aoxing
Jersey City, New Jersey-based Aoxing Pharmaceutical Company, Inc.
-- http://www.aoxingpharma.com/-- is a U.S. incorporated
pharmaceutical company with its operations in China, specializing
in research, development, manufacturing and distribution of a
variety of narcotics and pain-management products. Headquartered
in Shijiazhuang City, outside Beijing, Aoxing Pharma has the
largest and most advanced manufacturing facility in China for
highly regulated narcotic medicines. Its facility is one of the
few GMP facilities licensed for the manufacture of narcotic
medicines by the China Food and Drug Administration.
Aoxing reported net income of $2.24 million for the year ended June
30, 2016, compared to net income of $5.81 million for the year
ended June 30, 2015. As of March 31, 2017, Aoxing had $62.46
million in total assets, $44.38 million in total liabilities, and
$18.08 million in total equity.
BDO China Shu Lun Pan Certified Public Accountants LLP, in
Shanghai, People's Republic of China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company accumulated a large
deficit and a working capital deficit that raise substantial doubt
about its ability to continue as a going concern.
"We have incurred operating losses in the past and had an
accumulated deficit of $56.3 million as of June 30, 2016," the
Company said in its 2016 Annual Report. "However, we have reported
positive operating results for both fiscal years 2015 and 2016.
The income that we incurred during fiscal 2016, coupled with the
issuance of common stock in satisfaction of debt, caused our
working capital deficit to improve significantly during fiscal
2016. Our working capital deficit on June 30, 2016 was
$10,948,767, which was 46.0% lower than the working capital deficit
of $20,143,629 on June 30, 2015. The primary reason for our
working capital deficit was the fact that there are $25.5 million
in short-term debt owed to banks, related and unrelated parties.
In accordance with banking customs in China, our bank loans have,
throughout our history, been written on a short-term basis. Our
business has survived through the years because our banks have
proven willing to renew or replace our short-term debt, and we
expect that practice to continue."
ARABELLA EXPLORATION: Sale of Interests in Tag-Along Assets Okayed
------------------------------------------------------------------
Judge Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Arabella Exploration, LLC and
its affiliates to sell their interests in oil and gas properties,
rights and related assets ("Brigham Tag-Along Assets") to
Diamondback E&P, LLC, for $2,584,040.
The Sale Hearing was held on Oct. 16, 2017.
The sale is free and clear of all obligations, liabilities, and
encumbrances of any kind or nature whatsoever. All valid liens in
the Brigham Tag Along Rights, if any, will attach to the proceeds
of the sale in order of priority. All parties reserve all rights
regarding the priority, extent and validity of any liens in the
Brigham Tag Along Rights, and the proceeds therefrom, and the
existence, validity and amount of any claim.
The Debtors are authorized but not directed to pay or cause a title
company to pay any closing costs and expenses or prorations
described in the PSA, and any other miscellaneous and customary
closing costs or expenses.
Upon the Closing Date, the Debtors' 22.5% share of the proceeds of
the sale of the Brigham Tag-Along Assets will be subject to the
lien and security interest of Platinum to the same extent and with
the same validity and priority as existed in respect of the
Debtors' interest in the Brigham Tag-Along Assets immediately prior
to the sale, and their 22.5% share of the proceeds of the sale of
the Brigham Tag-Along Assets will not be disbursed, other than to
Platinum, without the prior written consent of Platinum or a
further order of the Court.
There are no brokers involved in consummating the sale transaction,
and no brokers' commissions are due.
Diamondback is not a "successor" to the Debtors or their estates by
reason of any theory of law or equity, and Diamondback will not
assume, or be deemed to assume, or in any way be responsible for
any liability or obligation of the Debtors or their estates with
respect to the Brigham Tag-Along Assets or otherwise, except for
the assumption of the PSA and any documents related thereto.
To the extent applicable, the automatic stay pursuant to Bankruptcy
Code Section 362 is lifted with respect to the Debtors to the
extent necessary, without further order of the Court (i) to allow
Diamondback to give the Debtors any notice provided for in the PSA,
and (ii) to allow Diamondback to take any and all actions permitted
by the PSA.
Notwithstanding the possible applicability of Fed. R. Bankr. P.
6004, 6006, or otherwise, the terms and conditions of the Order
will be immediately effective and enforceable upon its entry.
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.
Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 17-41479) on April 4, 2017. The case is being
jointly administered with that of Arabella Exploration.
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.
ARIZONA FUNDRAISING: Nov. 21 Hearing on Disclosure Statement
------------------------------------------------------------
Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on Nov. 21, 2017, at
10:30 a.m. to consider approval of Arizona Fundraising Solutions,
Inc. and Apex Fun Run, LLC's joint disclosure statement and joint
plan of reorganization dated Sept. 22, 2017.
The last day for filing with the Court and serving written
objections to the Disclosure Statement is fixed on Nov. 14, 2017,
five business days prior to the hearing date set for approval of
the Disclosure Statement.
The Troubled Company Reporter previously reported that the Plan
will be funded from the sale of the Debtor's Property to Apex. Apex
will continue managing the Debtor's operations pursuant to the
Management Agreement until the Transfer Date. Upon the Transfer
Date, all of the Debtor’s Property will be transferred to Apex,
free and clear of all liens and encumbrances. Also upon the
Effective Date, the Proceeds will be transferred to the Debtor,
which will then make distributions to Creditors on the Effective
Date.
A full-text copy of the Joint Disclosure Statement is available
at:
http://bankrupt.com/misc/azb2-17-10016-40.pdf
About Arizona Fundraising Solutions
Arizona Fundraising Solutions, Inc., d/b/a Apex Fun Run RUN AZ,
based in Scottsdale, Ariz., filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 17-10016) on August 25, 2017. In its petition, the
Debtors estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities. The petition was signed by Christopher J.
Stewart, president. The Hon. Paul Sala preside over the case.
Randy Nussbaum, Esq., and Wesley Denton Ray, Esq., at Sacks Tierney
P.A., serve as bankruptcy counsel.
The Office of the U.S. Trustee on September 22 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Arizona Fundraising Solutions
Inc.
ARKADOS GROUP: Will File Form 10-Q Within Grace Period
------------------------------------------------------
Arkados Group, Inc. was unable to file its quarterly report on Form
10-Q for the period ended Aug. 31, 2017, within the prescribed time
period because the Company has experienced a delay in completing
the information necessary for inclusion in the Form 10-Q for the
respective period. The Company currently anticipates that the Form
10-Q will be filed as soon as practicable and no later than five
calendar days following its prescribed due date.
About Arkados Group
Arkados Group, Inc. -- http://www.arkadosgroup.com/-- is an
industrial automation and energy management company providing
Industrial Internet of Things (IoT) solutions that help commercial
and industrial facilities increase efficiency and reduce cost. The
Company delivers technology solutions for building and machine
automation and energy conservation that complement its energy
conservation services such as LED lighting retrofits, HVAC system
retrofits and solar engineering, procurement and construction
services. The Company's focus is towards the development and
commercialization of an Internet of Things software platform that
supports Big Data applications that complement its energy
management services.
The report from the Company's independent registered public
accounting firm for the year ended May 31, 2017, includes an
explanatory paragraph stating that the Company has incurred
recurring operating losses and will have to obtain additional
capital to sustain operations. RBSM LLP, in New York, said these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
Arkados incurred a net loss of $3.34 million for the year ended May
31, 2017, following a net loss of $3.11 million for the year ended
May 31, 2016. As of May 31, 2017, the Company had $19.01 million
in total assets, $13 million in total liabilities and $6.01 million
in total shareholders' equity.
ATLANTIC CITY, NJ: S&P Raises Long Term Rating on GO Debt to CCC+
-----------------------------------------------------------------
S&P Global Ratings raised its long-term rating on Atlantic City,
N.J.'s general obligation (GO) debt to 'CCC+' from 'CCC'. The
outlook is stable.
The full faith, credit and taxing power of the city secures its GO
bonds payable from ad valorem taxes levied on all real property
within the city without limitation as to rate or amount.
"The upgrade and stable outlook reflect our opinion of the city's
improving financial performance and settlement of significant
unfunded tax appeals," said S&P Global Ratings credit analyst
Timothy Little. "Additionally, while current and projected cash
flow statements have not been provided, the city and state have
indicated they will continue to make debt service payments on time
and in full, including $6.4 million due by Nov. 1 of this year."
Settlement of the substantial unfunded liabilities from tax appeals
diminishes the likelihood of bankruptcy, but the risk remains until
the city can demonstrate a continued ability to structurally align
revenues and expenditures and that it has improved cash balances.
"In our opinion, payment of the city's obligations remains
vulnerable and is dependent upon favorable business, financial, and
economic conditions," Mr. Little added. "Despite the settlement of
unfunded tax appeals financed through the state Qualified Bond Act
program, the issuer's financial commitments appear to be
unsustainable in the long-term until payment of its obligations
occurs during a prolonged period of sustained structural balances
and improved liquidity. However, the city is unlikely to face a
near term credit or payment crisis within the next 12 months."
Since S&P's last review, the city has accomplished the following:
-- Settlement of the city's largest outstanding tax appeal to $72
million from $165 million related to the Borgata Hotel Casino & Spa
property;
-- Settlement of other casino gaming property tax appeals to $67
million from $137 million related to various properties including
Bally's, Caesars, Golden Nugget, Harrah's, Tropicana, the former
Taj Mahal, and the former Trump Plaza;
-- Implementation of a 10-year payment-in-lieu-of-taxes (PILOT)
program for casino gaming properties beginning in fiscal 2017; and
-- Adopted a 2017 budget of $222.1 million, $37.9 million (14.6%)
less than the prior year.
Despite these achievements, the city faces continued pressures from
legal uncertainty, while the state continues to intervene in city's
operations, which may impede the city's ability to implement timely
and on-going structural changes to its operations. Also, the
on-going expansion of casino gaming in the region may lead to
future casino property closures over the medium-term as these
facilities begin operations (for more information, see S&P's
report, titled "Betting Against Yourself: Northeast States Expand
Casino Gaming Despite Weak Demographics," published July 31, 2017,
on RatingsDirect). The rating is also pressured due to the city's
strained liquidity, which could impede its recovery if timely and
adequate gains are not sustained to improve structural imbalance.
AUTHENTIC GELATO: Authorized to Use Cash Collateral on Final Basis
------------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas has entered a final order authorizing
Authentic Gelato, LLC, and its debtor-affiliates to use cash
collateral solely to the categories of expenses listed in the
Budget.
The Budget provides total expenses of approximately $750,287
covering the week ending September 17 through week ending Nov. 12,
2017.
As of the Petition Date, the Debtors are indebted to Regions Bank
in the amount of $3,201,763, secured by validly perfected liens on
substantially all assets of the Debtors, including the Viceroy
Property, as more fully set forth below and in the corresponding
loan and security documents.
Regions Bank is granted valid, perfected liens and enforceable
post-petition replacement security interests in all property of the
Debtors, whether acquired before or after the Petition Date, only
to the same extent and validity of, and have the same priority as,
the liens and security interests of Regions Bank that existed prior
to the Petition Date.
As further adequate protection, Regions Bank is granted a
superpriority claim, if and to the extent the replacement lien is
insufficient to provide adequate protection against the diminution,
if any, in the value of Regions Bank's interest in any collateral
resulting from the use of cash collateral.
The prepetition liens, the replacement lien, and the superpriority
Claim are subject and subordinate to a carve-out in an amount equal
to the sum of:
(a) the allowed fees and expenses of Bryan Cave LLP in an
amount not to exceed $125,000 plus the amount of any retainer held
by Bryan Cave LLP, and the approved Transaction Fee and reasonable
expenses of Resurgence Financial Services LLC;
(b) quarterly fees required to be paid pursuant to 28 U.S.C.
Section 1930(a)(6); and
(c) any fees payable to the Clerk of the Bankruptcy Court and
any agent thereof, subject to the rights of the DIP Lender, and any
other party in interest to object to the award of any such fees and
expenses.
A full-text copy of the Final Order, dated Oct. 17, 2017, is
available at https://is.gd/ngry5C
About Authentic Gelato, et al.
Founded by Ugo Ginatta and his wife and son in 1999, Paciugo
Holdings, LLC, manufactures authentic Italian gelato for sale
through company-owned and franchise store locations and direct
distributorships. Operations are generally encompassed within four
operating entities: Paciugo Supply, Paciugo Franchising, Paciugo
Properties, and Authentic Gelato.
Paciugo Supply carries out the manufacturing aspect of the
business, producing gelato and other Paciugo products and
ingredients for Paciugo system stores and third party customers.
Authentic Gelato owns and operates three company-owned stores in
Dallas and Houston and one kiosk in Houston. Paciugo Franchising
is the franchising arm of the business, and Paciugo Properties owns
all of the Company's intellectual property, including trademarks
and formulas, which it licenses to Paciugo Supply, Paciugo
Franchising, and Authentic Gelato. A fifth entity, Ginatta RE,
owns the headquarters and manufacturing facility in Dallas, Texas.
Facing increased financial pressure after the construction in
2014-15 of a larger manufacturing facility in Dallas, Texas,
Authentic Gelato, LLC, Paciugo Holdings, LLC, Ad Astra Holdings,
LP, Paciugo Management, LLC, Paciugo Supply Co, LP, Paciugo
Franchising, LP, Paciugo Properties, LP, Ginatta RE, LLC each filed
a voluntary petition for relief under chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Lead Case No. 17-33532) on Sept. 19, 2017.
The Debtors continue to manage and operate their businesses as a
debtors-in-possession pursuant to 11 Sec. 1107 and 1108.
Authentic Gelato has estimated assets and debts of $1 million to
$10 million.
Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq., of Bryan
Cave LLP, serve as the Debtors' bankruptcy counsel.
AUTO MASTERS: In Chapter 11, Expects to File Full-Payment Plan
--------------------------------------------------------------
Auto Masters, LLC, and its affiliates, owners of "buy here, pay
here" automobile dealerships in middle Tennessee, sought Chapter 11
protection and said they intend to file a 100% payment plan in the
near future.
The Debtors are a series of "buy here, pay here" automobile
dealerships ("BHPH") in middle Tennessee and their related finance
companies. Each of the Debtors are owned either partially or wholly
by Mark Janbakhsh. Mr. Janbakhsh bought the first dealership from
his father after college, and through his and his family's hard
work, he has built a series of companies that comprise the largest
collection of BHPH car dealerships in middle Tennessee.
The Debtors collectively employ more than 100 people.
Prepetition Financing
Prior to 2011, the business model of each dealership was typical
for BHPH car dealerships. Each dealership had a lending
relationship with a lender who would finance the inventory of
vehicles to be stored on a given dealership's lot (a "Floorplan
Lender").
In 2011, Mr. Janbakhsh entered into an agreement with Capital One
Bank National Association on behalf of AM, AUF, and AMSS for a
$15,000,000 line of credit to be secured on the borrowers'
commercial paper. By using this line of credit, AM could sell cars
and fund the Floorplan Payoff without tapping into its cash
reserves.
In 2015, the Capital One Line was amended again to provide for a
loan syndication with First Tennessee Bank ("FTB"). Under this
amendment, FTB would advance $10 million on a line of credit. This
advance was consolidated as part of the Capital One Line, with
Capital One acting as the administrative agent under the syndicated
loan agreement. Under this modified agreement, the Debtors could
draw on the syndicated line up to the total combined maximum
indebtedness on the Capital One Line and the FTB Line -- Syndicated
Line -- provided that the principal balance on the Syndicated Line
did not exceed 65% of the amounts owed on the commercial paper held
by the Debtors.
On Nov. 4, 2016, Capital One and FTB agreed to increase the maximum
indebtedness under the Syndicated Line to $63 million. Of this
amount, $47 million was advanced by Capital One, and $16 million
was advanced by FTB. Separate from the Syndicated Line, the
Debtors also incurred an additional $10 million in financing on
March 25, 2016 from Ovation Finance Holdings 2, LLC, to finance
business operations.
Road to Chapter 11
Ned Hildebrand, Esq., at Dunham Hildebrand, PLLC, explains that
throughout 2015, the Debtors' businesses were thriving. Having
borrowed from Capital One for years, the Debtors had an amicable
relationship with Capital One's loan officers and other decision
makers. As the Debtors expanded and sold cars, Capital One
increased the Capital One Line, and eventually the Syndicated Line,
to profit off of the Debtors' sales. In or around early 2016,
however, some of Capital One's officers left the company to form
Ovation. Both Ovation and Capital One actively encouraged the
Debtors to take on additional debt, through both an increase in the
Syndicated Line and a separate high-interest $10 million note from
Ovation.
However, in late 2016, after encouraging the Debtors' expansion,
Capital One's new management unilaterally decided that it wanted to
exit the BHPH dealership space. This put the Debtors in a bind.
They had borrowed substantial sums to finance dealership expansion
in reliance on Capital One's representations, but now they were
being forced to find ways to satisfy Capital One in a short time
frame. This became increasingly difficult in January 2017, when
Capital One refused to advance any additional sums on the
Syndicated Line. Without access to this line, the Debtors had to
revert to self-financing vehicles again. This put a large strain
on their cash flow and dramatically limited their short-term sales
volume, exacerbating the difficulty in finding a take-out lender
for the Syndicated Loan.
The problem became worse in October 2017, immediately prior to the
filing of the Debtors' bankruptcy petitions. The Debtors'
financing through the Syndicated Line was based on the collateral
value of the outstanding Contracts. The principal balance on the
Syndicated Line was not to exceed 65% of the total receivables owed
on the commercial paper.
The Debtors used a centralized portfolio manager operating out of
AUF's location to track their Contract receivables. Whenever a
specific dealership sold a vehicle and assigned the Contract to its
associated RFC, the dealership would record the receivable and
report it to the portfolio manager. The portfolio manager would
then aggregate these reported receivables and transmit this
information to its lenders, including Capital One, upon demand.
In late September, the Debtors explored the option of selling a
portion of their receivables to satisfy a portion of the debt owed
on the Syndicated Line. It was during this process that they
discovered an accounting error in their portfolio reporting that
overstated the value of the receivables. This was caused due to
inadvertent duplication of accounts associated with the same
vehicle following repossessions or trade-ins.
To explain how the inadvertent error occurred, it is helpful to
understand how the company treats repossessions and trades. When a
dealership sells a vehicle subject to a Contract, a receivable is
created and reported. If that customer defaults and the vehicle is
repossessed, the RFC will then sell the vehicle back to the
dealership for a commercially reasonable MMR Value, then it will
charge off the account and not pursue a deficiency from the
customer. The dealership then "refloors" the vehicle and places it
back on the lot for sale to another customer. However, though the
repo accounts are charged off, the dealerships neglected to remove
the associated Contracts from their reports. Accordingly, after a
vehicle was sold to a second customer, the reports would still show
both Contracts as valid receivables, even though the first account
had been charged off.
This same issue happened with trade-ins, where a customer would
trade in an existing vehicle in satisfaction of the remaining
obligations under the Contract with the RFC, then purchase a new
vehicle under a new contract. The first contract, which had been
satisfied through the trade in, was mistakenly still listed as a
valid receivable. The Debtors have worked to rectify this issue
going forward by tracking each Contract by the unique VIN. This
will prevent future duplication in the reporting. But this did not
happen prior to September 2017.
As soon as the Debtors discovered their mistake, they promptly
reported the issue to Capital One. However, because the Debtors
had been mistakenly reporting charged off accounts for some time,
the collateral value was less than previously reported. Rather
than being worth approximately $90 million, the true value was
approximately $65 million.
According to the Debtors, the issue had nothing to do with their
mishandling of the collateral. The collateral was not impaired or
declining in value due to the actions of the Debtors. Rather, it
was simply inadvertently misreported. Now that the Debtors have a
handle on the true value of the receivables, they intended to focus
on consistently improving the collateral value, through additional
sales and reduced expenses. Moreover, because Capital One cut off
the Debtors from drawing on the Syndicated Line, every new vehicle
that sells creates additional collateral for Capital One without a
corresponding increase in the Capital One Line. Thus, the Debtors
ongoing business operation will continue to improve Capital One's
collateral position.
As a result of Capital One desiring to exit the "buy here pay here"
space, it had no desire to work with the Debtors. Instead, Capital
One recently filed a lawsuit seeking employment of a receiver to
marshal and, if it so desired, liquidate its collateral. This would
essentially force the Debtors' successful business to a screeching
halt. And it would ensure that the Debtors' unsecured creditors,
including Ovation, would get nothing, and that the Debtors' 100+
employees would become unemployed.
The Debtors said in court papers that they have a successful
business model, even in the absence of the Syndicated Line. They
are focused on finding a workable solution to pay off the
Syndicated Line and the Ovation note, in full, within a reasonable
period of time while adequately protecting Capital One and FTB
through a continually improving collateral package. Capital One's
actions in filing the lawsuit and seeking appointment of the
receiver have prevented this solution. It is the Debtors' full
intent to propose a 100% plan in the near future.
On Oct. 17, 2017, to preserve its right to find a solution and pay
all creditors in full, the Debtors decided to file for protection
under Chapter 11 of the United States Bankruptcy Code. The Debtors
anticipate using this process to deleverage their balance sheets,
remove the pressure of Capital One's litigiousness, and shore up
operations to provide a solution that satisfies all creditors.
About Auto Masters
Auto Masters, LLC -- https://driveautomasters.com/ -- is a "Buy
Here Pay Here" used car dealer in Nashville that offers financing
to customers for the cars they sell. The company has dealership
locations in Nashville, Smyrna, Franklin, Hermitage, Madison,
Clarksville, West Nashville and Thompson Lane (Nashville).
On Oct. 17, 2017, Auto Masters, LLC, and 14 affiliates sought
Chapter 11 protection (Bankr. M.D. Tenn. Case No. 17-bk-07036).
Auto Masters estimated $10 million to $50 million in assets and $50
million to $100 million in debt.
The Hon. Charles M Walker is the case judge.
Dunham Hildebrand, PLLC, is the Debtors' counsel.
AUTO MASTERS: Seeks Permission to Use of Cash Collateral
--------------------------------------------------------
Auto Masters, LLC and each of its affiliates ask the U.S.
Bankruptcy Court for the Middle District of Tennessee permission to
use cash to fund ordinary business operations and necessary
expenses in accordance with the Budget.
The Debtors have an urgent and immediate need to use cash
collateral in order to, among other things: (a) continue to operate
their businesses in an orderly manner; (b) maintain their valuable
relationships with employees, vendors and customers; (c) pay
various administrative professionals' fees to be incurred in these
Chapter 11 cases; and (d) support the Debtors' working capital and
overall operational needs.
The Debtors assert that these expenditures are critically necessary
to preserve and maintain the going concern value of their
businesses. Without access to cash collateral, the Debtors claim
that they would be forced to cease operations and liquidate their
assets.
Capital One, National Association, as Administrative Agent for a
syndicated loan with Capital One, National Association and First
Tennessee Bank, National Association. The amount owing by the
Debtors on the Syndicated Line, jointly and severally, is
approximately $63,000,000.
As set forth in the Debtors' Budget, the Debtors collectively
propose to pay monthly adequate protection payments to Capital One
in the aggregate amount of $250,000, while also preserving the
value of Capital One's collateral through the creation of new
commercial paper from vehicle sales, upon which Capital One will
have a replacement lien.
Ovation Finance Holdings 2 LLC is owed approximately $7,400,000
pursuant to that Loan and Security Agreement. Each of the Debtors
except for One Source Financial, LLC and Auto Masters of Nashville,
LLC are obligors on the Ovation Loan. However, based on the
estimated collateral value and the presence of the senior debt to
Capital One, the Debtors assert that Ovation is wholly unsecured on
each Debtor’s assets and therefore is not entitled to adequate
protection.
Automotive Finance Corporation, which holds a perfected security
interest in all of the assets of each Dealership Debtors. This
security interest is first priority with respect to all Dealership
Debtors other than Auto Masters of Clarksville, LLC. Automotive
Finance security interest in Auto Masters of Clarksville, LLC.
Automotive Finance holds a first-priority security interest in all
of Debtors' purchase-money collateral, including that held by Auto
Masters of Clarksville, LLC.
The Debtors assert that the estimated value of Automotive Finance's
collateral with each Dealership Debtor exceeds the debt owed
thereto by each Dealership Debtor. Moreover, Automotive Finance's
collateral is presently on a lot for sale to customers. It is
therefore (a) not diminishing in value, and (b) presently in a
position most likely to yield the highest and fastest return to
Automotive Finance. Accordingly, the Debtors assert that
Automotive Finance is adequately protected in the collateral.
A full-text copy of the Debtors' Motion, dated Oct. 17, 2017, is
available at https://is.gd/NTarv0
About Auto Masters
Auto Masters -- https://driveautomasters.com/ -- is a "Buy Here Pay
Here" used car dealer in Nashville that offers financing to
customers for the cars they sell. The company has dealership
locations in Nashville, Smyrna, Franklin, Hermitage, Madison,
Clarksville, West Nashville and Thompson Lane (Nashville).
Auto Masters, LLC and each of its affiliates filed Chapter 11
petitions (Bankr. M.D. Tenn. Case No. 17-07036) on Oct. 17, 2017.
Auto Masters estimated $10 million to $50 million in assets and
debt. Griffin S. Dunham, Esq., Henry E. Hildebrand, IV, Esq., and
R. Alex Payne, Esq., at Dunham Hildebrand, PLLC, in Nashville,
Tennessee, serve as counsel to the Debtor.
AXIOM COMPANIES: Nov. 28 Hearing on Plan and Disclosures
--------------------------------------------------------
Judge Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan issued an order granting preliminary approval
of Axiom Companies, LLC's combined plan and disclosure statement
filed on Oct. 9, 2017.
The deadline to return ballots on the plan, as well as to file
objections to final approval of the disclosure statement and
objections to confirmation of the plan, is Nov. 21, 2017.
The hearing on objections to final approval of the first amended
disclosure statement and confirmation of the plan will be held on
Tuesday, Nov. 28, 2017, at 10:30 a.m., in Room 1875, 211 West Fort
Street, Detroit, Michigan.
About Axiom Companies
Axiom Companies, LLC, based in Southfield, Mich., filed a Chapter
11 petition (Bankr. E.D. Mich. Case No. 17-4025) on January 9,
2017. The case is assigned to Judge Marci B McIvor. Jeffrey S.
Grasl, Esq., at Grasl PLC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Ryan Jundt, managing member.
The U.S. Trustee for Region 9 on Jan. 30 appointed five creditors
of Axiom Companies, LLC, to serve on the official committee of
unsecured creditors.
BARMER ENTERPRISES: SunTrust Bank Tries to Prohibit Cash Use
------------------------------------------------------------
SunTrust Bank asks the U.S. Bankruptcy Court for the Southern
District of Florida to prohibit Barmer Enterprises, LLC's use of
cash collateral.
As reported by the Troubled Company Reporter on June 2, 2017, the
Court on May 26, 2017, entered an order approving the Debtor's
interim use of cash collateral to pay only actual, ordinary and
necessary postpetition business expenses, including quarterly fees
to the U.S. Trustee.
On Aug. 31, 2017, SunTrust filed its proof of claim, which is Claim
No. 9 in the claims register, attaching proof of its perfected
security interest in all of the Debtor's property and assets. The
Debtor was authorized, on an interim basis, to use SunTrust's cash
collateral pursuant to the Court's Oct. 5, 2017 third interim order
(i) setting final hearing on the Debtor's cash collateral use on
Oct. 25, 2017, at 1:30 p.m. Pursuant to the interim court order,
the Debtor's interim use of cash collateral is conditioned upon the
Debtor's timely payment of weekly adequate protection payments to
SunTrust. According to the interim court order, the Debtor is
required to make weekly adequate protective payments to SunTrust in
the amount of $3,500 no later than Wednesday of each week,
commencing on Aug. 2, 2017.
The Debtor has made a total of five adequate protection payments,
but made each payment consistently late. The Debtor failed to make
the payment due Sept. 6, 2017, and has failed to make any
subsequent payments due under the interim court order. SunTrust
provided the Debtor with notice of its payment defaults, as
required by the interim court order, by transmitting to the
Debtor's attorney an e-mail dated Sept. 18, 2017, notifying the
Debtor of its payment defaults under the interim court order and
giving the Debtor two business days to cure the defaults.
The Debtor failed to cure the payment defaults, and pursuant to the
interim order, the Debtor's ability to use cash collateral ceased
after close of business on Sept. 20, 2017.
Upon information and belief, the Debtor continues to use SunTrust's
cash collateral, in violation of the Court's interim order, and the
Debtor is also not current on its postpetition rent obligations.
SunTrust claims it is not adequately protected, absent timely
adequate protection payments from the Debtors. As evident from the
Debtor's continuing payment defaults and inability or refusal to
cure, the Debtor's use of cash collateral must be prohibited to
prevent further deterioration in the value of SunTrust's security
interest.
Accordingly, SunTrust requests the Court to enter an order
prohibiting the Debtor's use of cash collateral.
Furthermore, any use by the Debtor of cash collateral after close
of business on Sept. 20, 2017, is not authorized, pursuant to the
interim court order. To the extent that the Debtor transferred
property of the estate that was not authorized under the interim
court order, SunTrust reserves the right to seek appointment of a
trustee to recover any unauthorized post-petition transfers under
11 U.S.C. Section 549, or to seek conversion or dismissal of the
Debtor's case under 11 U.S.C. Section 1112.
SunTrust Bank's motion is available at:
http://bankrupt.com/misc/flsb17-16095-206.pdf
SunTrust Bank is represented by:
Denise D. Dell-Powell, Esq.
Jonathan M. Sykes, Esq.
BURR & FORMAN LLP
200 South Orange Avenue, Suite 800
Orlando, Florida 32801
Tel: (407) 540-6600
Fax: (407) 540-6601
E-mail: ddpowell@burr.com
ccrumrine@burr.com
dmartini@burr.com
About Barmer Enterprises
Headquartered in Fort Lauderdale, Florida, Barmer Enterprises, LLC,
owns and operates eight retail bicycle stores known as Bike America
-- http://www.bikeam.com/-- and located in Pembroke Pines, East
Boca, West Boca, Sunrise, Coral Springs, Boynton Beach and West
Palm Beach. Barmer, which is owned by Gary Mercado and Steven C.
Barnes, bought the retail chain in 2014. The first Bike America
store opened in 1970 in Boca Raton. Barmer has about 40 employees
and its assets include inventory and fixtures. It owns no real
estate.
Barmer Enterprises filed a voluntary Chapter 11 petition (Bankr.
S.D. Fla. Case No. 17-16095) on May 15, 2017, estimating assets up
to $50,000 and liabilities between $1 million and $10 million. The
petition was signed by Gary Mercado, managing member. Judge
Raymond B. Ray presides over the case. Susan D. Lasky, Esq., at
Susan D Lasky, PA, serves as the Debtor's bankruptcy counsel.
BEACH 68TH STREET: Foreclosure Auction Set for Nov. 3
-----------------------------------------------------
Dominic A. Villoni, Esq., as Referee, will sell at public auction
the real property known as No# Beach 68 Street a/k/a 5-07 Beach
68th Street, Queens, NY.
Proceeds of the sale will be used to pay judgment in the amount of
$7,340.84 plus interest and costs, entered in the case, NYCTL
1998-2 TRUST AND THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT
AND CUSTODIAN, Plaintiff, vs. BEACH 68TH STREET CORP., ET AL.,
Defendant(s), pending before the Queens County Supreme Court.
The auction will be held November 3, 2017 at 10:00 a.m., at the
Queens County Supreme Courthouse, Courtroom 25, 88-11 Sutphin
Boulevard, Jamaica, NY.
Premises will be sold subject to provisions of the filed Judgment
and Terms of Sale.
Attorneys for Plaintiff:
The Law Office of Thomas P. Malone, PLLC
60 East 42nd Street, Suite 553
New York, New York 10165
BEACH DANS: Case Summary & 8 Unsecured Creditors
------------------------------------------------
Debtor: Beach Dans, Inc.
601 Long Beach Boulevard
Long Beach, CA 90802
Chapter 11 Petition Date: October 18, 2017
Case No.: 17-22786
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Julia W. Brand
Debtor's Counsel: Robert P Goe, Esq.
GOE & FORSYTHE, LLP
18101 Von Karman, Ste 1200
Irvine, CA 92612
Tel: 949-798-2460
Fax: 949-955-9437
E-mail: kmurphy@goeforlaw.com
rgoe@goeforlaw.com
- and -
Charity J Miller, Esq.
GOE & FORSYTHE LLP
18101 Von Karman Ave Ste 1200
Irvine, CA 92612
Tel: 949-798-2460
Fax: 949-955-9437
E-mail: cmiller@goeforlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Peter Yoon, president.
A full-text copy of the petition containing, along with a list of
eight unsecured creditors is available for free at
http://bankrupt.com/misc/cacb17-22786.pdf
BENCHMARK POST: Asks Court to Approve Disclosure Statement
----------------------------------------------------------
Benchmark Post, Inc. filed with the U.S. Bankruptcy Court for the
Central District of California a motion for an order approving the
disclosure statement describing the chapter 11 plan proposed
jointly by Benchmark Post and Benchmark Sound Services, Inc.
The motion further requests that the Court find that the Disclosure
Statement contains adequate information; fix the time within which
the holders of claims and interests may accept or reject the
Chapter 11 Plan; and fix the date for the confirmation hearing for
the Plan.
About Benchmark Post, Inc.
Located in Burbank, CA, Benchmark Post --
http://www.benchmarkpost.com/-- is an independent state-of-the-art
facility providing post production audio services for feature
films, television and motion picture advertising. Benchmark Post
was founded in January 2015 by Re-Recording mixer Pedro Jimenez.
Benchmark Post, Inc., and its affiliates filed a Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 17-15568) on May 5,
2017. The Hon. Barry Russell presides over the case.
SulmeyerKupetz APC represents the Debtor as counsel.
In its petition, Benchmark Post, Inc., estimated $1 million to $10
million in both assets and liabilities. Benchmark Sound Services,
estimated $100,000 to $500,000 in assets, and $1 million to $10
million in liabilities. The petition was signed by Pedro Jimenez,
president.
BLUE STAR: Wants Plan Solicitation Period Extended Thru Jan. 15
---------------------------------------------------------------
Blue Star Group, Inc. and its affiliates ask the U.S. Bankruptcy
Court for the District of Maryland to further extend the exclusive
period during which only the Debtors may solicit acceptances for
their bankruptcy-exit Plan from October 17 to and including January
15, 2018.
On August 18, 2017, the Debtors filed a Joint Plan of Liquidation
and a Joint Proposed Disclosure Statement. A hearing to approve the
Disclosure Statement was held October 18. Following the hearing,
the Court approved the Disclosure Statement and set a hearing for
Dec. 4 to consider confirmation of the Plan.
The Debtors claim that they have made significant progress in this
reorganization proceeding because, in addition to having already
submitted a proposed plan of liquidation, since the filing of this
Chapter 11 case, the Debtors have (a) engaged professionals to
assist in their reorganization proceedings, (b) obtained cash
collateral orders to pay their ongoing operating expenses, (c)
obtained authority to commence lease purchase programs with respect
to both Passenger Vehicle Licenses and vehicles, and (d) operated
in a slightly profitable manner.
The Debtors assert that they are requesting for an additional 90
days in order to allow sufficient time -- after the Disclosure
Statement Hearing -- for the Court to schedule a confirmation
hearing and authorize the Debtors to solicit acceptances, taking
into account the upcoming holidays.
Accordingly, the Debtors submit that it is essential that the
Exclusive Solicitation Period remains in place to provide the
Debtors time to solicit acceptances of the Plan subsequent to the
Disclosure Statement Hearing.
About Blue Star Group
Blue Star Group, Inc., Barwood, Inc., Checker Transportation
Company, Inc., City Lease, Inc., Fleet Tech, Inc., and Silver
Spring Transportation Company, each filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead
Case No. 16-26548) on Dec. 20, 2016. The petitions were signed by
Lee Barnes, president. The cases are assigned to Judge Thomas J.
Catliota.
The Debtors are represented by Alan M. Grochal, Esq., Marissa K
Lilja, Esq., and Joseph Michael Selba, Esq., of Tydings &
Rosenberg, LLP. The Debtors hired Suzanne Sparrow as financial
advisor, and SKMB, P.A., as accountant.
As of Dec. 31, 2015, the Debtors and certain non-debtor driver
partners had approximately $4.5 million in assets and approximately
$5.4 million in liabilities. The Debtors have 57 employees as of
the bankruptcy filing.
In its petition, Blue Star Group listed under $50,000 in assets and
under $10 million in liabilities. Barwood Inc. listed under $10
million in assets, and under $500,000 in liabilities. Fleet Tech
listed under $100,000 in both assets and liabilities.
The Office of the U.S. Trustee on Jan. 23, 2017, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 cases of Blue Star Group, Inc. and
its affiliates.
BOWLIN FUNERAL: Wants to Use Cash Collateral of Commerce Bank
-------------------------------------------------------------
Bowlin Funeral Home, Inc., asks the U.S. Bankruptcy Court for the
Western District of Missouri for permission to use cash
collateral.
The Debtor's real estate was subject to the obligations of
commercial security agreement and deed of trust liens in favor of
Commerce Bank, and all of Debtor's assets appear to be subject to
the liens of the bank. Upon information and belief, as of the
petition date, the Debtor owed Commerce Bank approximately
$520,000. On the date of filing, the Debtor was approximately
$40,000 (or five months) in arrears in its secured obligations to
Commerce Bank. The Debtor's owner estimates that the liquidation
value of Debtor's assets, which are secured to Commerce Bank is
approximately $862,114. Commerce Bank appears to be over-secured
by approximately $342,114, the Debtor says.
In July 2017, Commerce Bank accelerated the indebtedness owed by
the Debtor, making this reorganization in bankruptcy necessary to
the survival of the Debtor's business. The Debtor's owner/manager
intends to continue Debtor's funeral services business and to
propose a Chapter 11 plan, which will restructure its debts, as
authorized by the U.S. Bankruptcy Code, while providing adequate
protection to is secured creditor, Commerce Bank.
On the date of filing, the Debtor was in possession of cash
collateral, as follows:
a. Checking Account at Central Bank $18,414
b. Accounts Receivable $70,000
-------
Total $88,414
The Debtor also requests that the Court allow Debtor's current
owner/manager, Mark R. Elliott, J., to manage and maintain its
business operations during the pendency of this case. The Debtor
states that it is essential to the continued business operations
and the reorganization of Debtor that it be allowed to use the cash
collateral and collect outstanding sums due from its customers.
Absent the use cash collateral, the Debtor would be forced to cease
its business operations. The Debtor estimates that its operating
expenses during the next 45 days, including payroll to employees,
will be approximately $58,632. The Debtor estimated payroll
obligation to employees during the next 30 days will be
approximately $19,536. The Debtor assures the Court that it will
not use cash collateral to pay pre-petition interest or principal
on an existing indebtedness other than as ordered by the Court.
The Debtor believes that the interests of Commerce Bank with
respect to its collateral may be adequately protected. Continued
operations will increase Debtor's ability to pay its obligations to
Commerce Bank and other creditors. The Debtor suggests that $4,000
per month would adequately protect Commerce Bank from diminution of
its secured position pending confirmation of a plan.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/mowb17-20965-12.pdf
As reported by the Troubled Company Reporter on Oct. 6, 2017, the
Debtor sought court permission to use cash collateral, receivables
and proceeds thereof to maintain ongoing operations and avoid
immediate and irreparable harm to the estate.
About Bowlin Funeral Home
Bowlin Funeral Home, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-20965) on Oct. 3,
2017. Mark R. Elliott, Jr., its owner, signed the petition. At
the time of the filing, the Debtor disclosed that it had estimated
assets and liabilities of less than $1 million. Judge Dennis R.
Dow presides over the case. Boul & Associates is the Debtor's
bankruptcy counsel.
BP CHANEY: Taps Dunn & Dill as Accountant
-----------------------------------------
BP Chaney, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Dunn & Dill CPAs, LLC.
The firm will provide accounting services to the company, Texas RHH
LLC and Misty Chaney Brady, the company's sole member. These
services include the preparation of monthly financial reports,
monthly operating reports and tax returns.
Dunn & Dill will receive a retainer in the amount of $10,000 from
Ms. Brady. The firm will charge $1,000 each for the preparation of
the Debtors' federal income tax returns; $350 each for the
preparation of Texas franchise tax returns; and $325 per hour for
other services.
William Dunn, principal of Dunn & Dill, disclosed in a court filing
that his firm has no connections with the Debtors or any of their
creditors.
The firm can be reached through:
William Dunn
Dunn & Dill CPAs, LLC
245 Cedar Sage Drive, Suite 210
Garland, TX 75040
Phone: (972) 485-5333
About BP Chaney LLC
BP Chaney, LLC is a small business debtor as defined in 11 U.S.C.
Section 101(51D). It is affiliated with Texas RHH LLC, which filed
for bankruptcy protection (Bankr. N.D. Tex. Case No. 17-43385) on
August 21, 2017.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-42793) on July 3, 2017. The
petition was signed by Misty Brady, sole member who also filed
Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41120) on March
20, 2017.
At the time of the filing, the Debtor disclosed that it had
estimated assets of $1 million to $10 million and liabilities of
less than $1 million.
Judge Mark X. Mullin presides over the case. The Debtor is
represented by The Mitchell Law Firm, LP.
BRANDON DORTCH: Unsecureds to Recover 23% Under Latest Plan
-----------------------------------------------------------
Brandon Dortch Farms, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Alabama a second amended plan of
reorganization, dated Oct. 10, 2017.
Class 10, unsecured claims, is impaired under the second amended
plan. Beginning on the 10th day of the month following the end of
the calendar quarter following the Effective Date, or November 15,
2017, whichever is earlier, and on the same day of each quarter
thereafter for 20 quarters, the Debtor will distribute to each
Class 10 claimant a payment equal to that claimant's pro-rata share
of the following:
Year 1 (first 4 payments) $40,000 per quarter
Year 2 (next 4 payments) $40,000 per quarter
Year 3 (next 4 payments) $30,000 per quarter
Year 4 (next 4 payments) $25,000 per quarter
Year 5 (last 4 payments) $20,000 per quarter
Total amount of Class 10 distributions: $620,000
The Debtor reserves the right to prepay the amounts due under this
paragraph to any and all claimants in this class at any time. The
Debtor estimates that the total distribution to Class 10 claimants
will be approximately 23% of their claims.
The $1 million post-petition revolving line of credit with First
National Bank & Trust will be paid in accordance with the terms of
the order approving the financing and the terms of the loan
documents evidencing the $1 million revolving line of credit. The
Debtor will continue to conduct its farming operations and all
related activities. The Debtor will fund its 2017 crops and all
payments under the Plan with a $1 million line of credit with First
National Bank & Trust secured by 2017 crop proceeds and any equity
in the real property mortgaged to First National Bank & Trust,
which financing has been approved by the Court, and excess crop
proceeds.
The Troubled Company Reporter previously reported that under the
first amended plan, each unsecured claimant holding an allowed
claim will receive a quarterly distribution of its pro rata share
of $20,000 for a period of 20 quarters in full satisfaction of all
allowed unsecured claims, Without interest. The Debtor estimates
that this will result in a total distribution to unsecured
creditors of approximately 14%. The first quarterly distribution
will be made within 30 days after the first day of the calendar
quarter following the Effective Date, and each subsequent quarterly
distribution shall be made within 30 days after the first day of
each succeeding quarter.
A copy of the Second Amended Plan is available at:
http://bankrupt.com/misc/alsb15-03885-316.pdf
About Brandon Dortch Farms
Headquartered in Bay Minette, Alabama, Brandon Dortch Farms, LLC,
is engaged in the farming business. The Debtor plants, grows and
harvests several crops, including cotton, peanuts, corn, soybeans
and certain "truck" crops on land owned by the Debtor and on rented
land. In order to operate the farm, the Debtor must incur expenses
for seed, fertilizer, chemicals, fuel, insurance, land rent,
equipment maintenance and repairs, among others.
Brandon Dortch Farms filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Ala. Case No. 15-03885) on Nov. 25, 2015, listing
$4.55 million in total assets and $8.23 million in total
liabilities. The petition was signed by Timothy Brandon Dortch,
managing member.
Judge Henry A. Callaway presides over the case. Lawrence B. Voit,
Esq., at Silver, Voit & Thompson P.C., serves as the Debtor's
bankruptcy counsel.
On April 7, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
BRENDA ROBINSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Brenda Robinson Associates New York Inc.
389 Monroe Street
Brooklyn, NY 11221
Type of Business: Brenda Robinson Associates operates a rental
business in Brooklyn, New York. The Company
owns in fee simple interest a two-family
residential home (currently occupied by
tenants), valued by the Company at $1.15
million. The Company previously sought relief
under Chapter 7 of the Bankruptcy Code on Feb.
8, 2017 (Bankr. E.D.N.Y. Case No. 17-40556).
That case was dismissed by Judge Elizabeth S.
Stong on June 16, 2017.
Chapter 11 Petition Date: October 18, 2017
Case No.: 17-45384
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Rachel Blumenfeld, Esq.
LAW OFFICE OF RACHEL S. BLUMENFELD
26 Court Street, Suite 2220
Brooklyn, NY 11242
Tel: (718) 858-9600
Fax: (718) 858-9601
E-mail: rblmnf@aol.com
Total Assets: $1.15 million
Total Liabilities: $1.62 million
The petition was signed by Joel Salcer, president.
The Debtor's list of 20 largest unsecured creditors has a single
entry: LNV Corporation holding a claim of $181,319.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb17-45384.pdf
BREVARD EYE: SummitBridge Spat, Hurricane Irma Delay Plan Filing
----------------------------------------------------------------
Brevard Eye Center, Inc. and its affiliates ask the U.S. Bankruptcy
Court for the Middle District of Florida to further extend the
period within which only the Debtor can file a plan until Dec. 16,
2017, and the period within which only the Debtor can solicit
acceptance of the plan by an additional 60 days.
As reported by the Troubled Company Reporter on Sept. 4, 2017, the
Court extended the exclusivity period within which the Debtors may
file a plan until Oct. 17, and set the deadline for the Debtors to
obtain acceptances of that plan to Dec. 18.
On June 28, 2017, the Debtors and SummitBridge commenced a
Court-approved mediation process, which ultimately was
unsuccessful. The Mediator filed a Notice of Impasse on August 15,
2017. Two days later, on August 17, SummitBridge filed its Motion
to Dismiss or Convert Cases.
Brevard tells the Court that, since the filing of the motion to
dismiss, the Debtors have been focused on preparing for the trial
of this matter, responding to multiple discovery requests from
SummitBridge, preparing for and engaging in deposition discovery,
and complying with the increased reporting requirements required in
this case, all in addition to the Debtors' normal reporting
requirements and handling the day to day operations of the Debtors'
businesses as they work diligently to improve collections, increase
revenues, reduce expenses and improve their operations and overall
financial condition. Additionally, Hurricane Irma forced the
closure of the offices of the Debtors and Debtors' counsel for
several days, delaying several matters. For these reasons, the
Debtors have been unable to file a Plan of Reorganization following
the conclusion of mediation.
Upon the resolution of the motion to dismiss, which the Debtors
firmly believe is without merit, the Debtors will turn their
attention to preparing and filing their plan and supporting
disclosure statement.
The Debtors cite these factors to justify extension of the
Exclusivity Periods:
a. the size and complexity of the case weighs in favor
of extending the Exclusivity Period. The jointly
administered cases and the presently pending eight-count
Adversary Action are substantial and complex;
b. the necessity of sufficient time to negotiate and prepare
adequate information, also weighs in favor of extending
the Exclusivity Period. The case, the adversary action,
and the disputes involved are complex and sufficient time
is needed to attempt to seek a resolution and to
negotiate and prepare the terms of a confirmable Plan of
Reorganization. Moreover, since the Court granted the
prior extension of the Exclusivity Period on Aug. 25,
2017, the Debtors have been required to spend most of
their time working on matters relating to the
SummitBridge motion to dismiss;
c. the existence of good faith progress toward
reorganization, weighs in favor of extending the
Exclusivity Period. The Debtors and SummitBridge engaged
in mediation which recently concluded, and the Debtors
recently brought on a new CEO with the specific goal of
improving the Debtors' collections, increasing revenues,
reducing expenses and improving the Debtors' operations
and overall financial condition so that they can submit a
confirmable Plan of Reorganization;
d. the Debtor has resumed paying debts as they come due and
is current on the majority of its debts and obligations,
and as well has started paying down certain post-petition
arrearages;
e. the Debtor has demonstrated in recent months its ability
to cut costs and generate revenue to cure arrearages
necessary for a viable Plan;
f. while the Debtors and SummitBridge have been unable to
reach an agreement, the Debtors have had little dispute
with other creditors;
g. the Exclusivity Period has been extended only
once in this case;
h. the Debtor is seeking an extension so that SummitBridge's
motion to dismiss can be resolved and the Debtors can
devote the time necessary to preparing their Plan and
Disclosure Statement; and
i. resolution of the motion to dismiss prior to the Debtors
filing their Plan is prudent.
About Brevard Eye Center, et al.
Brevard Eye Center Inc., Brevard Surgery Center Inc., Medical City
Eye Center, P.A. and THMIH, Inc., own and operate four retail
optometry centers and clinics and a surgical center. The optometry
centers and clinics are located in Melbourne, Merritt Island, Palm
Bay, and Orlando, Florida. The surgical center and the corporate
offices are located in Melbourne, Florida.
Brevard Eye Center operates three of the four optometry centers,
Medical City Eye Center operates only the Orlando optometry center,
and Brevard Surgery Center operates the surgical center. THMIH
owns the real estate leased to the surgical center/corporate
offices located at 665 S. Apollo Boulevard, Melbourne, Florida.
THMIH also owns the real estate leased to the optometry centers at
250 N. Courtenay Pkwy., Merritt Island, FL and 214 E. Marks St.,
Orlando, Florida.
Medical City Eye Center has been serving East Central Florida as
The Brevard Eye Center for over 28 years and serving Downtown
Orlando as Yager Eye Institute for over 50 years. Dr. Rafael
Trespalacios, an ophthalmologic surgeon, is the 100% owner of
Brevard Eye Center, et al.
Brevard Eye Center, et al., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 17-01828 to
17-01831) on March 21, 2017. The petitions were signed by Dr.
Trespalacios, as president. At the time of the filing, each debtor
estimated its assets at $1 million to $10 million and liabilities
at $10 million to $50 million.
The Debtors are represented by Geoffrey S. Aaronson, Esq., and
Tamara D. McKeown, Esq., at Aaronson Schantz Beiley P.A.
No official committee of unsecured creditors has been appointed.
BUHRE BEVERAGE: Unsecured Non-Insider Claimants to Be Paid in Full
------------------------------------------------------------------
Buhre Beverage Distribution, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of New York.
Allowed unsecured non-insider claims will be paid in full in cash
on the Effective Date. The claims consist of the claim of Local
812 for $28,377 and the claim of NYS Labor Department in the amount
of $370.
The Plan will be funded with the proceeds of the sale of the
Debtor's sales route and amounts due under the note.
To recall, the Debtor, as part of its beverage distribution
business, had exclusive rights to distribute Pepsi products in a
sales route in the Bronx, New York (the "Route"). The Route was
the Debtor's primary asset and it and substantially all of its
other assets were sold to Pelham Bay Beverages (the "Sale" and
"Pelham Bay") pursuant to an order of the Bankruptcy Court. In
connection with the Sale, the Debtor received approximately
$100,000 in up-front cash and a promissory note calling for
payments totaling $512,000 from Pelham Bay to the Debtor. Payments
under the Note by Pelham Bay have been placed into a segregated
account for the Debtor. Payments have been made regularly by
Pelham Bay. The Debtor intends to devote the payments made under
the Note to paying its creditors under the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb14-22048-104.pdf
About Buhre Beverage Distribution
Headquartered in Chappaqua, New York, Buhre Beverage Distribution,
Inc., is a New York Corporation that has been engaged primarily in
the distribution of beverages for many years. The beverages are
supplied by Pepsi-Cola Bottling Company of N.Y., Inc., in
accordance with a distribution agreement pursuant to which Buhre
had exclusive rights to distribute Pepsi products in a sales route
in the Bronx, New York (the "Route").
Buhre Beverage Distribution filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 14-22048) on Jan. 13, 2014,
estimating its assets and liabilities at up to $50,000 each. Anne
J. Penachio, Esq., at Penachio Malara, LLP, serves as the Debtor's
bankruptcy counsel.
BURNETT FAMILY: $75K Sale of Personal Property to MSSY Okayed
-------------------------------------------------------------
Judge Deborah J. Saltzman the U.S. Bankruptcy Court for the Central
District of California authorized Burnett Family Farms, LLC's sale
of substantially all personal property to Maverick Saloon SY, LLC
("MSSY") for $75,000.
A hearing on the Motion was held on Sept. 28, 2017 at 1:30 p.m.
The sale of the Purchased Assets to the MSSY is "as is, where is"
without any representations or warranties whatsoever. The sale is
also free and clear of all liens, claims, encumbrances and
interests (including successor liability claims). Any and all
valid liens will attach to the purchase price in the same order and
priority as those liens attached to the Purchased Assets
prepetition.
The Debtor will pay 3687 Sagunto Street, LLC, $318 per day from
July 1, 2017, to the date that the Debtor relinquishes possession
of the premises it leases from Sagunto. The administrative rent
owed from July 1, 2017 to the date the Order is entered will be
paid within two calendar days of the entry of the order.
The Administrative Rent that accrues after the entry of the Order
will be paid on the first day of the month and if not paid by the
5th day of the month then the Debtor will be in default and Sagunto
may exercise all of its rights under its judgment for unlawful
detainer, relief from stay order, and writ of possession. By
accepting the payment of Administrative Rent, Sagunto will not
waive any of its rights under its judgment for unlawful detainer,
relief from stay order and writ of possession.
The Court waives the stay period under Bankruptcy Rule 6004(h).
About Burnett Family Farms
Burnett Family Farms, LLC, operates the Maverick Saloon, a bar,
restaurant and cabaret, on real property owned by Sagunto at Unit
"D" and "E" of 3687 Sagunto Street, Santa Ynez, California.
Burnett Family Farms sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-11154) on June 26,
2017, estimating under $1 million in both assets and liabilities.
The Debtor is represented by the Law Offices of Louis J. Esbin.
CAPITAL TEAS: Needs More Time to Gauge Profitability, File Plan
---------------------------------------------------------------
Capital Teas, Inc. requests the U.S. Bankruptcy Court for the
District of Maryland to extend the exclusive periods to file a Plan
of Reorganization and obtain acceptances for the plan by 120 days
from their expiration dates through and including March 8, 2018,
and May 7, 2018, respectively.
Pursuant to 11 U.S.C. Section 1121(b), the Debtor's Exclusive
Filing Period and Acceptance Period are slated to expire on
November 8, 2017 and January 7, 2018, respectively.
The Debtor asserts that its case is complex because it operates 12
retail stores in four states and maintains its headquarters and
warehouse locations. Each location has a lease and employees, and
that requires the Debtor to perform a thorough analysis of each
retail location to determine its viability to reorganize.
The Debtor asserts that the volume of retail locations adds a layer
of complexity to this case, thus, it is imperative for the Debtor
to gauge its performance during the peak holiday season to
determine the feasibility of a reorganization.
Although the Debtor is in the earliest stages of its bankruptcy
case, the Debtor tells the Court that it has utilized the time to
reject unprofitable leases with the expectation that the remaining
stores will be able to operate profitably and its web sales will
increase.
The Debtor has filed a Motion to Extend Time to Assume or Reject
Unexpired Leases of Non-Residential Real Property requesting the
Court for a ninety-day extension of the time by which it must move
to assume or reject its unexpired leases.
The Debtor moved expeditiously to renegotiate certain unexpired
leases and to liquidate underperforming stores. The Debtor is
starting to see the results of these efforts and seeks additional
time to allow the process to play out while the Debtor’s
operations increase during its profitable holiday retail season.
The Debtor claims that it has been working closely with its counsel
to prepare adequate information to properly assess the options
available to it. Further, the Debtor assures the Court that in
pursuing these options, the Debtor will seek active involvement
with its creditors, the Committee and other parties in interest.
About Capital Teas Inc.
Capital Teas, Inc. -- http://www.capitalteas.com/-- is a retailer
offering green, white, black, oolong, rooibos, mate, fruit tisane,
and herbal tea products. The Debtor first opened its doors in
2007. Peter Martino is chief executive officer of the Debtor.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 17-19426) on July 11, 2017. Mr.
Martino 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 Robert A. Gordon presides over the case. Lawrence J. Yumkas,
Esq., and Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney &
Mulrenin, LLC, serve as the Debtor's legal counsel.
The U.S. Trustee for Region 4 on July 24 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Capital Teas, Inc. The committee members are:
(1) Julie Minnick Bowden of GGP Limited Partnership; (2) Holger
Lohs of Haelssen and Lyon NA Corp.; and (3) Silvia Rettore of
Dethlefsen & Balk, Inc.
CAPTAIN TRANSPORT: Wants to Use Cash Collateral Until Nov. 21
-------------------------------------------------------------
Captain Transport & Recovery, Inc., and Northland Recovery Bureau,
Inc., filed a motion with the U.S. Bankruptcy Court for the
District of Minnesota seeking for preliminary hearing for the use
of cash collateral on an expedited basis, and authorization to
continue to use cash collateral within the provisions of Section
363, until the final hearing.
The Court will hold a preliminary expedited hearing on the Debtors'
Motion on Oct. 18, 2017 at 9:00 a.m. and a final hearing on Nov.
21, 2017 at 3:30 p.m.
The Debtors require the use of cash collateral in order to carry on
its business activities, to pay for its current operations,
including purchases, insurance, utilities, payroll, and payroll
taxes and rent. The Debtors believe that if they will be able to
operate, on a cash basis, they will be able to obtain a confirmed
plan of reorganization.
Pending the final hearing on the motion, the Debtors anticipate
expending at least $57,500 cash from Oct. 9, 2017 through Nov. 21,
2017.
The Debtors believe that these creditors may have purported liens
in cash collateral: Internal Revenue Service; Wells Fargo Equipment
Financing, Inc.; Well Fargo Bank, N.A.; Itria Ventures, LLC; Fox
Capital Group; Minnesota Dept. of Revenue; Forward Financing, LLC;
Adelman Properties 2, LLC; and Zips Truck Equipment, Inc.
As and for adequate protection, Debtors propose to grant to the
Cash Collateral Creditor (and all creditors having a lien in cash
collateral), a replacement lien or a security interest in any new
assets, materials and accounts receivable, generated from the use
of cash collateral, with the same priority, dignity, and validity
of prepetition liens or security interests, to the extent that it
protects them against diminution of the value of their collateral
as it existed at the time of the commencement of this proceeding.
As additional adequate protection, the Debtors propose:
(1) to maintain insurance on all of the property in which the
Cash Collateral Creditor (and all other secured creditors) claim a
security interest;
(2) to pay all post-petition federal and state taxes,
including timely deposit of payroll taxes;
(3) provide the Cash Collateral Creditor (and all other
secured creditors, upon reasonable notice), access during normal
business hours for inspection of their collateral and the
Debtor’s business records; and
(4) all cash proceeds and income of the Debtor will be
deposited into a Debtor in Possession Account.
A full-text copy of the Debtor's Motion, dated October 13, 2017, is
available at http://tinyurl.com/ya5y7dzp
About Captain Transport
Captain Transport & Recovery, Inc., is a privately held
transportation company in Burnsville, Minnesota, that provides
cargo loading and unloading services. Captain Transport, a small
business debtor as defined in 11 U.S.C. Section 101(51D), is the
fee simple owner of a real property located at 1800 Highway 13 W,
Burnsville, MN, valued by the Company at $1.2 million. The Company
posted gross revenue of $925,880 in 2016 and gross revenue of
$883,637 in 2015.
Captain Transport & Recovery, Inc., and Northland Recovery Bureau,
Inc., filed Chapter 11 petitions (Bankr. D. Minn. Case Nos.
17-33195 and 17-33196) on Oct. 9, 2017. Joint administration of
the cases is currently pending before the Court.
Captain Transport's petition was signed by its president and CEO,
Kayihan Serant. At the time of filing, the Captain Transport had
$1.53 million in total assets and $1.88 million in total
liabilities.
The case is assigned to Judge William J Fisher.
The Debtors are represented by John D. Lamey, III, Esq. of the
Lamey Law Firm, P.A.
CARDIAC CONNECTIONS: Seeks Authorization to Use Cash Collateral
---------------------------------------------------------------
Cardiac Connections Home Health Care Nursing Services Corp. seeks
authorization from the U.S. Bankruptcy Court for the Eastern
District of Virginia for the use of cash collateral.
A substantial portion of the Debtor's revenue comes from services
provided to beneficiaries under programs administered by various
United States agencies, such as Medicare, Medicaid, and the
Department of Veterans Affairs.
Following the provision of services, the Debtor submits claims for
payment from the relevant United States agency. Allowed claims are
then processed and paid after the claim is approved. Thus, there
are prepetition payments that are currently due to the Debtor from
United States agencies for services that the Debtor provided prior
to the Petition Date.
The Debtor further seeks authorization to grant adequate protection
to the United States in the form of certain replacement set-off
rights and replacement secured claims. Specifically, the United
States will have set-off rights against the amounts that its
agencies owe to the Debtor for services provided post-Petition
Date, to the extent the amount of the Pre-Petition Date Payments
owed is reduced by the payments made by the United States agencies
to the Debtor after the Petition Date.
Further, to the extent that the Post-Petition Date Payments are
insufficient to adequately protect the United States from a
reduction in the Pre-Petition Date Payments, the United States will
have an allowed secured claim under section 506(a) of the
Bankruptcy Code solely to the extent of such deficiency.
A full-text copy of the Debtor's Motion, dated October 17, 2017, is
available at https://is.gd/Vr8M49
About Cardiac Connections
Cardiac Connections Home Health Care Nursing Services Corp.
provides various high quality in-home health care and skilled
nursing services to Richmond and surrounding counties and counties,
which services include observation and assessment of condition;
gastrostomy care; client and family education and management of
disease process; tracheostomy care; preventative measures and
management of chronic diseases; catheter care; management &
evaluation of client care plan; injections; medication education
and management; venipuncture; wound care; iv therapy; home safety
and emergency education; ostomy care; diabetic management and care;
pain management; enteral and parenteral nutrition; nutritional
support; and care and management of left ventricular assist
device.
Cardiac Connections filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 17-35183) on Oct. 16, 2017. Robert S. Westermann, Esq.,
and Rachel A. Greenleaf, Esq., at Hirschler Fleischer, P.C., in
Richmond, Virginia, serve as counsel to the Debtor.
CASA DE MONTGOMERY: Taps David Syme as Legal Counsel
----------------------------------------------------
Casa De Montgomery, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to hire legal
counsel.
The Debtor proposes to employ the Law Offices of David Syme to give
legal advice regarding its duties under the Bankruptcy Code and
provide other legal services related to its Chapter 11 case.
David Syme is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
David M. Syme, Esq.
Law Offices of David Syme
29 Orinda Way, Suite 1843
Orinda, CA 94563
Tel: 925-565-4208
Email: davidmsyme@gmail.com
About Casa De Montgomery Inc.
Casa De Montgomery, Inc. is a single asset real estate (as defined
in 11 U.S.C. Section 101(51B). The Debtor sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No.
17-52075) on August 29, 2017. Frank Podesta, Chairman of the
Board, 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 Stephen L. Johnson presides over the
case.
CES ENERGY: S&P Rates New C$300MM Sr. Unsecured Debt Due 2024 'B'
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'B' issue-level rating and
'4' recovery rating to CES Energy Solutions Corp.'s proposed C$300
million senior unsecured debt issue due 2024.
S&P said, "The net proceeds of the proposed issue, along with funds
drawn on CES' senior credit facility, will refinance CES's existing
senior unsecured debt of the same amount, so our estimate of
average (30%-50%; rounded estimate 40%) recovery for senior
unsecured debt holders is unchanged. Our 'B' long-term corporate
credit rating and stable outlook on CES have also not changed.
"The 'B' corporate credit rating on CES reflects our view of the
company's narrow scope of operations as a consumable chemical
solutions provider, and our expectations that CES' cash flow
metrics, specifically its weighted-average funds from
operations-to-debt ratio, will remain above 20% during our 12-month
outlook period. The recent rebound in crude oil and natural gas
drilling activity, which we assume will continue under our
hydrocarbon price assumptions, underpins our revenue and cash flow
growth assumptions for the company."
RECOVERY ANALYSIS
Key analytical factors
-- S&P is are assigning its '4' recovery rating to the proposed
senior unsecured notes.
-- S&P's recovery analysis also assumes the proposed senior
unsecured notes it is rating will ultimately replace CES' existing
senior unsecured debt, thereby being neutral to the company's
current capital structure.
-- The '4' recovery rating corresponds with an average (30%-50%;
rounded estimate 40%) recovery in a simulated distress scenario,
with no notching to the issue-level rating from the corporate
credit rating.
-- S&P's default scenario takes place in 2020, following a
sustained period of weak crude oil and natural gas prices globally
that leads to a significant reduction in rig counts and associated
decline in the demand for the company's products.
-- S&P has valued the company on a going-concern basis using a
5.5x multiple of its projected emergence EBITDA, which is about 40%
below its five-year average EBITDA.
-- S&P's recovery analysis assumes that secured revolver lenders
are fully covered, and concludes that senior unsecured creditors
could expect average recovery in a default scenario.
Simulated default and valuation assumptions
-- Simulated year of default: 2020
-- EBITDA at emergence: C$49 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): C$257
million
-- Valuation split in % (obligors/non-obligors): 100/0
-- Collateral value available to secured creditors: C$257 million
-- Secured first-lien debt: C$132 million
--Recovery expectations: Not applicable
-- Total value available to unsecured claims: C$124 million
-- Senior unsecured debt and pari passu claims: C$336 million
--Recovery expectations: 30%-50% (rounded estimate 40%)
All debt amounts include six months of pre-petition interest.
RATINGS LIST
CES Energy Solutions Corp.
Corporate credit rating B/Stable/--
Ratings assigned
C$300 mil. sr. unsec. debt due 2024 B
Recovery rating 4(40%)
CHARLES K. BRELAND: Blackburn Remains Trustee's Counsel, Court Rule
-------------------------------------------------------------------
Judge Jerry C. Oldshue of the U.S. Bankruptcy Court for the
Southern District of Alabama issued an order denying Fred Killion's
motion for the court to reconsider its order approving employment
of Blackburn & Conner, P.C., by Richard A. Maples, Trustee, to
provide legal services in connection with the prosecution of a
civil action in Baldwin County, Alabama.
Mr. Killion, an attorney, filed the present motion pro se,
suggesting to the Court that a conflict of interest exists with the
firm of Blackburn & Conner, P.C., being employed to represent the
interest of the Trustee in pursuing the prosecution of the civil
action pending in the Baldwin County Circuit Court, styled Breland,
et al. v. City of Fairhope, Civil Action No. 2013-901096. The law
firm of Blackburn & Conner, as counsel for Debtor Charles K.
Breland and with the consent of the Chapter 11 Trustee, filed its
Response in Opposition to said Motion.
Mr. Killion contends that the Baldwin County Commission's interests
are aligned with the City of Fairhope, the defendant in the Action,
based on a "partnered relationship" regarding subdivisions
constructed within the extra-territorial jurisdiction of Fairhope
within the confines of Baldwin County, thereby potentially placing
Blackburn in the position of representing two clients in the same
litigation whose interests are adverse to one another in violation
of Rule 1.7 of the Alabama Rules of Professional Conduct.
The Court finds that Mr. Killion is not a former or current client
of Blackburn, and thus does not fall within the designated class of
persons under Rule 1.7 to raise this conflict of interest.
Furthermore, Blackburn affirmatively states that it has consulted
with Mr. Breland as the Debtor in this case, the Bankruptcy Estate
through the Chapter 11 Trustee, and Baldwin County, and none of
them have identified any conflict of interest regarding Blackburn's
representation of the estate in the Action. Therefore, Mr. Killion
lacks standing to raise this conflict, and even so, the relevant
parties have assessed the relationships in question and determined
that no conflict exists.
Even if Mr. Killion had standing to raise this conflict, his motion
is due to be denied because, under Rule 1.7, the interests of the
estate are not directly adverse to those of Baldwin County within
the meaning of the rule.
A full-text copy of Judge Oldshue's Order dated Oct. 16, 2017, is
available at:
http://bankrupt.com/misc/alsb16-02272-745.pdf
About Charles Breland Jr.
Charles K. Breland filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Ala. Case No. 16-02272) on July 8, 2016, and is
represented by Eric Slocum Sparks, Esq. of Eric Slocum Sparks PC.
A. Richard Maples, Jr. was appointed as Chapter 11 trustee for the
Debtor.
CHICAGO CENTRAL: Hires Crowe & Dunlevy as Counsel
-------------------------------------------------
Chicago Central, LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Western District of Oklahoma to
employ Crowe & Dunlevy, A Professional Corporation, as general
bankruptcy and litigation counsel for Debtors.
The Debtors require Crowe & Dunlevy to represent the Debtors as
their general bankruptcy and litigation counsel in these cases.
Crowe & Dunlevy lawyers who will work on the Debtors' cases and
their hourly rates are:
Mark A. Craige, Esq. $450
Michael R. Pacewicz, Esq. $335
Lysbeth L. George, Esq. $250
Mr. Hofland $225
The Debtors provided Crowe & Dunlevy with a prepetition retainer of
$90,000.
Mark A. Craige, Esq., shareholder and director with the firm of
Crowe & Dunlevy, PC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
Crowe & Dunlevy may be reached at:
Mark A. Craige, Esq.
Michael. R. Pacewicz, Esq.
Crowe & Dunlevy, PC
500 Kennedy Building
321 South Boston Avenue
Tulsa, OK 74103-3313
Tel: 918.592.9800
Fax: 918.592.9801
E-mail: mark.craige@crowedunlevy.com
michael.pacewicz@crowedunlevy.com
- and -
Lysbeth L. George, Esq.
Crowe & Dunlevy, PC
30562 Braniff Building
324 North Robinson Avenue, Suite 100
Oklahoma City, OK 73102
Tel: 405.235.7700
Fax: 405.272.5203
E-mail: lysbeth.george@crowedunlevy.com
About Chicago Central, LLC
Chicago Central, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D.OK. Case No. 17-13704) on September 15, 2017. The
Hon. Sarah A. Hall presides over the case. Crowe & Dunlevy
represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by William C. Liedtke, III, its manager.
CHRISTOPHER BROGDON: Bell Oaks Facility Selling for $2.1M
---------------------------------------------------------
Christopher F. Brogdon and Connie B. Brogdon ask the U.S.
Bankruptcy Court for the Northern District of Georgia to authorize
the sale of real and personal property located at 3160 Bell Oaks
Circle, Montgomery, Alabama to Elevation Financial Group, LLC for
$2,100,000, less a $150,000 credit for immediate repairs.
The property is a 94-unit senior living facility owned by Oak
Partners Two, LLC, a limited liability company in which the Debtors
own a 100% interest ("Bell Oaks Facility"). Oak Partners owns the
Bell Oaks Facility commonly known as the "Bell Oaks Apartments."
The Debtors believe the fair market value of the property is
approximately $2,100,000 and equal to the proposed purchase price
of $2,100,000, less a $150,000 credit for immediate repairs. The
outstanding balance on the first mortgage held by Wells Fargo, as
Indenture Trustee is approximately $3,535,000. This is a short
sale and a waterfall summary of expected closing costs and net
funds to the secured bondholders will be filed with the Court prior
to the hearing.
In connection with a potential sale of the Bell Oaks Facility, Oak
Partners tried to identify and contact all third party purchasers
that might be interested in pursuing such a transaction. Blueprint
Healthcare Real Estate Advisors, LLC, a sell side advisory Firm
specializing in senior housing nationwide, was engaged exclusively
by Oak Partners to market the Bell Oaks Facility on April 3, 2017.
At the time of initial marketing, the community was severely
distressed with low occupancy in the community. Blueprint took the
community to 3-4 of its distressed asset customers and a winning
Letter of Intent was executed on June 8, 2017 for $2,100,000.
After the customary due diligence period some structural issues
were found at Bell Oaks and the parties agreed to a $150,000
deduction of the purchase price (i.e. $1,950,000).
A Purchase and Sales Agreement was negotiated and executed shortly
thereafter on July 11, 2017 and the transaction is waiting for
approval from both Wells Fargo and the Court to be clear for
closing. Blueprint confidently reports that the winning letter of
intent and the Purchaser of Bell Oaks represented the top value and
purchase price for the asset in the current market.
Oak Partners's efforts culminated in the negotiation and execution
of an asset purchase agreement with Elevation Properties, LLC, for
the purchase of the Bell Oaks Facility pursuant to the terms set
forth in the Asset Purchase Agreement dated July 11, 2017.
The material terms of the APA are:
a. Purchased Assets: All the Seller's real and personal
property located at 3160 Bell Oaks Circle, Montgomery, Alabama
b. Purchase Price: $2,100,000 less a $150,000 credit for
immediate repairs
c. Deposit: Within three Business Days following the Effective
Date, the Purchaser deposited Earnest Money of $100,000 with the
Escrow Agent by wire transfer of immediately available funds.
Following the expiration of the 30-day Inspection Period, the
Purchaser deposited $50,000 with the Escrow Agent.
d. Balance of Purchase Price: At the Closing, the Purchase
Price less the Earnest Money will be deposited into escrow with the
Escrow Agent by wire transfer of immediately available funds and
released to Wells Fargo, as indenture trustee for the secured
bondholders upon Closing.
e. Closing is subject to approval by the Court and approval of
the indenture trustee for the bondholders.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Christopher_Brogdon_89_Sales.pdf
The Debtors believe the Purchase Price proposed to be paid by the
Purchaser represents the fair market value of the Bell Oaks
Facility in light of overall marketing conditions, and an extensive
marketing effort conducted through a recognized broker.
The Purchaser:
ELEVATION FINANCIAL GROUP, LLC
507 N. New York Ave., Suite 300
Winter Park, FL 31789
Attn: Kenneth D. Najour, CEO
Telephone: (407) 215-1350
Facsimile: (407) 215-0061
E-mail: knajour@elevationfinancialgroup.com
- and -
ELEVATION FINANCIAL GROUP, LLC
507 N. New York Ave., Suite 300
Winter Park, FL 31789
Attn: Stuart A. Heaton, COO
Telephone: (407) 215-1350
Facsimile: (407) 215-0061
E-mail: sheaton@elevationfinancialgroup.com
The Seller:
OAK PARTNERS TWO, LLC
Two Buckhead Plaza
3050 Peachtree Road, NW, Suite 355
Atlanta, GA 30305
Attn: Christopher Brogdon
Telephone: (404) 549-4293
Facsimile: (404) 842-1899
E-mail: cfbrogdon@winterhavenhomesinc.com
The Seller is represented by:
Gregory P. Youra, Esq.
HOLT NEY ZATCOFF & WASSERMAN, LLP
100 Galleria Parkway, Suite 1800
Atlanta, GA 30339
Telephone: (770) 661-1510
Facsimile: (770) 956-1490
E-mail: gyoura@hnzw.com
About the Bogdons
Christopher F. Brogdon and Connie B. Brogdon are in the business of
investing in and own various interests in limited partnerships and
closely-held corporations. All of the entities own or lease either
a nursing homes, retirement centers, restaurants, or
retail/offices. The Brogdons also own management companies that
manage the operation of various nursing homes and assisted care
living facilities.
Christopher F. Brogdon and Connie B. Brogdon sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 17-66172) on Sept. 15, 2017.
The Debtors tapped Theodore N. Stapleton, Esq., at Theodore N.
Stapleton, P.C., as counsel.
CHRISTOPHER BROGDON: Fairhope Facility Selling for $6 Million
-------------------------------------------------------------
Christopher F. Brogdon and Connie B. Brogdon ask the U.S.
Bankruptcy Court for the Northern District of Georgia to authorize
the sale of real property located at 108 South Church Street,
Fairhope, Alabama to Noland Fairhope, LLC for $6,000,000.
The property is a 131-bed skilled nursing facility owned by
Fairhope Nursing, LLC, a limited liability company in which Connie
Brogdon owns a 50% interest ("Fairhope Facility"). The property
was built in 1928 and converted to a nursing home in 1980. The
land is leased from the city. The Fairhope Facility is licensed
for 131-beds but the census is currently only 75 residents, has had
minimal net operating income ("NOI") after management fees, and
produced a negative NOI after current lease payments.
The Debtors continue to work with the SEC Monitor to effectuate the
Plan and Consent Judgment entered in the SEC action in the District
Court of New Jersey to liquidate certain entities and assets listed
therein including the Fairhope Facility.
Fairhope Nursing owns the Fairhope Facility, a 131 bed skilled
nursing facility commonly known as "Golden Living Center-Fairhope."
The Fairhope Facility is leased to Fairhope Health and Rehab, LLC
pursuant to the Lease Agreement dated July 28, 2009. The Debtors
believe the fair and reasonable value of the property is equal to
the proposed purchase price of $6,000,000. The outstanding balance
on the first mortgage held by Community Bank is approximately
$4,078,698. A waterfall summary of expected closing costs and net
equity to the Debtors will be filed with the Court prior to the
hearing.
In connection with a potential sale of the Fairhope Facility,
Fairhope Nursing tried to identify and contact all third party
purchasers that might be interested in pursuing such a transaction.
Fairhope Nursing employed Marcus & Millichap Real Estate
Investment Brokerage Company as its broker in connection with the
marketing process on May 4, 2017. Mike Pardoll, a principal of
Marcus & Millichap has contacted all prospective purchasers or
investors. The Purchaser is the only group that has made an offer
and the proposed purchase price of $6,000,000 is more than a fair
and reasonable value for the Fairhope Facility.
Fairhope Nursing's efforts culminated in the negotiation and
execution of an asset purchase agreement with the Purchaser for the
purchase of the Fairhope Facility pursuant to the terms set forth
in the Asset Purchase Agreement dated Sept. 1, 2017.
The salient terms of the Agreement are:
a. Purchased Assets: All the Seller's real and personal
property located at 108 South Church Street, Fairhope, Alabama
b. Purchase Price: $6,000,000 minus a $250,000 Indemnification
Escrow to fund any losses from operations prior to closing as more
specifically set forth in Article IX of the Purchase Agreement.
c. Deposit: Within three Business Days following the Effective
Date, the Purchaser deposited Earnest Money of $125,000 with the
Escrow Agent by wire transfer of immediately available funds.
d. At the Closing, the Purchase Price less the Earnest Money
will be deposited into escrow with the Escrow Agent by wire
transfer of immediately available funds and released to Fairhope
Nursing upon Closing.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Christopher_Brogdon_87_Sales.pdf
The Debtors believe the Purchase Price proposed to be paid by
Purchaser represents the fair market value of the Fairhope Facility
in light of overall marketing conditions, and an extensive
marketing effort conducted through a recognized broker.
The Purchaser:
NOLAND FAIRHOPE, LLC
600 Corporate Parkway, Suite 100
Birmingham, AL 35242
Attn: Gary M. Glasscock
The Purchaser is represented by:
G. Thomas Sullivan, Esq.
CABANISS, JOHNSTON, GARDNER,
DUMAS & O'NEAL LLP
P.O. Box 8603612
Birmingham, AL 35283-0612
The Seller:
FAIRHOPE NURSING, LLC
Two Buckhead Plaza
3050 Peachtree Road, NW, Suite 355
Atlanta, GA 30305
Attn: Christopher Brogdon
The Seller is represented by:
Gregory P. Youra, Esq.
HOLT NEY ZATCOFF & WASSERMAN, LLP
100 Galleria Parkway, Suite 1800
Atlanta, GA 30339
About the Bogdons
Christopher F. Brogdon and Connie B. Brogdon are in the business of
investing in and own various interests in limited partnerships and
closely-held corporations. All of the entities own or lease either
a nursing homes, retirement centers, restaurants, or
retail/offices. The Brogdons also own management companies that
manage the operation of various nursing homes and assisted care
living facilities.
Christopher F. Brogdon and Connie B. Brogdon sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 17-66172) on Sept. 15, 2017.
The Debtors tapped Theodore N. Stapleton, Esq. at Theodore N.
Stapleton, P.C., as counsel.
CHRISTOPHER BROGDON: Summers Landing Facility Selling for $2M
-------------------------------------------------------------
Christopher F. Brogdon and Connie B. Brogdon ask the U.S.
Bankruptcy Court for the Northern District of Georgia to authorize
the sale of real and personal property located at 4821 N. Peachtree
Road, Dunwoody, Georgia to Mountain Creek, LLC for $2,000,000.
The property is a 30-unit assisted care living facility owned by
Tilly Mill Assisted Living, LLC, a limited liability company in
which debtor Connie Brogdon owns a 50% interest ("Summers Landing
Facility"). Tilly Mill owns the Summers Landing Facility commonly
known as "Summers Landing Tilly Mill." The Debtors believe the
fair market value of the property is approximately $2,000,000 and
equal to the proposed purchase price of $2,000,000. The
outstanding balance on the first mortgage held by Fidelity National
Bank is approximately $1,208,208. A waterfall summary of expected
closing costs and net equity to the Debtors will be filed with the
Court prior to the hearing.
In connection with a potential sale of the Summers Landing
Facility, Tilly Mill tried to identify and contact all third party
purchasers that might be interested in pursuing such a transaction.
Tilly Mill employed Marcus & Millichap Real Estate Investment
Brokerage Co. as its broker in connection with the marketing
process on Jan. 1, 2016. Mike Pardoll, a principal of Marcus &
Millichap has contacted all prospective purchasers or investors.
The first offer for $2,100,000 was received in February 2016 but
the buyer terminated while working on a larger transaction. The
only other offer is the current offer with the Buyer for $2,000,000
and is more than a fair and reasonable value for the Summers
Landing Facility.
Tilly Mill's efforts culminated in the negotiation and execution of
an Asset Purchase Agreement with the Purchaser for the purchase of
the Summers Landing Facility pursuant to the terms set forth in the
Asset Purchase Agreement dated Feb. 13, 2017.
The material terms of the APA are:
a. Purchased Assets: All the Seller's real and personal
property located at 4821 N. Peachtree Road, Dunwoody, Georgia
b. Purchase Price: $2,000,000
c. Deposit: (i) Within two Business Days following the
Effective Date, the Purchaser deposited Earnest Money of $25,000
with the Escrow Agent by wire transfer of immediately available
funds. Following the expiration of the 45 day Inspection Period,
the Purchaser will deposit $25,000 with the Escrow Agent.
d. At the Closing, the Purchase Price less the Earnest Money
will be deposited into escrow with the Escrow Agent by wire
transfer of immediately available funds and released to Tilly Mill
upon Closing.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Christopher_Brogdon_88_Sales.pdf
The Debtors believe the Purchase Price proposed to be paid by
Purchaser represents the fair market value of the Summers Landing
Facility in light of overall marketing conditions, and an extensive
marketing effort conducted through a recognized broker.
The Purchaser:
MOUNTAIN CREEK, LLC
5800 Mountain Creek Drive NE
Sandy Springs, GA 30339
Attn: Carol Reynolds
Telephone: (404) 786-440
E-mail: provincevg@gmail.com
The Purchaser is represented by:
Sam E. Thomas, Esq.
SAM E. THOMAS & ASSOCIATES
3715 Northside Pkwy Nw
Bidg 400, Suite 650
Atlanta, GA 30327
Telephone: (404) 350-8227
Facsimile: (404) 350-8626
E-mail: sthomas520@aol.com
The Seller:
TILLY MILL ASSISTED LIVING, LLC
Two Buckhead Plaza
3050 Peachtree Road, NW, Suite 355
Atlanta, GA 30305
Attn: Christopher Brogdon
Telephone: (404) 549-4293
Facsimile: (404) 842-1899
E-mail: cfbrogdon@winterhavenhomesinc.com
The Seller is represented by:
Gregory P. Youra, Esq.
HOLT NEY ZATCOFF & WASSERMAN, LLP
100 Galleria Parkway, Suite 1800
Atlanta, GA 30339
Telephone: (770) 661-1510
Facsimile: (770) 956-1490
E-mail: gyoura@hnzw.com
About the Bogdons
Christopher F. Brogdon and Connie B. Brogdon are in the business of
investing in and own various interests in limited partnerships and
closely-held corporations. All of the entities own or lease either
a nursing homes, retirement centers, restaurants, or
retail/offices. The Brogdons also own management companies that
manage the operation of various nursing homes and assisted care
living facilities.
Christopher F. Brogdon and Connie B. Brogdon sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 17-66172) on Sept. 15, 2017.
The Debtors tapped Theodore N. Stapleton, Esq. at Theodore N.
Stapleton, P.C. as counsel.
CIRCULATORY CENTERS: Seeks January 15 Plan Exclusivity Extension
----------------------------------------------------------------
Circulatory Centers of America, LLC and its affiliates request the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
extend the time during which only the Debtors may file their Plan
of Reorganization until January 15, 2018, and the time in which the
Debtor may procure acceptance of its Plan until March 19, 2018.
Other than for Circulatory Center of West Virginia, Inc., the time
for the Debtors to file a Plan is October 23, 2017. The time for
Circulatory Center of West Virginia, Inc., to file its Plan has
been extended to October 20, 2017.
Prior to seeking an extension, Judge Gregory L. Taddonio extended
the Debtors' exclusive period to file a Plan until October 20, and
the period mandated by Sec. 1121(c)(3) until January 17.
In seeking yet another extension, the Debtors assert that cause
exists to extend the exclusivity periods, because, among other
things, the Debtors are actively negotiating a sale of their
business operations, which sale is integral to any plan of the
Debtors. The Debtors submit that the result of any proposed sale
will have a substantial impact on this Estate.
Furthermore, the Debtors tell the Court that creditor Fifth Third
Bank has sought the appointment of a Chapter 11 Trustee. A hearing
on that Motion will occur on October 27, 2017. As such, the
Debtors require an extension of the exclusivity deadlines.
About Circulatory Centers
Headquartered in Pittsburgh, Pennsylvania, Circulatory Centers,
P.C. and its affiliates -- http://www.veinhealth.com/-- are in the
business of providing varicose vein and spider vein treatment.
Circulatory Centers of America, LLC, provides administrative
assistance for its operating affiliates, Circulatory Center of
Ohio, Inc., Circulatory Center of Pennsylvania, Inc., Circulatory
Centers, P.C., and Circulatory Center of West Virginia, LLC.
Circulatory Centers, P.C., Circulatory Centers of America, LLC,
Circulatory Centers of Ohio, Inc., and Circulatory Center of
Pennsylvania, Inc. (Bankr. W.D. Pa. Case No. 17-22576)
simultaneously filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Pa. Case No. 17-22571, 17-22572, 17-22575, and 17-22576,
respectively) on June 23, 2017. A related entity, Circulatory
Center of West Virginia, Inc., sought bankruptcy protection on Jan.
20, 2017 (Bankr. W.D. Pa. Case No. 17-20211).
Judge Gregory L. Taddonio presides over the cases.
Robert O Lampl, Esq., at Robert O Lampl, Attorney At Law, serves as
the Debtors' bankruptcy counsel.
The Debtors each estimated assets at between $100,000 and $500,000
and its liabilities at between $1 million and $10 million.
The Office of the U.S. Trustee on Aug. 31 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Circulatory Centers of
America, LLC, and affiliates.
CJ MICHEL INDUSTRIAL: Wants to Use Cash Collateral Through Oct. 31
------------------------------------------------------------------
CJ Michel Industrial Services, LLC, seeks permission from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to extend the
Debtor's use of cash collateral through Oct. 31, 2017, to continue
its operations and requests a carve-out for legal fees.
As reported by the Troubled Company Reporter on Oct. 16, 2017, the
Court entered an interim order authorizing the Debtor to continue
the sale of accounts receivable to Gulf Coast Bank And Trust
Company pursuant to receivables purchase agreement and to use cash
collateral. As adequate protection for any diminution in the value
of Gulf Coast's interest in the Cash Collateral, pursuant to 11
U.S.C. Sections 361 and 363, Gulf Coast was granted a lien in the
postpetition collateral of the same type as indicated on its
prepetition UCC-1 filing including accounts receivable generated by
the Debtor's postpetition operations to the extent of the Debtor's
use of cash collateral to the same extent, validity, and priority
as existed on the Petition Date. As additional adequate
protection, the Debtor would continue to account for all cash use,
and the proposed cash use as set forth in the budget is being
incurred primarily to preserve property of the Estate.
The Debtor assures the Court that the relief requested is not
opposed by the Cash Collateral Creditor and Debtor proposes to
provide Cash Collateral Creditor with same adequate protection as
provided in previous orders. The Debtor warns that without
continued use of cash collateral, the Debtor will be irreparably
harmed as cash is essential to continue business operations and pay
employees.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/kyeb17-51611-63.pdf
About CJ Michel Industrial Services
CJ Michel Industrial Services, LLC, has provided staffing and/or
contracting services for customers in the construction and
industrial sector for over 20 years. Services are not limited to
the electrical trade but include OSHA certified, trade licensed and
fully insured low-E, data/communications service technicians,
pipefitters, welders, iron workers, riggers, millwrights, concrete
tradesmen, and general tradesmen.
CJ Michel Industrial Services began to experience cash flow issues
after it borrowed money from nontraditional lending sources which
were primarily merchant cash advance lenders. It has been unable
to reach out-of-court workout agreements with these lenders and
seeks a "breathing spell" to reorganize its business under Chapter
11 of the Bankruptcy Code in order to restructure its debts,
reorganize as a going concern, and maximize value for the benefit
of the creditors of its Estate.
CJ Michel Industrial Services, based in Lancaster, Kentucky, filed
a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug.
10, 2017. In its petition, the Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Clarence J. Michel, Jr., member. The Hon. Gregory R.
Schaaf presides over the case. Jamie L. Harris, Esq., at DelCotto
Law Group PLLC, serves as bankruptcy counsel.
COLORADO PROPERTY: Has Court's Nod to Use Cash Collateral
---------------------------------------------------------
The Hon. Kimberley H. Tyson of the U.S. Bankruptcy Court for the
District of Colorado has entered an order granting stipulated
motion filed by Colorado Property Repair, LLC, and secured creditor
Commercial Credit Group Inc., concerning the Debtor's use of cash
collateral to pay post-petition expenses in the ordinary course of
business and out of the ordinary course of business payments on
orders entered on prior notice to creditors.
CCG is granted postpetition liens against the same types of
property of the Debtor (excluding causes of action arising under
the U.S. Bankruptcy Code), to the same validity, extent and
priority, as existed as of the Petition Date, wherever located,
effective nunc pro tunc as of the Petition Date.
Commencing Nov. 15, 2017, and continuing each month thereafter,
until further court order, the Debtor will remit monthly
postpetition payments to CCG (in the aggregate amount of $4,880 per
month), which payments will be due on the 15th day of each month.
The Debtor will at all times maintain insurance on the equipment
collateral as is required under the security agreements with one or
more insurance companies, and will name CCG as sole loss payee on
the insurance policies. The Debtor will provide CCG with written
evidence of adequate insurance immediately, and upon request.
A copy of the Order is available at:
http://bankrupt.com/misc/cob17-18004-62.pdf
As reported by the Troubled Company Reporter on Sept. 21, 2017, the
Debtor and secured creditor Commercial Credit Group Inc. asked the
Court to grant their stipulated motion concerning the use of cash
collateral and granting of adequate protection. The Debtor
asserted that it requires continued postpetition use of the cash
collateral to operate its business, and that CCG is entitled to
adequate protection for the Debtor's use of the cash collateral.
About Colorado Property Repair
Based in Arvada, Colorado, Colorado Property Repair, LLC, sought
Chapter 11 protection (Bankr. D. Col. Case No. 17-18004) on Aug.
28, 2017. The Debtor's counsel is Lee M. Kutner, Esq., at Kutner
Brinen P.C.
COOLTRADE INC: Taps Kahn & Ahart as Legal Counsel
-------------------------------------------------
CoolTrade, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Arizona to hire Kahn & Ahart PLLC, Bankruptcy Legal
Center (TM) as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm's hourly rates are:
Partners $425
Associates $300
Paralegal Assistants $185
In the event of a successful restructuring or sale of the Debtor,
the firm may apply for a "success fee" in addition to the hourly
rates in an amount to be determined by the court.
Kahn & Ahart and its attorneys have no connection with the
creditors or any other "party-in-interest," according to court
filings.
The firm can be reached through:
James F. Kahn, Esq.
Krystal M. Ahart, Esq.
Kahn & Ahart PLLC
Bankruptcy Legal Center (TM)
301 E. Bethany Home Rd., Suite C-195
Phoenix, AZ 85012-1266
Phone: 602-266-1717
Fax: 602-266-2484
Email: James.Kahn@azbk.biz
Email: Krystal.Ahart@azbk.biz
About CoolTrade Inc.
CoolTrade, Inc. -- http://www.cool-trade.org/-- is the creator of
the CoolTrade system, a fully robotic stock trading technology.
Released in 2004, CoolTrade has provided thousands with technology
for online trading.
The CoolTrade Robotic Automated Trader executes strategies 100% on
its own. The CoolTrade platform was developed by former Microsoft
programmer, Ed Barsano. CoolTrade has partnered with brokers such
as TD Ameritrade, E-Trade, AutoShares, and Interactive Brokers.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-11886) on October 6, 2017.
Edward Barsano, its chief executive officer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of $500
million to $1 billion.
Judge Brenda K. Martin presides over the case.
CREEKSIDE HOMES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Creekside Homes, Inc.
PO Box 315
McMinnville, OR 97128-0315
Type of Business: Creekside Homes is a small business organization
in the home building industry with its principal
place of business located at 219 NE Highway 99W
McMinnville, OR 97128-3305. The Company builds,
designs, constructs, and remodels houses to
clients in Newberg, Forest Grove, McMinnville
City and Sherwood City. The Company possesses
interests in buildings under construction
currently valued at approximately $1 million.
Creekside Homes is licensed with the Oregon
Construction Contractors Board and its CCB# is
193076.
Web site: http://www.creeksidehomes.net/
Chapter 11 Petition Date: October 18, 2017
Case No.: 17-33893
Court: United States Bankruptcy Court
District of Oregon
Judge: Hon. Trish M Brown
Debtor's Counsel: Keith Y Boyd, Esq.
THE LAW OFFICES OF KEITH Y. BOYD
724 S Central Ave #106
Medford, OR 97501
Tel: (541) 973-2422
Fax: (541) 973-2426
Email: ecf@boydlegal.net
keith@boydlegal.net
- and -
Steven R. Fox, Esq.
THE FOX LAW CORPORATION
17835 Ventura Blvd., Suite 306
Encino, CA 91316
Tel: 818-774-3545
Fax: 818-774-3707
Email: srfox@foxlaw.com
Total Assets: $1.1 million
Total Liabilities: $1.13 million
The petition was signed by Andrew Burton, president.
A full-text copy of the petition, along with a list of 20 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/orb17-33893.pdf
DATA COOLING: Has Final OK to Use KeyBank's Cash Collateral
-----------------------------------------------------------
The Hon. Alan M. Koschik of the U.S. Bankruptcy Court for the
Northern District of Ohio has entered a final order authorizing
Data Cooling Technologies LLC to use up to $259,609 of cash
collateral of KeyBank, National Association.
KeyBank believes that it is the only secured creditor of the Debtor
having an interest in the cash collateral. Prior to the initiation
of the case, the Debtor became indebted to, and granted certain
security interests to, KeyBank pursuant to certain loan and
security agreements, including without limitation the following:
i. Revolving Credit Note, dated as of April 27, 2016, in the
maximum amount of $12 million, executed by the Debtor
in favor of the Prepetition Secured Lender, together with
related contractual agreements, as thereafter amended,
supplemented and modified;
ii. Second Amended and Restated Credit Agreement, dated as of
April 27, 2016, by and between the Debtor and Prepetition
Secured Lender, together with related contractual
agreements, as thereafter amended, supplemented and
modified;
iii. Amended and Restated Security Agreement, dated as of
July 17, 2013, by and between the Debtor and Prepetition
Secured Lender, together with related contractual
agreements, as thereafter amended, supplemented and
modified;
iv. Term Promissory Note, dated as of May 11, 2016, in the
amount of $3.2 million executed by the Debtor in favor of
the Prepetition Secured Lender, together with related
contractual agreements, as thereafter amended,
supplemented and modified; and
v. various Subordination Agreements, dated as of Aug. 12,
2016, by and between the Debtor, the Prepetition Secured
Lender and, in each case, William M. Weber, Patrick
Auletta, A. Malachi Mixon, and Mark Mansour.
The Debtor granted KeyBank security interests and liens in
substantially all of its personal property to the extent described
in the Loan Documents, including without limitation the Debtor's
accounts receivable, inventory, equipment, cash, general
intangibles, and the proceeds thereof.
As of the Petition Date, the Debtor was -- and it remains -- in
default of its obligations under the Loan Documents. The total due
to KeyBank under the Loan Documents as of the Petition Date is
approximately $1,933,328, plus interest and costs that have accrued
or may accrue.
Without prejudice to the rights of any other party, the Debtor
acknowledges and agrees that the Credit Obligations and the Loan
Documents constitute valid and binding obligations of the Debtor
and that all of the cash generated by the Debtor's operations
wherever located and all cash generated from asset dispositions
with respect to the prepetition collateral constitute the
Prepetition Secured Lender's cash collateral, and that KeyBank has
a first, valid and perfected security interest in, and lien on, all
of the Debtor's cash collateral and the other prepetition
collateral.
The cash in the possession of the Debtor on the Petition Date or in
accounts of the Debtor on such date, and all proceeds of any
Prepetition Collateral in existence on the Petition Date are
claimed by KeyBank to be proceeds from collection of accounts
receivable or use of other prepetition collateral.
In order to provide adequate protection to KeyBank for the Debtor's
use of cash collateral, the Debtor grants to KeyBank, to the extent
of decrease or diminution in the value of the Prepetition
Collateral resulting from the use, sale or lease by the Debtor,
except and excluding the use of any cash collateral to remit
payments to KeyBank in respect of the Credit Obligations: (i)
valid, binding, enforceable, and perfected first priority adequate
protection liens in all property acquired or created post-petition
and all proceeds thereof, except and excluding avoidance actions
under Chapter 5 of the U.S. Bankruptcy Code and all proceeds
thereof, subject only to the carve-out; (ii) an administrative
expense claim in accordance with Section 507(b) of the Bankruptcy
Code, subject only to the carve-out, with priority over every other
claim allowable under Section 507(a) of the Bankruptcy Code, to the
extent of any Diminution in value of the prepetition collateral
from and after the Petition Date; and (iii) adequate protection
payments as set forth in and to be made in accordance with the
approved budget.
Following the payment of any Adequate Protection Payment, in the
event that the Debtor requests additional funding, KeyBank may, in
its sole and absolute discretion, allow for the usage by the Debtor
of all (or part) of Adequate Protection Payment without such usage
constituting a termination event. Any additional cash collateral
made available to the Debtor, if any, is to be on terms
satisfactory to the Prepetition Secured Lender, in its sole and
absolute discretion.
KeyBank has indicated that it objects to the use of cash collateral
unless it is provided with adequate protection.
A copy of the Final Order is available at:
http://bankrupt.com/misc/ohnb17-52170-84.pdf
About Data Cooling
Data Cooling Technologies LLC is the exclusive North American
licensee of US Patent No. 7753766. The KyotoCooling patented
solution utilizes a heat wheel and an indirect economization
process to produce the most reliable and efficient cooling
technology in the data center industry.
Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data
Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr.
N.D. Ohio Lead Case No. 17-52170) on Sept. 8, 2017. The petitions
were signed by Gregory Gyllstrom, chief executive. The Hon. Alan
M. Koschik presides over the case. The Debtors are represented by
Sean D. Malloy, Esq., of McDonald Hopkins LLC, as counsel.
At the time of filing, Data Cooling estimated assets and
liabilities at $10 million to $50 million. Data Canada estimated
assets of less than $50,000 and liabilities of less than $500,000.
On Sept. 20, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
DELICIAS DE MINAS: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Delicias De Minas Restaurant LLC
dba Delicicias De Minas Restaurant, Inc.
168 McWhorter Street
Newark, NJ 07105
Type of Business: Delicias De Minas Restaurant LLC, a small
business debtor as defined in 11 U.S.C.
Section 101(51D), operates a buffet
restaurant in Newark, New Jersey, offering
Brazilian cuisine.
Case No.: 17-31101
Chapter 11 Petition Date: Oct. 18, 2017
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Stacey L. Meisel
Debtor's Counsel: Herbert B. Raymond, Esq.
HERBERT B. RAYMOND, ESQ.
7 Glenwood Ave, Suite #408
4th Floor
East Orange, NJ 07017
Tel: 973-675-5622
Fax: 1-408-519-6711
E-mail: bankruptcy123@comcast.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Wendel Correa, partner/owner.
A full-text copy of the petition, along with a list of six
unsecured creditors is
available for free at http://bankrupt.com/misc/njb17-31101.pdf
DOMINICA LLC: May Continue Using Cash Collateral
------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts on Oct. 2, 2017, authorized Dominica
LLC's continued use of cash collateral on the same terms and
conditions as previously allowed pending further court order.
The Court earlier authorized the Debtor's use of cash collateral
through the continued hearing which was scheduled for Oct. 2, 2017.
The Debtor was directed to make adequate protection payments to
Endeavor Capital in the amount of $3,000 per month, pending further
order of the Court.
About Dominica LLC
Dominica LLC owns and manages the three family house known and
numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts.
Dominica LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13461) on Sept. 8, 2016. The petition was signed by Evangeline
Martin, manager. The Debtor estimated assets and liabilities at
$500,001 to $1 million at the time of the filing.
Michael Van Dam, Esq., at Van Dam Law LLP, is serving as bankruptcy
counsel to the Debtor.
DOWLING COLLEGE: Exclusive Plan Filing Deadline Moved to Jan. 23
----------------------------------------------------------------
The Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York has extended, at the behest of Dowling
College, the exclusive periods for the Debtor to file a Chapter 11
plan to Jan. 23, 2018, and for the Debtor to soliciting acceptances
of the plan to March 26, 2018.
As reported by the Troubled Company Reporter on July 14, 2017, the
Court previously extended the Exclusive Periods during which only
the Debtor may file a Chapter 11 plan and solicit acceptances
thereto for an additional 90 days -- through and including Oct. 25
and Dec. 26, 2017, respectively. The Debtor sought the 90-day
extension of the exclusive periods to afford ample opportunity for
the filing and reviewing of claims filed against the estate, and to
negotiate the terms of a confirmable Chapter 11 plan with the
Official Committee of Unsecured Creditors and the Lender parties to
the Debtor-in-Possession Multi-Draw Term Loan.
About Dowling College
Dowling College was founded in 1955 as part of Adelphi College's
outreach to Suffolk County, New York. Dowling College became the
first four-year, degree-granting liberal arts institution in the
county. It purchased the former W.K. Vanderbilt estate in Oakdale
in 1962.
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP. Ingerman Smith, LLP, and Smith & Downey, PA, have
been tapped as special counsel. Robert Rosenfeld of RSR
Consulting, LLC, serves as its chief restructuring officer while
Garden City Group, LLC, serves as its claims and noticing agent.
The Debtor has also hired FPM Group, Ltd., as consultants; Eichen &
Dimeglio, PC, as accountants; A&G Realty Partners, LLC, and Madison
Hawk Partners, LLC, as real estate advisors; and Hilco Streambank
and Douglas Elliman serve as brokers.
Judge Robert E. Grossman presides over the Debtor's bankruptcy
case.
The Office of the U.S. Trustee on Dec. 9, 2016, appointed three
creditors of Dowling College to serve on the official committee of
unsecured creditors. The Committee named SilvermanAcampora LLP as
its counsel.
ECOARK HOLDINGS: Grants Executives New Options Awards
-----------------------------------------------------
Effective Oct. 13, 2017, the Compensation Committee of the Board of
Directors of Ecoark Holdings, Inc. issued new options awards in
replacement of existing restricted stock and restricted stock unit
awards previously granted to Peter Mehring and Jay Oliphant.
Mr. Mehring is the president of Zest Labs. Mr. Oliphant is the
Company's corporate controller, principal financial officer and
principal accounting officer.
In addition, the Committee approved new option awards to Messrs.
Mehring and Oliphant that vest over a four-year period to induce
them to accept the Replacement Options; to compensate them for
diminution in value of their Existing Awards as compared to the
Replacement Options; and in consideration of a number of other
factors, including each individual's role and responsibility with
the Company, their years of service to the Company, and market
precedents and standards for modification of equity awards.
The Replacement Options and New Options are designed to better
align Messrs. Mehring and Oliphant's potentially realizable equity
compensation with Company performance. Because the incentive value
of stock options is tied to future appreciation in stock price, the
Committee believes stock option grants will better align the
Company's executive officers and employees' interests with those of
the Company and its stockholders and, as a result, the Committee
intends to utilize options to a greater extent in our equity
compensation program on a going forward basis.
With respect to the Replacement Options, Messrs. Mehring and
Oliphant have agreed to forfeit Existing Awards covering 1,345,000
and 132,640 shares of the Company's common stock, respectively, and
each was granted Replacement Options to purchase an equal number
shares of Company common stock. The exercise price for the
Replacement Options was set at 100% of the fair market value of the
Company's stock price on the effective date of the grants (Oct. 13,
2017). In consideration of Messrs. Mehring and Oliphant's
agreements to forfeit their Existing Awards, the Committee, after
careful deliberation, determined that (i) 100% of Mr. Mehring's
Replacement Options would vest immediately upon grant, and (ii) 50%
of Mr. Oliphant's Replacement Options would vest immediately upon
grant. The remaining portion of Mr. Oliphant's Replacement Options
will vest in 12 equal installments, with the first installment
vesting on Jan. 15, 2018, and additional installments vesting on
the last day of each of the eleven successive three-month periods,
subject to Mr. Oliphant's continued employment by the Company. The
Replacement Options were issued under the Company's 2017 Omnibus
Incentive Plan or 2013 Incentive Stock Plan to correspond with the
plan under which the Existing Awards were issued.
With respect to the New Options, Messrs. Mehring and Oliphant were
granted options to purchase 2,017,500 and 66,320 shares of Company
common stock, respectively, that vest at a rate of 25% per year on
October 13th of each year from 2018 to 2021, subject to Messrs.
Mehring and Oliphant's continued employment by the Company. As
with the Replacement Options, the New Options have an exercise
price set at 100% of the fair market value of the Company's stock
price on the effective date of the grant. The New Options were not
granted under any of the Company's existing equity compensation
plans.
About Ecoark Holdings
Founded in 2011, Ecoark Holdings, Inc. -- http://www.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.
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 in 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.
EPR PROPERTIES: Fitch Affirms 'BB' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has affirmed the ratings of EPR Properties (NYSE:
EPR), including the Long-Term Issuer Default Rating (IDR) at
'BBB-'. The Rating Outlook Is Stable.
Fitch's ratings reflect EPR's consistent cash flows generated by
the company's triple-net leased entertainment, education and
recreation segments, resulting in strong leverage and fixed-charge
coverage metrics for the rating. EPR benefits from generally strong
levels of rent coverage across its portfolio and structural
protections including cross-collateralization among properties
operated by certain tenants.
Credit concerns include significant, though improving, tenant
concentration and the company's investments in asset classes that
may be less liquid or financeable during periods of potential
financial stress and/or have limited alternative uses.
KEY RATING DRIVERS
Growing Niche Sectors: The ratings reflect EPR's focus on investing
in the growing entertainment, recreational and educational sectors.
Approximately 76% of EPR's second quarter 2017 (2Q17) revenues are
derived from tenants in the entertainment (predominantly theater)
or recreation business. Consumer cultural trends toward valuing
experiences over ownership and combining retail sales with
experiences (i.e. experiential retailing) appear to be validating
EPR's portfolio strategy. EPR is also focused on the trend towards
public charter school creation and enrollment.
The company's theater properties are typically well located and
have high-quality amenities, such as luxury seating and
higher-quality food and beverage offerings; however, alternative
uses of this space may be limited or may require significant
capital expenditures to attract non-theater tenants. The recreation
and education facilities are approximately 99% occupied as of June
30, 2017, but the mortgage financeability and depth of the asset
transaction market of these asset classes is less robust than that
of other real estate sectors. Going forward, management intends to
continue to focus on the three investment segments in which it has
a competitive/first-mover advantage and developed an investment
track-record, which Fitch views positively. Management has highly
specialized knowledge within the company's investment segments,
which helps shape the company's longer-term strategy.
Minimal Lease Expirations: From 2017 to 2025, no more than 5% of
total revenue expires in any single year; except for an immaterial
lease expiration in 2018, EPR's education and recreation segments
have no leases expiring until 2024.
Historically, most tenants have chosen to exercise their renewal
options, which has mitigated re-leasing risk and provided
predictability to portfolio-level cash flows, although the dearth
of rental expirations and the propensity to invest in property
capital improvements upon expiration limits the sample size for
evaluating renewal and new lease rental rate changes.
Favorable Debt Maturity Profile: Debt maturities are manageable
with $37 million or 1.3% of total debt maturing through 2019.
Beyond 2018, with the exception of a $25 million financing,
maturities represent solely unsecured debt offerings which are
larger in size but mostly well-spaced. Fitch expects the company
will continue to effectively ladder its debt maturity profile,
which should reduce refinancing risk in any given year.
Tenant/Asset Concentrations: The company's top-10 tenants accounted
for 60% of 2Q17 total revenue, which is well above a select-peer
average of 24%. EPR's largest tenant, American Multi-Cinema, Inc.
(AMC), accounted for 19% of total revenues in the second quarter
and three theater tenants accounted for 33% of second quarter
revenues. On March 31, 2017, Fitch downgraded AMC's parent company
AMC Entertainment's IDR to 'B'/Stable. EPR's largest education
tenants, Imagine Schools, Inc. and Basis Independent Schools, each
accounted for 3% of total revenues in the second quarter. The
company has been expanding its relationships with new charter
school operators to minimize tenant concentration in that segment.
EPR had 61 operators as of June 30, 2017, compared with just one
tenant during the 2010 to 2011 school year.
EPR's largest assets include the $250 million mortgage receivable
on a portfolio of 13 ski resorts related to the CNL Lifestyle
transaction which represents approximately 4% of EPR's gross assets
at cost; No other individual asset represents more than 4% of gross
assets. The company holds approximately $940 million in total
mortgage receivables.
Theater Demand Trends: North American box office revenue has proven
resilient over the past 10 years, growing at a CAGR of
approximately 2.5%. However, ticket price growth, which had
previously offset attendance declines, has decelerated since 2010.
Fitch expects exhibitor industry attendance growth will remain
challenging.
Exhibitors have been improving the customer experience through a
variety of amenities such as luxury seating and new beverage
concepts, which has expanded revenues. Moreover, EPR's theater
portfolio is 100% leased and, since the company's formation in
1997, no theater tenant has missed a lease payment. Despite the
lack of lease payment defaults, EPR has realized negative leasing
spreads upon renewal from time to time, which partially reflects
the limited alternative tenants and uses for the assets.
Evolving Education Segment: EPR is focused on the growing market
for education investments, in particular public charter schools
which represent 12.8% of EPR's annualized NOI as of June 30, 2017;
EPR's total educational portfolio, including private schools and
early childhood education centers, represents 22.5% of its
annualized NOI as of June 30, 2017. The demand for enhanced
education at an early age has resulted in public charter school
enrollment growth nearly tripling over the past 10 years. EPR has
been able to work through charter non-renewals and reduce exposure
to public charter-school operator Imagine, a top-10 tenant for the
company, while expanding to 61 operators portfolio-wide.
The largest investment risk in this segment is the difference
between the charter renewal cycle (typically every five to 10
years) and the average lease term (15-20 years) and the potential
for charter renewals to be based on political or budget factors
rather than financial or performance factors; academic performance
will likely be a primary factor in determining lease renewal, which
is out of EPR's control. Alternative uses for charter school
facilities, should the operator lose its charter and EPR need to
seek an alternative tenant, is largely unproven.
Weaker Unencumbered Asset Coverage: Unencumbered asset coverage of
net unsecured debt (UA/UD) is 1.7x when applying a stressed 12%
capitalization rate to unencumbered NOI. This ratio is weak
compared to EPR's peers with investment-grade IDRs. The company
continues to unencumber its megaplex theater assets, improving the
quality of the unencumbered pool as EPR transitions to a more
unsecured funding model. Nonetheless, EPR's assets generally are
less financeable via the mortgage market and have fewer potential
buyers than more traditional commercial real estate, reflecting the
higher stressed capitalization rate used.
DERIVATION SUMMARY
EPR's leverage was 5.1x for the quarter ended June 30, 2017; FCC
was 3.1x for the TTM ended June 30, 2017.
EPR's closest peers by asset type - focusing on a variety of
service-based retail tenants such as restaurants, theaters,
convenience stores and general merchandise - are similarly rated
and include VEREIT, Inc. (BBB-/Stable), Spirit Realty Capital
(BBB-/Stable), and STORE Capital Corp. (BBB/Stable). EPR's leverage
metrics, low near-term lease expirations, consistent and stable
tenant EBITDAR coverage of rent, and respectable earnings growth
place it solidly in the 'BBB' category. The company's focus on
property types such as entertainment, recreation and educational
facilities, which have fewer mortgage financing options and have
weaker contingent liquidity relative to its peers, are credit
concerns.
KEY ASSUMPTIONS
Fitch's key assumptions within its ratings case for the issuer
include:
-- Annual same-store NOI growth of 1%-2% through 2020. These
increases reflect both contractual rent escalations, rental
renewal rates and occupancy assumptions;
-- Net annual investments of $1.15 billion in 2017 and $625
million annually from 2018-2020 with a yield of 8%;
-- Unsecured bond issuances of $450 million for 2017, $400
million in 2019, and $1 billion in 2020;
-- Equity issuance of $850 million in 2017 and $300 million in
both 2018 and 2019;
-- Approximately $5 million-$10 million of capital expenditures
annually through 2020. Capital expenditures are low due to the
primarily triple-net lease structure and long-term leases.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Fitch's expectation of leverage sustaining below 4.0x (leverage
was 5.1x for the quarter ended June 30, 2017);
- Fitch's expectation of fixed-charge coverage sustaining above
3.0x (coverage was 3.1x for the TTM ended June 30, 2017);
- Increased mortgage lending activity in the theater, recreation
and education property sectors, demonstrating contingent
liquidity for the asset classes.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Fitch's expectation of leverage sustaining above 5.5x;
- Fitch's expectation of fixed-charge coverage sustaining below
2.2x;
- Liquidity coverage sustaining below 1.25x, coupled with a
strained unsecured debt financing environment;
- Material operational deterioration in the movie exhibitor
and/or charter school segments.
LIQUIDITY
Solid Liquidity: EPR's sources of cash exceed its uses by a ratio
of 2.6x for the period beginning July 1, 2017 through Dec. 31,
2018, pro forma for the refinancing of the company's credit
facility, which refinanced a $350 million term loan with a new $400
million term loan, and increased the size of the revolver to $1
billion ($210 million of which was outstanding post-closing) from
$650 million. This results in a liquidity surplus of approximately
$600 million over the period. Fitch defines liquidity coverage as
sources of liquidity (unrestricted cash, availability under the
revolving credit facility, expected retained cash flows from
operating activities after dividend payments) divided by uses of
liquidity (debt maturities, development expenditures, and capital
expenditures).
Well-Staggered Debt Maturity Schedule: The recent refinancing
pushed the maturities of the revolver and term loan to 2022 and
2023, from 2019 and 2020, respectively. As a result, outside of
small mortgages over the next two years, the nearest maturity is
not until $250 million of unsecured notes come due in 2020. Fitch
expects the company to continue to unencumber its portfolio,
occasionally assuming mortgages through acquisitions. Fitch expects
EPR will refinance secured debt with unsecured issuances in the
future. This financial strategy of having a fully unencumbered
portfolio creates the largest possible unencumbered pool, but the
lack of mortgage financing activity calls into question the
contingent liquidity of a large portion of the company's assets.
Fitch would view positively increased mortgage lending activity in
the theater, recreation and education property sectors,
demonstrating contingent liquidity for the asset classes.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
EPR Properties
-- Issuer Default Rating at 'BBB-';
-- Unsecured revolving line of credit at 'BBB-';
-- Senior unsecured term loan at 'BBB-';
-- Senior unsecured notes at 'BBB-';
-- Preferred stock at 'BB'.
The Rating Outlook is Stable.
ESPLANADE HL: Has Until Dec. 15 to Exclusively File Plan
--------------------------------------------------------
The Hon. LaShonda A. Hunt of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended, at the behest of
Esplanade HL, LLC, and its debtor-affiliates the exclusive period
during which only the Debtors may file a plan of reorganization and
solicit acceptance of the plan to and including Dec. 15, 2017, and
Feb. 13, 2018, respectively.
As reported by the Troubled Company Reporter on Oct. 12, 2017, the
Debtor sought the extension, saying that they have not been able to
fully formulate an effective plan. The Debtors argued that absent
the sale of the EHL Property, the Belvidere Property, and the 9501
Property, they are unlikely to generate enough funds to confirm a
plan of liquidation.
About Esplanade HL
Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC, each
filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct.
17, 2016. The cases are jointly administered under Case No.
16-33008. The petitions were signed by William Vander Velde III,
sole member and manager.
Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.
Judge Carol A. Doyle is the case judge.
The Debtors' attorneys are Harold D. Israel, Esq., and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP. A&G Realty
Partners, LLC, was engaged as the Debtors' real estate advisors.
ESTON MELTON: Brochins Buying Coconut Grove Property for $1.4M
--------------------------------------------------------------
Eston Eurel Melton, III, asks the U.S. Bankruptcy Court for the
Southern District of Florida to authorize the sale of his homestead
residence located at 3430 Poinciana Avenue, Coconut Grove,
Miami-Dade County, Florida to Robert M. Brochin and Cristina E.
Brochin for $1,358,000.
The married Debtor is the sole owner of the Property in fee simple.
He is the sole obligor in all mortgages or liens encumbering the
Property.
The Debtor has exempted the Property. The U.S. Trustee was granted
an extension of time to object to exemptions through and including
the time of confirmation or 30 days after the date of the
conclusion of the creditors' meeting in the event that there is a
conversion of the case to another chapter of the Bankruptcy Code.
Earlier, the Court entered an Order Granting Debtor's Amended
Application for Approval of Employment of Real Estate Broker to
market and to sell the Property.
The Debtor has entered into a contract for sale and purchase of the
Property with the Purchasers for a sales price of $1,358,000. The
sale is subject to Court approval. There are two cooperating real
estate brokers on the Contract and the total brokers compensation
is 6% of the total sales price. It is an all cash sale with no
financing contingencies. The closing date for the sale is expected
to be no later than Dec. 21, 2017.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Eston_Melton_66_Sales.pdf
These liens, none of which are disputed, encumber the Property:
a. An escrowing first lien mortgage held or serviced by Ocwen
Loan Servicing, LLC, in the amount of or about $550,000 which has
not filed a proof of claim in the case.
b. A second lien mortgage held by the Debtor's former spouse,
Ruth Melton, in the amount of or about $123,000 who filed secured
Proof of Claim No. 6 in the amount of $122,037.
c. A third lien held by the Internal Revenue Service which
filed bifurcated Proof of Claim No. 4 in the total sum of
$2,174,393 incorporating a secured amount of $1,038,915 and an
unsecured amount of $1,135,478 including a priority claim for
$319,033.
The claims bar date expired on June 5, 2017, and no other party has
filed a claim with an interest in the Property.
The first and second mortgages on the Property will be satisfied at
closing. The third lien of the Internal Revenue Service will be
partially paid up to the balance of the sales proceeds remaining
after payment of the first and second mortgages, the realtor's
sales commissions and other normal closing costs of the sale with
no proceeds going to the Debtor and no proceeds being held in
escrow after closing.
The Debtor believes that $1,358,000 is the highest and best offer
for the Property in the current real estate market. The sale of
the Property is based on the sound business judgment of the Debtor
and is in the best interests of creditors and the estate.
The Purchaser:
Robert M. and Cristina E. Brochin
9201 School House Rd.
Coral Gables, FL 33156
E-mail: cristinabrochin@comcast.net
The Lienholders:
OCWEN LOAN SERVICING, LLC
POB 24738
West Palm Beach, FL 33416-4738
IRS DISTRICT COUNSEL
P.O. Box 9, Stop 8000
51 SW 1 Ave. #1114
Miami FL 33130
Coconut Grove, Florida-based Eston Eurel Melton, III, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 17-11677) on Feb.
12, 2017. The Debtor tapped Peter D. Spindel, Esq., in Miami, as
counsel.
EVAN JOHNSON: Wants More Time to Exclusively File Plan
------------------------------------------------------
Evan Johnson & Sons Construction, Inc., asks the U.S. Bankruptcy
Court for the Southern District of Mississippi for an additional 90
days from the date of an order granting the motion within which to
file a disclosure statement and proposed plan.
Evan Johnson relates that, subsequent to the filing of the
bankruptcy petition, the Debtor, primarily through special counsel
William Blair, Esq., has successfully engaged in extensive
negotiations and settlements with various creditors both in
connection with the Debtor's project at Mississippi State
University and also at the Tibodeaux Regional Medical Center. The
Debtor will, in the immediate future, file motions to approve those
settlements as well as an additional financing motion with its
bonding company that is substantially similar to the financing
motion previously approved by the Court in connection with the
Mississippi State University project.
While the Debtor will urge the Court to approve those settlement
motions and related undertakings, the motions have not yet been
filed and certainly have not been ruled upon. They are also
subject to objections of the entire creditor body.
The Debtor says it is premature to expect the Debtor to file and
prosecute a meaningful disclosure statement and plan of
reorganization that would need to be, even in the best of
situations, changed and amended once the settlements have been
approved or disapproved.
The Debtor assures the Court that it does not seek this extension
for purposes of delay, but rather, to allow the Debtor an
opportunity to fully formulate and file its proposed plan and
disclosure statement. The Debtor says the extension requested will
not result in any undue prejudice to any creditor or other
party-in-interest.
About Evan Johnson & Sons Construction Inc.
Evan Johnson & Sons Construction, Inc., based in Pearl, Miss.,
filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192)
on June 15, 2017. The Hon. Edward Ellington presides over the
case. Craig M. Geno, Esq., at The Law Offices of Craig M. Geno,
PLLC, as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Melanie
Johnson, president.
EVIO INC: ORELAP Will Audit Pesticide & Solvent Testing Equipment
-----------------------------------------------------------------
The Oregon Environmental Laboratory Accreditation Program confirmed
they will perform on-site audits of EVIO, Inc.'s new pesticide and
residual solvent testing equipment and capabilities, as disclosed
in a regulatory filing with the Securities and Exchange
Commission.
ORELAP is scheduled to visit the EVIO Labs Medford Lab on Monday,
Oct. 23, 2017, to complete the on-site assessment associated with
accrediting the new Shimadzu Liquid Chromatograph Mass Spectrometer
and Shimadzu Gas Chromatograph Mass Spectrometer both of which are
used in conjunction in providing state mandated pesticide
compliance testing.
ORELAP is also scheduled to visit the EVIO Labs Portland Lab to
complete the on-site assessment associated with accrediting the
Company's new Gas Chromatograph Mass Spectrometer which will be
used to provide additional capacity for residual solvent compliance
testing. EVIO currently provides residual solvent testing in its
Eugene location. The Company is adding more capacity to meet
increasing customer demand for testing of cannabis extracts and
concentrates.
Upon ORELAP completing their on-site audit, by administrative code
they have up to 30 days to request any corrective actions, if any.
Upon presentation of an acceptable corrective action plan, if
needed, ORELAP will provide an extension of the Company's scope to
provide the additional testing services.
About EVIO, Inc.
Based in Bend, Oregon, EVIO, Inc., formerly known as Signal Bay,
Inc. -- http://www.eviolabs.com/-- is a life science company that
provides accredited analytical testing services and scientific
research to the regulated cannabis industry. The Company's EVIO
Labs division provides state-mandated ancillary services that don't
directly support the supply chain, but are in place to ensure the
safety and quality of the nation's cannabis supply.
At a special meeting of stockholders held on Aug. 30, 2017, the
stockholders of Signal Bay approved, among other things, an
amendment to the Company's Restated and Amended Articles of
Incorporation to change the name of the Company to "EVIO, Inc."
The name change took effect at 12:01 am Sept. 6, 2017.
Signal Bay reported a net loss of $2.55 million for the year ended
Sept. 30, 2016, following a net loss of $1.45 million for the year
ended Sept. 30, 2015. As of June 30, 2017, Signal Bay had $3.97
million in total assets, $3.13 million in total liabilities and
$838,396 in total equity.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, stating that the Company has negative working
capital, recurring losses from operations and likely needs
financing in order to meet its financial obligations. These
conditions raise significant doubt about the Company's ability to
continue as a going concern.
FIDALGO 2010: Hearing on Cash Collateral Use Set for Nov. 3
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has scheduled for Nov. 3, 2017, at 9:30 a.m., a hearing to consider
Fidalgo 2010 LLC's use of cash collateral.
The deadline for responses of the Debtor's cash collateral use is
Oct. 27, 2017.
The Debtor requests an order to use cash collateral for the
purposes of paying ongoing basic operating expenses of the Debtor.
The Debtor has two secured creditors, Mr. Cooper (first lien deed
of trust) and Old Republic National Title Insurance Co. (the
insurer that paid off a second deed of trust and holds a 2nd lien
via its subrogation rights). There are no unsecured creditors.
The Debtor rents the property in question, a single family home
owned by the Debtor but pledged by the principal of the Debtor for
loans previously made to the principal (the Debtor is not directly
obligated on the loans), and receives $2,100 month in rent. The
Debtor is negotiating a longer term lease (other than month to
month) and the tenant is willing to discuss a higher rent
(discussion is for $2,800 mo.) if the Debtor can offer a one-year
or longer lease. However, in the meantime, the Debtor has these
obligations that need to be paid on a regular basis:
Insurance $95
Propane $100
RE taxes $325
Repairs & Maintenance $200
Chapter 11 administrative fees $500
U.S. Trustee quarterly fees $108
------
Total monthly operating expenses: $1,328
The balance of the rents received will remain on hand pending a
plan or payment agreements with the two lienholders for adequate
protection payments.
Rent has not yet been received for October, but is due shortly, and
post-petition rents received will be held pending hearing on this
motion. The Debtor was advised to set up a separate bank account
for the Debtor and this Chapter 11 at the time of filing, and all
rents be deposited therein and accounted for on the U.S. Trustee
Monthly reports. The Debtor was using a separate account in the
name of the debtor/principal of the Debtor, and reporting all
income on the principal's Form 1040 Schedule C. The Debtor
requests the Court enter an order authorizing the use of cash
collateral for the payment of regular post-petition operating
expenses.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/wawb17-14004-14.pdf
About Fidalgo 2010 LLC
Based in Leavenworth, Washington, Fidalgo 2010, LLC, filed a
Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-14004) on Sept.
12, 2017. Larry B. Feinstein, Esq., at Vortman & Feinstein, P.S.,
represents the Debtor as counsel. The Debtor declared less than $1
million in both assets and liabilities.
FINJAN HOLDINGS: Presents at the Dawson James Annual Conference
---------------------------------------------------------------
Finjan Holdings, Inc. presented at the Dawson James Conference at
the Wyndham Grand Hotel in Jupiter, Florida on Oct. 19, 2017, at
10:30 a.m. ET. Michael Noonan, Finjan's CFO, participated in the
presentation and meeting with investors.
About Finjan
Established nearly 20 years ago, Finjan -- http://www.finjan.com/
-- is a cybersecurity company. Finjan's inventions are embedded
within a strong portfolio of patents focusing on software and
hardware technologies capable of proactively detecting previously
unknown and emerging threats on a real-time, behavior-based basis.
Finjan continues to grow through investments in innovation,
strategic acquisitions, and partnerships promoting economic
advancement and job creation.
Finjan reported a net loss attributable to common stockholders of
$6.43 million for the year ended Dec. 31, 2016, a net loss
attributable to common stockholders of $12.60 million for the year
ended Dec. 31, 2015, and a net loss of $10.47 million for the year
ended Dec. 31, 2014.
As of June 30, 2017, Finjan had $43.42 million in total assets,
$7.64 million in total liabilities, $18 million in Series A-1
preferred stock and $17.77 million in total stockholders' equity.
"Our cash requirements are, and will continue to be, dependent upon
a variety of factors. We expect to continue devoting significant
capital resources to the litigations in process and any other
litigation we pursue. We also expect to require significant
capital resources to maintain our issued patents, prosecute our
patent applications, acquire new technologies as part of our growth
strategy, and attract and retain qualified personnel on a full-time
basis," said the Company in its quarterly report for the period
ended June 30, 2017.
FTE NETWORKS: Expects Third Quarter Revenues of $75 Million
-----------------------------------------------------------
FTE Networks, Inc., provided a shareholder update on its business
outlook.
Dear Shareholders:
We would like to take this opportunity to update you on the
advances that we have made in the nine months ending 9/30/17, and
provide management's outlook for the remainder of this year and
into 2018. In 2017, we have made considerable progress in
delivering on our growth initiatives and on our goal to become a
"One-Stop Shop" for technology, telecommunications, and general
contracting. Following the Company's April 2017 transaction with
Benchmark Builders, Inc., ("Benchmark"), a company with $389
million in revenue and $32.8 million in pro forma adjusted EBITDA
in 2016, we believe we are an undervalued technology company
compared to our peers. Our combined companies provide a platform
for significant growth as we leverage the market opportunities that
each subsidiary provides to our overall expansion strategy.
The company continues its upward growth trajectory into third
quarter with tremendous improvement over second quarter 2017.
Third Quarter Financial Highlights
* Anticipate revenues in excess of $75 million with an increase
in gross margin due to operational efficiencies, successful
integration of Benchmark Builders and operating leverage as
we grow top line revenues
* Combined backlog in excess of $325 million
* Refining our brand - FTE operates three distinct and
synergistic entities with eight lines of business through our
wholly owned subsidiaries
- FTE Network Services - Telecom and Technology
Infrastructure Services
- CrossLayer - Managed Network Services and Technology
Solutions
- Benchmark Builders - General Contracting
* Company continues to invest in its cutting edge disruptive
technology offered through CrossLayer, Inc. and has invested
over $4 million to date
Recent Business Highlights
* Won three new projects that include infrastructure and
technology expansion
* These announced new contracts are valued at a combined
$61.6MM
* Continuing to expand footprint and services to Fortune
100/500 clients
* Continuing efforts to list on major stock exchange
As part of its ongoing commitment to strengthen its communication
with its shareholder base, the Company plans to continue engaging
stakeholders in meaningful dialogue via investor conferences and
other communication channels.
What we do - FTE Network Services provides network infrastructure
solutions for the telecom and technology sectors. CrossLayer, Inc.
offers managed network services with a first-of-its-kind advanced
network and cloud platform. Benchmark is a premier, full-service
interior and general contracting company. We offer general
contract management, and provide end-to-end design, build and
support solutions for state-of-the-art networks and commercial
properties, to create the most transformative smart platforms and
buildings. Overall, we operate eight lines of business, including
Data Center Infrastructure, Fiber Optics, Wireless Integration,
Network Engineering, Internet Service Provider, General Contracting
Management, and General Contracting.
We are excited about the opportunities ahead of us, and we want to
highlight some of them for you, beginning with five fast-growing
markets estimated to reach $576 billion by 2021. According to
Cisco Systems, demand for increased internet speed will grow by
300% over the next four years. Our three businesses complement and
enhance one another to provide end-to-end solutions to clients
facing these increasing demands for bandwidth. All three
subsidiaries are profitable. In the first half of 2017, the
Company recorded $10.5 million in one-time non-recurring cash and
non-cash expenses, primarily related to the closing of the
Benchmark transaction. On an adjusted basis, net income was $1.5
million. Moreover, the Company has Invested $4.0 million in
CrossLayer to-date.
Our businesses are predicated on smart design and consistent
standards that reduce deployment costs and accelerate delivery of
innovative projects and services. We work with Fortune 100 and 500
companies, including some of the world's leading communications
services providers. Clients include AIG, Credit Suisse, Dow Jones,
ESPN, FINRA, Google, Morgan Stanley, and the NYSE, to name a few.
Clients have responded enthusiastically to our One-Stop Shop
concept. We have strong market share in key markets such as New
York City, and are aggressively pursuing and opening new markets.
Fast-Growing Markets
We currently service five markets anticipated to grow to $576B by
2021. The In-Building Wireless Market is forecasted to grow at 28%
from $4.8 billion in 2015 to $16 billion in 2020, according to
market research firm, Markets and Markets. The Global Smart
Buildings Market is forecasted to grow at 30% from $7 billion in
2014 to $36 billion in 2020. The Network Infrastructure (Fiber)
Market is forecasted to grow from $130 billion in 2017 to $150
billion in 2021. The Data Center Market is forecasted to grow from
$130 billion in 2017 to $170 billion in 2021. Our fifth and largest
market, US Commercial Construction, is a $204 billion market
forecasted to grow at 10% per year.
Benchmark Complements and Enhances Our Consolidated Business
The addition of Benchmark has catapulted us to a new level of
visibility and opportunity. Benchmark was ranked No. 6 among the
top general contractors for alteration and renovation projects,
based on initial estimated costs listed in New York City Department
of Building permits filed between January 2012 and March 2017. The
ranking appears in the May 2017 issue of The Real Deal, considered
the leading source of New York real estate news.
To date in 2017, Benchmark has won eight new interior projects,
augmenting the combined backlog of $346.7 million that FTE and
Benchmark had as of June 30, 2017. Benchmark continues to expand
its reach in the New York City market. In total, the new projects
represent approximately 820,000 square feet of build-outs. All
eight projects are located in New York City and its surrounding
boroughs, and are expected to be completed by year-end 2017.
Demand for Smart Buildings Drives Demand
for Our Services - Crosslayer is the Key
We are focused on a big problem in the market. A 2015 study by
Wired Score found that, for office workers, "reliable connectivity
is the #1 most important influencing factor in selecting office
space, ahead of transportation, location, amenities, views, and
environmental sustainability." The technology for delivering this
immediate access has become known as "Edge Computing." Edge
Computing technology enables the cost-effective development of
in-building and on-campus networks that commercial property
developers can own, operate, and monetize. Edge Computing
technology is efficient, flexible, scalable, and secure.
We believe that new imperatives for smart building networks will
continue to drive demand for our horizontally integrated services.
These imperatives include:
* That the real estate sector has been challenged to evolve in
an increasingly networked world, with tenants expecting rapid
broadband and Wi-Fi, as businesses become more data-driven,
and as consumers depend on internet-delivered entertainment
and other applications.
* There is no clear "blueprint" for building owners to
implement a cost-effective and future-proof smart building.
* Our Edge Computing solution, CrossLayer, efficiently uses
low-cost commodity servers that enable new capabilities and
scaling through upgradable, open source software releases in
a way that is similar to visiting the App Store to select new
features.
* CrossLayer can occupy a small space and still enable
network, cloud, content and data to converge into a single
network platform in an environment that evolves with
technology.
* Our Edge Computing architectures are flexible and able to
support a wide range of applications to address the needs of
many diverse industries.
* Large commercial buildings can use CrossLayer for a wide
range of smart building applications and security, ranging
from HD video monitoring to power, HVAC control and locally
secure IoT (the internet of things) device gateways.
* Our Edge Computing solution, CrossLayer, allows property
managers to optimize efficiency.
Many Opportunities for our Inside Plant
and Outside Plant Businesses
At the parent company level, FTE Networks is leveraging its
technology expertise and Benchmark's position in the New York City
market to maintain its strong growth momentum and realize synergies
among and across the three entities. Specifically, to drive
organic growth, we remain focused on high-growth markets such as
New York City and Denver, where we have already developed a strong
presence. At the same time, we continue to see opportunities in
new markets, as more companies recognize the benefits of our
One-Stop Shop concept, as well as our strength in Edge Computing.
Our momentum continues as we expand our footprint in the Midwest
and South, for instance.
One example of this is within our Inside Plant operating group at
FTE Network Services. We have been awarded a new contract by a
Fortune 2016 Global 500 telecom company for Inside Plant work. This
client is a company we've worked with previously and they've chosen
to work with us again because of their first-hand experience with
the peerless quality of our services, our performance, our
transparency, and our commitment to deadlines.
We also secured two new master services agreements (MSAs) with new
local exchange carriers (LECs) earlier this year. The new MSAs
expand our footprint in the Midwest and South and add to our
Outside Plant (OSP) line of business. Work on the projects is
expected to commence in the last quarter of 2017, with revenue
expected to be recognized during the final 2017 quarter, as work is
completed.
These new agreements cover projects in Michigan, Oklahoma,
Tennessee and Wisconsin, among other states. Michigan, Oklahoma,
Tennessee and Wisconsin are all new markets for us, as we continue
to focus on expanding our footprint. One of the LECs ranks among
the top ten LECs in the country, providing 1.2 million connections
to high-speed internet, phone and TV entertainment services in
nearly 900 metropolitan, rural and suburban communities. The other
is a leading provider of data, video and voice services to
commercial and consumer customers in 29 states, a Fortune 500
company and a member of the S&P MidCap 400.
Six Months Ended June 30, 2017
As a result of our initiatives, including our integration with
Benchmark, we reported $50.7 million in consolidated revenues for
the three months ended June 30, 2017, up from $3.2 million reported
for the same period in 2016. We reported gross profit of $8.3
million, compared to $1.2 million recorded in 2016.
The increase in revenues is primarily attributable to the
Benchmark's integration. Specifically, Benchmark generated revenue
of $43.1 million for the period April 21, 2017 through June 30,
2017. As of June 30, 2017, we had a backlog of unfilled contracts
and master service agreements of approximately $346.7 million,
consisting of $195.4 million of Benchmark's backlog.
Laying the Groundwork for an Uplisting to National Exchange
With our stronger operating structure, significantly increased
revenue, and enhanced opportunities, we believe it is time to focus
on listing our shares on a national exchange, and we plan to
initiate efforts in furtherance of this goal. We believe that
listing on a national exchange will enhance our visibility within
the investment community and broaden the base of potential
investors in our common stock. A national uplisting will also
expand our ability to obtain coverage from investment banks and
sell-side analysts. We also believe a national listing will boost
our profile with institutional funds and attract institutional
shareholders, as well as the participation of stock brokers and
financial advisors at many firms that are otherwise restricted from
trading in our common stock because it is not listed on a national
exchange. With the fundamental growth of the Company, coupled with
the vast market we have entered, we believe our common stock will
be attractive to many new investors.
In Conclusion, We Are Optimistic About Our Opportunities
In conclusion, as a result of the groundwork we have laid and the
fact that we have approximately $98 million in revenues and $1.5
million in adjusted net income in the first half of 2017 and
anticipate a tremendous increase in revenue and profitability in
the second half of 2017, we believe we are well on our way to
becoming a leading small-cap growth and value play. Upon listing
on a national exchange, we are confident that more investors will
recognize, and be able to participate in, our growth.
Finally, we look forward to another exciting year, filled with many
anticipated milestones and achievements. We would like to remind
you that management is dedicated to delivering shareholder value by
growing the Company. Thank you for your continued commitment to
FTE Networks. Please do not hesitate to contact us directly with
any additional questions.
Sincerely,
Michael Palleschi
President and CEO
Media and Investor Relations:
FTE Networks, Inc.
999 Vanderbilt Beach Rd., Suite 601
Naples, FL 23108
(877) 850-4308
ir@ftenet.com
OTCQX:FTNW
About FTE Networks
FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint. Since its inception, FTE Networks has steadily advanced
its management, operational and technical capabilities to become a
leading provider of services to the telecommunications and wireless
sector with a focus on turnkey solutions. FTE Networks provides a
comprehensive array of services centered on quality, efficiency and
customer service. Beacon Enterprise closed its merger with Focus
Venture Partners, Inc., on June 19, 2013, with Focus continuing as
the surviving corporation. Beacon Enterprise officially changed
its corporate name to FTE Networks in April 2014.
FTE Networks reported a net loss attributable to common
shareholders of $6.31 million on $12.26 million of revenues for the
year ended Dec. 31, 2016, compared to a net loss attributable to
common shareholders of $3.63 million on $14.38 million of revenues
for the year ended Sept. 30, 2015. As of June 30, 2017, FTE
Networks had $139.04 million in total assets, $126.46 million in
total liabilities and $12.57 million in total stockholders' equity.
GARBER BROS: May Continue Cash Collateral Use Through Jan. 12, 2018
-------------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts for the District of Massachusetts has
authorized Garber Bros., Inc., to use cash collateral of Citizens
Bank, N.A., Zurich American Insurance Company, and the
Massachusetts Department Revenue through Jan. 12, 2018.
A hearing on the Debtor's cash collateral use is scheduled for Jan.
9, 2018, at 10:15 a.m.
The Debtor will file a budget for further use of cash collateral by
Dec. 27, 2017, at 4:30 p.m.
Objections to the cash collateral use must be filed by Jan. 2,
2018, at 4:30 a.m.
As reported by the Troubled Company Reporter on Aug. 21, 2017, the
Court previously authorized the Debtor to use cash collateral
through Oct. 6, 2017. The Debtor would reserve and escrow the
amount of $66,000 on account of the motion by certain asserted
creditors to compel disgorgement of non-estate property and pending
the disposition of the motion.
About Garber Bros.
Garber Bros., Inc., is a greater Boston convenience store
distributor. It abruptly closed its doors on April 10, 2017, and
ceased operations.
Alleged creditors signed an involuntary Chapter 7 petition for
Garber Bros. (Bankr. D. Mass. Case No. 17-11802) on May 15, 2017.
The petitioning creditors are BIC USA, Conagra Brands, Inc.,
General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA,
The Coca-Cola Company, and The Hershey Company. The petitioning
creditors are represented by Janet E. Bostwick, at Janet E.
Bostwick, PC.
On June 7, 2017, the Court granted the Debtor's motion to convert
the case to Chapter 11. Murphy & King, PC, is the Debtor's
counsel, and Argus Management Corporation serves as the Debtor's
financial advisor.
On June 28, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors. The Committee is represented by Blakeley
LLP.
GATSBY'S MEN: Has Final Nod to Use JPMorgan Chase's Cash Collateral
-------------------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas has entered an agreed final order granting
Gatsby's Men Wear, LLC, authorization to use cash collateral of
JPMorgan Chase Bank, N.A.
The Debtor will pay JPMorgan Chase 20% of the gross proceeds of
non-consignment inventory (exclusive of sales taxes) as
compensation for the diminution of value of its collateral that
will occur because JP Morgan will not receive replacement liens on
the consignment inventory and its collateral will be liquidated
over time. The payment will be made monthly on the same date as
the regular payment is due. The payment will be based upon the
prior months non-consignment sales beginning in November 2017 and
continuing until further order of the Court.
A replacement perfected security interest under Section 361(2) of
the U.S. Bankruptcy Code to the extent JPMorgan Chase's cash
collateral is used by the Debtor, to the extent and with the same
priority in the Debtor's post-petition collateral, and proceeds
thereof, that JPMorgan Chase held in the Debtor's pre-petition
collateral.
To the extent the adequate protection provided for hereby proves
insufficient to protect JPMorgan Chase's interest in and to the
cash collateral, JPMorgan Chase will have the right to assert a
claim as allowed pursuant to 11 U.S.C. Section 507(b).
A copy of the Order is available at:
http://bankrupt.com/misc/txwb17-10785-77.pdf
As reported by the Troubled Company Reporter on July 10, 2017, the
Debtor filed a motion seeking court authorization to use cash
collateral for payment of necessary and appropriate business
expenses, including, but not limited to professional fees and
quarterly fees to the U.S. Trustee.
About Gatsby's Men Wear
Gatsby's Men Wear, LLC, a small business debtor as defined in 11
U.S.C. Section 101(51D), is a clothing retailer in Bee Cave, Texas.
It tailors and sells men's wear clothing. The company was formed
on March 26, 2013 and operates two retail stores. It has been
operating profitably in The Hill Country Galleria since inception.
The Company expanded and opened a second location in Barton Creek
Mall in late 2016, and has been struggling financially since then.
Gatsby's Men Wear filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 17-10785) on June 26, 2017. The petition was signed by
Larry M Claybough, president. At the time of filing, the Debtor
estimated under $50,000 in assets and $1 million to $10 million in
liabilities. The case is assigned to Judge Tony M. Davis. The
Debtor is represented by Frederick E. Walker, Esq., at Frederick E.
Walker PC.
GEK REALTY: Taps Pick & Zabicki as Special Counsel
--------------------------------------------------
GEK Realty and Home Improvement LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire Pick
& Zabicki LLP as its special counsel.
The firm will assist the Debtor in the potential sale or
disposition of its single-family residential property located at
2750 Pearsall Avenue, Bronx, New York; and to address issues
concerning the secured claim of BHMPW Funding LLC.
The hourly rates charged by the firm range from $350 to $425.
Pick & Zabicki is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Douglas J. Pick, Esq.
Pick & Zabicki LLP
369 Lexington Avenue, Suite 1200
New York, NY 10017
Phone: 212-695-6000
Fax: 212-695-6007
About GEK Realty and Home Improvement
GEK Realty and Home Improvement LLC, based in Saint Albans, New
York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
17-40228) on Jan. 19, 2017. In its petition, the Debtor estimated
$1 million to $10 million in both assets and liabilities. The
petition was signed by Gregory Carmichael, managing member.
Judge Nancy Hershey Lord presides over the case. Arlene
Gordon-Oliver, Esq., serves as bankruptcy counsel to the Debtor.
On August 29, 2017, secured creditor BHMPW Funding LLC filed a
disclosure statement, which explains its proposed Chapter 11 plan
of reorganization for the Debtor.
GENERAL MOTORS: R. Gillispie Barred from Asserting Claims vs Old GM
-------------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York denies Roger Dean Gillispie's motion for leave
to pursue claims against General Motors LLC, and, alternatively, to
file a post-bar-date proof of claim in the Motors Liquidation
Company bankruptcy.
In February 1991, Gillispie was convicted on nine counts of rape,
three counts of kidnapping, one count of aggravated robbery, and
three counts of gross sexual imposition. He was subsequently
re-tried and convicted again in June 1991. Between 1991 and 2008,
Ohio state courts affirmed Gillispie's conviction on eight
different occasions. Following post-conviction proceedings in
federal and Ohio state courts, Gillispie's conviction was vacated,
and his motion to dismiss the indictment was granted. By his
current Motion, Gillispie seeks to prosecute civil claims against
New GM or Old GM, essentially alleging complicity, in the case of
Old GM, or, successor liability, in the case of New GM, for his
wrongful conviction.
Gillispie's Civil Action relies on facts that occurred at the
earliest 18 years before the start of Old GM's bankruptcy
proceeding. Gillispie's first effort to assert a claim against Old
GM occurred in December 2013, when he filed his action in the Ohio
federal district court, more than 14 years after the Claim Bar
Date. Nowhere in his Motion does Gillispie claim that the Old GM
was aware of his attempt to vacate his conviction in state or
federal courts at any time before he filed his section 1983 Civil
Action in December 2013. Nor has Gillispie offered any evidence
that Old GM knew that Gillispie contended that Old GM was liable as
a result of any wrongful conviction. For Old GM to "uncover the
identity" of Gillispie's potential claims, which arose 18 years
earlier, would therefore have required more than "reasonably
diligent efforts." Old GM's search needed only focus on its own
books and records and Old GM's schedules of assets and liabilities
filed on Sept. 15, 2009, and amended on Oct. 4, 2009. Those
schedules did not list a claim by Gillispie. Gillispie has provided
no evidence that a reasonable search of Old GM’s books and
records would have brought his claim to Old GM's attention.
The Court concludes that Gillispie was an unknown creditor. It
follows that Old GM was only required to provide Gillispie with
constructive notice of the bankruptcy filing and Claim Bar Date
through publication.
It also follows that Gillispie's relief against Old GM can only be
achieved through a showing that his "excusable neglect" justified
his failure to file a timely proof of claim. Gillispie's failure to
file a timely proof of claim despite having received adequate
notice can only be excused under Bankruptcy Rule 9006(b)(1) if
Gillispie’s failure to act is the result of "excusable neglect,"
as interpreted by the Pioneer Court.
In arguing that his failure to file a proof of claim was the result
of excusable neglect, Gillispie relies on a mistake of law.
Gillispie's reasoning is based on the "accrued state law claim
test," rejected not only by courts in this Circuit and elsewhere,
but even in the Third Circuit that initially adopted that test in
the now-discredited Frenville opinion. However, "the general rule
[is] that a mistake of law does not constitute excusable neglect."
Therefore, Gillispie's failure to file a timely proof of claim
cannot be excused under Bankruptcy Rule 9006(b)(1). It follows that
Gillispie is barred from asserting any of his civil claims against
Old GM.
A full-text copy Judge Glenn's Memorandum Opinion and Order dated
Oct. 18, 2017, is available at:
http://bankrupt.com/misc/nysb09-50026-14133.pdf
Attorney for Roger Dean Gillispie:
David B. Owens, Esq.
LOEVY & LOEVY
311 North Aberdeen Street, 3rd Floor
Chicago, IL 60607
david@loevy.com
Attorneys for General Motors LLC:
Arthur Steinberg, Esq.
Scott Davidson, Esq.
KINGS & SPALDING LLP
1185 Avenue of the Americas
New York, NY 10036
asteinberg@kslaw.com
sdavidson@kslaw.com
Attorneys for General Motors LLC:
Richard C. Godfrey, P.C.
Andrew B. Bloomer, P.C.
KIRKLAND & ELLIS LLP
300 North LaSalle
Chicago, IL 60654
richard.godfrey@kirkland.com
andrew.bloomer@kirkland.com
Attorneys for Wilmington Trust Company, as Trustee for and
Administrator of the Motors Liquidation Company General Unsecured
Creditors Trust:
Adam H. Offenhartz, Esq.
Matthew J. Williams, Esq.
Aric H. Wu, Esq.
Lisa H. Rubin, Esq.
GIBSON, DUNN & CRUTCHER LLP
200 Park Avenue
New York, NY 10166
aoffenhartz@gibsondunn.com
mjwilliams@gibsondunn.com
awu@gibsondunn.com
lrubin@gibsondunn.com
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts. Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company. GM is also
represented by Jenner & Block LLP and Honigman Miller Schwartz and
Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing
legal advice to the GM Board of Directors. GM's financial advisors
are Morgan Stanley, Evercore Partners and the Blackstone Group
LLP.Garden City Group is the claims and notice agent of the
Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis &
Frankel LLP served as bankruptcy counsel to the Creditors
Committee. Attorneys at Butzel Long served as counsel on supplier
contract matters. FTI Consulting Inc. served as financial advisors
to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee. Legal
Analysis Systems, Inc., served as asbestos valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee -- GUC Trust
Administrator -- of the Motors Liquidation Company GUC Trust,
assumed responsibility for the affairs of and certain claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.
GFC PROPERTIES: Wants to Use Cash Collateral to Pay Counsel Fee
---------------------------------------------------------------
GFC Properties Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Florida a fee application for postpetition
fees and motion for authority to use cash collateral.
The Debtor asks the Court to approve postpetition retainer fee for
employment of Sheleen G. Khan, Esq., of the Law Office of Sheleen
G. Khan, P.A., to represent the Debtor in this case.
On May 23, 2017, prepetition, the Debtor gave Ms. Khan a check in
the amount of $7,000 to file the bankruptcy and pay the court
costs. Ms. Khan filed the amended application to employ on June
20, 2017. On Aug. 24, 2017, the court entered an order to employ
Ms. Khan. On Sept. 19, Valley National Bank filed a limited
objection to the amended motion for application to employ Ms. Khan.
On Oct. 3, the Court entered an order denying without prejudice
the Debtor's amended motion to employ the counsel and approve
retainer fee. The court order states that the check transferred to
Ms. Khan on May 26 for $2,000 was postpetition fees. The Debtor
gave Ms. Khan a second check in the amount of $2,000 to cover the
court filing fee.
Ms. Khan is applying for compensation for fees or costs incurred
and incurred in this Chapter 11 proceeding. This application is
filed pursuant to 11 U.S.C. 330 and Rule 2016, Federal Rules of
Bankruptcy Procedure and meets all of the requirements to this
application, pursuant to these guidelines.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/flsb17-16585-69.pdf
About GFC Properties Inc.
GFC Properties, Inc., owns a 26-unit apartment building located 111
NW 152nd Street, Miami, FL 33169. The sole nature of GFC's
business is simply to rent out the apartments at the property.
GFC Properties filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-16585) on May 25, 2017. Ginette Claude, president, signed
the petition. At the time of filing, the Debtor estimated assets
and liabilities to be less than $50,000.
The Debtor is represented by Sheleen G. Khan, Esq., at the Law
Office of Sheleen G. Khan P.A.
No trustee or examiner has been appointed in the case.
GLOBAL UNIVERSAL: Court Confirms 2nd Amended Plan of Reorganization
-------------------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York issued an order confirming Global
Universal Group Ltd.'s second amended plan of reorganization, dated
May 29, 2017, and approving its second amended disclosure
statement.
The Plan complies with all of the applicable provisions of Section
1129(a) and the Disclosure Statement contains adequate information
pursuant to Section 1125 of the Bankruptcy Code.
Article 5.4 of the Plan will be amended to read as follows:
The Debtor has examined potential avoidance actions against
creditors and parties in interest and has not yet determined
whether or not it will pursue any avoidance actions. Notably, there
was a preference period transfer of $290,000 to the Debtor's
attorney who was handling the pre-petition State Court Action and
Foreclosure Appeals and the Referee Appeal. The Debtor reserves its
rights regarding this payment. The Debtor intends to proceed with,
at a minimum, the Foreclosure Appeals, Referee Appeal and the
Claims Against the Farrington Parties both before and after
confirmation of the Plan. The Debtor reserves its rights and claims
against any and all of the Farrington Parties. The Debtor also
reserves its rights and claims against Linden Center LLC and its
principals and members in the event Linden Center LLC fails to
close on the Property. The Debtor also reserves its rights and
claims against non-creditor SDF 19 LLC, and its agents,
representatives, brokers, employees, officers, members and
affiliates, with respect to SDF's role in the sale of the Loan and
Mortgage to Farrington. Finally, the Debtor reserves its rights and
claims against all non-creditors which exist as of the confirmation
date. The Debtor's avoidance and contract claims against Victor
Tsai for the $290,000 transfer received prepetition and the claims
against the CHINESE COMMUNITY CENTER OF FLUSHING INC. ("CCCF") for
unpaid pre and post-petition rent, additional rent and other fees
and charges under the terminated/surrendered lease dated August 8,
2016, are preserved under the Plan on behalf of the Debtor and
Reorganized Debtor and the Debtor and Reorganized Debtor may pursue
such claims post-confirmation of the Plan.
The Plan will be binding upon the Debtor and all creditors and
equity holders of the Debtor, whether or not the claim of such
creditor is impaired under the Plan, and whether or not such
creditor has accepted the Plan.
The Troubled Company Reporter previously reported that under the
Plan, holders of Allowed General Unsecured Claims will receive
cash, equal to 100% of the allowed amount of their claims over six
months without interest or any contractual fees, charges or
penalties. Accordingly, Class 6 is impaired and is entitled to vote
on the Plan.
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb17-40473-59.pdf
About Global Universal Group Ltd.
Based in Flushing, New York, Global Universal Group Ltd. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 17-40473) on Feb. 2, 2017. David Wong, president, signed
the petition. At the time of the filing, the Debtor estimated its
assets and debt at $10 million to $50 million.
The case is assigned to Judge Nancy Hershey Lord.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
GOODWILL INDUSTRIES: Needs More Time Renegotiate Leases, File Plan
------------------------------------------------------------------
Goodwill Industries of Southern Nevada, Inc. asks the U.S.
Bankruptcy Court for the District of Nevada for a 90-day extension
of the periods during which it has the exclusive right to file a
plan of reorganization and to solicit acceptances of that plan,
through and including March 9 and May 8, 2018, respectively.
Goodwill Industries relates that, over the last few years, and
under the leadership of prior officers, the Debtor was engaged in a
substantial and aggressive expansion of its presence in Southern
Nevada, which resulted in the Debtor entering into a variety of
leases that have proven to be too expensive, unprofitable, and
ultimately unnecessary in order for the Debtor to effectively and
efficiently operate.
As a result, the Debtor asserts that a significant part of its
restructuring will involve reducing the number of locations through
the rejection of the associated leases, and renegotiating other
leases to more economical rental rates.
As of the Petition Date, the Debtor was a party to approximately 20
leases for retail thrift stores, distribution centers and/or
offices, and approximately 26 attended donation centers (the
"ADCs"). Since the Petition Date, the Debtor has moved quickly and
made significant efforts to rightsize its operations but the Debtor
claims that there is much work still remains to be done.
While the Court have already approved the rejection of several
leases and two lease amendments, the Debtor claims that it also
continues its work to renegotiate its remaining unexpired leases
with numerous counterparties. As such, the Debtor has been working
as fast as possible to address its many unexpired leases, and that
process will continue with all deliberate speed.
In addition to the Debtor's remaining work with respect to the
unexpired leases, another significant aspect remaining unresolved
in this Chapter 11 Case is how the principal sum of not less than
$21,365,000 owed to the Indenture Trustee will be restructured as
part of any plan of reorganization. Although this debt is secured
by three valuable pieces of the Debtor's real property that are
currently operated as thrift stores, as well as the Debtor's
substantial gross receipts, the Debtor will require some relief
from the current terms of the bond indenture and related loan
agreements as part of its chapter 11 plan, which remains subject to
negotiation.
Although the Debtor fully believes this matter is surmountable, the
Debtor submits that such negotiations and projections in support of
a plan will take time, especially considering how the Debtor has
changed post-petition with the aggressive realignment of its
operations.
About Goodwill Industries
Founded in 1975 and headquartered in North Las Vegas, Nevada,
Goodwill of Southern Nevada -- http://www.goodwill.vegas-- is a
registered 501(c)(3) nonprofit, accepts the communities' gifts in
the form of donated goods and sells those items to provide free job
training and placement services for unemployed locals.
In 2016, Goodwill of Southern Nevada served the job training needs
of 14,465 and directly placed 3,004 individuals into local jobs.
Goodwill also makes a significant impact on the environment through
recycling and reuse practices. In 2016, there were 873,624
generous donors of goods who helped Goodwill divert over 26 million
pounds from its local landfills.
Goodwill Industries -- d/b/a Goodwill of Southern Nevada, Goodwill
Deja Blue Boutique, Goodwill Store/Donation Center, Goodwill
Clearance Center, Goodwill Select, and Goodwill Donation Center --
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No.
17-14398) on Aug. 11, 2017, estimating its assets and debts at
between $10 million and $50 million. The petition was signed by
John Hederman, interim chief executive officer.
Judge Bruce T. Beeley presides over the case.
Zachariah Larson, Esq., at Larson & Zirzow, LLC, serves as the
Debtor's bankruptcy counsel. The Debtor hired Kamer Zucker Abbott
as special counsel and Piercy Bowler Taylor & Kern Certified Public
Accountants & Business Advisors as accountant and auditor. The
Debtor employed Real Estate Asset Management, LLC as real estate
broker.
GREAT PLAINS REGIONAL: Fitch Cuts $32MM Hospital Bonds Rating to B+
-------------------------------------------------------------------
Fitch Ratings has downgraded the following Oklahoma Development
Finance Authority bonds issued on behalf of Great Plains Regional
Medical Center (GPRMC):
-- $32.8 million hospital revenue bonds series 2007 to 'B+' from
'BB-'.
The Rating Outlook is Negative.
SECURITY
The bonds are secured by a pledge of revenues of the obligated
group and a debt service reserve fund.
KEY RATING DRIVERS
INABILITY TO STABILIZE OPERATIONS: The downgrade reflects GPRMC's
weak fiscal 2017 financial performance, which is expected to result
in the second consecutive violation of its debt service coverage
(DSC) covenant. Based on unaudited fiscal 2017 financial
statements, GPRMC reported a $4.5 million net loss, which
translates into a weak 0.4x MADS coverage and remains below its
master trust indenture (MTI) covenant of 1.1x. The trustee has
filed an official notice of the covenant violation for fiscal 2016
and GPRMC has yet to receive a waiver from bondholders for
non-compliance, which creates a level of uncertainty.
ONGOING CHALLENGES IN OPERATING ENVIRONMENT: The Negative Outlook
reflects the ongoing challenges GPRMC faces over the coming years
to improve its operating performance as a result of a weak service
area, reimbursement pressures, and increased competition.
SUFFICIENT LIQUIDITY POSITION: Despite GPRMC's weak financial
performance and ongoing operating challenges, its liquidity
position remains solid, albeit declining, for its rating level. As
of fiscal 2017 (unaudited), GPRMC had $18.1 million in unrestricted
cash and investments, which translates into 140.7 days cash on hand
(DCOH), 6.2x cushion ratio, and 55.4% cash to debt. All metrics
compare favorably or on par with Fitch's "below-investment grade
(BIG)" medians of 87.5 DCOH, 6.6x cushion ratio, and 58.7% cash to
debt.
WEAK PRIMARY SERVICE AREA: GPRMC's primary service area (PSA) is
highly dependent on the cyclical oil and gas industry. Recent
pressures on the oil and gas industry have reduced drilling
activity in the area and have resulted in a decline in the area
population and increased unemployment levels.
RATING SENSITIVITIES
FURTHER OPERATING LOSSES: Any inability to improve financial
results, which results in future coverage violations or further
declines in GPRMC's liquidity position would put negative pressure
on the ratings. Resolution of the recent rating covenant violations
and break-even/positive operating results would be necessary for
stabilization of the rating.
CREDIT PROFILE
GPMRC is a 62-licensed bed community hospital located in Elk City,
Oklahoma, approximately 120 miles west of Oklahoma City. Total
revenues were $45.4 million in fiscal 2017 (unaudited).
EXPECTED CONSECUTIVE DSC VIOLATION
The downgrade to 'B+' reflects GPRMC's weak unaudited fiscal 2017
financial performance, which is expected to lead to a second
consecutive violation of its DSC covenant. In fiscal 2017, GPRMC
posted a negative $4.5 million net loss and a weak $1.2 million
EBITDA, which include total investment earnings of $1.2 million.
Unaudited results demonstrated a weak negative 12.5% operating
margin, 0.1% operating EBITDA margin, and 2.6% EBITDA margin which
all compare unfavorably to Fitch's 'BIG' medians of 0.2%, 9.7%,
10.2%, respectively. Furthermore, due primarily to the ongoing
challenges in its operating environment over the last few years,
GPRMC has had consistently weak results as evidenced by the
negative 10.1% operating margin, 3.2% operating EBITDA margin, and
4.7% EBITDA margin averaged over the last three fiscal years.
This weak financial performance in fiscal 2017 has produced a 0.4x
MADS coverage by EBITDA, which results in non-compliance with the
hospital's DSC covenant of 1.1x and represents the second
consecutive year of non-compliance in its DSC covenant.
Furthermore, since coverage is below 1.0x it could trigger an event
of default under its MTI. The trustee has recently filed an
official notice of a covenant violation for last year's covenant
violation. However, no waiver has been received to date on the
current or previous covenant violation. Fitch will continue to
monitor the situation over the coming year.
CHALLENGING OPERATING ENVIRONMENT
Despite some success in recruiting physicians, which has resulted
in some needed stability in its physician staff, GPRMC continues to
be pressured by its weak PSA, ongoing state reimbursement
pressures, and increased competition, which is reflected in the
Negative Outlook. GPRMC's service area remains highly dependent on
the cyclical oil and gas industry, which has declined in recent
years, resulting in spikes in unemployment rates and a rapidly
decreasing population base.
However, despite the weak service area, GPRMC has seen some volume
growth through fiscal 2017. Although inpatient admissions remained
flat year over year, surgeries increased 7.6%, emergency rooms
visits increased 4.4%, and outpatient visits increased 17.4%. These
solid growth rates have translated into net patient revenue growth
of 9.3% in fiscal 2017. However, Sayre Memorial Hospital, which was
GPRMC's closest competitor, reopened in July 2017 following 17
months of ceased operations. This brings a new challenge to GPRMC
and is viewed as a credit negative, as it will likely stress
GPRMC's volumes moving forward and hinders the hospital's ability
to obtain sole community provider status, which provides enhanced
reimbursement rates.
GPRMC has been approved to participate in the rural demonstration
program, which is a program designed to test the viability of cost
based reimbursement on rural hospitals that are too big to qualify
as Critical Access Hospitals. GPRMC expects these improved
reimbursement rates to begin as of June 2018, which should help
improve overall revenues and operational performance and should
help counter some of the challenges in its operating environment.
Overall, GPRMC will need to improve operations to break-even or
positive operating results and stem further liquidity deterioration
for stabilization of the rating.
SUFFICIENT LIQUIDITY POSITION
GPRMC's continuous weak operational performance in recent years has
thinned its overall liquidity position as its unrestricted cash and
investment position has declined 23% over the last three fiscal
years. In fiscal 2017, GPRMC's unrestricted cash and investments
fell 11%, year over year, to $18.1 million. However, despite the
declines, its overall liquidity position still remains solid for
its 'B+' rating level.
The $18.1 million in unrestricted cash and investments translates
into 140.7 DCOH, 6.2x cushion ratio, and 55.4% cash to debt which
are all better or on par with Fitch's 'BIG' medians of 87.5, 6.6x,
and 58.8%, respectively. GPRMC's liquidity position continues to
remain a key credit consideration and helps mitigate concerns, in
the short-term, over its weak financial performance and challenging
operating environment. However, inability to stem operating losses
could cause further liquidity deterioration, which would put
negative pressure on the rating.
DEBT PROFILE
The $33 million in series 2007 bonds remains GMPRC's only debt
outstanding. The bonds are all fixed-rate and carry a MADS of $2.7
million, with level debt service payments until its final maturity
in 2030. GPRMC has no exposure to derivative instruments or a
pension liability, which is viewed positively. Overall, GPRMC's
debt burden remains elevated as evidenced by MADS equating to a
high 6.4% of total fiscal 2017 revenues which compares unfavorably
to Fitch's 'BIG' medians of 3.7%. Additionally, debt to EBITDA
remains high at 27.4x which is substantially weaker than the 'BIG'
medians of 6.8x.
DISCLOSURE
GPMRC covenants to disclosure annual and quarterly disclosure,
which it posts regularly to the Municipal Securities Rulemaking
Board's EMMA System. Disclosure has been timely and thorough, with
good access to management.
GST AUTOLEATHER: Oct. 30 Final Hearing on Stock Transfer Protocol
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on Oct. 30, 2017, at 10:00 a.m. (Prevailing Eastern Time)
for final approval of the request to establish notification and
hearing procedures for certain transfers of and declaration of
worthlessness with respect to common stock and preferred stock
filed by GST Autoleather Inc. and its debtor-affiliates.
On Oct. 11, 2017, the court approved the Debtors' request on an
interim bases. Under the interim order, a substantial shareholder
may not consummate any purchase, sale, or other transfer of common
stock or preferred stock or beneficial ownership of common stock or
preferred stock in violation of the procedures, and any such
transaction in violation of the procedures will be null and void ab
initio. Also, a 50% shareholder may not claim a worthless stock
deduction in respect of the stock in violation of the procedures,
and any such deduction in violation of the procedures will be null
and void ab initio.
About GST AutoLeather
Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was
founded in 1933, then known as Garden State Tanning, initially
operated as a tanning company that processed leather for the
upholstery and garment industries. The Company entered the
automotive industry in 1946.
As of Oct. 3, 2017, the Company employs approximately 5,600 people
worldwide, including the United States, Mexico, Japan, China,
Korea, Germany, Hungary, South Africa, and Argentina. The Company
supplies leather to virtually every major OEM in the automotive
industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford,
General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota
and Volkswagen.
GST AutoLeather, Inc., and five of its affiliates filed voluntary
petitions for relief under chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3,
2017. The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local
bankruptcy counsel; Kirkland & Ellis LLP as general bankruptcy
counsel; Lazard Middle Market, LLC, as financial advisor; Alvarez &
Marsal North America, LLC, as restructuring advisor; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.
GULFMARK OFFSHORE: Has Until Nov. 13 to Exclusively File Plan
-------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has extended, at the behest of Gulfmark Offshore, Inc.,
the exclusive period for the Debtor to file a Chapter 11 plan
through Nov. 13, 2017, and its exclusive period to solicit
acceptances to the Plan through Jan. 12, 2018.
As reported by the Troubled Company Reporter on Sept. 19, 2017, the
Debtor sought the extension, saying that the requested extension is
intended to allow the Debtor to continue discussions with key
creditor groups and to provide the Debtor with flexibility
necessary to accommodate any plan confirmation related
delays/adjournments. Accordingly, the requested extension ensures
the Chapter 11 case continues in a rational manner.
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 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: Has Court's Approval to Use Cash
-------------------------------------------------------
The Hon. Frank W. Volk of the U.S. Bankruptcy Court Southern
District of West Virginia has granted Hard Rock Exploration, Inc.,
and its affiliates permission to use cash collateral, nunc pro
tunc, as of Sept. 29, 2017.
The Debtors are authorized to use cash collateral to pay:
a. net payroll due Sept. 30, 2017, (excepting any
compensation for officers) and all related taxes,
including federal and state unemployment taxes, all of
which taxes will be deposited to a separate tax account;
b. group insurance for medical/dental/vision, life and
disability insurance, including for officers included in
the group coverage;
c. dues of IOGA necessary to maintain the foregoing group
coverage;
d. utilities; and
e. severance taxes due the State of West Virginia and the
State of Virginia in the month of September 2017.
The entry of the court order is without prejudice to the claim of
The Huntington National Bank for adequate protection of its claimed
interest in cash collateral.
Huntington National Bank will be granted a replacement lien in all
cash collateral in the same nature and to the same extent as the
liens existed on the Petition Date and only to the extent the Court
finds The Huntington National Bank has a lien on the cash
collateral.
A copy of the court order is available at:
http://bankrupt.com/misc/wvsb17-20459-93.pdf
As reported by the Troubled Company Reporter on Oct. 3, 2017, the
Debtors sought court permission to use cash collateral to preserve
the value of the Debtors' estates and the underlying collateral and
to provide adequate protection for the use of cash collateral, on
an interim basis until the earlier of Oct. 31, 2017.
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 Sept. 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.
At the time of filing, Hard Rock estimated $10 million to $50
million in assets and liabilities. Caraline Energy estimated $10
million to $50 million in assets and liabilities.
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.
HARD ROCK EXPLORATION: U.S. Trustee Forms 3-Member Committee
------------------------------------------------------------
The Office of the U.S. Trustee on Oct. 18 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Hard Rock Exploration, Inc.
The committee members are:
(1) Richard L. Wilson
31 Beuhring Drive
Huntington, WV 25705
304-544-2112
304-525-2112 (Fax)
wilsonrl@comcast.net
(2) John M. Dosker
Stand Energy Corporation
1077 Celestial Street, Suite 100
Cincinnati, OH 45202-1629
513-621-1113
513-621-3773 (Fax)
jdosker@standenergy.com
(3) Jim Schwab Pi Star Communications
118 Rochester Drive
Louisville, KY 40214
502-558-6515
502-364-6050 (direct)
Jim.Schwab@ASTL.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About 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 Sept. 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.
At the time of filing, Hard Rock estimated $10 million to $50
million in assets and liabilities. Caraline Energy estimated $10
million to $50 million in assets and liabilities.
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.
HAUBERT HOMES: Nov. 30 Plan Confirmation Hearing
------------------------------------------------
Judge Robert N. Opel, II of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania approved Haubert Homes, Inc.'s
amended disclosure statement referring to an amended plan of
reorganization, dated August 16, 2017.
Nov. 10, 2017, is fixed as the last day for submitting written
acceptances or rejections of the amended plan.
Nov. 10, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the amended plan.
Nov. 23, 2017, is fixed as the last day for filing a tabulation of
ballots accepting or rejecting the amended plan.
Nov. 30, 2017, at 10:00 a.m. in the Bankruptcy Courtroom, Third
Floor, The Ronald Reagan Federal Building, Third and Walnut
Streets, Harrisburg, Pennsylvania, is fixed for the hearing on
confirmation of the amended plan.
The Troubled Company Reporter previously reported that a dividend
of approximately 5% to 7% will be paid to unsecured creditors under
the plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pamb15-03340-321.pdf
About Haubert Homes
Haubert Homes, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 15-03340) on Aug. 3,
2015. The petition was signed by Don E. Haubert, Sr., president.
The case is assigned to Judge Mary D. France. Robert E.
Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C.,
serves as bankruptcy counsel.
At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.
The Official Committee of Unsecured Creditors of Haubert Homes,
Inc., was appointed on Sept. 11, 2015. The Committee hired Fox
Rothschild LLP, as counsel, and Alan L. Frank Law Associates, P.C.,
as special counsel.
HAWAII ISLAND AIR: Seeks Approval of Cash Collateral Stipulation
----------------------------------------------------------------
Hawaii Island Air, Inc., d/b/a Island Air, asks the U.S. Bankruptcy
Court for the District of Hawaii to enter an order approving the
Stipulation and Agreed First Interim Order authorizing the use of
cash collateral.
The Debtor is informed that the Stipulation has been approved
orally by Carbonview Limited, LLC and PaCap Aviation Finance, LLC.
The Debtor intends to use cash collateral during the interim cash
collateral period to pay only the ordinary and reasonable expenses
of operating its businesses which are necessary to avoid immediate
and irreparable harm.
Prior to Petition Date, the Debtor and Carbonview Limited, LLC and
PaCap Aviation Finance, LLC entered into various loan arrangements.
To secure its obligations under the Secured Loan Agreements, the
Debtor granted Carbonview and PaCap Aviation a security interest in
its collateral, including all of the property of the Debtor,
whether now owned or hereafter acquired or existing, and wherever
located.
The Debtor is liable to the Carbonview and PaCap Aviation in
respect to the loans made, and certain accrued and unaccrued
interest, costs and fees, pursuant to the Secured Loan Agreements
in the aggregate principal amount of $4,000,000.
On account of the Debtor's use of cash collateral, Carbonview and
PaCap Aviation will be granted the following adequate protection:
(a) Replacement liens for any postpetition use of Carbonview's
and PaCap Aviation's prepetition cash collateral, which replacement
lien will be automatically perfected.
(b) The Debtor agrees to pay all post-petition federal, state
and county taxes (other than real property taxes) as and when due,
regardless of whether such taxes appear on the Budget.
(c) The Secured Loan Obligations will be granted and entitled
to status as superpriority administrative expense claim, which will
be limited in amount to the Interim Replacement Value.
A full-text copy of the Debtor's Motion, dated October 17, 2017, is
available at https://is.gd/q4Aag7
About Hawaii Island Air
Hawaii Island Air -- http://www.islandair.com/-- provides
scheduled air transportation services in the Islands of Hawaii.
Founded in 1980 as Princeville Airways, the company was renamed
Island Air in 1992 and offers 406 flights each week between Oahu,
Maui, Kauai and Hawaii Island. Its main base is the Honolulu
International Airport on Oahu.
Hawaii Island Air, Inc., d/b/a Island Air, sought Chapter 11
protection (Bankr. D. Hawaii Case No. 17-01078) on Oct. 16, 2017.
The Debtor estimated assets and debt of $10 million to $50
million.
The Hon. Robert J. Faris is the case judge.
Case Lombardi & Pettit serves as counsel to the Debtor.
HERITAGE GREEN: Taps Savills Studley as Real Estate Broker
----------------------------------------------------------
Heritage Green Development, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire a
real estate broker.
The Debtor proposes to employ Savills Studley, Inc. in connection
with the sale of its real property located in the Northern Sector
of La Plata, Maryland.
The property is a 1,034-acre vacant land and includes 11 planned
mixed-use neighborhoods consisting of single-family homes,
townhouses, and multi-family units.
The firm will get 3% of the transaction price or, if the
transaction is structured as a ground lease, 3% of the lease
value.
B. Randolph Atkins, managing director of Savills Studley, disclosed
in a court filing that the firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
B. Randolph Atkins
Savills Studley, Inc.
399 Park Avenue, 11th Floor
New York, NY 10022
Phone: (212) 326-1000
The Debtor is represented by:
Frank A. Oswald, Esq.
Anthony De Leo, Esq.
Togut, Segal & Segal LLP
One Penn Plaza, Suite 3335
New York, NY 10119
Phone: (212) 594-5000
Email: frankoswald@teamtogut.com
Email: seratner@teamtogut.com
About Heritage Green Development LLC
Heritage Green Development, LLC is a single-asset real estate (as
defined in 11 U.S.C. Section 101(51B)). Its principal asset is
located at Radio Station Road, Charles County, La Plata, Maryland,
with an estimated market value of $22.3 million.
The Debtor is owned by Lapas, L.C. (20%) and Blazec Enterprises
Limited (80%). It is an affiliate of Puble N.V. and Scotia Valley
N.V., both of which sought bankruptcy protection (Bankr. S.D.N.Y.
Case Nos. 17-10747 and 17-10748, respectively) on March 28, 2017.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 17-12701) on September 27, 2017.
Charis C. Lapas, manager, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $10 million to $50 million.
Judge Michael E. Wiles presides over the case. The Debtor hired
Togut, Segal & Segal LLP as its bankruptcy counsel.
INCA REFINING: Proposes DIP Financing From White Oak
----------------------------------------------------
INCA Refining, LLC, and the West Bank Land Company, LLC, ask the
U.S. Bankruptcy Court for the Eastern District of Louisiana for
final authorization to obtain postpetition financing from White Oak
Strategic Master Fund, L.P., White Oak Opportunity SRV, L.P., and
White Oaks Strategic II SRV, L.P.
The Debtors' ability to obtain the Postpetition Financing is
critical to the Debtors' ability to maintain the value of the
estates' assets in the Debtors' Chapter 11 case and increase the
recovery of the Debtors' creditors through an orderly liquidation
or reorganization. The proceeds of the Postpetition Financing will
be used to fund certain costs of administering the Debtors'
estates, as approved by the Court.
The Debtors seek postpetition financing to fund the Debtors'
Chapter 11 administrative expenses, including the fees of the
Debtors' professionals, whose services are required to (i) move
these cases toward a plan of liquidation; (ii) fund a plan of
liquidation; and (iii) allow the Debtors to properly and
successfully market the estates' assets, thereby obtaining
sufficient funds for the payment of NCC and other creditors.
Furthermore, the actions will help maintain the value of the
Debtors' assets and are otherwise in the best interest of the
Debtors and their creditors (including, but not limited to, the
White Oak Creditors). If the Debtors are unable to obtain
postpetition financing, they will be unable to fund the Chapter 11
administration expenses and orderly liquidate, and thus the value
of their estates and of their collateral will be adversely
affected. By obtaining postpetition financing, the Debtors will be
able to fund the necessary costs and expenses for an orderly
liquidation, which will increase the value of their estates and of
their collateral and maximize payments to all creditors, to the
extent possible.
The DIP Lender will lend to the Debtors, in a drawdown structure,
for which the DIP Lender will have discretion as to each funding,
the amounts set forth in the budget. Interest accrues at the Prime
Rate plus 400 basis points. The maturity date is the earlier of
(a) the date concluding the sale of the St. James Property pursuant
to Section 363 of the U.S. Bankruptcy Code, or (b) 18 months from
the entry of the final DIP court order. Upon default, the interest
rate will increase by 500 basis points as of the date of default
and onward.
The DIP Lender will have super-priority administrative claim basis
pursuant to Section 364(c) of the Bankruptcy Code as to all amounts
advanced by the DIP Lender, including all costs and expense
incurred by the DIP Lender.
A copy of the Debtors' motion is available at:
http://bankrupt.com/misc/laeb17-11182-99.pdf
About INCA Refining
INCA Refining, LLC, was organized in Texas in 2005 for the purpose
of developing and operating an oil refinery in Louisiana. INCA
owns an 80% membership interest in Refinery Equipment Holdings, a
Delaware limited liability company, and the remaining 20% is owned
by Del Mar Onshore Partners L.P. entities. INCA also holds
property in Egan, Louisiana.
West Bank Land Company LLC was organized in Texas in 2008 for the
purpose of acquiring land to be developed by INCA into an oil
refinery. West Bank owns the St. James Property, leased by INCA
for a refinery.
In 2010, White Oak Global Advisors, LLC, entered into two funding
agreements with INCA and West Bank on behalf of the White Oak
Creditors. The current total indebtedness owed to the White Oak
Creditors is now in excess of $102,000,000.
Involuntary Chapter 11 petitions were filed against INCA Refining,
LLC, and West Bank Land Company LLC (Bankr. E.D. La. Case No.
17-11182 and 17-11183) on May 9, 2017. The petitioning creditors
were White Oak Strategic Master Fund, L.P., and related entities.
Pursuant to orders for relief, the Debtors are and have been
debtors-in-possession with control over administration of their
estates pursuant to 11 U.S.C. Sec. 1107.
The case is assigned to Judge Jerry A. Brown.
The White Oak Entities own the majority of the membership interests
in each of the Debtors, control the majority of managers of the
Board, and have creditor claims against each of the Debtors in
excess of $102 million secured by a third mortgage on the real
estate in St. James Parish, Louisiana.
The White Oak Entities sought appointment of a Chapter 11 trustee
in each case. Following an Aug. 2, 2017, hearing, the Court
entered an order denying the appointment request.
INFINITE HOLDINGS: Case Summary & 7 Unsecured Creditors
-------------------------------------------------------
Debtor: Infinite Holdings, Inc.
2421 Telegraph Avenue,#104
Oakland, CA 94612
Type of Business: Infinite Holdings, Inc., owns condominium units
located at 2421 Telegraph Avenue, #s 102, 103,
104, Oakland, California, valued at $1.34
million. The Telegraph Retail Condos total
3,370 square feet and are comprised of three
individual commercial condominiums, each unit is
currently occupied. The Company's gross revenue
amounted to $95,612 in 2016 and $78,668 in 2015.
Chapter 11 Petition Date: October 18, 2017
Case No.: 17-42625
Court: United States Bankruptcy Court
Northern District of California (Oakland)
Judge: Hon. Charles Novack
Debtor's Counsel: Selwyn D. Whitehead, Esq.
LAW OFFICES OF SELWYN D. WHITEHEAD
4650 Scotia Ave.
Oakland, CA 94605
Tel: (510)632-7444
E-mail: selwynwhitehead@yahoo.com
Total Assets: $1.35 million
Total Liabilities: $1.14 million
The petition was signed by Steven K. Peterson, president and CEO.
A full-text copy of the petition, along with a list of seven
unsecured creditors is available for free at
http://bankrupt.com/misc/canb17-42625.pdf
INFOR SOFTWARE: Fitch Affirms 'B' Long-Term IDR; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDR) for Infor (US), Inc., Infor Software Parent, LLC., Infor
Software Parent, Inc. (collectively Infor) at 'B'. The Rating
Outlook is Stable. Fitch's rating actions affect $6.7 billion of
total debt, including the undrawn $120 million revolving credit
facility (RCF) expiring 2019.
Infor's large and diverse customer base, recurring revenue, broad
product portfolio, and diverse end market exposure support the
ratings. Fitch believes Infor's operating profile is strong among
'B' rated peers supported by Infor's business model and secular
growth trend in SaaS. Fitch expects Infor's revenue and margins to
exhibit a relatively lower degree of volatility. Given the private
ownership, Fitch expects Infor's financial leverage to remain
elevated in the interest of maximizing shareholder return; this is
consistent with other privately owned software companies in the
rating category.
KEY RATING DRIVERS
Stable Business Model: Infor generates nearly 50% of its revenue
from maintenance, which is highly stable and more resilient than
license fees and professional services, and an additional 14% of
revenue from subscription-based software-as-a-service (SaaS)
applications. While the maintenance revenue mix should decline as
customers migrate to SaaS, Fitch expects limited impact on total
revenue and cash flow visibility due to the repeatable nature of
subscription-based SaaS revenue. In addition, Fitch expects the
recurring nature of SaaS revenue structure to enhance the value of
customers over the life of the customer versus the legacy perpetual
licensing structure.
High Leverage: Fitch views leverage as the primary driver for the
difference in the Issuer Default Rating (IDR) between Infor and
Fitch-rated software peers with similar profitability and business
risk profiles. Fitch estimates total leverage (total debt to
operating EBITDA) of 9.1x for fiscal year (FY) 2018. Given Infor's
acquisitive nature and private ownership, Fitch assumes leverage
remains above 7.0x over the rating horizon. Fitch's expectations
for leverage sustaining below 7x could result in a positive rating
action.
Debt-funded M&A: Fitch's rating incorporates the expectation of
additional M&A, which could affect pace of deleveraging and add
execution risk from integration of technology, personnel and
operations. Acquisitions that do not adversely impact Infor's
leverage profile but increase diversity or enhance product
capabilities could benefit the rating.
Strong FCF: Fitch expects Infor to generate over $250 million of
annual FCF (before dividend) with margins gradually expanding from
6.5% to 11.7% over the rating horizon. While strong relative to the
rating category, Infor's FCF margin is lower than higher rated
software peers due to its relatively higher interest expense, which
amounts to about 11% of total revenue (over $300 million per year),
versus higher rated software peers at about 1% to 2% of total
revenue.
Product and End Market Diversity: Infor offers a broad portfolio of
horizontal and vertical software and middleware products across
most major end markets. The company is meaningfully exposed to
manufacturing, but lower beta public sector and healthcare markets
help reduce performance volatility associated with more cyclical
industries. Infor's diversified base of over 90,000 customers with
none representing over 1% of total revenue further mitigates
business risk.
Cloud Migration: Cloud adoption across software verticals continues
apace, with less penetrated verticals such as financial management
now seeing large scale adoptions. The associated shift in revenue
models and required operational investment are negatively impacting
margins and FCF profiles for many issuers. While this dynamic will
continue to impact Infor's margins and FCF over the near to medium
term, Fitch believes Infor's ongoing cloud investment is
appropriate, and critical for the company to maintain a strong
competitive position.
DERIVATION SUMMARY
The ratings are supported by Infor's large and diverse customer
base, recurring revenue, broad product portfolio, and diverse end
market exposure. While Infor's business characteristics are
consistent with investment grade software companies, the ratings
are constrained by Fitch's expectations for gross leverage (total
debt to operating EBITDA) to remain near 8.0x over the rating
horizon and by Infor's financial policies regarding debt-funded
acquisitions and sponsor dividends. Fitch believes Infor is
navigating the enterprise software industry's migration to the
cloud with minimal business disruption, although the required
investment to continue to keep pace should suppress operating and
free cash flow (FCF) margin expansion in the near to medium term.
Fitch believes customer expectations for more embedded analytics
and consumer-grade enterprise software will increase the
competitive intensity of the industry and pressure enterprise
software providers to invest in these capabilities to remain
competitive.
Among 'B' rated software companies, Fitch believes Infor's
operating profile is strong supported by Infor's business model and
secular growth trend in SaaS, Fitch expects Infor's revenue and
margins to exhibit a relatively lower degree of volatility. Infor's
enterprise products are an important component of its customers'
operations, and the increasing proportion of subscription revenues
provides greater visibility to its revenues. Given the private
ownership, Fitch expects Infor's financial leverage to remain
elevated in the interest of maximizing shareholder return; this is
consistent with other privately owned software companies in the
rating category.
KEY ASSUMPTIONS
Fitch's key assumptions within its ratings case for the issuer
include:
-- Mid-single digit revenue growth in FY18; low- to mid-single
digits organic revenue growth through Fitch forecasts period
as SaaS growth of greater than 20% more than offsets license
revenue declines of about 10% per year; maintenance revenue
slightly declining due to lower license sales and SaaS
conversions;
-- EBITDA margin gradually expands from a low of 23.5% over the
rating horizon as the impact of a higher SaaS revenue mix hits
an inflection point;
-- $200 million to $450 million of annual FCF (before dividend)
with margins expanding from 6.5% to 11.7% over the rating
horizon;
-- Deleveraging primarily through EBITDA growth; however, the
company may use the growing FCF for acquisitions, debt
repayment, or shareholder return;
-- Aggregate incremental debt issuance of $600 million through
the rating horizon;
-- Recovery analysis assumes going concern EBITDA that is
approximately 15% lower relative to LTM EBITDA assuming a
combination of revenue decline and margin contraction in
distress scenario when enterprise customers may elect to move
to an alternate supplier due to the uncertainties surrounding
a distressed supplier; the reduced scale would result in
weaker margins. Fitch applies a 7x multiple to arrive at EV of
$4.1 billion. The multiple is somewhat higher than the median
TMT enterprise value multiple and reflects the high proportion
of recurring revenues and strong free cash flow
characteristics of issuers within the enterprise software sub-
sector. In the 13th edition of "Bankruptcy Enterprise Values
and Creditor Recoveries" case study, Fitch notes seven past
reorganizations in the Technology sector, where the median
recovery multiple was 4.9x. Of these companies, only two were
in the Software subsector: Allen Systems Group, Inc. and
Aspect Software Parent, Inc., which received recovery
multiples of 8.4x and 5.5x, respectively. The strong operating
profile of Infor is supportive of a recovery multiple in the
upper-end of this range. Infor's peers in the enterprise
software segment include Oracle which is trading at
approximately 11x EBITDA multiple; this also supports Fitch EV
valuation multiple.
-- Fitch assumes a fully drawn revolver in its recovery analysis.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action:
-- Positive action could result from Fitch's expectations for
leverage to sustain below 7.0x. Given Infor's private equity
ownership, Fitch does not expect this to occur until the
company begins preparing for an IPO.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action:
-- The ratings could come under pressure if FCF margins approach
5%, potentially due to higher than expected licensing revenue
declines without an offsetting impact from SaaS, or failure to
stabilize EBITDA margins.
LIQUIDITY
Liquidity as of July 31, 2017 was sufficient, based on Fitch's
expectations for annual FCF (before dividend) of $200 million to
$450 million over the rating horizon, and $110 million available
under a committed revolving credit facility. Infor maintains a
significant overseas cash balance, with $199 million of its total
$278 million of cash and cash equivalents held outside of the U.S.
The company has no significant maturities until 2020 when $500
million of total debt matures.
Total funded debt as of July 31, 2017 is $6.6 billion and consists
of:
-- $120 million senior secured revolving credit facility due 2019
(undrawn);
-- $2.142 billion senior secured term loan B-6 due 2022;
-- EUR1 billion senior secured term loan B-1 due 2022;
-- $500 million senior secured bonds due 2020;
-- $9 million of capital lease obligations;
-- $1.630 billion 6.5% senior unsecured notes due 2022;
-- EUR350 million 5.75% senior unsecured notes due 2022;
-- $750 million senior contingent cash pay notes due 2021.
FULL LIST OF RATING ACTIONS
Fitch affirms the following ratings:
Infor (US), Inc.
-- Long-Term Issuer Default Rating (IDR) at 'B';
-- Senior secured credit facilities at 'BB/RR1';
-- Senior secured notes at 'BB/RR1';
-- Senior unsecured notes at 'CCC+/RR6'.
Infor Software Parent, Inc. and Infor Software Parent, LLC
(Co-borrowers)
-- Long-Term IDR 'B';
-- Holdco contingent cash pay notes at 'CCC/RR6'.
Fitch assigns the following rating to Infor Inc.
-- Long-Term IDR at 'B'.
The Rating Outlook is Stable.
IRASEL SAND: Wants Exclusive Plan Filing Deadline Moved to Jan. 8
-----------------------------------------------------------------
Irasel Sand, LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas to extend the exclusivity periods for the Debtor
to file a plan of reorganization to Jan. 8, 2018, and to obtain
confirmation of the plan to April 9, 2018.
Under Section 1121 of the U.S. Bankruptcy Code, the Debtor has the
exclusive right to file a plan of reorganization until Oct. 17,
2017.
The Debtor's bankruptcy was essentially filed as an involuntary
Chapter 11 to allow the Debtor to protect a valuable sublease of
real property in Millet, Texas, where it operates a frac sand
plant. The bankruptcy filing has been contested since the start by
Carousel Specialty Products, Inc., and Select Sands. Although the
bankruptcy was filed on June 19, 2017, a court order for relief was
not entered until Aug. 3, 2017. However, the court order provided
that all deadlines ran from June 19, 2017, instead of Aug. 3. The
Debtor did not even know that its bankruptcy would continue until
Aug. 3. It has effectively only been operating for two months.
The Debtor is now operating and based on a recent court order, the
Debtor is no longer burdened with Carousel's Marketing Agreement.
The Debtor is operating its Plant. However, this has only started
in September.
The Debtor needs to maintain exclusivity because either Select
Sands and Carousel will seek to present a plan which will most
likely result in liquidation.
The Debtor asserts it will not unduly jeopardize the rights of the
estate or the creditors to grant this extension. Even with the
extension, the Debtor says it will be "on track" to obtain
confirmation within one year of the bankruptcy filing.
About Irasel Sand LLC
Based in Dilley, Texas, Irasel Sand, LLC, is a company that was
organized in 2014 as a joint venture between Irabel, Inc., and
Select Sand LLC. The Debtor sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-51420) on June
19, 2017. Louis R. Butler, CEO of managing 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.
Dean William Greer, Esq., at the Law Offices of Dean W. Greer serve
as the Debtor's bankruptcy counsel.
Judge Ronald B. King presides over the case.
The Debtor previously filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 17-31148) on Feb. 27, 2017.
IRONCLAD PERFORMANCE WEAR: 341(a) Meeting Continued to Oct. 25
--------------------------------------------------------------
The meeting of creditors under U.S.C. Sec. 341(a) in the chapter 11
cases of Ironclad Performance Wear Corp, a California corporation,
and Ironclad Performance Wear Corp, a Nevada corporation, has been
continued to Oct. 25, 2017 at 11:30 am at RM 100, 21041 Burbank
Blvd., Woodland Hills, CA 91367-6003.
The Sec. 341 Meeting of Creditors is required in all bankruptcy
cases. All creditors are invited, but not required, to attend.
This Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.
About Ironclad Performance Wear
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 Corp, a California corporation and
Ironclad Performance Wear Corp, 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.
Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the
Debtor. Craig-Hallum Capital Group LLC, is the Debtor's financial
advisor.
The U.S. Trustee formed an official committee of unsecured
creditors, as well as an official committee of equity holders in
the Debtors' cases.
Dentons US LLP is the counsel to the Equity Committee. Brown
Rudnick LLP is the counsel to the Creditors Committee. Province
Inc. is s the Creditors Committee's financial advisor.
IRONCLAD PERFORMANCE WEAR: Claims Expected to Rise Up to $12M
-------------------------------------------------------------
In an Oct. 16, 2017 supplement to its sale motion, Ironclad
Performance Wear Corp. and its affiliates said in a court filing
that it expects total debt in their Chapter 11 cases to rise from
$8 million to $10 million to a range of $10 million to $12
million.
To recall, Ironclad Performance Wear Corp.-California, and Ironclad
Performance Wear Corp.-Nevada, filed a motion seeking to launch a
sale process where Radians Wareham Holding, Inc., will be the
stalking horse bidder with an offer of $20 million or $15 million,
depending upon the occurrence of an event that is set forth in a
letter agreement that is the subject of a motion to seal, subject
to overbid.
In the motion, the Debtors noted their belief that the total debt
in the cases -- both secured and unsecured combined along with
postpetition administrative claims -- is or will be in the range of
approximately $8 million to $10 million, which means that subject
to the closing of the asset sale to Purchaser or a successful
overbidder, all creditors are expected to be paid in full, with
there being a substantial distribution to the shareholders of the
parent company, which is a publicly traded company. However, these
were the figures from the Debtors' first-day pleadings and were in
advertently not updated to take into account the postpetition
events of these cases.
The Court has set Oct. 20, 2017, as the bar date for creditors to
file proofs of claim. Therefore, as of Oct. 16, the universe of
filed proofs of claim is not yet fully known.
The Schedules of Assets and Liabilities filed by the Debtors show
Radians having a prepetition secured claim of $3,397,407. However,
Radians has not yet filed its proof of claim; thus, this claim
estimated by the Debtors may need to be adjusted. In addition,
during the cases, the Debtors have obtained Court approval to
obtain postpetition financing from Radians up to $2 million. The
Debtors have thus far borrowed a total of $1.1 million of
postpetition from Radians. While the Debtors have the authority
from the Court to borrow up to an additional $900,000, the Debtors
currently anticipate borrowings not more than an additional
$400,000 from Radians through the expected closing of the asset
sale.
The Debtors' schedules also show total general unsecured claims of
$4,383,129. This estimated total does not include any general
unsecured claims which will arise from rejection of contracts or
leases. The estimated total does not include any general unsecured
claims which will arise from rejection of contracts or leases. Any
such rejected claims are currently being analyzed by the Debtors.
Based on the foregoing, the Debtors currently estimate that the
total prepetition and postpetition debt in the cases, inclusive of
estimated postpetition administrative claims, will be approximately
$10.5-$12.0 million.
About Ironclad Performance Wear
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 Corp, a California corporation and
Ironclad Performance Wear Corp, 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.
Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the
Debtor. Craig-Hallum Capital Group LLC, is the Debtor's financial
advisor.
The U.S. Trustee formed an official committee of unsecured
creditors, as well as an official committee of equity holders in
the Debtors' cases.
Dentons US LLP is the counsel to the Equity Committee. Brown
Rudnick LLP is the counsel to the Creditors Committee.
IRONCLAD PERFORMANCE WEAR: Equity Committee Formed
--------------------------------------------------
Pursuant to 11 U.S.C. Sec. 1102(a), the United States Trustee for
the Central District of California appointed three equity holders
to serve on an Official Committee of Equity Holders in the Chapter
11 cases of Ironclad Performance Wear Corp, a California
corporation and Ironclad Performance Wear Corp, a Nevada
corporation:
(1) Patrick W. O'Brien
(2) Ronald Chez
(3) Scott Jarus
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors or equity holders they
represent.
The Equity Committee has tapped Dentons US LLP, as counsel in the
case, with the engagement headed by Samuel R. Maizel, Esq., and
Tania M. Moyron, Esq.
To recall, Ironclad Performance Wear Corp.-California, and Ironclad
Performance Wear Corp.-Nevada, filed a motion seeking to launch a
sale process where Radians Wareham Holding, Inc., will be the
stalking horse bidder with an offer of $20 million or $15 million,
depending upon the occurrence of an event that is set forth in a
letter agreement that is the subject of a motion to seal, subject
to overbid. The Debtors said that all creditors are expected to be
paid in full, with there being a substantial distribution to the
shareholders of the parent company, which is a publicly traded
company. The Debtors originally expected total debt in the cases
(both secured and unsecured combined along with postpetition
administrative claims) is or will be in the range of
approximately $8-$10 million, but said Oct. 16, 2017, that total
debt is now expected at $10-$12 million. The Court has set an Oct.
20, 2017 deadline for filings proofs of claim.
About Ironclad Performance Wear
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 Corp, a California corporation and
Ironclad Performance Wear Corp, 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.
Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the
Debtor. Craig-Hallum Capital Group LLC, is the Debtor's financial
advisor.
The U.S. Trustee formed an official committee of unsecured
creditors, as well as an official committee of equity holders in
the Debtors' cases.
IRONCLAD PERFORMANCE: Committee Taps Brown Rudnick as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Ironclad
Performance Wear Corp. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Brown Rudnick
LLP as its legal counsel.
The firm will advise the committee regarding the administration of
the Chapter 11 cases of Ironclad and its affiliate; examine the
conduct of the Debtors' affairs; negotiate the terms of any
potential sale transaction; and assist in the formulation of a plan
of reorganization.
The firm's hourly rates for the services of its attorneys range
from $375 to $880. Paraprofessionals charge $265 per hour.
Cathrine Castaldi, Esq., and Fouad Kurdi, Esq., the attorneys who
will be representing the committee, will charge $675 per hour and
$375 per hour, respectively.
Ms. Castaldi disclosed in a court filing that her firm does not
hold or represent any interest adverse to the Debtors' estates.
Brown Rudnick can be reached through:
Joel S. Miliband, Esq.
Cathrine M. Castaldi, Esq.
Sam Moniz, Esq.
Brown Rudnick LLP
2211 Michelson Drive, 7th Floor
Irvine, CA 92612
Tel: (949) 752-7100
Fax: (949) 252-1514
About Ironclad Performance Wear
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 Corp, a California corporation and
Ironclad Performance Wear Corp, 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.
Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the
Debtor. Craig-Hallum Capital Group LLC is the Debtor's financial
advisor.
On Sept. 22, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.
JAVA-U GROUP: Claim Filing Deadline Set for November 15
-------------------------------------------------------
The Superior Court (Chambre Commerciale) District of Montreal set
Nov. 15, 2017, at 5:00 p.m. (EDT) as the last date and time for any
persons or entities to file proofs of claim against Java-U Group
Inc. and its debtor-affiliates. All proofs of claim must be filed
by mail, courier, email or fax at:
Raymond Chabot Inc.
Monitor of the business and financial
affairs of the Debtor companies
Attention: Jean Gagnon, CPA, CA, CIRP, LIT
National Bank Tower
600 de La Gauchetiere Street West, Suite 2000
Montreal (Quebec) H3B 4L8
Email: reclamationmtl@rcgt.com
Fax: 514 858-3303
The proof of claim form and all the documents relating to the
restructuring of the Debtor Companies are available on the website
of the Monitor at
https://www.raymondchabot.com/en/public-records/java-u/
For further information, contact Philippe Daneau at 514 954-4638,
by email at daneau.philippe@rcgt.com or by fax at 514 878-3303.
Java-U Group Inc. -- http://www.java-u.com/fr/-- operates a chain
of restaurants in Montreal, Quebec.
Java-U Group Inc., Java-U Food Services Inc., Cafe Java-U Inc. and
Java-U RTA Inc. commenced proceedings under the Companies'
Creditors Arrangement Act in Montreal Superior Court in Canada on
October 6, 2017. The CCAA Court entered an Initial Order on
October 6, and appointed Raymond Chabot Inc. as Monitor of the
business and financial affairs of the Debtor Companies.
JIYA CO: Hires Michael B. Nicolella as Appraiser
------------------------------------------------
JIYA Co. seeks approval from the U.S. Bankruptcy Court for the
Western District of Pennsylvania to hire an appraiser to assist in
determining the fair market value of the real estate included in
the bankruptcy estate.
The Debtor wishes to retain Michael B. Nicolella as appraiser at
the flat rate of $250 per residential real estate appraisal
performed.
Mr. Nicolella attests that neither he nor any party with which he
has an affiliation represents any interest adverse to the
Debtor-in-Possession, its estate or any creditors of its estate and
is a "disinterested person" within the meaning of 11 U.S.C. Sec.
101(14).
Mr. Nicolella can be reached through:
Michael B. Nicolella
PO Box 534
Bridgeville, PA 15017
Phone: (412) 851-0848
Email: mbn534@hotmail.com
About JIYA Co
Based in Pittsburgh, Pennsylvania, JIYA Co. filed a Chapter 11
petition (Bankr. W.D. Pa. Case No. 17-23651) on September 11, 2017.
Judge Gregory L. Taddonio presides over the case. Jeffrey T. Morris
at Elliott & Davis PC represents the Debtor as counsel. At the time
of filing, the Debtor estimated less than $1 million in assets and
liabilities.
JOHNNY CHIMPO II: Wants to Use Cash Collateral to Fund Operations
-----------------------------------------------------------------
Johnny Chimpo II, LLC, asks for permission from the U.S. Bankruptcy
Court for the Middle District of Florida to use cash collateral to
fund its operating expenses and costs of administration in this
Chapter 11 case.
Prior to filing its bankruptcy petition, the Debtor borrowed funds
from Natasha Lin, and in exchange granted Lin a lien on its
accounts and accounts receivable. As of the Petition Date, it is
believed Lin will allege a balance due of $100,000.
The Debtor believes that Natasha Lin may assert valid and perfected
security interests in cash collateral. The Debtor proposes to
grant as adequate protection replacement liens on all cash
collateral acquired by the Debtor or the estate on or after the
Petition Date to the same extent, validity, and priority held as of
the Petition Date.
Prior to filing its bankruptcy petition, the Debtor borrowed funds
from Ms. Lin, and in exchange granted Lin a lien on its accounts
and accounts receivable. As of the Petition Date, it is believed
Ms. Lin will allege a balance due of $100,000.
As of the Petition Date, the Debtor had certain funds in various
bank accounts. Additionally, the Debtor continues to receive
revenue from its business. The Debtor anticipates that it will
receive additional payments for goods provided following the
Petition Date in the ordinary course of its business. The proceeds
generated by sales, the funds in the accounts, and the accounts
receivable may constitute the cash collateral of Ms. Lin.
The Debtor will use cash collateral to pay payroll-related expenses
and other expenses in accordance with the proposed October and
November budget. The Debtor proposes to use the cash collateral
for purposes which include: (a) care, maintenance and preservation
of the Debtor's assets; (b) payment of necessary payroll and other
business expenses; (c) continued business operations.
Except as specifically authorized by law or court order, the Debtor
will not use the cash collateral to pay prepetition obligations.
The Debtor says that in order for it to continue its business
activities in an effort to achieve a successful reorganization, it
must use the cash collateral in the ordinary course of business.
The inability of the Debtor to meet its ordinary business expenses
will require the Debtor to discontinue normal operations, which
will result in irreparable injury to the Debtor and its chances for
reorganization. Any discontinuation would also materially and
adversely impact upon the value of the collateral. It is in the
best interest of Lin and other creditors that the Debtor use the
cash collateral, which will preserve the ongoing concern value of
the collateral.
As adequate protection for the use of cash collateral, the Debtor
offers: (a) creditors will have a postpetition lien on the
Collateral to the same extent, validity and priority as existed
prepetition; and (b) the Debtor will pay adequate protection in an
amount of $1,000 per month and provide a replacement lien on the
postpetition funds to the same extent, validity, and priority as
existed prepetition.
The Debtor asserts that the interests of Ms. Lin will be adequately
protected. Consequently, no further provision for adequate
protection is required. The Debtor further alleges that all
conditions precedent to use the cash collateral have been performed
or have occurred.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/flmb17-07764-22.pdf
About Johnny Chimpo II
Johnny Chimpo II, LLC, is a Florida limited liability company doing
business as Bad Willies with its principal place of business in
Tampa, Florida and is currently owned and operated by Lucas Good
and Kelsi Sjoberg. It occupies leased space at 12950 Race Track
Rd, Suite 111, Tampa, FL. It operates a sports lounge and bar that
serves liquor, beer and wine. The main assets of the Company are
located at its current place of operation.
Johnny Chimpo II, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 17-07764) on Aug. 31, 2017, estimating
its assets at between $50,001 and $100,000 and its liabilities at
between $100,001 and $500,000. Jake C. Blanchard, Esq., at
Blanchard Law, PA, serves as the Debtor's bankruptcy counsel.
K & D HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: K & D Hospitality, LLC
111 Sheraton Drive
Greensburg, PA 15601
Type of Business: Founded in 2006, K & D Hospitality is
a small business debtor as defined in 11
U.S.C. Section 101(51D) that operates under
the rooming and boarding houses industry.
Chapter 11 Petition Date: October 18, 2017
Case No.: 17-24167
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Judge: Hon. Carlota M. Bohm
Debtor's Counsel: Justin P. Schantz, Esq.
LAW CARE
DAVID A. COLECCHIA AND ASSOCIATES
324 S. Maple Avenue, 2nd Floor
Greensburg, PA 15601
Tel: 724-837-2320
Fax: 724-837-0602
E-mail: jschantz@my-lawyers.us
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Parmod Patel, president.
A full-text copy of the petition, along with a list of 20 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/pawb17-24167.pdf
KERRY NOBLE: Adams Buying Five Mount Pleasant Properties for $1M
----------------------------------------------------------------
Kerry Bryon Noble asks the U.S. Bankruptcy Court for the Eastern
District of Texas to authorize the sale of the real properties (i)
located at 201 East 2nd Street, Mount Pleasant, Texas; (ii) located
at 504 South Jefferson, Mount Pleasant, Texas; (iii) located at
1222 North Jefferson, Mount Pleasant, Texas; (iv) located at 403
Ferguson, Mount Pleasant, Texas; and (v) located at 1416 North
Edwards, Mount Pleasant, Texas to James Galen Adams for
$1,050,000.
Objections, if any, must be filed within 21 days from the date of
service.
The Debtor and the Buyer entered into the Commercial Improved
Property Earnest Money Contract for the sale of the properties.
The sale will be free and clear of all liens, claims and
encumbrances, and such liens, claims and encumbrances will attach
to the sale proceeds. The Buyer will deposit $500 as earnest money
with Homeland Title Co. The sale is scheduled to close on Oct. 30,
2017.
First National Bank – Winnsboro claims a lien in the amount of
$305,000 and Guaranty Bond Bank claims a lien in the amount of
$35,000 against the properties being sold.
The reasonable and necessary closing costs associated with the sale
and any outstanding ad valorem taxes will be paid at the time of
closing. The attorney fees of $2,500 will be paid to the Debtor's
counsel at the time of closing for preparation of the Motion,
attendance at the hearing on same, and assisting with closing of
the sale. The remaining sale proceeds will be held by the Debtor's
counsel in trust pending further order of the Court.
The Debtor asks that the 14-day stay period following the entry of
an order allowing the sale be waived.
The Purchaser:
James Galen Adams
100 East 14th Street
Mt. Pleasant, TX 75455
Telephone: (903) 380-2512
Winsboro, Texas-based Kerry Bryon Noble sought Chapter 11
protection (Bankr. E.D. Tex. Case No. 17-60755) on Oct. 13, 2017.
Joyce W. Lindauer, Esq., Sarah M. Cox, Esq., Jamie N. Kirk, Esq.,
Jeffery M. Veteto, Esq., at Joyce W. Lindauer Attorney, PLLC, in
Dallas, Texas.
KEYSTONE CONSTRUCTION: Needs Time to Analyze Claims, File Plan
--------------------------------------------------------------
Keystone Construction NY Inc. seeks a 120-day extension from the
U.S. Bankruptcy Court for the Southern District of New York of its
exclusive period to file a plan of reorganization through February
13, 2018.
Absent the requested extension, the Debtor's exclusive period to
file a plan was slated to expire October 16.
The Court has entered an order setting November 15 as the deadline
for filing proofs of claim, and the Debtor and its counsel are
awaiting the filing of all claims. The Debtor relates it will
require time once the Bar Date has passed to analyze the number,
nature and amount of valid claims in order to formulate a viable
plan.
On July 26, 2017 claimant Tracey Eichner filed Claim No. 10 in the
amount of $182,000. The Debtor tells the Court that it is objecting
to Claim No. 10 and needs to bring and litigate an adversarial
action against Tracey Eichner to dispute the actual value of the
claim. The Debtor asserts that the intentional actions and
defamatory behavior of Tracey Eichner caused waste and dissipation
of the value of the assets purchased by the Debtor which in turn
resulted in the Debtor filing the instant Chapter 11 proceeding.
A hearing will be held on December 15, 2017 at 10:00 a.m. during
which time the Court will consider granting the Debtor an extension
of the exclusivity period for filing a plan. Objections are due by
December 8.
About Keystone Construction NY Inc.
Keystone Construction NY Inc. is into the business of landscaping
and snow removal. The Debtor sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-22593) on April
19, 2017. James J. Pace, the owner, signed the petition. At the
time of the filing, the Debtor disclosed that it had estimated
assets of less than $50,000 and liabilities of less than $500,000.
Judge Robert D. Drain presides over the case. The Debtor is
represented by Scott B. Ugell, Esq. of The Ugell Law Firm, P.C.
KOHN FUNERAL: Plan and Disclosures Hearing Set for Nov. 21
----------------------------------------------------------
Judge Laura K. Grandy of the U.S. Bankruptcy Court for the Southern
District of Illinois conditionally approved Kohn Funeral Home,
LLC's small business disclosure statement to accompany its plan of
reorganization, dated Oct. 9, 2017.
A hearing on the Disclosure Statement and the confirmation of the
Plan of Reorganization will be held on Nov. 21, 2017, at 09:00 AM,
in U.S. Bankruptcy Court, Melvin Price US Courthouse, 750 Missouri
Ave, East St Louis, IL 62201.
Any objection to the Disclosure Statement or to confirmation of the
Plan must be filed on or before Nov. 14, 2017.
Acceptances or rejections of the Plan must be submitted on or
before seven days prior to the date of the hearing.
About Kohn Funeral Home
Headquartered in Flora, Illinois, Kohn Funeral Home, LLC, formerly
doing business as Byrd & Kohn Funeral Home, LLC, filed for Chapter
11 bankruptcy protection (Bankr. S.D. Ill. Case No. 16-60489) on
Dec. 22, 2016, listing $1.08 million in total assets and $682,542
in total liabilities. The petition was signed by Jarrod D. Kohn,
member.
Judge Laura K. Grandy presides over the case. Roy J. Dent, Esq.,
at Orr Law Inc serves as the Debtor's bankruptcy counsel.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case.
KOHN FUNERAL: Unsecureds to Recover 100% with 3% Under Plan
-----------------------------------------------------------
Kohn Funeral Home, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Illinois a disclosure statement dated Oct.
9, 2017, referring to the Debtor's plan of reorganization.
Class 4 non-contingent, undisputed, liquidated, unsecured debts,
which total approximately $40,000 will receive 100% of their
respective allowed claims with 3% interest. The Debtor will fund a
pool in the amount of $1,163.25 each month for a period of 36
months starting upon the effective date of the Plan.
The Plan is based on the belief of the Debtor that the present
liquidation value of the Debtor's assets would be sufficient to pay
general unsecured creditors a dividend of 100% of their debts. The
values which the Debtors used in the liquidation analysis assume
the assets are sold for their full fair market value. It is the
Debtors' belief that in a forced liquidation of the Debtors' assets
will bring substantially less than the market value used in the
liquidation analysis. In a foreclosure sale such as the one
pending in Clay County, the creditor owes no duty to seek a surplus
from the sale. As a result, the assets may be sold for the value
of the lien, or less, leaving no distribution to the general,
unsecured creditors. A copy of the Disclosure Statement is
available at:
http://bankrupt.com/misc/ilsb16-60489-55.pdf
About Kohn Funeral Home
Headquartered in Flora, Illinois, Kohn Funeral Home, LLC, formerly
doing business as Byrd & Kohn Funeral Home, LLC, filed for Chapter
11 bankruptcy protection (Bankr. S.D. Ill. Case No. 16-60489) on
Dec. 22, 2016, listing $1.08 million in total assets and $682,542
in total liabilities. The petition was signed by Jarrod D. Kohn,
member.
Judge Laura K. Grandy presides over the case. Roy J. Dent, Esq.,
at Orr Law Inc serves as the Debtor's bankruptcy counsel.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case.
LA PALOMA GENERATING: Panel Hires Brinkman Portillo as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of La Paloma
Generating Company, LLC, et al., seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Brinkman
Portillo Ronk, PAC as counsel for the Committee, nunc pro tunc to
September 5, 2017.
The Committee requires Brinkman Portillo to:
a. provide legal advice as necessary with respect to the
Committee's powers and duties as an official committee appointed
under 11 U.S.C. sec 1102;
b. assist the Committee in investigating the acts, conduct,
assets, liabilities, and financial condition of the Debtors, the
operation of the Debtors' business, potential claims, and any other
matters relevant to the case, to the sale of assets or to the
formulation of a plan of reorganization;
c. participate in the formulation of a Plan;
d. provide legal advice as necessary with respect to any
disclosure statement and Plan filed in this case and with respect
to the process for approving or disapproving disclosure statements
and confirming or denying confirmation of a Plan;
e. prepare on behalf of the Committee, as necessary,
applications, motions, complaints, answers, orders, agreements and
other legal papers;
f. appear in Court to present necessary motions, applications,
and pleadings, and otherwise protecting the interests of those
represented by the Committee;
g. assist the Committee in requesting the appointment of a
trustee or examiner, should the action be necessary; and
h. perform other legal services as may be required and that
are in best interests of the Committee and creditors.
Brinkman Portillo lawyers and paraprofessionals who will work on
the Debtors' cases and their hourly rates are:
Daren Brinkman, Partner $645
Laura Portillo, Partner $565
Kevin Ronk, Partner $490
Kelsi Hunt, Associate $390
Paralegals and Law Clerks $145-$235
Brinkman Portillo will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Daren Brinkman, Esq., member of the firm Brinkman Portillo Ronk,
APC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.
Brinkman Portillo can be reached at:
Daren Brinkman, Esq.
Brinkman Portillo Ronk, APC
4333 Park Terrace Drive, Suite 205
Westlake Village, CA 91361
Phone: 818-597-2992
Fax: 818-597-2998
About La Paloma Generating
La Paloma Generating Company, LLC, a D.C.-based merchant power
generator, and its affiliates La Paloma Acquisition Co, LLC, and
CEP La Paloma Operating Company, LLC, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec.
6, 2016. The petitions were signed by Niranjan Ravindran, as the
Debtors' authorized person. The Hon. Christopher S. Sontchi
presides over the cases.
La Paloma Generating estimated $100 million to $500 million in
assets and $500 million to $1 billion in liabilities.
O'Melveny & Myers LLP was originally tapped to represent the
Debtors. The firm has since been replaced by M. Natasha Labovitz,
Esq., and Craig A. Bruens, Esq., of Debevoise & Plimpton; and Mark
D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A. Lawyers at Curtis, Mallet-Prevost,
Colt & Mosle LLP serve as conflicts counsel. Jefferies LLC serves
as the Debtors' financial advisor and investment banker, while
their claims and noticing agent is Epiq Bankruptcy Solutions.
Alvarez & Marsal North America, LLC, is the financial advisor.
Maria Aprile Sawczuk has been appointed fee examiner in the
bankruptcy case.
On Aug. 2, 2017, the Debtors filed a Chapter 11 plan and disclosure
statement.
On Sept. 5, 2017, Andrew R. Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors. Brinkman
Portillo Ronk, APC and The Rosner Law Group LLC represent the
committee as legal counsel.
LANDING COUNCIL: Hurricane Harvey Delays Plan Filing
----------------------------------------------------
The Landing Council of Co-Owners asks the U.S. Bankruptcy Court for
the Southern District of Texas to extend the exclusivity period
during which only the Debtor may file a plan of reorganization
until April 3, 2018.
The Debtor also requests that the deadline for filing a plan and
disclosure statement be extended to Feb. 1, 2018.
The Court set the deadline for filing a plan and disclosure
statement to Nov. 3, 2017. Section 1121 of the U.S. Bankruptcy
Code gives the Debtor the exclusive right to file a plan and
disclosure statement for 120 days from the petition date and 180
days from the petition date to procure acceptance of the plan
without permitting others to submit a plan. The exclusivity period
in this case ends on Jan. 2, 2018.
The Debtor relates it is in discussions with plaintiffs in a
litigation to resolve disputes between the parties. Any
resolution, or lack thereof, would shape the Debtor's plan of
reorganization. Additional time is needed to determine if a
resolution can be reached.
The Debtor says these discussions have been slowed by the aftermath
of Hurricane Harvey, and the Debtor anticipates that there will be
more time lost with the holidays approaching. The Debtor believes
that an additional 90 days will allow the Debtor to fully explore
if a resolution can be reached and to draft a plan of
reorganization accordingly. The Debtor also believes that
postponing the drafting of the plan and disclosure statement, while
it is determined whether a resolution is possible, will be the most
cost-effective option. The requested extension would be sufficient
both (i) to allow time to focus on discussions with the litigation
plaintiffs and (ii) to prepare and file a plan and disclosure
statement, without the potential threat of a competing plan.
At the request of the U.S. Trustee, the Debtor agrees to file a
status report in advance of the extended deadline for filing a
plan, if for any reason a plan will not be filed by the deadline.
The Debtor will also ask for a hearing on the status report.
About Landing Council
Headquartered in Webster, Texas, The Landing Council of Co-Owners
-- http://www.thelandingcouncil.com/-- is a homeowners'
association that managed and maintained a condominium development
called "The Landing" in El Lago, Texas.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 17-34213) on July 6, 2017, estimating its assets at
between $500,000 and $1 million and its liabilities at between $1
million and $10 million. The petition was signed by Tom Jenkins,
its president.
Judge Jeff Bohm presides over the case.
Miles H. Cohn, Esq., at Crain, Caton & James, PC, serves as the
Debtor's bankruptcy counsel.
LE-MAR HOLDINGS: NADS Appointed as New Committee Member
-------------------------------------------------------
The Office of the U.S. Trustee on Oct. 18 appointed North American
Dispatch Systems as new member of the official committee of
unsecured creditors in the Chapter cases of Le-Mar Holdings, Inc.
and Edwards Mail Service, Inc.
NADS can be reached through:
Joel Beal, General Manager
North American Dispatch Systems
P.O. Box 122346
Arlington, TX 76012
Phone: 877-226-0107, Ext. 109
Fax: 817-423-6841
Email: joelbeal@loadtrek.net
The bankruptcy watchdog had earlier appointed Ryder Truck Rental
Inc. and VFS Leasing Co., court filings show.
About Le-Mar Holdings Inc.
Le-Mar Holdings, Inc. is a mid-sized company in the general freight
trucking business with operations in Grand Prairie, Amarillo,
Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and
Lubbock.
Chuck and Tracey Edwards own approximately 63.9% of the equity
interests in Le-Mar while the Lawrence and Margie Edwards'
Grand-Children's Trust owns approximately 36.1% of the equity
interests. Le-Mar Holdings owns 100% of the equity interests of
Edwards Mail Service, Inc. and 50% of the membership interests of
Taurean East, LLC. Chuck and Tracey Edwards own 50% of the
membership interests of Taurean East.
Le-Mar Holdings, Edwards Mail and Taurean East sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos.
17-50234 to 17-50236) on Sept. 17, 2017. Chuck Edwards, president,
signed the petitions.
At the time of the filing, Le-Mar Holdings estimated assets and
liabilities of $1 million to $10 million.
Judge Robert L. Jones presides over the case.
David L. Campbell, Esq., at Underwood Perkins, P.C., and Mark N.
Parry, Esq., at Moses & Singer LLP serve as the Debtors' bankruptcy
counsel.
On October 12, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
LEHMAN BROTHERS UK: Claims Filing Deadline Set for November 14
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order setting Nov. 14, 2017, at 5:00 p.m. (Eastern Time)
as the last date and time for all persons or entities, including,
without limitation, individuals, partnerships, corporation, joint
ventures and trusts, other than governmental units, to file a proof
of claim against Lehman Brothers U.K. Holdings (Delaware) Inc. and
Lehman Pass-Through Securities Inc.
The Court also set Feb. 27, 2018, at 5:00 p.m. (Eastern Time) as
the deadline for governmental units to file their claims against
the Debtors.
All proofs of claim must be filed with:
a) if by first class mail:
Lehman Brothers U.K. Holdings (Delaware) Inc. and
Lehman Pass-Through Securities Inc.
c/o Epiq Bankruptcy Solutions LLC
P.O. Box 4412
Beaverton, OR 97079-4412
b) if by overnight delivery:
Lehman Brothers U.K. Holdings (Delaware) Inc. and
Lehman Pass-Through Securities Inc.
c/o Epiq Bankruptcy Solutions LLC
10300 SW Allen Blvd.
Beaverton, OR 97005
c) if by hand:
Lehman Brothers U.K. Holdings (Delaware) Inc. and
Lehman Pass-Through Securities Inc.
c/o Epiq Bankruptcy Solutions LLC
10300 SW Allen Blvd.
Beaverton, OR 97005
or
U.S. Bankruptcy Court for the Southern
District of New York
One Bowling Green, Room 534
New York, NY 10004-1408
About Lehman Brothers
Lehman Brothers U.K. Holdings (Delaware) Inc. and Lehman
Pass-Through Securities Inc. were managed and controlled by Lehman
Brothers Holdings Inc. upon the effective date of its Chapter 11
plan and are debtor-controlled entities under that plan.
Prior to the commencement of LBHI's Chapter 11 case, LUK was a
wholly-owned, direct subsidiary of the company and the direct and
indirect parent of a substantial portion of the company's European
operations. During the same period, LPTSI was a direct subsidiary
of Lehman Commercial Paper Inc., which was an indirect subsidiary
of LBHI.
The primary business of LUK and LPTSI is managing a portfolio of
global assets. This includes interacting with borrowers, joint
venture partners, and other parties related to the assets;
monitoring the real-estate development projects; assessing key
variables that influence the recovery values of those entities'
assets; and evaluating market conditions in order to determine
whether to hold or sell.
LUK and LPTSI sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case Nos. 17-12442 and 17-12443) on August
31, 2017. The petitions were signed by Christopher Mosher,
director, vice-president and assistant treasurer.
At the time of the filing, the Debtors disclosed that they had
estimated assets of $500 million to $1 billion and liabilities of
$100 million to $500 million.
Epiq Bankruptcy Solutions, LLC is the Debtors' claims and noticing
agent.
* * *
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the largest
in U.S. history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were assigned to Judge James M. Peck.
Judge Shelley Chapman took over the case after Judge Peck retired
from the bench to join Morrison & Foerster.
A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI. He is represented by
Hughes Hubbard & Reed LLP.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
In October 2016, the team winding down LBHI paid $3.8 billion to
creditors, the 11th distribution since Lehman's collapse in 2008.
This brought the total payout to more than $113.6 billion.
Bondholders were projected to receive about 21 cents on the dollar
when Lehman's bankruptcy plan went into effect in early 2012. The
11th distribution raised the bondholders' recovery to more than 40
cents on the dollar and recoveries for general unsecured creditors
of Lehman's commodities to 79 cents on the dollar. Lehman's
aggregate 12th distribution to unsecured creditors pursuant to its
confirmed Chapter 11 plan will total approximately $3.0 billion.
LEWISTON SHOPPING: Has 60 More Days to File Reorganization Plan
---------------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania has extended by 60 days, at the
behest of Greater Lewistown Shopping Plaza LP, the exclusive
periods within which on the Debtor may file a plan of
reorganization and solicit acceptance of the plan.
As reported by the Troubled Company Reporter on Sept. 20, 2017, the
Debtor sought extension of 60 days from Sept. 21, 2017, to submit
its Plan of Reorganization and Disclosure Statement, as well as an
extension of the period of exclusivity for soliciting acceptances
of a plan to 60 days thereafter.
About Greater Lewistown Shopping Plaza
Greater Lewistown Shopping Plaza LP sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00693) on
Feb. 23, 2017. The petition was signed by Nicholas J Moraitis,
president, NJM Lewistown Properties, Inc., sole general partner of
Greater Lewistown Shopping Plaza, L.P. The case is assigned to
Judge Robert N Opel II. At the time of the filing, the Debtor
estimated assets and liabilities of $10 million to $50 million
each. The Debtor is represented by Gary J Imblum, Esq., at Imblum
Law Offices, P.C.
LISA LORD: Taps Taylor Valuation Group as Appraiser
---------------------------------------------------
Lisa Lord, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas to hire an appraiser.
The Debtor proposes to employ The Taylor Valuation Group, Inc. to
appraise its principal place of business. The firm will receive an
initial payment of $2,000 to $2,200 for the preparation of an
appraisal report. Additional consultation, review or testimony
will be billed separately.
The firm can be reached through:
Robert L. Taylor
The Taylor Valuation Group, Inc.
3321 W. Rr 255
Brookeland, TX 75931-6412
Email: (409) 698-3214
About Lisa Lord Inc.
Lisa Lord, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 17-10339) on June 9, 2017, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Robert E. Barron, Esq., at Barron and Barron LLP.
LOVE GRACE HOLDINGS: Joint Ch. 11 Plan Filed by Committee and CVI
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors and Country Visions,
Inc., filed with the U.S. Bankruptcy Court for the Middle District
of Louisiana a joint disclosure statement, dated Oct. 10, 2017, to
accompany a joint plan of reorganization for Love Grace Holdings,
Inc.
Unlike the Debtor's plan, the Joint Plan serves as a significant
settlement between the Committee and CVI. This settlement, if
approved, provides (a) a more certain future for creditors,
including two attractive options for unsecured creditors, (b) a
stable and committed financing source to fund the Plan Obligations
and future operations, and (c) resolution of multi-million dollar
pending litigation between the Estate and CVI that only applies if
the Joint Plan is confirmed and consummated.
Class 2 Unsecured Claimants voting on the Joint Plan, other than
CVI, will have a viable choice between being repaid by the emerging
company Chic Ventures as a creditor over time or converting their
claims to an equity share in Chic Ventures. Those Class 2 Claimants
who do not make the affirmative election will automatically receive
a Pro Rata share of the Minority Stake. Those affirmatively
electing Debt Treatment will be entitled to as much as a 33%
recovery, up to a maximum $1,500,000, plus 4% interest, together
with any Pro Rata share of Avoidance Action recoveries, if any,
made by the Liquidating Trustee. In the event more than $4.5
million in Class 2 Claims make the affirmative election, the
maximum 33% recovery will be reduced to a Pro Rata share of the
$1.5 million promissory note.
The ultimate recovery for those Class 2 Claimants not affirmatively
electing Debt Treatment is more difficult to estimate. But under
the Debtor’s projections of future earnings, projections CVI
believes Chic Ventures can exceed, there is an opportunity to
receive meaningful Member Distributions over time and a Pro Rata
share of both a Buyout of the Minority Stake in the future and a
Pro Rata share of any Avoidance Action recoveries made by the
Liquidating Trustee.
The Proponents have concluded that an asset auction would not be in
the best interest of the Estate. Accordingly, the Proponents place
no significant value at all on a liquidation, certainly no value
exists for unsecured creditors in that event. The real value under
this Joint Plan is turning over ownership and management of the
stores to the creditors, one of which, CVI, has the experience and
financial wherewithal to grow the business and pay creditors a
significant recovery over time.
The Committee and the CVI amended their plan outline on the same
day and added Sept. 15, 2017, as the date in which holders that are
governmental units are solicited to vote to accept or reject the
Joint Plan.
The Court will convene a hearing on Nov. 8, 2017, at 11:00 a.m. to
consider the adequacy of the information contained in the
disclosure statement; fix a deadline for the holders of claims and
interests to accept or reject the plan; and fix a date for the
hearing on confirmation of the plan.
Objections to the disclosure statement must be filed and delivered
to the plan proponent no later than eight days before the hearing.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/lamb17-10057-287.pdf
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/lamb17-10057-289.pdf
About Love Grace Holdings
Love Grace Holdings, Inc., doing business as Apricot Lane and Blu
Spero Boutique, operates a series of retail clothing outlets in
malls. The locations are in Florida, Alabama, Louisiana and
Mississippi.
Love Grace Holdings filed a Chapter 11 petition (Bankr. M.D. La.
Case No. 17-10057) on Jan. 20, 2017. The petition was signed by
Arthur A. Lancaster, Jr., president and sole shareholder. The case
is assigned to Judge Douglas D. Dodd. The Debtor estimated assets
and liabilities at $1 million to $10 million.
The Debtor is represented by Greta M. Brouphy, Esq., and Douglas S.
Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC.
On Feb. 6, 2017, the U.S. trustee for Region 5 appointed an
official committee of unsecured creditors. The committee members
are: (1) GGP Limited Partnership; (2) Intex Flooring, LLC; and (3)
Douglas Kampen. The Committee hired Paul Douglas Stewart, Jr.,
Esq., at Stewart Robbins & Brown, LLC, as its legal counsel.
No trustee or examiner has been appointed or designated in the
case.
MAC ACQUISITION: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Mac Acquisition LLC
aka Romano's Macaroni Grill
aka Mac Acquisition of Delaware LLC
1855 Blake St., Ste. 200
Denver, CO 80202
Type of Business: The Debtors operate full-service casual dining
restaurants under the trade name, "Romano's
Macaroni Grill." As of the Petition Date, the
Debtors operated 93 company-owned restaurants
located in 23 states, with a workforce of
approximately 4,600 employees. The Debtors'
non-Debtor affiliate, RMG Development, also
franchises an additional 23 restaurants in
Florida, Hawaii, Illinois, Texas, Puerto Rico,
Mexico, Bahrain, Egypt, Oman, the United Arab
Emirates, Qatar, Germany, and Saudi Arabia.
During 2016, the Debtors and RMG generated gross
revenues through restaurant sales and franchisee
payments of approximately $230 million.
Web site at: https://www.macaronigrill.com/
Chapter 11 Petition Date: October 18, 2017
Debtor affiliates that simultaneously filed Chapter 11 bankruptcy
petitions:
Debtor Case No.
------ --------
Mac Acquisition LLC (Lead Case) 17-12224
Mac Parent LLC 17-12225
Mac Holding LLC 17-12226
Mac Acquisition of New Jersey LLC 17-12228
Mac Acquisition of Kansas LLC 17-12229
Mac Acquisition of Anne Arundel County LLC 17-12230
Mac Acquisition of Frederick County LLC 17-12231
Mac Acquisition of Baltimore County LLC 17-12232
Macaroni Grill Services LLC 17-12233
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Mary F. Walrath
Debtors'
Delaware
Bankruptcy
Counsel: Elizabeth S. Justison, Esq.
Michael R. Nestor, Esq.
Edmon L. Morton, Esq.
Ryan M. Bartley, Esq.
Elizabeth S. Justison, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: mnestor@ycst.com
emorton@ycst.com
rbartley@ycst.com
ejustison@ycst.com
Debtors'
General
Bankruptcy
Counsel: Jeffrey C. Krause, Esq.
Michael S. Neumeister, Esq.
Emily B. Speak, Esq.
Brittany N. Schmeltz, Esq.
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, California 90071
Tel: (213) 229-7000
Fax: (213) 229-7520
E-mail: jkrause@gibsondunn.com
mneumeister@gibsondunn.com
espeak@gibsondunn.com
bschmeltz@gibsondunn.com
Debtors'
Restructuring
Financial
Advisor: MACKINAC PARTNERS, LLC
Debtors'
Claims,
Noticing Agent
& Administrative
Advisor: DONLIN, RECANO & COMPANY, INC.
Re: Mac Acquisition LLC, et al.
P.O. Box 199043
Blythebourne Station
Brooklyn, NY 11219
Tel: (212) 771-1128
Web site:
https://www.donlinrecano.com/Clients/mg/Index
Mac Acquisition's
Estimated Assets: $10 million to $50 million
Mac Acquisition's
Estimated Debt: $50 million to $100 million
The petitions was signed by Nishant Machado, president, CEO and
CRO. A full-text copy of Mac Acquisition's petition is available
for free at http://bankrupt.com/misc/deb17-12224.pdf
Debtors' List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Aramark Uniform & Career Trade Debt $767,707
2500 Delaware Ave.
Des Moines IA 50317
Jeff Danner
Tel: 515-299-2660
Email: danner-jeff@aramark.com
NCR Corporation Trade Debt $465,598
PO Box 198755
Atlanta GA 30384
Jordan Harris
Tel: 817-475-1658
Email: Jordan.Harris@ncr.com
Db Five Grill LP Lease Obligations $400,706
c/o Cardinal Capital Partners
8214 Westchester Dr., 9th Floor
Dallas TX 75225
Gil Besing
Tel: 214-696-3600
Fax: 214-696-9854
Email: gbesing@cardinalcapital.com
Ch/Mg Ramsey Owner LLC Lease Obligations $291,260
c/o Federman Steifman, LLP
220 East 42nd Street
29th Floor
New York NY 10017
Ariana Golub
Tel: 602-778-8700
Fax: 212-845-9821
Email: agolub@loricoreis.com
Second Florida Lease Obligations $277,719
BS Investments, LLC
80 Nashua Road
Londonderry NH 03053
Raja Khanna
Tel: 603-432-7070
Fax: 603-437-6174
Email: raja@aviseproperties.com
Scranton Realty, LLC Lease Obligations $230,346
Email: jwinegarden@hjwineberg.com
Mjdel LLC Lease Obligations $209,674
Email: bdelegas@aol.com
Ecolab Trade Debt $208,665
Email: Tom.Wick@ecolab.com
Casual Dining Cool Springs, LLC Lease Obligations $196,263
Email: carolinacenters@optonline.net;
valnasano@gmail.com
Tradecor Gilbert Ang Vaughn LLC Lease Obligations $194,649
Email: britt.sanchez@tradecorllc.com
Ogletree Deakings Nash Smoak & Trade Debt $193,568
Stewart PC
Email: karen.morinelli@ogletreedeakins.com;
Alix.Udelson@macgrill.com
Shopping Center Assoc. Lease Obligations $188,356
Email: sshah@Simon.com;
dlindqui@simon.com
Casual Dining Altamonte Lease Obligations $179,059
Springs, LLC
Email: carolinacenters@optonline.net;
valnasano@gmail.com
Inland Continental Property Lease Obligations $167,674
Email: oswald@inlandcontinental.com
Simon Property Group LP Lease Obligations $159,792
Email: mfreese@simon.com
J Nazzaro Partnership LP Lease Obligations $154,685
Email: jim@jjnazzaro.com
CBS- Custom Business Trade Debt $153,994
Solutions Inc.
Email: art.julian@cbsnorthstar.com
Tres Woodland Investment LLC Lease Obligations $145,554
Email: mr_bryan_ly@verizon.net
2728 Gannon Road, LLC Lease Obligations $142,956
Email: juddenator@gmail.com
A Nazzaro Associates Inc. Lease Obligations $138,332
Email: jim@jjnazzaro.com
SynergySuite Inc. Trade Debt $128,605
Email: niall@synergusuite.com
Dulles Town Center Mall LLC Lease Obligations $116,666
Email: EGagliardi@Lerner.com
100 University, LLC Lease Obligations $109,718
Email: jplessis@seberlawfirm.com
Brinker New Jersey, Inc. Lease Obligations $108,919
Email: denise.moore@brinker.com
Cole CH/MG Flanders NJ, LLC Lease Obligations $99,607
Email: kathy.rowland@ColeREIT.com
Joseph A & Helen R Keim Lease Obligations $97,639
Email: joekeim@sbcglobal.net
CPY - Chas P Young Company Trade debt $94,956
Email: david.a.carlin@rrd.com
Mamakos Enterprises, LLC Lease Obligations $91,654
Email: smamakos@optonline.net
Concord Square Associates, LLC Lease Obligations $88,415
Email: kfini@capanoinc.com
CDW Direct LLC Trade Debt $85,884
Email: danifis@cdw.com
MAC ACQUISITION: Readies Plan But Sale Still an Option
------------------------------------------------------
Mac Acquisition LLC and its affiliates, owners of 93 Romano's
Macaroni Grill restaurants, have sought Chapter 11 protection to
implement a balance sheet and operational restructuring that will
allow the Debtors to reemerge as a successful leading casual dining
restaurant chain.
Nishant Machado, President, Chief Executive Officer, and Chief
Restructuring Officer of Mac Acquisition, said in an Oct. 18, 2017,
court filing that the Debtors, in consultation with their
professional advisors and after careful examination by the Debtors'
management team, have already implemented the initial phase of the
Debtors' turnaround efforts. In 2017, the Debtors closed 37
company-operated restaurant locations and over the last several
years have subleased and assigned other locations that were not
generating operating profits, substantially decreasing their
operating expenses on a go-forward basis. Through the Chapter 11
Cases, the Debtors seek to restructure their current liabilities,
including the damages claims by lessors under terminated leases to
preserve and maximize value.
Shortly after the Petition Date, the Debtors intend to file a
chapter 11 plan that implements the Debtors' proposed restructuring
and that de-leverages the Debtors' balance sheets. The Proposed
Plan has the support of two of the Debtors' largest secured
creditors, Bank of Colorado and Riesen Funding LLC, which
collectively hold more than $23 million of secured claims. Both BOC
and Riesen Funding have entered into the Restructuring Support
Agreement to help pave the way for a swift and efficient chapter 11
plan process. The Debtors have also entered into an agreement with
Raven Capital Management LLC pursuant to which its funds -- DIP
Lenders -- will provide $5 million in debtor-in-possession
financing.
Raven has agreed to provide the Debtor with an option to convert
any principal and interest owing under the DIP Facility into exit
financing upon confirmation of an acceptable chapter 11 plan and
the Debtors' successful emergence from chapter 11, and has
committed to provide up to an additional $8.5 million in financing
through the Exit Facility, all subject to the terms and conditions
of the DIP Facility. This exit financing would provide the
reorganized Debtors with additional operating liquidity that would
create opportunity for the Debtors to successfully complete their
turnaround and fund the chapter 11 plan.
The Debtors' proposed process is designed to maximize the value of
their business and assets, while restructuring their substantial
debt load. With a deleveraged balance sheet, a rationalized
portfolio of restaurants, and a committed lender that supports the
Debtors' turnaround efforts, the Debtors will be poised to
successfully emerge as a positive example for the casual dining
industry, and will be positioned to increase annual revenue and
profitability on a sustainable basis.
Marketing Process
While the Debtors believe their Proposed Plan provides the greatest
opportunity for the Debtors to promptly emerge from chapter 11 and
make distributions to creditors, the Debtors are currently pursuing
retention of an investment banker to market the Debtors' companies
and assets on a parallel path with the Debtors' plan process. If
the marketing process identifies a third party that is willing to
pay a purchase price that provides greater value for the estate
than the Proposed Plan, both the Restructuring Support Agreement
and the DIP Agreement contain "fiduciary outs" that would permit
the Debtors to pursue an alternative sale transaction.
Chapter 11 Plan
It is the Debtors' goal to complete the Chapter 11 Cases quickly
and efficiently. They have the consent and support of BOC and
Riesen Funding, the Debtors' largest secured creditors. The Debtors
believe they will be able to obtain the support of their other
secured creditors in the first few weeks of the Chapter 11 cases
and hope to obtain the support of unsecured creditors, as well.
The Debtors have secured debt potentially in excess of $18 million
owing to BOC and an additional $5 million in secured debt owed to
Riesen Funding.
Although the Debtors have not yet officially filed a Chapter 11
plan and disclosure statement, the Debtors shared a copy of the
proposed Chapter 11 plan as an exhibit to the CEO's affidavit in
support of the first day motions. A copy of the affidavit is
available at:
http://bankrupt.com/misc/Mac_A_2_1st_Day_Affidavit.pdf
The salient terms of the Proposed Plan are:
-- On the Effective Date, the Bank of Colorado Claims shall be
Allowed in full without set-off, defense or counterclaim in the
aggregate principal amount of not less than 13,933,024 plus (i) all
unreimbursed obligations on account of issued letters of credit and
(ii) all outstanding fees, accrued and unpaid pre- and
post-petition interest, expenses and contingent reimbursement
obligations, in each case, pursuant to and as provided in the BOC
Credit Documents. On the Effective Date, each holder of a BOC
Claim shall receive its Pro Rata share of:
a. on the Effective Date payment of $3,500,000 in cash;
b. payment of $41,666.67 each month for 24 months from and
after the Effective Date to be applied to the reduction of the
principal portion of the Allowed BOC Claims;
c. payment of interest only at the rate of 5.00% per annum on
the remaining balance owing to BOC on account of the Allowed BOC
Claims after receipt of the payments pursuant to (a) and (b),
above, each month for 24 months from and after the Effective Date;
d. payment of the remaining portion of the Allowed BOC
Claims representing principal and any other unpaid interest, fees
and charges relating thereto that are part of the Allowed BOC
Claims in full in Cash on the first day of the 24th month after the
Effective Date;
e. payment of the fees and expenses; and
f. the reinstatement of any letters of credit that remain
issued and outstanding as of the Effective Date on the same terms.
-- Riesen Funding will receive the equity interests in the
Reorganized Mac Parent. The new equity interests will be subject
to dilution if the warrants to acquire 5% of the equity interests
in Reorganized Mac Parent granted under the exit facility are
exercised.
-- If the class of general unsecured creditors votes in favor
of this Plan, its pro rata share of the General Unsecured Claim
Cash Pool of $500,000. But if the class rejects this Plan, no
distribution on account of its Allowed General Unsecured Claim.
-- Existing Equity Interests shall be discharged, cancelled,
released, and extinguished as of the Effective Date and holders of
Existing Equity Interests shall neither receive any Distributions
nor retain any property under this Plan for or on account of such
Equity Interests.
About Romano's Macaroni Grill
Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ --
operate full-service casual dining restaurants under the trade
name, "Romano's Macaroni Grill." As of Oct. 18, 2017, the company
operates 93 company-owned restaurants located in 23 states, with a
workforce of approximately 4,600 employees. Non-debtor affiliate
RMG Development franchises an additional 23 restaurants in Florida,
Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain, Egypt, Oman,
the United Arab Emirates, Qatar, Germany, and Saudi Arabia.
During 2016, the Debtors and RMG generated gross revenues through
restaurant sales and franchisee payments of approximately $230
million.
On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224).
Mac Acquisition's estimated assets of $10 million to $50 million
and debt at $50 million to $100 million.
The Hon. Mary F. Walrath is the case judge.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as
general bankruptcy counsel; Mackinac Partners, LLC, and financial
advisor. Donlin, Recano & Company, Inc., is the claims agent, and
maintains the Web site at https://www.donlinrecano.com/mg
MAC ACQUISITION: Says Biz as Usual for 93 Macaroni Grill Branches
-----------------------------------------------------------------
Mac Acquisition LLC and its affiliates, owners of 93 Romano's
Macaroni Grill restaurants, have sought Chapter 11 protection, but
said that Macaroni Grill will operate in a "business as usual" mode
during the Chapter 11 process.
The Company said the Bankruptcy Court has authorized Macaroni Grill
to continue all customer programs, without any interruption, and
continue all regular compensation and benefits currently provided
to employees. Additionally, Macaroni Grill has obtained the
support of its existing secured lenders and additional funding to
finance its operations during and after the bankruptcy.
According to the Company, Macaroni Grill remains a strong and
notable brand in the casual dining space with 93 stores nationally
in 25 states.
Prepetition, the Debtors, with the aid of the Debtors' management
and advisors, identified certain restaurants that would need to be
closed in order to reduce or eliminate ongoing cash-flow losses,
and formulated a plan to reorganize around the Debtors'
better-performing stores. As a result, the Debtors closed 37
unprofitable restaurant locations during the period from
approximately January 2017 through approximately July 2017.
The Debtors are currently operating 93 Debtor-owned restaurant
locations, which the Debtors intend to reorganize around with the
aim of emerging from chapter 11 in early 2018 and having
profitable operations during 2018.
According to a statement by the Company, the Chapter 11 filings are
part of a consensual plan by the Company's owners and its lenders
to shed the Company of legacy liabilities that have been
accumulated through multiple ownership changes and have burdened
the Company for several years. The Company strived to reach an out
of court settlement with the landlords of closed units, to optimize
the company's operations, however, a global settlement was not
reached and the decision was made to file for Chapter 11 as a more
prudent course of action.
Redrock Partners, LLC bought the Company from Ignite Restaurant
Group in April 2015 and the ownership group has invested time and
money in rebuilding the business, strengthening the platform and
eliminating legacy liabilities. In May 2017, Riesen Funding
purchased Monfort Family Limited Partnership 1's 50% interest of
Redrock and engaged Mackinac Partners, a national restructuring and
turnaround firm with deep restaurant expertise.
The Company is focused on key operational initiatives to improve
the guest experience, recognizing the thousands of team members who
serve the millions of Macaroni Grill guests each and every day and
investing in the future of the business to recapture its place as
the leader in the casual dining space.
About Romano's Macaroni Grill
Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ --
operate full-service casual dining restaurants under the trade
name, "Romano's Macaroni Grill." As of Oct. 18, 2017, the company
operates 93 company-owned restaurants located in 23 states, with a
workforce of approximately 4,600 employees. Non-debtor affiliate
RMG Development franchises an additional 23 restaurants in Florida,
Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain, Egypt, Oman,
the United Arab Emirates, Qatar, Germany, and Saudi Arabia.
During 2016, the Debtors and RMG generated gross revenues through
restaurant sales and franchisee payments of approximately $230
million.
On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224).
Mac Acquisition's estimated assets of $10 million to $50 million
and debt at $50 million to $100 million.
The Hon. Mary F. Walrath is the case judge.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as
general bankruptcy counsel; Mackinac Partners, LLC, and financial
advisor. Donlin, Recano & Company, Inc., is the claims agent, and
maintains the Web site at https://www.donlinrecano.com/mg
MAY ARTS: Wants to Use Cash Collateral Through Oct. 23
------------------------------------------------------
May Arts, LLC, seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to use cash collateral to
continue operations in the ordinary course of business, through
Oct. 23, 2017.
In September 2014, the Debtor refinanced its existing debt with
Connecticut Community Bank, N.A., d/b/a The Greenwich Bank & Trust
Company. The Lender claims a first position, blanket lien on all
of the Debtor's assets, tangible and intangible. The Loans are
secured by the Debtor's receivables, fixed assets, and inventory.
The Debtor's book value of the Lender's collateral is approximately
$1,331,000. The Debtor believes, on a fair market basis, its
receivables are $131,000. The Debtor's equipment has a book value
of $100,000 with a liquidation value of the racking estimated at
$20,000. The Debtor's inventory has a book value of $1,100,000.
The Lender appraised the inventory prior to the filing of the
bankruptcy petition; however, the Debtor is unaware of the value
conclusions reached in that appraisal. On a liquidation basis, the
Debtor believes the inventory is worth between $100,000 and
$200,000 with an undetermined fair market value that is likely less
than book value. As of Aug. 29, 2017, the Lender alleges
approximately $2,275,448.11 is owed to the Lender on account of the
Loans.
The Debtor prepared these budgets:
a. a 30-day budget detailing the Debtor's proposed use of cash
collateral from Oct. 1, 2017, through Oct. 31, 2017. Because the
Debtor filed the motion on an expedited basis, it initially seeks
use of cash collateral for two weeks, through Oct. 23, 2017, or at
shorter time period as the Court deems just and appropriate; and
b. a 12-month projected cash flow, to show the Debtor's
creditors and the Court the intended use of existing revenue
streams, in the ordinary course, as well as an influx of working
capital from a projected debtor-in-possession loan.
The continued use of cash collateral will allow the Debtor to
continue operating so that the Debtor can continue with this
reorganization by proposing a plan to satisfy the claims of
creditors.
The Debtor proposes to provide adequate protection to the Lender
and any other party asserting a lien on cash or accounts in the
form of a replacement lien of the same extent, priority and
validity as exited prepetition.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/paeb17-16869-3.pdf
About May Arts
Founded in 1980's in Riverside, Connecticut, May Arts LLC, formerly
known as Compass Designs, LLC -- -- https://www.mayarts.com/ -- is
a family-owned supplier of ribbons, serving a wide variety of
merchants from large retail outlets to home-based business. May
Arts carries a wide selection of ribbons to choose from, like
sheer, satin, grosgrain, and silk in a variety of prints and
patterns. The Company has over 5,000 ribbon variations in stock in
its warehouse facility in Stamford, Connecticut. May Arts serves a
wide range of industries, including: craft & hobby, scrapbooking,
paper crafts, card making, stationery, gift wrapping & packaging,
fashion & apparel, jewelry, home decor & interior design, floral,
confectionery (chocolates), wedding & party decoration, quilting,
craft sewing & doll making and mixed media.
May Arts filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Pa. Case No. 17-16869) on Oct. 9, 2017, estimating their assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Joseph S. Duffey, president.
Judge Eric L. Frank presides over the case.
Albert A. Ciardi, III, Esq., and Jennifer E. Cranston, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.
METRO HOUSING: Gets 90-Day Extension to Exclusively File Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
extended, at the behest of Metro Housing Project LLC, the period
within which the Debtor has exclusivity in filing a Chapter 11 plan
of reorganization and disclosure statement for a period of 90 days
from Oct. 2, 2017, and it is exclusive period to obtain acceptance
of the plan for a period of 120 days from Oct. 2, 2017.
As reported by the Troubled Company Reporter on Oct. 5, 2017, the
Debtor sought the extension, saying that it is still in the process
of gathering information necessary to make decisions about how the
plan will be drafted, or what the exit strategy is. The Debtor
told the Court that it may be on the cusp of resolving all issues
with the largest creditor in this case since the Debtor has already
worked out a deal with Hard Money Bankers, LLC, regarding its real
property located in Baltimore City. The Debtor contended that
currently, it is still trying to negotiate with Hard Money Bankers,
to work out a deal regarding the real property located in Howard
County. The Debtor believes that if that deal is worked out, it
may be able to exit bankruptcy.
About Metro Housing Project LLC
Metro Housing Project, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 17-17618) on June 2, 2017. The petition
was signed by Seon Ok Lee, member. At the time of filing, the
Debtor had $500,000 to $1 million in estimated assets and $100,000
to $500,000 in estimated liabilities.
The Debtor is represented by Alon Nager, Esq., at Nager Law Group.
MOHDSAMEER ALJANEDI: Seeks Permission to Use CWB Cash Collateral
----------------------------------------------------------------
Mohdsameeer Aljandi Dental Corporation, d/b/a Beachside Dental
Group, seeks authorization from the U.S. Bankruptcy Court for the
Central District of California to use cash collateral to pay the
immediately necessary and ongoing expenses of maintaining,
operating and preserving its business.
The Debtor intends to use the income from all revenue, receipts and
profits from the operation of its business, a dental practice,
located at 18800 Main St., Suite 110, Huntington Beach, CA 92648.
The projected income and expenses for the first three months for
which cash collateral would be used are set forth in the Budget,
which include among other matters monthly rent, equipment leases
wages, and other contractor compensation, utilities, supplies,
advertising, insurance, supplies and lab fees, as well as
post-petition debt service obligations to Community West Bank.
The Debtor claims that said cash collateral is pledged as security
for several loans and/or corporate guarantees entered into between
Debtor and secured creditor Community West Bank, as well as other
creditors. The Debtor believes that the current balance of
Community West Bank claims is approximately $2,835,040.
The Debtor submits that the use of cash collateral will provides
adequate protection for the interests of Community West Bank as
Debtor proposes to continue making regular monthly payment on its
loan which Debtor had previously agreed to in the 2015 Agreement.
Moreover, the Debtor will give CWB a replacement lien in Debtor's
assets, income, revenue, receipts and profits of the business.
A full-text copy of the Debtor's Motion, dated Oct. 15, 2017, is
available at https://is.gd/yXANLs
About Mohdsameer Aljanedi Dental
Beachside Dental Group is a multi-specialty dental company offering
a wide range of dental services, including general and cosmetic
dentistry, dental sedation, periodontics – gum specialist,
orthodontics, endodontics, oral surgery, pedodontics,
prosthodontics, and laser dentistry. The Company's gross revenue
amounted to $1.65 million in 2016 and $1.50 million during the year
prior that.
Mohdsameer Aljanedi Dental Corporation, d/b/a Beachside Dental
Group, previously sought bankruptcy protection (Bankr. C.D. Cal.
Case No. 13-30138) on Aug. 9, 2013.
Mohdsameer Aljanedi Dental again filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 17-14089) on Oct. 15, 2017. The
petition was signed by Mohdsameer Aljanedi, president. At the time
of filing, the Debtor had $1.50 million in total assets and $3.78
million in liabilities. The case is assigned to Judge Mark S.
Wallace. The Debtor is represented by Michael R. Totaro, Esq., at
Totaro & Shanahan.
MOHDSAMEER ALJANEDI: Taps Totaro & Shanahan as Legal Counsel
------------------------------------------------------------
Mohdsameer Aljanedi Dental Corp. 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 Totaro & Shanahan to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code; negotiate with creditors, and assist in the preparation of a
plan of reorganization.
Totaro & Shanahan will charge an hourly fee of $500 for the
services of its attorneys and $150 for paralegal services. The
firm received a retainer of $15,000 from the Debtor's shareholders
for its pre-bankruptcy services.
Michael Totaro, Esq., disclosed in a court filing that he and his
firm are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael R. Totaro, Esq.
Totaro & Shanahan
P.O. Box 789
Pacific Palisades, CA 90272
Tel: (310) 573-0276
Fax: (310) 496-1260
Email: Ocbkatty@aol.com
About Mohdsameer Aljanedi Dental Corp.
Mohdsameer Aljanedi Dental Corp., which conducts business under the
name Beachside Dental Group, is a multi-specialty dental company
offering a wide range of services, including general and cosmetic
dentistry, dental sedation, periodontics - gum specialist,
orthodontics, endodontics, oral surgery, pedodontics,
prosthodontics, and laser dentistry.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 17-14089) on October 15, 2017.
Mohdsameer Aljanedi, its president, signed the petition.
At the time of the filing, the Debtor disclosed 1.50 million in
assets and $3.78 million in liabilities. The Debtor's gross
revenue amounted to $1.65 million in 2016 and $1.50 million during
the year prior that. It previously sought bankruptcy protection
(Bankr. C.D. Cal. Case No. 13-30138) on Aug. 9, 2013.
Judge Mark S. Wallace presides over the case.
MONTCO OFFSHORE: Wants Exclusive Plan Filing Extended to Nov. 27
----------------------------------------------------------------
Montco Offshore, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas to extend the
Debtors' exclusivity period to file a plan of reorganization by 45
days, through and including Nov. 27, 2017, from Oct. 13, 2017. At
this time, the Debtors do not seek an additional extension of the
exclusivity period for the Debtors to solicit acceptance of the
plan.
A hearing on the Debtors' request will be held on Nov. 6, 2017, at
10:00 a.m. (Prevailing Central Time).
Absent an extension, the Filing Exclusivity Period was scheduled to
expire Oct. 13, 2017. While the Debtors have already filed the
plan, the Debtors believe that sufficient cause exists to further
extend the Filing Exclusivity Period, to ensure that no estate
resources need to be shifted toward the review of (and potential
objections to) a competing plan while the Debtors seek to confirm
their own.
On Sept. 26, 2017, the Debtors filed Chapter 11 plans of
reorganization and liquidation for Montco Offshore, Inc., and
Montco Oilfield Contractors, LLC, respectively, and a disclosure
statement in connection therewith. On Oct. 6, 2017, the Court
entered an order conditionally approving the Debtors' Disclosure
Statement, and permitting the Debtors to commence solicitation of
the plan. The Court set the Debtors' solicitation and notice date
for Oct. 10, 2017, with a confirmation hearing scheduled for Nov.
13, 2017.
According to the Debtors, their Chapter 11 cases involve the
restructuring of prepetition debt obligations, a multitude of
stakeholders, and a number of complex operational intricacies.
Further, the Debtors' businesses are operating in a very uncertain
commodity environment, making the Debtors' restructuring even more
complicated and challenging. The Debtors worked tirelessly to
formulate the Plan and Disclosure Statement, and to reach consensus
with the Official Committee of Unsecured Creditors and other key
stakeholders in connection therewith.
In connection with the plan process, and in anticipation of the
confirmation hearing, the Debtors are continuing to engage with
additional key stakeholders to address outstanding issues and seek
to reach a consensual resolution. Given the expedited nature of
the proceedings, with confirmation only one month away, the Debtors
need all of their and their professionals' resources focused on
preparing for the Nov. 13, 2017 hearing (as well as an estimation
hearing in connection with certain lienholder claims, which has
been scheduled by the Court for Nov. 6, 2017).
Although the Debtors' Solicitation Exclusivity Period does not
expire until Dec. 13, 2017, the Debtors seek an extension to ensure
that no competing plan is filed at this critical juncture, which
would only distract them and divert resources away from
confirmation-related matters. Reviewing and potentially objecting
to a competing plan while preparing for confirmation of the
Debtors' plan is not in any stakeholder's interests, and would only
be detrimental to the outcome of these cases.
The Debtors seek to maintain exclusivity so parties with competing
interests do not hinder the Debtors' efforts to finalize the
value-maximizing solutions contemplated by the Debtors' plan.
Extending the Filing Exclusivity Period will benefit creditors by
avoiding the drain on estate assets attendant to the potential
proposals of competing Chapter 11 plans. All stakeholders benefit
from that continued stability and predictability, which comes only
with the Debtors being the sole potential plan proponents.
Moreover, even if the Court approves an extension of the Filing
Exclusivity Period, nothing prevents parties in interest from later
arguing to the Court that cause supports termination of the
Debtors' exclusivity. Accordingly, the relief requested herein is
without prejudice to the Debtors' creditors and will instead
benefit the Debtors' estates, their creditors, and other key
parties in interest.
Since the Petition Date, the Debtors have paid and intend to
continue to pay their debts in the ordinary course of business or
as otherwise provided by court order. The Debtors assure the Court
that they have no ulterior motive in seeking an extension of the
Filing Exclusivity Period. The Debtors have worked diligently over
the past few months to maximize the value of their assets and the
Debtors have coordinated extensively with their major stakeholders,
including the Committee. The Debtors say they are not seeking an
extension to pressure their creditors or other parties in
interest.
About Montco Offshore
Based in Galliano, Louisiana, Montco Offshore, Inc. --
http://www.montco.com/mo-- was founded by the Orgeron family in
1948. Over its 60+ years, the Company has served the offshore
energy industries with crew boats, ocean-going tugs, deck barges,
supply boats, and liftboats. Currently, Montco specializes in
liftboats ranging in size from 235 feet to 335 feet which provide
the best quality and safety of service for customers requiring
versatile elevated vessels/work-platforms. Montco has total fleet
of six vessels includes (a) two 335' class liftboats, known as (i)
"Robert," which was unveiled in the first quarter of 2012, and (ii)
"Jill," which was completed in 2014; (b) two 245' class liftboats,
known as (i) "Kayd," which was completed in 2006, and (ii)
"Myrtle;" which was completed in 2002; and (c) two 235' class
liftboats, each completed in 2009, known as (i) "Paul," and (ii)
"Caitlin."
Montco Offshore, Inc., and its affiliate Montco Oilfield
Contractors, LLC, filed separate Chapter 11 petitions (Bankr. S.D.
Tex. Lead Case No. 17-31646) on March 17, 2017. The petitions were
signed by Derek C. Boudreaux, the CFO.
As of the Petition Date, on a book basis, Montco Offshore had an
aggregate of approximately $265 million in total assets and
approximately $136 million in total liabilities. MO Contractors
had approximately $84 million in total assets (which are mostly
made up of receivables) and approximately $126 million in total
liabilities.
As of the Petition Date, the Debtors estimated that $5.3 million
was due and owing to holders of prepetition trade claims against MO
Contractors, and $75 million was due and owing to holders of
prepetition trade claims against MO Contractors, not including the
intercompany obligations.
The cases are assigned to Judge Marvin Isgur.
DLA Piper LLP (US) is serving as the Debtors' bankruptcy counsel,
with the engagement led by Vincent P. Slusher, Esq., David E.
Avraham, Esq., and Adam C. Lanza, Esq. Blackhill Partners, LLC, is
the Debtors' financial advisor and investment broker, with Joe
Stone, Todd Heinz, and Tripp Ballard leading the engagement. BMC
Group, Inc., is the claims and noticing agent.
On March 29, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Porter Hedges LLP is
serving as counsel to the Creditors Committee, with the engagement
led by John F Higgins, IV, Joshua W. Wolfshohl, and Eric Michael
English.
MTN INFRASTRUCTURE: S&P Assigns 'B' CCR and Stable Outlook
----------------------------------------------------------
S&P Global Ratings noted that U.S. fiber bandwidth solutions
provider MTN Infrastructure TopCo Inc. plans to raise $550 million
of debt financing in support of private equity sponsor EQT
Infrastructure's (EQT) acquisition of Virgina-based fiber
infrastructure and service provider Lumos Networks Corp. (Lumos)
for $950 million. S&P also expects MTN Infrastructure to
subsequently raise $475 million of incremental debt financing to
fund a portion of its acquisition of a majority stake in South
Carolina-based fiber infrastructure provider Spirit Communications
(Spirit).
S&P thus assigned its 'B' corporate credit rating to MTN
Infrastructure TopCo Inc., which will be the parent of Waynesboro,
Va.-based Lumos Networks Corp. 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 proposed senior secured
credit facilities, which consist of a $65 million revolving credit
facility due 2022 (undrawn) and $485 million first-lien term loan B
due 2024. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery of principal
and interest for first-lien lenders in the event of payment
default."
The company will use proceeds from the first-lien term loan, along
with approximately $509 million of common equity invested from
private equity sponsor EQT, and $35 million of cash from Lumos's
balance sheet to fund the $950 million purchase price for Lumos,
add $5 million of cash to the balance sheet, and pay about $70
million of related and transaction fees and expenses. S&P said, "We
expect MTN Infrastructure to subsequently issue $475 million of
incremental term loan debt to fund a portion of its acquisition of
a majority stake in Spirit Communications. In addition, we expect
that Spirit will be combined with Lumos upon completion of its
acquisition by the end of the first quarter of 2018."
The ratings on MTN Infrastructure, which are pro forma the
acquisitions of Lumos and Spirit, reflect its relatively small
scale, limited market share in its product segments, and
competition from larger players (including incumbent telephone
companies, cable providers, and fiber providers). S&P said, "The
rating also reflects our expectation that pro forma for the
acquisitions, adjusted leverage will be about 6x in 2017 and remain
elevated longer term because of its private equity ownership and
our view that the company will likely pursue additional
debt-financed acquisitions or shareholder distributions. Revenue
visibility from multi-year contracts, low customer churn, and
growing market demand for bandwidth partly offset these factors. We
expect mid- to high-single-digit EBITDA growth over the next two
years, primarily due to an emphasis on higher-margin data services
and cost synergies associated with the transaction.
"The stable outlook reflects our belief that while the company will
reduce leverage to the high-5x area from earnings growth over the
next 12 months, it could also pursue an aggressive financial
policy, including dividends, recapitalizations, or debt-financed
acquisitions that would keep leverage elevated longer term.
"We could lower the rating if pricing pressure drives a decline in
EBITDA, such that leverage stays above 6.5x and the company is
generating negative FOCF. We could also lower the rating if the
company were to make another significant debt-financed acquisition
that would keep leverage above 6.5x on a sustained basis.
"Although unlikely, we could raise the rating if the financial
sponsor makes a commitment to maintain adjusted leverage below 5x
on a sustained basis, including the potential for future
debt-financed acquisitions or shareholder returns. This would also
be predicated on the company generating sustained positive FOCF."
OAK CLIFF DENTAL: Has Interim Approval to Use Cash Collateral
-------------------------------------------------------------
Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Oak Cliff Dental Center,
PLLC, to use cash collateral in the amounts and for the expenses
set forth on the interim budget.
The interim budget provides total monthly expenses of $23,374.
Compass Bank and the Internal Revenue Service assert Prepetition
Liens on substantially all of the Debtor's assets including real
estate, improvements, equipment, furniture, fixtures, goods,
general intangibles, accounts, contract rights and inventory.
Compass Bank and the IRS are granted replacement liens and security
interests, with the same validity and priority as existed
prepetition against the Debtor's accounts receivable originating
post-petition and any and all cash or other proceeds from those
receivables on a dollar-for-dollar basis for each dollar of
prepetition cash or accounts receivable used by the Debtor, to
secure all of Compass Bank's and the IRS' allowed claims, including
post-petition interest and attorneys' fees.
As further adequate protection, the Debtor will make monthly
adequate protection payment to the IRS in the amount of $2,400.00
to be applied on the secured prepetition tax debt. The Debtor will
make said payment to the United States of America, Attn: Donna
Webb, Burnett Plaza, Suite 1700, 801 Cherry Street, Unit No. 4,
Fort Worth, Texas, 76102-6882. This payment is due on Oct. 20,
2015, with succeeding payments due on the 15th day of each month
until further order of the Court.
The Debtor may utilize the asserted cash collateral of the IRS and
to utilize the property in which the IRS has asserted a secured
interest subject to the provisions of the Interim Order under the
following terms and conditions:
(a) The Debtor will file all past due tax returns, if any,
(including, but not limited to, income, excise, employment, and
unemployment returns) within 60 days of the entry of the Order and
will file such return with Dorothy Clairborne, Bankruptcy
Specialist, IRS, Insolvency Group II, Stop: MC5026DAL, 1100
Commerce St., Dallas, Texas 75242.
(b) The Debtor will file all postpetition federal tax returns
on or before the due date, and will pay any balance due upon filing
of the return. Copies of these returns, during the pendency of this
case, will be sent to: IRS, Insolvency Group II, Stop: MC5026DAL,
1100 Commerce St., Dallas, Texas 75242, telephone (214) 413-5204.
(c) The Debtor will provide proof of deposit of all federal
trust fund taxes within seven days from the date on which they are
deposited. Proof of said deposit will be sent to the IRS at: IRS,
Insolvency Group II, Stop: MC5026DAL, 1100 Commerce St., Dallas,
Texas 75242, telephone (214) 413-5204, facsimile (888) 851-1227.
(d) Upon reasonable notice permit the IRS to inspect, review,
and copy any financial records of the Debtor.
In addition, the Debtor is required to deposit, in the Debtor's
debtor-in-possession account, all cash accounts of the Debtor and
all accounts receivable collections by the Debtor postpetition.
The Court will schedule a final hearing on use of cash collateral
upon the request of any party.
A full-text copy of the Interim Order, dated Oct. 17, 2017, is
available at https://is.gd/hmX1xZ
About Oak Cliff Dental Center
Oak Cliff Dental Center PLLC is a single member Texas professional
limited liability corporation. Its sole member is Angela L. Jones,
DDS. OCDC operates a dental practice at 820 N. Zang Blvd., Suite
110, Dallas, Texas, and she is also the only dentist employed by
Oak Cliff Dental Center.
Oak Cliff Dental Center filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 17-33780) on Oct. 4, 2017. The Debtor is represented
by Robert M. Nicoud, Jr., Esq., at Olson Nicoud & Gueck, L.L.P., in
Dallas.
OMEROS CORP: Will be Allowed to Access $45M Under Amended Loan Pact
-------------------------------------------------------------------
Omeros Corporation entered into Amendment No. 1 to Loan Agreement,
which amended the Term Loan Agreement, dated Oct. 26, 2016, among
the Company, the subsidiary guarantors from time to time party
thereto, the lenders from time to time party thereto and CRG
Servicing LLC, as administrative agent and collateral agent.
Pursuant to the Amendment, the Company will be permitted to access,
at its election, the second and third tranches of debt financing
under the Loan Agreement in amounts up to $25.0 million and $20.0
million, respectively, on or prior to March 21, 2018. The Company's
ability to access the second tranche under the Loan Agreement had
previously expired on Sept. 19, 2017, but, by this Amendment, has
been extended to be contemporaneous with the last permitted
draw-down date of March 21, 2018, for the third tranche. Pursuant
to the Amendment the Company has the discretion to draw down any or
all of the total $45.0 million, subject to the satisfaction of
customary closing conditions. Other than limited administrative
and legal fees, the Company incurred no cost associated with the
Amendment.
The Company to date has not drawn or requested any funds under
either the second or third tranche. The Company's objective in the
Amendment is to preserve additional future financial flexibility.
About Omeros Corporation
Omeros Corporation -- http://www.omeros.com/-- is a
commercial-stage biopharmaceutical company committed to
discovering, developing and commercializing small-molecule and
protein therapeutics for large-market as well as orphan indications
targeting inflammation, complement-mediated diseases and disorders
of the central nervous system. The company's drug product OMIDRIA
(phenylephrine and ketorolac injection) 1% / 0.3% is marketed for
use during cataract surgery or intraocular lens (IOL) replacement
to maintain pupil size by preventing intraoperative miosis (pupil
constriction) and to reduce postoperative ocular pain. In the
European Union, the European Commission has approved OMIDRIA for
use in cataract surgery and other IOL replacement procedures to
maintain mydriasis (pupil dilation), prevent miosis (pupil
constriction), and to reduce postoperative eye pain. Omeros has
multiple Phase 3 and Phase 2 clinical-stage development programs
focused on: complement-associated thrombotic microangiopathies;
complement-mediated glomerulonephropathies; Huntington's disease
and cognitive impairment; and addictive and compulsive disorders.
The U.S. Food and Drug Administration has granted breakthough
therapy, fast-track and orphan drug designations across a number of
Omeros' clinical programs. In addition, Omeros has a diverse group
of preclinical programs and a proprietary G protein-coupled
receptor (GPCR) platform through which it controls 54 new GPCR drug
targets and corresponding compounds, a number of which are in
preclinical development. The company also exclusively possesses a
novel antibody-generating platform.
Ernst & Young LLP, in Seattle, Washington, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
Omeros reported a net loss of $66.74 million for the year ended
Dec. 31, 2016, a net loss of $75.09 million for the year ended Dec.
31, 2015, and a net loss of $73.67 million for the year ended Dec.
31, 2014. As of June 30, 2017, Omeros had $60.35 million in total
assets, $115.20 million in total liabilities and a total
shareholders' deficit of $54.85 million.
P.E. O'HALLORAN: Has Final OK to Use Machias Cash Collateral
------------------------------------------------------------
The Hon. Michael A. Fagone of the U.S. Bankruptcy Court for the
District of Maine has granted P.E. O'Halloran, Inc., final
authorization to use cash collateral of Machias Savings Bank.
The Debtor will only use cash collateral for the purposes and in
the amounts set forth in the budget, including certain adequate
protection payments that will be made to MSB and that will be
applied to each loan for which payments are made.
MSB is granted replacement liens, in all cash collateral of the
Debtor acquired after the Petition Date and in the direct and
indirect proceeds thereof. The Replacement Liens will have the
same validity, perfection and priority as the prepetition liens of
MSB in the cash collateral of the Debtor as of the Petition Date.
A copy of the Final Order is available at:
http://bankrupt.com/misc/meb17-10515-60.pdf
As reported by the Troubled Company Reporter on Sept. 28, 2017, the
Debtor filed a motion seeking authority to use cash collateral to
fund essential expenses and avoid immediate and irreparable harm to
the its estate, and thereafter on a final basis in accordance with
the terms of the budget. Specifically, the Debtor proposed to
operate its business from the real property located at 525 Bangor
Road, Ellsworth and to utilize the Trailers in the business. The
Debtor also proposed to use the cash proceeds of the collateral to
fund operations and enable the Debtor to make payments to MSB in
accordance with the accompanying projected Budget.
About P.E. O'Halloran, Inc.
P.E. O'Halloran, Inc. -- http://www.peohalloraninc.com/-- offers
heavy haul and oversize load transportation, roadside repair, and
heavy recovery and towing services, with operations in Bangor,
Newburgh and Ellsworth, Maine. It is the sole owner of a building
and 8.82 acres located at 525 Bangor Road, Ellsworth, Maine, valued
at $236,700.
P.E. O'Halloran filed a Chapter 11 petition (Bankr. D. Me. Case No.
17-10515), on Sept. 12, 2017. The petition was signed by Steven
O'Halloran, its owner. At the time of filing, the Debtor had $1.39
million in assets and $2.26 million in liabilities. The case is
assigned to Judge Michael A. Fagone. The Debtor is represented by
James F. Molleur, Esq., at Molleur Law Office.
PALMDALE HILL: Trustee Has Established $9.2MM Enrichment Claim
--------------------------------------------------------------
Plaintiff Stephen M. Speier, as chapter 11 trustee for debtor
SunCal Marblehead, LLC, brought a motion for partial summary
adjudication of his restitution and/or unjust enrichment claim for
relief against SunCal Management, LLC. The Defendants SCM and
Argent Management, Inc. opposed the motion for partial summary
adjudication.
On August 2, 2017, the Court entered an Order and a Memorandum of
Decision, which granted in part and denied in part the motion for
partial summary adjudication.
The Trustee has filed a motion for correction of the Order, arguing
that the Order is potentially ambiguous and inconsistent with the
reasoning and language of the Memorandum of Decision.
Specifically, the Trustee asserts that the Order is potentially
ambiguous as:
(a) it implies that the Trustee has not established his case
in chief, even though the Memorandum of Decision states that the
Trustee has done so.
(b) it states (under the Incidental Benefit Doctrine) that
there is still an issue as to "Whether the Debtor had legal
obligations to pay the Management Fees," while the Memorandum of
Opinion acknowledges that the Court has previously held that the
Debtor did not have a legal obligation to pay the Management Fees
(and this holding is law of the case).
(c) it states that SCM has "failed to establish any
defenses... except for Laches and Statute of Limitations." This
implies that the Trustee has established Laches and Statute of
Limitations.
Accordingly, Judge Geraldine Mund of the U.S. Bankruptcy Court for
the Central District of California will enter an amended Order with
the following operative language:
The Motion is granted in part and denied in part as follows:
1. With the exception of one issue of disputed fact (described
in 1.b below), the Trustee has established as a matter of
undisputed fact both elements of a claim for unjust enrichment
under California law: benefit conferred and unjust enrichment.
(a) The Trustee has established as a matter of undisputed
fact that SCM received a benefit of $9,163,489 in the payment of
management fees (the Management Fees) from the Debtor; and
(b) The Trustee has established as a matter of undisputed
fact that SCM's retention of $9,163,489 in Management Fees is
unjust, unless the Incidental Benefit Doctrine applies. The
applicability of the Incidental Benefit Doctrine, which is
dependent on whether the Debtor had legal obligations to entities
other than SCM to pay the Management Fees or whether these
Management Fees were paid to protect or improve the Debtor's
property, remains a disputed issue of fact.
2. The Defendants have failed to raise genuine issues of
material fact as to any of their affirmative defenses to the
Trustee's unjust enrichment/restitution claim except for the
following affirmative defenses, which the Defendants may continue
to assert:
(a) Voluntary Payment Doctrine: Whether the Debtor's
payments of Management Fees to SCM were made voluntarily and with
the knowledge that the Debtor had no legal obligation to pay
Management Fees to SCM;
(b) Laches: Whether the Debtor's delay from 2005 to 2008 in
asserting its claim for unjust enrichment/restitution was
reasonable or excusable; and
(c) Statute of Limitations: Whether the Trustee's unjust
enrichment/restitution claim is timely.
The case is In re: Palmdale Hill Property, Inc. and related
Debtors, Chapter 11, Debtor(s); Steven M Speier Plaintiff(s), v.
Argent Management, LLC, SunCal Management LLC Defendant(s), Case
No. 8:08-bk-17206-ES, Adv No. 1:16-ap-01120-GM, (Bankr. C.D.
Cal.).
A full-text copy of the Memorandum of Decision and Order dated
October 12, 2017 is available at https://is.gd/xHh4ls from
Leagle.com.
Steven M Speier, Plaintiff, represented by:
Heather B. Dillion, Esq.
Gary A. Pemberton, Esq.
Shulman Hodges & Bastian LLP
100 Spectrum Center Drive, Suite 600
Irvine, CA 92618
Phones: 949-427-1654/949-340-3400
Fax: 949-340-3000
-- and --
Mike D. Neue, Esq.
Dynamic Law Group, P.C.
420 Bell Street, Suite 202
Edmonds, WA 98020
Phone: (206) 504-3108
Fax: (877) 461-6122
SunCal Management LLC, is represented by:
Craig H. Averch, Esq.
Doah Kim, Esq.
White & Case LLP
555 South Flower Street, Suite 2700
Los Angeles, California 90071-2433
Telephone: 213 620 7700
Facsimile: 213 452 2329
Email: caverch@whitecase.com
doah.kim@whitecase.com
About SunCal Companies
SunCal Companies -- http://www.suncal.com/-- has more than 250,000
residential lots and 10 million square feet of commercial space in
various stages of development throughout California, Arizona,
Nevada and New Mexico.
Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I LLC,
LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny Farms
LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11, 2008
(Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640). Daniel H. Reiss, Esq., at Levene, Neale, Bender, Rankin
& Brill represents the petitioners.
SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C. D. Calif. Case No.
08-17206) on Nov. 6, 2008. Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I, LLC;
SunCal Communities III, LLC; and SJD Development Corp.
Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort. The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.
PARAMOUNT BUILDING: Committee Taps Pepper Hamilton as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Paramount Building
Solutions, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Arizona to hire legal counsel.
The committee proposes to employ Pepper Hamilton LLP to, among
other things, assist in its consultations with Paramount and its
affiliates concerning the administration of their Chapter 11 cases;
investigate their financial condition; analyze claims of creditors;
and negotiate with the Debtors related to financing, asset
disposition and plan of reorganization.
The firm's hourly rates range from $415 to $1,100 for partners and
of counsel, $175 to $620 for associates, and $95 to $340 for
paraprofessionals. Francis Lawall, Esq., the lead attorney, has
agreed to discount his hourly rate by 10% to $706.50.
Pepper Hamilton and its professionals are "disinterested persons"
as defined in section 101(14) of the Bankruptcy Code, according to
court filings.
The firm can be reached through:
Francis J. Lawall, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Tel: (215) 981-4000
Fax: (215) 981-4750
Email: lawallf@pepperlaw.com
-- and --
John H. Schanne, II, Esq.
Pepper Hamilton LLP
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709 Wilmington, DE 19899-1709
Tel: (302) 777-6500
Fax: (302) 421-8390
Email: schannej@pepperlaw.com
About Paramount Building Solutions
Founded in 2003 in Tempe, Arizona, Paramount Building Solutions,
LLC -- 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 Sept. 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.
At the time of filing, Paramount estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities.
Judge Eddward P. Ballinger Jr. presides over the case.
Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., serves as
counsel to the Debtors.
On Oct. 5, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors.
PHILADELPHIA ENERGY: S&P Downgrades CCR to CCC, Outlook Negatives
-----------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Philadelphia-based Philadelphia Energy Solutions Refining and
Marketing LLC to 'CCC-' from 'CCC'. The outlook is negative.
S&P said, "In addition, we lowered the issue-level rating on PES'
senior secured debt to 'CCC-' from 'CCC'. The recovery rating on
this debt is '4', indicating our expectation for average (30%-50%,
rounded estimate: 45%) recovery if a payment default occurs."
The rating action reflects the likelihood PES will default over the
next six months without satisfactory resolution of its current
negotiations to refinance existing debt, both at PES and its
parent. Failure to reach terms with its lenders will lead to a
near-term liquidity crisis, and PES is likely to have to consider a
distressed exchange offer or redemption.
The negative outlook reflects the company's continued lack of
resolution of negotiation with its lenders to refinance its
upcoming debt maturities in early 2018. Failure to reach agreement
would result in a debt restructuring or default within the next six
months.
S&P said, "We could lower the rating to 'CC' if the company
announced its intention to restructure its debt or lower if no
agreement is reached prior to the next payment date in December.
"We could consider a positive rating action if the company is able
to extend or refinance its Term Loan B and credit facilities
without any loss to investors."
PHOENIX OF TENNESSEE: Has Final OK to Use Pinnacle Cash Collateral
------------------------------------------------------------------
The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee has entered a final agreed order
authorizing Phoenix of Tennessee, Inc., to use cash collateral.
No objections were filed to the Debtor's request for continued cash
collateral use. The Debtor and Pinnacle Bank submitted an agreed
order prior to the final hearing.
On Nov. 22, 2017, the Debtor will submit to the Court a
supplemental budget projecting income and expenses for the period
from Dec. 1, 2017, through Jan. 31, 2018. Upon the filing of the
supplemental budget, any party that has an interest in the Debtor's
cash collateral reserves the right to request the Court to
terminate use of cash if circumstances warrant termination.
Failure to object to the Debtor's continued use of cash collateral
prior to Dec. 15, 2017, will constitute consent to the Debtor's use
on the terms set forth in the supplemental budget.
As adequate protection for use of and any diminution in the value
of the collateral, the Secured Creditor is granted a senior
perfected replacement security interest under the Debtor's
postpetition property and proceeds to the same extent and priority
as the Secured Creditor's finally determined security interests in
the Debtor's prepetition property and the proceeds thereof.
The Debtor will keep its assets insured by reasonable and
sufficient insurance coverage acceptable as required under the
terms of the Secured Creditor's loan documents with the Debtor, and
will, upon request and reasonable notice, provide the Secured
Creditor with proof of the ongoing existence of insurance.
A copy of the Agreed Order is available at:
http://bankrupt.com/misc/tnmb17-06102-56.pdf
As reported by the Troubled Company Reporter on Sept. 28, 2017, the
Debtor filed a motion seeking permission to use the cash
collateral, in which Pinnacle Bank may assert an interest, to fund
ordinary business operations and necessary expenses in accordance
with the Budget. The interim cash collateral budget provided total
cash disbursements of approximately $202,600 covering the week
ending Sept. 7, 2017, through Sept. 30, 2017.
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.
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.
The Hon. Marian F Harrison presides over the case.
The Debtor is represented by R. Alex Payne, Esq., at Dunham
Hildebrand, PLLC, as counsel.
PIONEER HEALTH: Medical Properties Buying King Property for $825K
-----------------------------------------------------------------
Pioneer Health Services, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Mississippi to authorize the sale of
medical office building located at 167 Moore Road, King, North
Carolina to ("Stokes MOB") to Medical Properties, LLC, for
$825,000.
On Dec. 19, 2016, the Court entered the Sale Order whereby it
approved the sale of substantially all of the assets of Debtor
Pioneer Health Services of Stokes County, Inc. ("Stokes Debtor") to
Lifebrite Hospital Group, LLC, pursuant to the Asset Purchase
Agreement dated as of Sept. 9, 2016 between the Stokes Debtor and
Lifebrite.
There is a business justification for the sale of the Stokes MOB.
Specifically, the Debtor has sold and disposed of substantially all
of the assets of the Stokes Debtor. That transaction has long since
closed and has been consummated and, as a result, the Debtor no
longer needs the Stokes MOB to place hospital related tenants or
providers there. Moreover, since this is a liquidating Chapter 11,
the Debtor does not need to retain ownership of the Stokes MOB as
an investment. The Stokes MOB asset, therefore, is better suited
for a sale than any other disposition and certainly more so than
any retention of it.
The Stokes MOB remained property of the Stokes Debtor pursuant to
Section 1.l(b) of the APA. The Debtor agreed to market and sell
the Stokes MOB. Subsequently, the Debtor sought, and obtained,
authority of the Court to engage Michael Bennett to serve as its
broker in connection with the marketing of the Stokes MOB. Mr.
Bennett engaged in a vigorous and robust marketing, advertising and
due diligence campaign in order to secure the highest and best
offer that he could secure for the Stokes MOB. After many months
of those efforts, Mr. Bennett has secured the Purchaser who is
ready, willing and able to purchase the Stokes MOB. The
consummation of the transaction contemplated will occur on Nov. 21,
2017, or such earlier or later date as the Seller and the Purchaser
will agree upon in writing.
The Debtor and the Purchaser have entered into a purchase and sale
agreement which was the result and product of extensive
negotiations and bargaining over many weeks. Generally, the basic
terms and conditions of the Sale Agreement are: The Sale Agreement
contains a legal description of the real property to be sold. The
offer is for the cash amount of $825,000 for good title to the real
property. No later than two business days after the Effective
Date, the Purchaser will deposit initial earnest money in the
amount of $20,000 with First American Title Insurance Co., 30 North
LaSalle Street, Suite 2700, Chicago, Illinois 60602, Attn: John E.
Beckstedt, Jr., as escrow agent.
During the negotiations in connection with the Sale Agreement,
Capital One National Association ("CONA"), the consensual lien
holder in connection with the Stokes MOB, also engaged in that
process and, as the Debtor understands it, CONA has also agreed
that the Sale Agreement is fair, reasonable and appropriate.
In addition, while the Debtor seeks authority to sell the Stokes
MOB free and clear of liens, claims and interests, it further
asserts that disbursements should be made according to the Sale
Agreement, the Bankruptcy Code and lien priorities in connection
with the Stokes MOB.
Under the Sale Agreement, costs, expenses and disbursements are to
be paid at closing. The Debtor will seek, by separate application,
authority to pay the commission due to Mr. Bennett. Otherwise, it
will present a sources and uses disclosure and request to the Court
at the hearing in order to approve disbursements to occur as part
of the closing of the transaction.
The Purchaser:
COASTAL MEDICAL PROPERTIES, LLC
P.O. Box 635
1608 Highway 221 North
Jefferson, NC 28640
Attn: Brandon Vannoy
E-mail: brandon.vannoy@jrvannoy.com
The Purchaser is represented by:
Vito M. Pacione, Esq.
PATZIK, FRANK & SAMOTNY LTD.
150 South Wacker Drive, Suite 1500
Chicago, Illinois 60606
E-mail: vpacione@pfs-law.com
About Pioneer Health Services
Pioneer Health Services, Inc., provides healthcare services to
rural communities, and own and manage rural critical access
hospitals.
Pioneer Health Services, Inc., and its debtor-affiliates, including
Medicomp Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health
Services of Early County, LLC, commenced a Chapter 11 case on April
8, 2016. The cases are administratively consolidated. Joseph S.
McNulty III, its president, signed the petitions.
Judge Hon. Neil P. Olack presides over the Debtors' cases.
The Law Offices of Craig M. Geno PLLC serves as the Debtors'
counsel. Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., is
acting as special counsel to the Debtor.
Pioneer Health Services estimated $10 million to $50 million in
assets and liabilities.
Henry Hobbs, Jr., acting U.S. trustee for Region 5, on April 19,
2017, appointed three creditors of Pioneer Health Services to serve
on the official committee of unsecured creditors. The Committee
retained Arnall Golden Gregory LLP as counsel, and GlassRatner
Advisory & Capital Group LLC as financial advisor.
PME MORTGAGE: Wants More Time to Negotiate Plan with Creditors
--------------------------------------------------------------
PME Mortgage Fund Inc. asks the U.S. Bankruptcy Court for the
Central District of California to extend the exclusive periods for
the Debtor to file its Chapter 11 plan and obtain acceptances of
the plan by 90 days -- from Oct. 17, 2017, and Dec. 16, 2017,
respectively, through and including Jan. 15, 2018, and March 16,
2018, respectively.
A hearing on the Debtor's request will be held on Nov. 16, 2017, at
1:30 p.m.
The Debtor explains that its focus in this case during the first
several months has been in gathering and providing documents and
other information requested by each of the Office of U.S. Trustee
and the official unsecured creditors committee appointed in this
case. Furthermore, the Debtor also has been in ongoing
negotiations with the Official Committee of Unsecured Creditors to
formulate a consensual Chapter 11 plan. The Debtor requires the
90-day extension in order to complete its negotiations and prepare
and file its plan and disclosure statement.
On July 17, 2017, the Debtor participated in its first meeting of
creditors pursuant to U.S. Bankruptcy Code Section 341(a). The
U.S. Trustee at that meeting asked that the Debtor provide yet
further documents and information to the U.S. Trustee. During and
since that time, the Debtor has been asked by the Committee and the
U.S. Trustee for documents evidencing transactions dating back
several years. The Debtor says it has made reasonable effort to
respond to the requests.
While the Debtor acknowledges its case is not as large or complex
as others, the Debtor's case does not simply involve trade
creditors, but instead some 150 individual noteholders, many with
claims dating back as much as a decade, and assets primarily
comprised of a mix of income generating and non-income generating
parcels of real estate. The Debtor believes that many of the
latter parcels may require further development to unlock their
maximum value for stakeholders.
At the start of this bankruptcy case, the Debtor was immediately
engaged in a race to satisfy the myriad requirements imposed upon
it by the U.S. Bankruptcy Code and the U.S. Trustee and the
inquiries of the Committee. Prior to Nicholas Rubin and Force 10
Partners, LLP's involvement only weeks ahead of the Petition Date,
the Debtor was operated by a single employee, with no familiarity
of bankruptcy. The Debtor says Mr. Rubin and Force 10 were
required to get up to speed with the Debtor and its business very
quickly. As a consequence, substantial time was spent ensuring the
Debtor fulfilled its administrative duties and more. The Debtor
also sought to resolve those litigation matters and disputes,
including litigation by an individual noteholder, Sang Thi Thomas,
which they accomplished within the first two months of the case.
In July and August 2017, the Debtor negotiated and documented
settlements of three separate disputes with third parties,
including with Thomas, each of which was approved by the Court
following noticed motion. In May 2017, one of the noteholders
commenced suit against the Debtor, its non-Debtor affiliate Pacific
Mortgage Exchange, Inc., and Gregory Schick, the Debtor's President
and Chief Executive Officer, in Palm Springs Superior Court. The
plaintiffs in that Thomas Action not only demanded repayment on the
note investment in an amount in excess of what the Debtor believed
to be due, but also alleged, without substantiation and quite
wrongly, that the Debtor had committed fraud and that its business
constituted nothing more than a Ponzi scheme. The Thomas Action
has now been resolved, and Sang Thi Thomas will pursue her claim as
a creditor in the Debtor's bankruptcy estate.
The Debtor also immediately sat down with the Committee in an
effort to work out the terms of a plan that would satisfy the
Debtor's stakeholders. The Debtor intends to utilize the extended
Exclusivity Periods to finalize those negotiations and to complete
its plan and disclosure statement for filing and solicitation. The
Debtor has spent significant time over the past two months
negotiating with the Committee in an effort to formulate the terms
of a consensual plan. Although the Debtor and the Committee have
made progress, there still are issues that remain open.
The Debtor is current with all post-petition obligations and is
current with all requirements of the U.S. Trustee, with the
exception of certain secured debt interest payments which have come
due, and not been paid, for October. The Debtor is engaged with
these secured creditors and the Committee to resolve any issues on
relief from stay and adequate protection related to these debts.
About PME Mortgage Fund Inc.
PME Mortgage Fund Inc. is a privately held company in Big Bear
Lake, California. It is an affiliate of hard-money lender Pacific
Mortgage Exchange, Inc., which has provided hard money loan
programs for over 30 years.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 17-15082) on June 19, 2017.
Nicholas Rubin, its chief restructuring officer, signed the
petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $10 million to $50 million.
On July 17, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
POSTO 9 LAKELAND: Must File Plan Outline Before Jan. 4
------------------------------------------------------
In an amended order, Judge Michael G. Williamson of the U.S.
Bankruptcy Court for the Middle District of Florida directed Posto
9 Lakeland, LLC to file their plan of reorganization and disclosure
statement on or before Jan. 4, 2018.
The Disclosure Statement shall, at the minimum, contain adequate
information pertaining to the Debtor in the following areas:
(a) Pre- and post−petition financial performance;
(b) Reasons for filing Chapter 11;
(c) Steps taken by the Debtor since filing of the petition to
facilitate its reorganization;
(d) Projections reflecting how the Plan will be feasibly
consummated;
(e) A liquidation analysis; and
(f) A discussion of the Federal tax consequences as described in
section 1125(a)(1) of the Bankruptcy Code.
If the Debtor fails to file a Plan and Disclosure Statement by the
filing deadline, the Court will issue an Order to Show Cause why
the case should not be dismissed or converted to a Chapter 7.
About Posto 9 Lakeland
Posto 9 Lakeland, LLC, is a privately held ompany that operates a
Brazilian restaurant at 215 East Main Street Lakeland, Florida
33801, Polk County.
Posto 9 Properties listed its business as a single asset real
estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee
simple interest a real property located at 215 East Main Street,
Lakeland, Florida 33801 valued at $2.39 million.
Posto 9 Lakeland, LLC (Bankr. M.D. Fla. Case No. 17-07887) and
affiliate Posto 9 Properties, LLC (Bankr. M.D. Fla. Case No.
17-07890) filed Chapter 11 bankruptcy petitions on Sept. 6, 2017.
The petitions were signed by Marco Franca, manager.
Judge Michael G. Williamson presides over the case.
Eric D Jacobs, Esq., and David S. Jennis, Esq., at Jennis Law Firm
serve as the Debtor's bankruptcy counsel.
Posto 9 Lakeland listed $1,210,000 in total assets and $4,850,000
in total liabilities.
Posto 9 Properties listed $2,410,000 in total assets and $3,800,000
in total liabilities.
PRECIPIO INC: Mark Rimer Reports 14.3% Stake as of Oct. 10
----------------------------------------------------------
Mark Rimer reported in a Schedule 13D/A filed with the Securities
and Exchange Commission that as of Oct. 10, 2017, he beneficially
owns 1,243,897 shares of common stock, par value $0.01 per share,
of Precipio, Inc., constituting 14.3 percent of the shares
outstanding.
The Shares consist of: (i) 686,874 shares of Common Stock held by
Chenies Investor LLC; (ii) 340,913 shares of Common Stock held by
Chenies Management LLC; (iii) 4,179 shares of Common Stock held by
Precipio Employee Holdings; (iv) warrants to purchase 175,390
shares of Common Stock held by Chenies Investor LLC; (v) warrant to
purchase 29,541 shares of Common Stock held by Chenies Management
LLC; and (vi) option to purchase 7,000 shares of Common Stock held
directly by Mr. Rimer.
Effective Oct. 10, 2017, Mr. Rimer no longer serves as a managing
member of Kuzven Precipio Investor LLC, no longer has any voting or
dispositive power over any securities held by Kuzven, and no longer
beneficially owns any securities held by Kuzven. The Amendment No.
2 was filed solely to reflect this change in beneficial ownership.
Mr. Rimer is managing member of Chenies Investor LLC and Chenies
Management LLC.
As of Oct. 17, 2017, Chenies Investor LLC is the beneficial owner
of 862,264 shares of Common Stock consisting of: (i) 686,874 shares
of Common Stock; and (ii) warrants to purchase 175,390 shares of
Common Stock.
A full-text copy of the regulatory filing is available at:
https://is.gd/cwjf1D
About Precipio
Formerly known as Transgenomic, Inc., Precipio, Inc. --
http://www.precipiodx.com/-- has built a platform designed to
eradicate the problem of misdiagnosis by harnessing the intellect,
expertise and technology developed within academic institutions,
and delivering quality diagnostic information to physicians and
their patients worldwide. Through its collaborations with
world-class academic institutions specializing in cancer research,
diagnostics and treatment, Precipio offers a new standard of
diagnostic accuracy enabling the highest level of patient care.
Transgenomic reported a net loss available to common stockholders
of $8 million on $1.55 million of net sales for the year ended Dec.
31, 2016, compared with a net loss available to common stockholders
of $34.27 million on $1.92 million of net sales for the year ended
Dec. 31, 2015. As of June 30, 2017, Precipio had $37.01 million in
total assets, $17.24 million in total liabilities and $19.76
million in total stockholders' equity.
Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.
PREMIER MARINE: Wants to Use Cash Collateral Through Feb. 3, 2018
-----------------------------------------------------------------
Premier Marine, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Minnesota to use of cash collateral
through Feb. 3, 2018.
The Debtor is indebted to American Bank of the North in the
approximate total principal amount of $6,521,648 as of the Petition
Date. The ABN Debt evidenced by two Notes and a revolving credit
account is secured by a duly perfected first priority lien in
substantially all assets of the Debtor, including inventory,
accounts, equipment and general intangibles. ABN has not consented
to the use of cash collateral. The ABN Debt is over secured, the
Debtor says.
The Debtor is indebted to Trusek, LLC, in the approximate amount of
$500,000 as of the Petition Date. The Trusek Debt evidenced by
loan and security documents is secured by a duly perfected lien in
substantially all assets of the Debtor, including inventory,
accounts, equipment and general intangibles. The Trusek Debt is
junior in priority to the lien of ABN. According to the Debtor,
Trusek has not consented to the use of cash collateral.
As of Oct. 28, 2017, and the date of the Hearing, the Debtor's
collateral will total $14,494,311. As of Feb. 3, 2018, the Debtor
estimates that the collateral's value, will be $14,785,257.
The Debtor proposes as adequate protection for ABN to grant (i)
replacement liens in ABN's respective collateral; and (ii) to make
monthly cash payments of interest at the contract rate under the
prepetition ABN loan each in the amount of $29,681. The interest
of ABN is adequately protected by the monthly cash payment of
interest.
The Debtor proposes as adequate protection for Trusek to grant (i)
replacement liens in Trusek's respective collateral; and (ii) to
make monthly cash payments of interest at the contract rate under
the prepetition Trusek loan each in the amount of $5,000. The
interest of Trusek is adequately protected by the monthly cash
payment of interest.
The Debtor says it has a need to use cash collateral through Feb.
3, 2018, to pay operating expenses in the amounts identified in the
budget. If the Debtor is not permitted to use cash collateral in
the amounts and for the purposes set forth in the budget from Oct.
28, 2017, through Feb. 3, 2018, the Debtor cannot continue to
operate and will suffer immediate and irreparable harm.
The Debtor has also filed a motion to extend the exclusivity
periods by 45 days and intends to file a disclosure statement and
plan of reorganization on or before Dec. 8, 2017.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/mnb17-32006-142.pdf
About Premier Marine
For 25 years, Premier Marine, Inc., has manufactured "Premier"
brand pontoon boats -- http://www.pontoons.com/-- in Wyoming,
Minnesota. Premier Marine designs, builds and markets luxury
pontoons and holds many patents on manufacturing elements such as
furniture hinges, J-Clip rail fasteners and the PTX performance
package. The family-owned and operated Company sells its pontoons
through boat dealers located throughout the United States and
Canada.
Premier Marine is a family owned business formed in 1992 by Robert
Menne and Eugene Hallberg. The Menne family controls 72.8% of the
company equity. Hallberg controls the remaining 27.2% and is
Premier's landlord.
Premier Marine, Inc., filed a Chapter 11 petition (Bankr. D. Minn.
Case No. 17-32006) on June 19, 2017.
The need for reorganization in chapter 11 was precipitated by a
failed acquisition of another pontoon manufacturer in 2011. The
Chapter 11 was filed in response to an eviction action commenced by
Hallberg for the nonpayment of rent. The Chapter 11 is necessary
to attract a new equity partner, reject the Hallberg leases,
consolidate manufacturing under a single roof and reorganize the
business for the mutual benefit of the Debtor creditors, employees
and dealer network.
The bankruptcy petition was signed by Lori J. Melbostad, the
Debtor's president.
The Debtor estimated assets and liabilities between $10 million and
$50 million.
The case is assigned to Judge Katherine A. Constantine.
The Debtor's counsel are Michael F. McGrath, Esq., and Will R.
Tansey, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, A
Professional Association. Guidesource's Richard Gallagher is the
Debtor's financial consultant.
On June 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Fafinski, Mark &
Johnson, P.A., represents the committee as bankruptcy counsel.
PREMSAGAR MULKANOOR: Ocwen Unjustly Enriched by $462K Loan Payments
-------------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois makes a finding that Ocwen Loan
Services, LLC, unjustly benefited by receiving 46 monthly payments
from Premsagar Mulkanoor on a Note for which he bore no
responsibility for payment.
By accepting the payments from the Debtor after July 26, 2013, the
Court concludes that Ocwen Loan Services has unjustly retained --
the sum of $461,783 -- a benefit to the Debtor's detriment, which
violates the fundamental principles of justice, equity, and good
conscience.
On December 10, 2001, DeBello Builders, Inc. conveyed to both the
Debtor and Vijayageetha Mulkanoor (the Debtor's wife) -- in joint
tenancy -- a fee simple interest in residential real estate
commonly known as 21405 Saddle Lane, Mokena, Illinois 60448 by
virtue of the Warranty Deed.
On January 24, 2005, Mrs. Mulkanoor borrowed $945,000 from American
Home Mortgage Corp. d/b/a HLB Mortgage. Contemporaneously with the
execution of the Note, Mrs. Mulkanoor executed a mortgage to secure
the indebtedness under the terms of the Note.
Upon the death of Mrs. Mulkanoor, on July 26, 2013, the Debtor
acquired the Property in its entirety through his right of
survivorship arising from the conveyance of the Property to him and
Mrs. Mulkanoor in joint tenancy.
On August, 2013, the Debtor sent a copy of Mrs. Mulkanoor's death
certificate to HLB Mortgage, through the loan-servicer, Ocwen Loan
Services, by which the Debtor informed Ocwen Loan Services and HLB
Mortgage that Mrs. Mulkanoor had passed away.
The Court finds that there was no contract, promissory note, or
written instrument under which the Debtor had a financial
obligation with Ocwen Loan Services.
Despite having knowledge of Mrs. Mulkanoor's death, Ocwen Loan
Services continued to send mortgage statements to the Property
addressed to the "Estate of Vijayageetha Mulkanoor" and demanded
payment. Based on these "mortgage statements," the Debtor remitted
forty six monthly payments of $10,039 per month from August 1, 2013
through June 1, 2017 for a total amount of $461,783, not including
any accruing interest.
Moreover, the Court finds that the liquidating trustee for HLB
Mortgage has not received any distributions from Ocwen Loan
Services from this underlying mortgage.
The case IN RE: PREMSAGAR MULKANOOR, Chapter 11, Debtor, PREMSAGAR
MULKANOOR, Plaintiff, v. AMERICAN HOME MORTGAGE CORP. d/b/a HLB
MORTGAGE, and OCWEN LOAN SERVICES, LLC Defendants, Case No.
17-18799, Adversary Proceeding No. 17-00349, (Bankr. N.D.).
A full-text copy of the Findings of Fact and Conclusions of Law
dated October 12, 2017 is available at https://is.gd/rrinBJ from
Leagle.com.
Premsagar Mulkanoor filed a Chapter 11 Petition (Bankr. N.D. Ill.
Case No. 17-18799) on June 21, 2017. The Debtor is represented by
Devvrat V. Sinha and Ariel Weissberg, Esq. at Weissberg &
Associates, Ltd.
QUINTANILLA DRYWALL: Hires Parry Tyndall White as Attorney
----------------------------------------------------------
Quintanilla Drywall, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Carolina to employ Law
Office of Parry Tyndall White as its Chapter 11 counsel.
The Debtor requires the Firm to:
a. give the Debtor legal advice with respect to its duties and
powers.
b. assist the Debtor in the operation of its business,
including an evaluation of the desirability of the continuance of
such business, how the business could be restructured to generate
cash for its operation and the funding of a Chapter 11 plan, and
any other matter relevant to the case or to the formulation of a
plan.
c. assist the Debtor in the preparation and filing of all
necessary schedules, statements of financial affairs, reports, a
disclosure statement, and a plan.
d. assist and advise the Debtor in the examination and
analysis of the conduct of the Debtor’s affairs and the causes of
insolvency.
e. assist and advise the Debtor with regard to communications
with creditors regarding any matters of general interest and any
proposed plan of reorganization.
f. prepare, review or analyze all applications, orders,
statements of operations, and schedules filed with the Court by the
Debtor or other third parties, give advice to the Debtor regarding
them, and after approval by the Debtor, consent to Orders.
g. perform such other legal services as may be required and in
the interest of the Debtor.
Michelle M. Walker, Esq., Law Office of Parry Tyndall White,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
The Firm may be reached at:
Michelle M. Walker, Esq.
Law Office of Parry Tyndall White
100 Europa Drive, Suite 401
Chapel Hill, NC
Tel: 919-246-4676
E-mail: mwalker@ptwfirm.com
About Quintanilla Drywall, Inc.
Quintanilla Drywall, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. M.D.N.C. Case No. 17-80740) on September 11, 2017.
Michelle M. Walker, Esq., at Law Office of Parry Tyndall White
serves as bankruptcy counsel. The Debtor's assets and liabilities
are both below $1 million.
R.C.A. RUBBER: Seeks to Hire Irontrax as Appraiser
--------------------------------------------------
The R.C.A. Rubber Company seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to hire an appraiser.
The Debtor proposes to employ Irontrax LLC to evaluate its
machinery and equipment, and pay the firm $2,500, plus
reimbursement of work-related expenses.
Thomas Sexton disclosed in a court filing that his firm has no
connection with the Debtor or any of its creditors.
Irontrax can be reached through:
Thomas Sexton
Irontrax LLC
601 Towpath Road, Suite B
Cleveland, OH 44147
Phone: 440-237-0800
Fax: 440-237-0801
Email: info@irontrax.com
About The R.C.A. Rubber Company
The R.C.A. Rubber Company filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ohio Case No. 16-52757) on November 18, 2016. The
petition was signed by Shane R. Price, vice president. The Debtor
operates a commercial rubber manufacturing company specializing in
commercial flooring primarily used in the transit/transportation
industry.
The Debtor disclosed total assets of $2.17 million and total
liabilities of $1.57 million.
Judge Alan M. Koschik presides over the case. Michael A. Steel,
Esq. of Brennan, Manna & Diamond, LLC represents the Debtor as
counsel. The Debtor hired Kevin Lyden, Esq., as its special
counsel and Weidrick Livesay & Co., CPA as its accountant.
On August 16, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
REPLOGLE HARDWOOD: Wants to Use Cash Collateral of TN BIDCO
-----------------------------------------------------------
Replogle Hardwood Flooring Company, LLC and debtor-affiliate,
Replogle Enterprises, G.P., seek permission from the Bankruptcy
Court for the Western District of Tennessee to use cash collateral
to (i) fund the working of capital requirements, operational
expenses and other financial needs of the Debtors during the
pendency of the Chapter 11 case, and (ii) pay costs and expenses of
the administration of the Chapter 11 cases.
The Debtors are borrowers under that certain Promissory Note dated
April 15, 2010, in the original principal amount of $4.8 million
with Tennessee Business and Industrial Development Corporation.
According to the UCC Statement filed to perfect security interests
associated with the TN BIDCO Loan, the obligations thereunder are
secured by all fixtures, equipment, office systems and equipment,
machinery, furniture, furnishings, appliances, inventory, goods,
building and construction materials, supplies and articles of
personal property, all accounts, permits, and licenses.
Without the authorization by the Court to use cash collateral
pursuant to the terms of an interim order, the Debtors will not be
allowed to sell inventory of hardwood flooring in the normal course
of business in order to generate sufficient revenue to pay its
expenses during these Chapter 11 cases.
The Debtors will use their account at First Bank and/or Carroll
Bank & Trust as directed by the Office of the U.S. Trustee for the
deposit of revenues. The Debtors will be authorized to distribute
these funds to pay expenses in the ordinary course of business,
including payroll and employee benefits authorized by court order,
provided the expenses are within the budget.
As adequate protection for any cash collateral expended by the
Debtors, TN BIDCO is granted a perfected replacement lien in all
postpetition assets of the Debtors, which liens will have the same
priority to TN BIDCO that existed as of the filing of the
Petition.
Copies of the Debtors' motions are available at:
http://bankrupt.com/misc/tnwb17-12172-3.pdf
http://bankrupt.com/misc/tnwb17-12173-4.pdf
About Replogle Hardwood
Replogle Hardwood Flooring LLC sells a wide variety of unfinished
hardwood flooring that comes straight from its sawmill to its
showroom. The Company is also a distributor of Turman, Somerset,
RealWood Floors, and WoodHouse prefinished and engineered flooring
as well as CoreTec engineered vinyl and Quick-Step laminate
flooring.
Based in Henry, Tennessee, Replogle Hardwood Flooring and its
affiliate, Replogle Enterprises, G.P., filed Chapter 11 petitions
(Bankr. W.D. Tenn. Case Nos. 17-12172 and 17-12173) on Sept. 29,
2017. The petitions were signed by Nathan Replogle, authorized
representative of the Debtors.
At the time of filing, Replogle Hardwood disclosed $2,190,000 in
assets and $4,790,000 in liabilities, and Replogle Enterprises
disclosed $806,667 in assets and $5,110,000 in liabilities.
Judge Jimmy L Croom presides over the cases.
Phillip G. Young, Jr., of Thompson Burton, PLLC, serves as counsel
to the Debtors.
RIVER CREST: Selling Bullhead Property for $665K Plus 15% Profits
-----------------------------------------------------------------
River Crest Estates, LLC, and River Crest Development, LLC ("RCD"),
ask the U.S. Bankruptcy Court for the Central District of
California to authorize the sale of vacant land located at Bullhead
City, Arizona, APN 220-04-137, to Roger Jaegar for $665,000, plus a
15% share in the development profits, subject to overbids.
A hearing on the Motion is set for Nov. 14, 2017 at 1:30 p.m.
The Debtor listed the Property on Schedule A/B with a value of
$665,000. The only debt against the Property is for unpaid
property taxes to the Mojave County Treasurer. Since the Petition
Date, the Property was appraised for $630,000 on Sept. 11, 2017.
The Property is approximately 22 acres of vacant land that has been
approved for a "55 and older" planned residential community. Over
the past several years, the Debtor and RCD have started the
planning and ubdivision process for the Property. RCD owns the
development Plans for the Property, which it values at $75,000.
The Buyer has offered to purchase the Property along with the Plans
for $665,000 plus a 15% share in the profits of the developed
Property. The purchase price is allocated $590,000 for the Property
and $75,000 for the Plans. The Buyer will pay $165,000 as a down
payment with $75,000 to go to RCD for the Plans and $90,000 to go
to the Debtor towards the Purchase Price of the Property. The
Debtor will then receive note and deed of trust on the property for
$500,000. The unpaid principal balance will earn 5% interest per
annum. The Payments will be due on the note when lots are sold.
Additionally, the Debtor will receive 15% of the profits from the
development.
The Property and Plans are being sold as is with all faults. The
Debtor is making no representations, warranties, either express or
implied, as to the Property's condition, prior or present uses, or
otherwise.
The Debtor is not using a real estate broker for the sale. The
Property has not been listed with a real estate broker. The
purchase price of the Property is based on the recent appraisal.
The Property is in the process of being developed into a "55 and
Over" residential community with approximately 120 homes. The
value to the Property is not its current raw land state but its
development potential. The Debtor's best option is selling it to
an experienced developer, who can undertake the development process
and complete the planned community.
The Debtor believes the sale is the best possible option because it
enables it to participate in the profits as well as sell the
Property and the Plans for a fair price. Moreover, the sale is
subject to overbids, so it is anticipated that the Debtor will
receive the best and highest value for the Property.
All costs of sale including escrow fees, will be paid at closing
along with all outstanding real property taxes.
The Debtor estimates the following proceeds from the down payment
($165,000): (i) Less Estimated Closing Costs (3% of $705,000) -
$19,950; (ii) Less RCD share - $75,000; (iii) and Less Property
Taxes (est.) - $6,000. The Net Proceeds is $64,050.
The Debtor has determined that it would benefit the Estate to
permit all interested parties to receive information and bid for
the Property instead of selling the Property to the Buyer on a
exclusive basis. Accordingly, in order to obtain the highest and
best offer for the benefit of the creditors of the estate, the
Debtor also asks the Court approval of the proposed Bidding
Procedures.
The salient terms of the Bidding Procedures are:
a. Qualified Bid: Potential bidders must bid an initial amount
of at least $20,000 over the Purchase Price ($685,000) and includes
at least a 15% share in the profits of the development. If the
bidder does not wish to offer a share in the profits, the initial
amount of the overbid must be $335,000 over the Purchase Price
($1,000,000) to compensate for the loss of profits.
b. Deposit: 5% of the overbid purchase price
c. Bid Deadline: Three business days prior to the hearing on
the Motion
d. Auction: Nov. 14, 2017 at 1:30 p.m. at the hearing on the
Motion
e. Bid Increments: $5,000
f. All competing bids must acknowledge that the Property is
being sold on an "as is" basis without warranties of any kind,
expressed or implied, being given by the Debtor concerning the
condition of the Property, the quality of the title thereto, or any
other matter.
The Property is the Debtor's main asset. It does not have the
resources to continue to develop the Property itself, and therefore
must sell it. It is proposing to sell the Property for its current
value plus 15% of the profits as the individual lots are sold. The
Debtor and the Buyer anticipate that it will take approximately
five years to fully develop the Property and sell all of the lots.
During that time, it will be earning interest on the balance of the
purchase price. The bankruptcy reorganization plans routinely last
five years and even longer so the length of time in full payment to
Debtor and the resulting payments to creditors is not unusual.
The Debtor and the Buyer anticipate that the development when
completed will result in net profit of approximately $6 million,
which will give the Debtor and RCD an estimated $900,000 in
additional to the sale price of the Property. If the Property were
to be sold in a normal lump sum transaction, it would have to sell
for an amount significantly higher than its current value in order
for the Debtor and its creditors to realize a similar gain.
Accordingly, the Debtors ask the Court to approve the relief
requested.
The Debtors ask that the Court waives the 14-day stay requirement
under Fed. Rule Bankr. P. 6004(h).
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/River_Crest_Estates_78_Sales.pdf
The Purchaser:
Roger A. Jaegar
41325 Billy Joe Lane
Temecula, CA 92590
About River Crest
River Crest Estates, LLC, a single asset real estate (as defined in
11 U.S.C. Section 101(51B)), owns a fee simple interest in a vacant
land, roughly 22 acres of property, in Bullhead City, Arizona, that
is planned for development as a residential community. The
property is valued at $665,000.
River Crest Estates, LLC, and River Crest Development, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case Nos. 17-15755 and 17-15757) on July 10, 2017. Earl
Coleman, general manager, signed the petitions.
At the time of the filing, River Crest Estates disclosed $845,185
in assets and $2.02 million in liabilities. River Crest
Development disclosed $80,000 in assets and $1.86 million in
liabilities.
Judge Scott C. Clarkson presides over the cases.
Todd Turoci, Esq., and Julie Philippi, Esq., at the Turoci Firm, in
Riverside, California, serve as counsel to the Debtor.
RIZVI & COMPANY: Taps Macey Wilensky as Legal Counsel
-----------------------------------------------------
Rizvi & Company Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to employ Macey, Wilensky & Hennings LLC to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code; examine claims of creditors; and assist in the
preparation of a plan of reorganization.
The firm's standard hourly rates are:
Frank Wilensky $450
Todd Hennings $425
William Rountree $400
Todd Surden $240
Law Clerk $150
Paralegal $120
The firm received a retainer of $16,000 from the Debtor prior to
the petition date.
Macey does not represent any interest adverse to the Debtor or its
estate, according to court filings.
The firm can be reached through:
William A. Rountree, Esq.
Macey, Wilensky & Hennings LLC
303 Peachtree Street N.E.
Atlanta, GA 30308
About Rizvi & Company
Rizvi & Company, Inc. owns and operates a bakery with three retail
locations at (i) 12850 Highway 9, Suite 1200, Alpharetta, Georgia;
(ii) 10800 Alpharetta Highway, Suite 300 Roswell, Georgia; and
(iii) 320 Town Center Avenue, Suite C-9, Suwanee, Georgia.
Rizvi & Company filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No. 17-67908) on Oct. 12, 2017.
ROBERT WINZINGER: Pierson Buying Oldman's Property for $350K
------------------------------------------------------------
Robert T. Winzinger, Inc., asks the U.S. Bankruptcy Court for the
District of New Jersey to authorize the private sale of 18.41 acres
of vacant land with one pole building, commonly known as Lot 10,
Block 1, Oldman's Township, New Jersey, to Richard E. Pierson
Construction Co., Inc. for $350,000.
A hearing on the Motion is set for Nov. 14, 2017 at 10:00 a.m. The
objection deadline is Nov. 7, 2017.
The Debtor is the owner of the Property. He entered into the
Agreement of Sale with the Buyer for the sale of the Property.
The material terms of the proposed sale are:
a. Description of the property to be sold: – 18.41 +/- acres
of vacant land with one pole building located on Lot 10, Block 1,
Oldman's Township tax map, Oldman's Township, New Jersey.
b. Date, time and place of sale: As soon as practicable,
subject to Court approval approving the sale free and clear of all
liens, judgments and encumbrances, which liens, if any, to attach
to the proceeds of sale, but not to the property itself.
c. Purchase price: $350,000
d. Conditions of sale: The sale is contingent upon the Court
approving the sale of the Property. The sale is not contingent
upon any Order from the Court as to who gets the proceeds of sale.
e. Deposit required: $1,000. The conditions under which
deposit may be forfeited – in the event that the buyer will fail
to perform its obligations or any of the representations,
warranties or covenants of the buyer will be found to be false, the
Seller may terminate the agreement or seek specific performance of
the Buyer's obligations.
f. Request for a tax determination under Section 1146(b) of
the Code – to the extent applicable, the Debtor asks the Court to
find that he is not liable for a transfer tax, since this is a
bankruptcy approved transaction.
g. Identification of any executory contract or unexpired lease
to be assumed and assigned under Section 365 of the Code – N/A.
h. Provision regarding credit bidding under Section 363(k) of
the Code – N/A.
i. Broker or sales agent's anticipated fee or commission –
N/A.
A copy of the Agreeement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Robert_Winzinger_59_Sales.pdf
The sale proceeds, after payment of reasonable and ordinary costs
of closing, payment of outstanding real estate taxes and payment of
any mortgages on the property, if any (the Debtor does not believe
that there are any valid mortgages on the property) will be held by
the attorney for the Debtor in his escrow account to await further
Order of the Court.
The Debtor asks a waiver of the stay imposed by Bankruptcy Rule
6004(h) or 6006(d).
The Purchaser:
Richard E. Pierson
P.O. Box 430
Woodstown, NJ 08098
The Purchaser's counsel:
Michael F.J. Romano, Esq.
52 Newton Ave.
P.O. Box 456
Woodbury, NJ 08096
About Robert T. Winzinger
Founded in 1960, Robert T. Winzinger, Inc. -- http://winzinger.com/
-- is a full-service contractor for roads, excavation, land
development and demolition, utility and marine construction, and
recycling technologies. Winzinger is certified as a W.B.E. with
the N.J. Dept. of Treasury - Division of Property Management &
Construction; Licensed Contractor with City of Philadelphia; Small
Business Enterprise with the City of Philadelphia; Small Business
Enterprise with the State of New Jersey; Public Works Contractor
with the State of New Jersey; Home Improvement Contractor with the
State of New Jersey Division of Consumer Affairs; and Maintains a
Certificate of Employee Report with the State of New Jersey.
Robert T. Winzinger, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 17-25972) on Aug. 7, 2017. The petition was signed
by Audrey Winzinger, vice president, secretary, and treasurer. At
the time of filing, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.
The Hon. Kathryn C. Ferguson is the case judge.
The Debtor is represented by David A. Kasen, Esq., at Kasen &
Kasen.
RUBY TUESDAY: S&P Places 'CCC+' CCR on CreditWatch Developing
-------------------------------------------------------------
S&P Global Ratings placed its ratings, including the 'CCC+'
corporate credit rating, on casual dining restaurant operator Ruby
Tuesday Inc. on CreditWatch with developing implications.
The CreditWatch placement follows Ruby Tuesday's announcement that
it has reached a definitive agreement to be acquired by
Atlanta-based private equity firm NRD Capital in an approximately
$335 million transaction.
S&P said, "The developing status of the CreditWatch indicates that
we could raise, affirm, or lower the ratings depending on NRD's
plan for Ruby Tuesday and our re-evaluation of the company's
business risk and financial risk profiles following completion of
the transaction. We could withdraw the ratings if NRD Capital
retires all of the company's senior note obligations after we
resolve the CreditWatch. We expect the transaction to close in the
first calendar quarter of 2018.
"We will likely resolve the CreditWatch placement following the
expected completion of the transaction and retirement of the senior
notes, and upon receiving additional information regarding NRD's
plans for Ruby Tuesday, including operating initiatives, financial
policy, and capital structure."
S. MURPHY ENTERPRISES: Asks for Court's Nod to Use Cash Collateral
------------------------------------------------------------------
S. Murphy Enterprises, Inc., seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to use
approximately $33,000 of cash, accounts receivable and other income
derived from the Debtor's operations to fund its operating expenses
and costs of administration in this Chapter 11 case for the
duration of the Chapter 11 case.
The Debtor seeks authority to use that cash immediately and future
revenues from sale, until a final hearing.
Upon information and belief, American Express Bank, FSB and TD
Bank, N.A., hold UCCs on the Debtor's assets in the amounts of
$32,198.60 and $367,490, respectively.
As adequate protection for the use of cash collateral, the Debtor
proposes that:
a. the Secured Creditors will have postpetition liens on the
Debtor's assets and cash collateral to the same extent, validity
and priority as existed prepetition; and
b. the Debtor will maintain property insurance on its
insurable assets.
The use of cash collateral is necessary to avoid immediate and
irreparable harm to the Debtor's estate. The cash collateral will
be used to maintain business operations and preserve value of the
estate. Among other things, the Debtor proposes to use cash
collateral in accordance with the budget for payment of necessary
owner/operators, employees, supplies, and ordinary business
expenses related to its operations.
The Debtor requests authority to use cash collateral immediately to
pay the expenses set forth in the budget as payment of expenses is
necessary to maintain its business, maximize the return on its
assets, and to otherwise avoid irreparable harm and injury to its
estate.
A copy of the Debtor's motion is available at:
http://bankrupt.com/misc/flmb17-085764.pdf
About S. Murphy Enterprises
S. Murphy Enterprises, Inc., a manufacturer of digital display
signs, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla.
Case No. 08576) on Oct. 10, 2017. Steven M. Fishman, P.A., is
counsel to the Debtor.
SCIENTIFIC GAMES: Unit Issues $350M Senior Secured Notes Due 2025
-----------------------------------------------------------------
Scientific Games International, Inc., a wholly owned subsidiary of
Scientific Games Corporation, issued $350.0 million in aggregate
principal amount of senior secured notes due 2025 at an issue price
of 100.0% in a private offering to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933, as
amended, and to non-U.S. persons under Regulation S under the
Securities Act. The Secured Notes were issued on Oct. 17, 2017,
pursuant to an indenture, dated as of Oct. 17, 2017, among SGI, as
issuer, the Company and the other guarantors party thereto and
Deutsche Bank Trust Company Americas, as collateral agent and
trustee.
The Secured Notes bear interest at the rate of 5.000% per annum,
which accrues from Oct. 17, 2017, and is payable semiannually in
arrears on April 15 and October 15 of each year, beginning on April
15, 2018.
SGI may redeem some or all of the Secured Notes at any time prior
to Oct. 15, 2020, at a redemption price equal to 100% of the
principal amount of the Secured Notes plus accrued and unpaid
interest, if any, to the date of redemption plus a "make whole"
premium. SGI may redeem some or all of the Secured Notes at any
time on or after Oct. 15, 2020, at the prices specified in the
Indenture. In addition, at any time on or prior to Oct. 15, 2020,
SGI may redeem up to 35% of the initially outstanding aggregate
principal amount of the Secured Notes at a redemption price of 105%
of the principal amount thereof, plus accrued and unpaid interest,
if any, to the date of redemption, with the net cash proceeds from
one or more equity offerings of the Company. Additionally, if a
holder of the Secured Notes is required to be licensed, qualified
or found suitable under any applicable gaming laws or regulations
and that holder does not become so licensed or qualified or is not
found to be suitable, then SGI will have the right to, subject to
certain notice provisions set forth in the Indenture, (1) require
that holder dispose of all or a portion of those Secured Notes or
(2) redeem the Secured Notes of such holder at a redemption price
calculated as set forth in the Indenture. If the Company or SGI
experiences specific kinds of changes in control or the Company or
any of its restricted subsidiaries sells certain of its assets,
then SGI must offer to repurchase the Secured Notes on the terms
set forth in the Indenture.
The Secured Notes are senior secured obligations of SGI, equally
and ratably secured with SGI's obligations under its credit
agreement and its indenture, dated as of Nov. 21, 2014, governing
its 7.000% senior secured notes due 2022. The Secured Notes rank
equally with SGI's existing and future senior debt and senior to
SGI's existing and future senior subordinated debt. The Secured
Notes are guaranteed on a senior secured basis by the Company and
each of its wholly-owned domestic restricted subsidiaries (other
than SGI and certain immaterial subsidiaries).
The Indenture contains certain covenants that, among other things,
limit the Company's ability, and the ability of certain of its
subsidiaries, to incur additional indebtedness, pay dividends or
make distributions or certain other restricted payments, purchase
or redeem capital stock, make investments or extend credit, engage
in certain transactions with affiliates, consummate certain assets
sales, effect a consolidation or merger, or sell, transfer, lease
or otherwise dispose of all or substantially all of its assets, or
create certain liens and other encumbrances on its assets.
The Indenture contains events of default customary for agreements
of their type (with customary grace periods, as applicable) and
provides that, upon the occurrence of an event of default arising
from certain events of bankruptcy or insolvency with respect to the
Company or SGI, all outstanding Secured Notes will become due and
payable immediately without further action or notice. If any other
type of event of default occurs and is continuing, then the trustee
or the holders of at least 25% in principal amount of the then
outstanding Secured Notes, may declare all of the Secured Notes to
be due and payable immediately.
Collateral Agreement
In connection with the issuance of the Secured Notes, SGI, the
Company and the other guarantors party thereto and the Collateral
Agent, entered into a collateral agreement, dated as of Oct. 17,
2017, pursuant to which SGI, the Company and the other guarantors
granted a security interest in the Collateral to the Collateral
Agent.
About Scientific Games
Scientific Games Corporation (NASDAQ: SGMS) --
http://www.scientificgames.com/-- is a developer of
technology-based gaming systems, table games, table products and
instant games and a leader in products, services and content for
gaming, lottery and interactive gaming markets. Scientific Games
delivers what customers and players value most: trusted security,
creative content, operating efficiencies and innovative technology.
Today, the Company offers customers a fully integrated portfolio
of technology platforms, robust systems, engaging content and
unrivaled professional services.
Scientific Games reported a net loss of $353.7 million in 2016, a
net loss of $1.39 billion in 2015 and a net loss of $234.3 million
in 2014. As of June 30, 2017, Scientific Games had $7.06 billion
in total assets, $9.06 billion in total liabilities and a total
stockholders' deficit of $2 billion.
* * *
As reported by the TCR on Oct. 4, 2017, Moody's Investors Service
confirmed Scientific Games Corporation's ("SGC") 'B2' Corporate
Family Rating and 'B2-PD' Probability of Default Rating. The
confirmation of the 'B2' Corporate Family Rating reflects Moody's
expectations that the proposed transaction, although primarily debt
funded, does not materially change Moody's expectation for
continued reduction in leverage from current levels, which is key
to the company maintaining its existing rating.
In July 2017, S&P Global Ratings affirmed its ratings on Scientific
Games, including its 'B' corporate credit rating. The outlook is
stable. "The affirmation of our 'B' corporate credit rating
reflects our expectation for adjusted EBITDA coverage of interest
to remain around 2x through 2018 and for the company to prioritize
the use of free cash flow for debt repayment, which we believe
partially mitigates currently high leverage. We are forecasting
adjusted debt to EBITDA to be in the low- to mid-7x area in 2017
and around 7x in 2018, given our forecast for only modest EBITDA
growth and debt reduction."
SEARS HOLDINGS: Bruce Berkowitz Quits as Director
-------------------------------------------------
Bruce R. Berkowitz, a director of Sears Holdings Corporation,
notified the Company of his decision to step down from the Board of
Directors, effective Oct. 31, 2017. Mr. Berkowitz's decision was
not the result of any disagreement with the Issuer on matters
related to the Issuer's operations, policies or practices,
according to a regulatory filing with the Securities and Exchange
Commission.
About Sears Holdings
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000
full-line and specialty retail stores in the United States and
Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $2.22 billion on $22.13
billion of revenues for the fiscal year 2016, compared to a net
loss of $1.12 billion on $25.14 billion of revenues for the fiscal
year 2015. As of July 31, 2017, Sears Holdings had $8.35 billion
in total assets, $12 billion in total liabilities and a total
deficit of $3.65 billion.
* * *
In January 2017, Fitch Ratings affirmed the Long-term Issuer
Default Ratings (IDR) on Sears Holdings and its various subsidiary
entities (collectively, Sears) at 'CC'.
In December 2016, that S&P Global Ratings affirmed its ratings,
including the 'CCC+' corporate credit rating, on Sears Holdings
Corp. "We revised our assessment of Sears' liquidity to less than
adequate from adequate based on the impact of continued and
meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
In January 2017, Moody's Investors Service downgraded Sears
Holdings' corporate family rating to 'Caa2' from 'Caa1'. Moody's
said Sears' 'Caa2' rating reflects the company's sizable operating
losses - Domestic Adjusted EBITDA was a loss of $884 million in the
latest 12 month period.
SEARS HOLDINGS: Fairholme Capital Has 23.7% Stake as of Aug. 18
---------------------------------------------------------------
Fairholme Capital Management, L.L.C., may be deemed to be the
beneficial owner of 25,424,540 shares of common stock (23.7%) of
Sears Holdings Corporation, based upon the 107,445,403 Shares
outstanding as of Aug. 18, 2017, according to a Schedule 13D/A
filed with the Securities and Exchange Commission. Fairholme has
the sole power to vote or direct the vote of 0 Shares, Fairholme
has the shared power to vote or direct the vote of 17,721,873
Shares, Fairholme has the sole power to dispose or direct the
disposition of 0 Shares and Fairholme has the shared power to
dispose or direct the disposition of 25,424,540 Shares to which
this filing relates.
Fairholme Funds, Inc. may be deemed to be the beneficial owner of
16,291,673 Shares (15.2%) of Sears Holdings. The Fund has the sole
power to vote or direct the vote of 0 Shares, the Fund has the
shared power to vote or direct the vote of 16,291,673 Shares, the
Fund has the sole power to dispose or direct the disposition of 0
Shares and the Fund has the shared power to dispose or direct the
disposition of 16,291,673 Shares to which this filing relates. Of
the 16,291,673 Shares deemed to be beneficially owned by the Fund,
14,497,773 are owned by The Fairholme Fund and 1,793,900 are owned
by The Fairholme Allocation Fund, each a series of the Fund.
Bruce R. Berkowitz may be deemed to be the beneficial owner of
28,012,172 Shares (26.1%) of the Company. Mr. Berkowitz has the
sole power to vote or direct the vote of 2,587,632 Shares, Mr.
Berkowitz has the shared power to vote or direct the vote of
17,721,873 Shares, Mr. Berkowitz has the sole power to dispose or
direct the disposition of 2,587,632 Shares and Mr. Berkowitz has
the shared power to dispose or direct the disposition of 25,424,540
Shares to which this filing relates.
Mr. Berkowitz controls the sole member of Fairholme, an investment
management firm that serves as the general partner, managing member
and investment adviser to several investment funds, both public and
private, including the Fund and separately managed accounts.
A full-text copy of the regulatory filing is available at:
https://is.gd/9qkwQU
About Sears Holdings
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members. Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.
The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000
full-line and specialty retail stores in the United States and
Canada.
Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts. Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.
Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues. Kmart completed its
merger with Sears on March 24, 2005.
Sears Holdings reported a net loss of $2.22 billion on $22.13
billion of revenues for the fiscal year 2016, compared to a net
loss of $1.12 billion on $25.14 billion of revenues for the fiscal
year 2015. As of July 31, 2017, Sears Holdings had $8.35 billion
in total assets, $12 billion in total liabilities and a total
deficit of $3.65 billion.
* * *
In January 2017, Fitch Ratings affirmed the Long-term Issuer
Default Ratings (IDR) on Sears Holdings and its various subsidiary
entities (collectively, Sears) at 'CC'.
In December 2016, that S&P Global Ratings affirmed its ratings,
including the 'CCC+' corporate credit rating, on Sears Holdings
Corp. "We revised our assessment of Sears' liquidity to less than
adequate from adequate based on the impact of continued and
meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded borrowings,"
said credit analyst Robert Schulz. "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."
In January 2017, Moody's Investors Service downgraded Sears
Holdings' corporate family rating to 'Caa2' from 'Caa1'. Moody's
said Sears' 'Caa2' rating reflects the company's sizable operating
losses - Domestic Adjusted EBITDA was a loss of $884 million in the
latest 12 month period.
SEATEQ CORPORATION: Seeks Permission to Use CNB Cash Collateral
---------------------------------------------------------------
Seateq Corporation seeks authority from the U.S. Bankruptcy Court
for the Northern District of California for the use of cash
collateral.
City National Bank, N.A., has a valid and perfected secured lien on
"All Assets of Debtor" in relation to a loan agreement between
Seateq and CNB. CNB's lien covers all the Debtor's assets,
including but not limited to operating income generated form the
ordinary course of sale of containers, constitutes cash
collateral.
Seateq has negotiated a stipulation with CNB and for use of cash
collateral on an interim and final basis. The personal guarantor
of the CNB Loan, Mr. Bjorn Ervell, also executed the CNB Cash
Collateral Stipulation. The material terms of the stipulation are
as follows:
(a) Upon Court approval of the instant stipulation, Mr.
Ervell, the individual guarantor, will make an immediate payment of
$15,641 to CNB.
(b) By or before Dec. 15, 2017, the Debtor will make a second
payment of $15,641 to CNB. If for any reason, the Debtor cannot
make any or all of said $15,641 payment, the guarantor will make
the payment, or any part of any deficiency from said payment, by or
before Dec. 15, 2017.
(c) After the above 2 payments are made, the remaining balance
will be approximately $59,846, plus additional interest, late
charges, attorney's fees and other amounts due under the Debtor's
loan documents to be determined according to proof. The parties
agree to use and accept CNB's accounting to determine the remaining
loan balance, with the understanding that the Court retains
jurisdiction to hear any comment or objection that the Debtor might
have regarding said accounting. CNB will be deemed to have a fully
allowed secured claim against the Debtor's assets in the amounts
set forth above, free of any objection, set-off or defense by the
Debtor.
(d) The Debtor's intention is, if possible, to pay the
remaining balance from collection of the Vietnam Receivable and any
revenue generated from collection of the Doubtful Receivables, as
soon as said receivables collect. The Debtor anticipates
recovering said receivable within 8 months, i.e. by June 2018. In
addition to the other payments to CNB referenced or required
herein, CNB will receive the first proceeds from the Vietnam
Receivable and the Doubtful Receivables, as senior UCC lienholder,
until CNB’s lien is paid in full regardless of when received.
(e) Additionally, beginning January 1, 2018, and continuing
monthly from January to June 2018, the Debtor will make a monthly
payment to CNB of $3,500 monthly.
(f) By June 30, 2018, Mr. Ervell, will make from said
guarantor's personal assets a payment to CNB of the entire then
remaining balance of the Debtor's loan, to ensure that the CNB loan
is paid in full before July 2018 (the drop dead date).
(g) Upon Material Default, CNB may pursue any and all
collection activity against the individual guarantor, Mr. Ervell.
(h) In exchange therefore, CNB agrees nunc pro tunc¸ as of
the July 20, 2017 Petition Date: (1) to place the loan in
forbearance, i.e. not exercise any collection activity against
Seateq or Mr. Ervell; (2) to allow the Debtor to use cash
collateral for any and all ordinary course transactions of the
Debtor, including but not limited to all quarterly fees owing to
the Office of the U.S. Trustee and all expenses owing to the Clerk
of the Bankruptcy Court, as well as all actual third-party, outside
expenses incurred by the Debtors (or their counsel) directly
related to the administration of the Debtors' bankruptcy estates;
and (3) to allow the Debtor to use operating income as a source,
payment of ordinary course expenses necessary for the
administration of the Chapter 11 bankruptcy estate and related
operating entity through the chapter 11 process and realization of
the liquidation plan.
(i) Additionally, CNB will be granted and will have a
replacement lien on all the Debtor's postpetition assets, with such
replacement lien to have the same validity, scope and priority as
CNB's prepetition lien against the Debtor's assets.
A hearing to consider the use of cash collateral will be held on
Nov. 16, 2017 at 10:00 a.m.
A full-text copy of the Debtor's Motion, dated Oct. 17, 2017, is
available at https://is.gd/nV9Mml
About Seateq Corporation
Based in San Francisco, California, Seateq Corporation has
purchased intermodal shipping containers from the suppliers in
North America for over 20 years, originally as "Seateq Trading,"
then "Seateq LLC" and finally "Seateq Corporation". Seateq
Corporation was incorporated in 2002. The containers were
purchased and resold to corporations, US Military and retail to
private individuals. Seateq remained current with the payments due
for said purchases until very recently.
Seateq Corporation filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 17-30697) on July 20, 2017. The petition was signed by
Bjorn Ervell, chief executive officer. At the time of filing, the
Debtors estimated $500,000 to $1 million in total assets and $1
million to $10 million in total liabilities. Judge Hannah L.
Blumenstiel presides over the case. Matthew D. Metzger, Esq., at
Belvedere Legal, PC, represents the Debtor.
SENIOR COMMUNITY HOUSING: U.S. Trustee Forms 4-Member Committee
---------------------------------------------------------------
The Office of the U.S. Trustee on Oct. 18 appointed four creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Senior Community Housing Long Beach, LLC.
The committee members are:
(1) Jay R. de Miranda Family Trust
Representative: Jay R. de Miranda, trustee
20 Cinchring Road
Rolling Hills, CA 90274
Tel: (310) 377-1199
Email: jaydemir@earthlink.net
(2) Robert M. Hanisee Family Trust
Representative: Robert M. Hanisee, trustee
3829 Amesbury Road
Los Angeles, CA 90027
Tel: (323) 662-9057
Fax: (323) 665-4444
Email: rhanisee38@gmail.com
(3) Norbrite Inc. Retirement Trust
Representative: Norman Rockmaker, trustee
Address: 19593 Mayfield Circle
Huntington Beach, CA 92648
Tel: (714) 936-1863
Fax: (714) 969-8080
Email: nrockmaker@socal.rr.com
(4) Dr. Solomon W. Golomb
Representative: Beatrice Golomb, executor of estate
Address: 5354 Linda Vista Drive
La Canada, CA 91011
Tel: (858) 247-1748
Email: bgolomb4@gmail.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Senior Community Housing
Senior Community Housing Long Beach, LLC, based in Winnetka,
California, filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 17-12260) on August 24, 2017. The Hon. Maureen Tighe presides
over the case. Michael R Totaro, Esq., at Totaro & Shanahan,
serves as bankruptcy counsel.
In its petition, the Debtor indicated $1.65 million in total assets
and $6.66 million in total liabilities. The petition was signed by
Dean R. Isaacson, president of the Debtor's managing partner.
The Debtor's list of 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb17-12260.pdf
SHOOT THE MOON: Nov. 20 Plan Confirmation Hearing Set
-----------------------------------------------------
The Hon. Terry L. Myers of the U.S. Bankruptcy Court for the
District of Montana approved the Third Amended Disclosure Statement
filed by Shoot The Moon LLC on Oct. 6, 2017.
The Court scheduled the hearing on confirmation of the Plan of
Liquidation to be held on Nov. 20, 2017, at 10:00 a.m. The Court
also fixed Nov. 13, as the last day for filing and serving written
objections to confirmation of the Plan, and for filing written
acceptances or rejections of the Plan.
The only objection to the disclosure statement filed by Paradigm
Restaurants, L.C. remained unresolved, causing the hearing on
approval of the disclosure statement continued to July 31, 2017, to
allow the Trustee and Paradigm to resolve the objection. The Court
advised the Parties that that if the objection was resolved prior
to that hearing date, the Court would vacate the hearing and issue
a stipulated order approving the Disclosure Statement.
On July 28, 2017, counsel for the Debtor represented that the
pending objections to the disclosure statement had been resolved,
and the Court vacated the July 31 hearing, pending filing of the
Third Amended Disclosure Statement and the Parties' agreement.
About Shoot The Moon
Shoot The Moon, LLC -- through approximately 19 separate entities
-- operated 11 Chili's restaurants, three on the Border
restaurants, and two Moonshine Grill restaurants in the states of
Idaho, Montana, and Washington.
Shoot The Moon filed for Chapter 11 bankruptcy protection (Bankr.
D. Mont. Case No. 15-60979) on Oct. 21, 2015, disclosing both
assets and liabilities of at least $50,000. Lance J. Hatzenbeller,
liquidating manager, signed the petition. Gary S. Deschenes, Esq.,
at Deschenes & Associates, served as the Debtor's bankruptcy
counsel.
Jeremiah Foster was appointed as Chapter 11 trustee. The Trustee
hired Cotner Law, PLLC, as counsel.
SNEED SHIPBUILDING: Trustee's Sale of All Channelview Assets Okayed
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Allison Byman, the Chapter 11 trustee
for Sneed Shipbuilding Inc. ("SSI"), to (i) settle the estate's
claims against the probate estate of Martin M. Sneed, Sr. and (ii)
to sell the Channelview Property and substantially all of the
Debtor's assets located thereon to San Jac Marine, LLC for
$14,925,000 to facilitate the settlement.
The sale is "as is, where is" with no representations or warranties
of any kind, and free and clear of any and all liens, claims and
encumbrances.
The settlement between the Trustee, Wayne Peveto, Independent
Executor of the Martin M. Sneed, Sr. Probate Estate, Mary Sneed and
Clyde Sneed is approved as set forth in the Motion and in the
Settlement and Release Agreement.
The Executor on behalf of the Probate Estate will convey, transfer
assign and deliver good and indefeasible fee simple title by
general warranty deed in and to the Channelview Property to the
Bankruptcy Estate, resulting in the Bankruptcy Estate receiving
marketable and insurable title to the Channelview Property,
together with any and all associated interests, rights, easements,
licenses, claims, buildings, fixtures and the like, satisfactory to
Purchaser as further set forth in the Settlement and Release
Agreement and the Special Warranty Deed ("Channelview Property
Conveyance"). The Channelview Property Conveyance will be
accomplished in such a manner that allows the Bankruptcy Estate to
convey the Channelview Property to the Purchaser as contemplated in
the Asset Purchase Agreement.
Within 20 business days following the Closing Date, the Trustee and
the Executor will take such as actions as are necessary to dismiss
both the Adversary Proceeding and the Appeal with prejudice.
On the terms and conditions set forth in the Motion and the Asset
Purchase Agreement attached to the Order, the Trustee is authorized
to sell and transfer all of the Debtor's and Bankruptcy Estate's
right, title and interest in and to the Assets to the Purchaser for
the total purchase price of $14,925,000 on the Closing Date.
At Closing, (i) $8,150,000 of the Purchase Price will fund the
Bankruptcy Estate's settlement with the Probate Estate; (ii)
$7,900,000 of the Probate Estate Settlement Funds will be conveyed
to the Probate Estate; (ii) $250,000 of the Probate Estate
Settlement Funds will be conveyed to Triple S Steel Supply Co. on
behalf of the Probate Estate; and (iii) $6,775,000 of the Purchase
Price will be conveyed to the Bankruptcy Estate ("Estate Sale
Proceeds").
That the Notice of Lis Pendens dated Jan. 20, 2017 filed for record
in the Office of the County Clerk of Harris County, Texas on Jan.
20, 2017 under Clerk's File No. 2017028418 is withdrawn as of
Closing and full consummation of the settlements and transactions
contemplated by the Motion.
The obligations of the Debtor or its Bankruptcy Estate relating to
Taxes, whether arising under Law, the Asset Purchase Agreement or
otherwise, will be fulfilled by the party responsible for such
obligations under the Asset Purchase Agreement.
The Trustee is authorized and directed in accordance with sections
105(a), 363, and 365 of the Bankruptcy Code to (i) assume and
assign to the Purchaser, effective upon the Closing Date, the 365
Contracts, and (ii) execute and deliver to the Purchaser such
documents or other instruments as may be necessary to assign and
transfer the 365 Contracts.
The Trustee has the authority to pay all ad valorem tax liens on
the Channelview Property at Closing (including any prorated ad
valorem taxes under the Asset Purchase Agreement required to be
paid by the Trustee), together with the Bankruptcy Estate' portion
of all normal and customary closing costs and fees required under
the Asset Purchase Agreement, if any.
The assumption, curing of defaults, and assignment of the
counter-party contracts, as set forth in Schedule 5.08 of the Asset
Purchase Agreement, pursuant to 11 U.S.C. Section 365, is approved.
Any defaults (if any) to the counter-party contracts as set forth
in Schedule 5.08 of the Asset Purchase Agreement will be cured by
paying the default amounts (if any) to such affected counter-party
from the Estate Sale Proceeds, upon Closing, and such procedure is
approved.
The Trustee is authorized to pay ZB, N.A., doing business as Amegy
Bank, $2,600,000 from the Estate Sale Proceeds at Closing in full
and final satisfaction of Amegy's claims in the Bankruptcy Case,
including pre and postpetition claims, and such payment will inure
to the benefit of all obligors on such claim.
The Trustee is also authorized to pay Big Shoulders Capital, LLC
$314,250 from the Estate Sale Proceeds Closing in full and final
satisfaction of the DIP loan previously authorized by the Court.
The 14-day stay requirements of Bankruptcy Rule 6004(h) are
waived.
The Order constitutes a final order within the meaning of 28 U.S.C.
Section 158(a). Notwithstanding any provision in the Bankruptcy
Rules to the contrary, including but not limited to Bankruptcy
Rules 6004(h) and 6006(d), the Court expressly finds there is no
reason for any material delay in the implementation of this Order
and, accordingly, unless otherwise ordered by the Court: (i) the
Trustee, the Debtor or its Bankruptcy Estate are not subject to any
other stay of the Order or in the implementation, enforcement or
realization of the relief granted in the Order unless so stayed by
further Court order; and (ii) the Trustee will take any action and
perform any act authorized under the Order.
A copy of the APA and Settlement Agreement attached to the Order is
available for free at:
http://bankrupt.com/misc/Sneed_Shipbuilding_376_Order.pdf
About Sneed Shipbuilding
Sneed Shipbuilding, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-60014) on March 4,
2016. The petition was signed by Clyde E. Sneed, president. The
Debtor estimated assets of $1 million to $10 million and debt of
$10 million to $50 million.
The case is assigned to Judge David R. Jones.
The Debtor was represented by Amber Michelle Chambers, Esq., Eric
Michael VanHorn, Esq., and Nicholas Zugaro, Esq., at McCathern,
PLLC.
The Office of the U.S. Trustee appointed five creditors of Sneed
Shipbuilding to serve on an official committee of unsecured
creditors.
On Nov. 3, 2016, the court appointed Allison D. Byman as the
Chapter 11 trustee. The Trustee is represented by Hughes Watters
Askanase, LLP.
SOUTHWEST SILK: Latest Plan to Pay Unsecureds 100% Over 48 Months
-----------------------------------------------------------------
Southwest Silk Screening, Inc. filed with the U.S. Bankruptcy Court
for the Southern District of Texas its first amended disclosure
statement, dated Oct. 10, 2017, describing its plan of
reorganization.
Previously classified in Class 8, general unsecured claimants are
now classified in Class 7. The latest plan provides that general
unsecured creditors will be paid 100% of their claims with no
interest. Payments will begin on the 15th day of the 61st month
following Effective Date of the Plan. Each claimant will be paid in
equal monthly installment of 1/48th of their total Allowed Claim,
payable over a term of 48 months.
The previous version of the plan asserted that each general
unsecured claimant will be paid in equal monthly installment of
1/36th of their total Allowed Claim, payable over a term of 36
months.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/txsb17-32431-32.pdf
About Southwest Silk Screening
Southwest Silk Screening Inc. is in the custom silk screening and
embroidery business. Debtor was incorporated and started operations
on Jan. 31, 1991.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (S.D. Tex. Case No. 17-32431) on April 21, 2017. The petition
was signed by Marcus Stalarow, president.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000.
Mitchell Buchman, Esq., represents the Debtor as bankruptcy
counsel.
The Office of the U.S. Trustee on May 17 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Southwest Silk Screening Inc.
SPECTRUM HEALTHCARE HARTFORD: Claims Bar Date Set for Oct. 30
-------------------------------------------------------------
The Superior Court for the Judicial District of Hartford on August
2, 2017, entered an order appointing Jonathan Neagle as receiver of
Spectrum Healthcare of Hartford, LLC.
Any secured or unsecured creditor including, without limitation,
any person or entity claiming a security interest, lien or other
right with respect to property owned by the Defendant, and/or any
person or entity asserting any other type of claim whatsoever, with
respect to claims arising prior to the Receivership Date, is
instructed and directed to provide written notice of the creditor's
claim to the Receiver at Spectrum Healthcare Hartford, LLC of
Hartford, CT d/b/a Park Place Health Center, 5 Greenwood Street,
Hartford, CT 06106 for delivery no later than October 31, 2017,
including the name of the Defendant, a full and complete
description of any such claim, and, if applicable, the collateral
with respect to which the creditor claims a security interest or
lien and notice of the creditor's intention, if any, to retrieve
the collateral.
The notice of claim must state the amount of the claim, the basis
for the claim (e.g., arising from contract for products or
services, loans, etc.) and supporting documentation of the claim.
Notice of claims must be submitted in original form and may not be
faxed.
The Court will hold a hearing on November 16, 2017 at 10:30 a.m. at
the Connecticut Superior Court, 95 Washington Street, Hartford,
Connecticut 06106 at which time the Court may hear and consider the
Receiver's motion to acknowledge pre-receivership claims filed by
the bar date; and to enjoin permanently noncompliant
pre-receivership claims and/or pre-receivership claims not filed
through the claims adjudication procedure.
The Receiver may be reached at:
Jonathan Neagle, Receiver
Spectrum Healthcare Hartford, LLC
of Hartford, CT d/b/a Park Place Health Center
5 Greenwood Street
Hartford, CT 06106
NOTWITHSTANDING THE FOREGOING, THE RECEIVER DOES NOT EXPECT THE
PROPOSED CLAIMS PROCESS TO RESULT IN DISTRIBUTIONS TO THE HOLDERS
OF PRE-RECEIVERSHIP, UNSECURED CLAIMS.
The Receiver is represented by:
Jon P. Newton, Esq.
Reid and Riege, P.C.
One Financial Plaza
755 Main Street, 21st Floor
Hartford, CT 06103
Tel: (860) 278-1150
Fax: (860) 240-1002
E-mail: jnewton@reidandriege.com
The receivership case is, COMMISSIONER OF SOCIAL SERVICES v.
SPECTRUM HEALTHCARE OF HARTFORD, LLC OF HARTFORD, CT d/b/a PARK
PLACE HEALTH CENTER, DOCKET NO.: HHD-CV-17-6080912-S SUPERIOR
COURT, JUDICIAL DISTRICT OF HARTFORD AT HARTFORD STATE OF
CONNECTICUT.
STATE TECHNOLOGY: Secured Creditor Doesn't Consent to Cash Use
--------------------------------------------------------------
Secured creditor Celtic Bank said in a court filing that it does
not consent to State Technology & Manufacturing LLC's use of its
cash collateral for any purpose and demands that all cash
collateral be turned over to Celtic or sequestered subject to
further order of the Court or a written agreement between the
parties.
Celtic withdraws any consent to use any cash collateral that may
have been previously given to the Debtor.
As reported by the Troubled Company Reporter on Oct. 3, 2017, the
Court previously issued an interim order, authorizing the Debtor to
utilize cash collateral to pay those expenses identified in the
budget through Nov. 30, 2017.
Celtic is represented by:
Neal H. Bookspan, Esq.
JABURG & WILK, P.C.
3200 N. Central Avenue, 20th Floor
Phoenix, AZ 85012
Tel: (602) 248-1000
E-mail: nhb@jaburgwilk.com
State Technology & Manufacturing LLC filed a voluntary Chapter 11
petition (Bankr. D. Ariz. Case No. 17-09940) on Aug. 24, 2017.
Cindy Greene, Esq., and Carlene Simmons, Esq., at Simmons & Greene,
P.C., serve as the Debtor's bankruptcy counsel.
STATE THEATRE OWNER: Auction of Culpeper Moviehouse Today
---------------------------------------------------------
The proposed auction of the lot and building that houses the
Culpeper State Theatre in Culpeper County, Virginia, will be held
at 11:00 a.m. today, October 20, according to a notice in the
Washington Post on Oct. 18.
The auction was initially set for Sept. 13 but was later postponed
indefinitely, according to a report by Allison Brophy Champion of
the Culpeper Star Exponent.
As reported by the Troubled Company Reporter, Paul S. Bliley, Jr.,
of Williams Mullen, P.C., as Substitute Trustee, was scheduled to
offer the property for sale at public auction at the front entrance
of the Culpeper County Circuit Court located at 135 W. Cameron
Street, Culpeper, Virginia 22701, on Sept. 13.
Mr. Bliley told Star Exponent in September that the note holder
instructed him to postpone the sale. "The historic Main Street
venue could be experiencing a reprieve from an unknown future as
its lien holders explore other solutions," the report said.
"I do not know the specific reason for the postponement, but I
assume the parties in interest are working through various options.
Postponement of foreclosure sales is not unusual," said Mr. Bliley
at that time, according to the report.
According to the report, Mr. Bliley said there is no specific date
for the rescheduled sale, but that he expected it to be rescheduled
in about 45 days. He said he had received several calls from
parties who were interested in the auction.
The Culpeper State Theatre, has been closed nearly a year due to an
income shortfall, according to another report by the Culpeper Star
Exponent.
The property is owned by State Theatre Owner, LLC, a Virginia
limited liability company, which has been declared in default under
a loan agreement.
To participate in the bidding, a bidder's deposit in the amount of
$250,000 will be required at the Date of Sale in cash or by
certified or cashier's check payable to the Trustee (or to the
bidder and endorsed to the Trustee). To the extent the deposit
exceeds 10% of the final bid, the Trustee will refund the
difference pending closing.
The Trustee's Notice of Auction does not identify the Noteholder.
Another report by the Culpeper Star Exponent says court documents
show a Rappahannock County couple made a $2 million loan to the
State Theatre Foundation in 2012 with a scheduled maturity date by
the following year. The repayment schedule was extended in 2013 to
2020, as the request of the State Theatre Foundation, and the
creditor agreed so long as the loan did not default, according to
court documents. Those court documents also reveal that a second
Rappahannock County party, Melbell LLC, made a $3 million dollar
loan to the foundation for construction around the same time for
which the repayment schedule was also extended to 2020 at the
request of the Foundation.
The Star Exponent report added that a 2017 real estate assessment
of the State Theatre valued it at $2.68 million. The venue is
current on its taxes having been approved as a tax-exempt nonprofit
for 2014, 2015 and 2016, the Star Exponent said, citing Culpeper
County Treasurer David DeJarnette.
According to the Star Exponent report, "The circa 1938 former
vaudeville movie house came gloriously back to life in 2013
following an estimated $13 million renovation and expansion to its
current 25,548-square-feet," and that, "The nonprofit State Theatre
Foundation, led by a volunteer board of directors, subsequently
took over ownership and management of the theater, which attracted
numerous national artists and hosted regional, state and local
acts. On Sept. 14, 2016, the board abruptly closed the 500-seat
theater -- with various shows already booked and scheduled -- due
to a lack of money to keep it open. Since then, the movie house has
sat empty in the center of town, a single light in the lobby the
only sign of life."
The Trustee may be reached at:
Paul S. Bliley, Jr.
Substitute Trustee and
Agent for the Secured Party
Williams Mullen, P.C.
200 South 10th Street
Richmond, VA 23218
Tel: (804) 420-6448
STOLLINGS TRUCKING: Chase Buying Caterpillar Bulldozer for $40K
---------------------------------------------------------------
Stollings Trucking Co., Inc., asks the U.S. Bankruptcy Court for
the Southern District of West Virginia to authorize the sale of
2004 Caterpillar D11R Bulldozer, S/N 7PZ00754, to Chase Johnson of
Ameraus Tractor Co. for $40,000, subject to overbid.
Any request for hearing on the sale must be filed within 21 days of
the Notice.
The equipment is subject to a disputed lien in favor of Marcum and
Associates. The counsel for Marcum and Associates has agreed that
the unit may be sold with the proceeds to be escrowed pending the
ruling by the Court of an adversary proceeding as to the
determination of lien status on the unit.
In the event that an upset bid is received, the Debtor will request
a private auction among those entities who have submitted bids.
Any upset bid will be at a minimum amount of $2,500. The private
auction will take place in the Court at a date and time as to be
set by the Court.
The property to be sold is subject to state and federal recorded
tax liens. The Debtor has the need for payment of certain
administrative expenses, including counsel for the Unsecured
Creditors Committee and funds to advance on reclamation bonds. The
Debtor will file a separate application as to the use of the
proceeds, but will notify the taxing authorities, and secured
creditors, of the request to utilize the sale proceeds. The
administrative expenses sought to be paid will preserve the assets
of the bankruptcy estate and enhance the prospect for a greater
recovery.
The Purchaser:
CHASE JOHNSON OF AMERAUS TRACTOR CO.
317 Hamilton Hill Rd.
Bluff City, TN 37618
About Stollings Trucking
Stollings Trucking Company, Inc., began its operations in 1990.
Throughout the years, the Debtor both hauled coal and mined coal
for its own profit. As it grew, it acquired more equipment and
rolling stock. Stollings also obtained mining permits on property
in Logan County, West Virginia, and was a party to coal leases.
Stollings Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7,
2015. Rhonda Marcum, president, signed the petition. The Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Frank W. Volk presides over the case.
Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV,
is serving as counsel to the Debtor.
SUNEDISON INC: Termination of SMP Supply Agreement Valid, Ct. Rules
-------------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York granted GCL Poly Energy Holdings
Limited's motion for partial summary judgment and denied SMP Ltd.'s
cross-motion for partial summary judgment in the adversary
proceeding captioned SMP LTD., Plaintiff, v. SUNEDISON, INC.,
Defendant, and GCL-POLY ENERGY HOLDINGS LIMITED,
Defendant-Intervenor, Adv. Proc. No. 17-01057 (SMB) (Bankr.
S.D.N.Y).
Plaintiff SMP -- a debtor under Korean bankruptcy law -- sued the
defendant SunEdison, Inc. -- a U.S. debtor -- seeking a declaratory
judgment under Count I of its Complaint, dated May 1, 2017, that
SunEdison's termination of a Sept. 28, 2011, supply and license
agreement (SLA) was invalid because the termination violated Korean
insolvency law. The defendant-intervenor GCL-Poly Energy Holdings
Limited purchased certain of SunEdison's assets in bankruptcy and
is the ultimate party in interest concerning the validity of the
termination. GCL moved for partial judgment on the pleadings or,
alternatively, partial summary judgment validating SunEdison's
termination of the SLA and SMP cross-moved for partial summary
judgment urging the opposite result.
The impetus driving the parties' disagreement revolves around the
difference between the termination and the rejection of the SLA.
SunEdison licensed certain intellectual property to SMP under the
SLA. If SunEdison's termination was valid, SMP can no longer use
the intellectual property. If, however, SunEdison is limited to
rejecting the SLA, SMP can continue to use SunEdison's intellectual
property without its consent. Upon analysis, the Court concludes
that the termination of the SLA was valid.
SMP began a shut-down process for the Plant in March 2016 and
completed the shut-down in April 2016. On April 21, 2016,
SunEdison, SunEdison Singapore, and certain affiliates each
commenced bankruptcy cases under chapter 11 of the Bankruptcy Code.
Two weeks later, on May 3, 2016, SMP filed an application for
rehabilitation under the Republic of Korea's Debtor Rehabilitation
and Bankruptcy Act with the 21st Civil Division of the Ulsan
District Court. On June 13, 2016, the Korean Bankruptcy Court
issued an order commencing the proceeding, which remains pending in
the Korean Bankruptcy Court.
SunEdison transmitted the termination notice to SMP in accordance
with the Settlement Agreement on or about March 30, 2017. The
Termination Notice invoked the Ipso Facto Clause stating that
SunEdison was terminating the SLA "as a result of SMP's pending
rehabilitation proceeding and its failure to pay debts generally as
they come due." It also warned that any unauthorized use or attempt
to use the intellectual property specified in the SLA would result
in immediate action by SunEdison and any use of the proprietary
equipment that was covered by SunEdison patents would constitute a
willful infringement of SunEdison's patent rights. SMP received
the Termination Notice in Ulsan, Korea on March 31, 2017.
The Court finds that the SLA's choice of law provision referred to
"Federal laws of the United States" in addition to New York law.
That provision, however, excluded consideration of federal choice
of law rules, and moreover, SMP has not identified a different
federal choice of law rule or argued that the Ipso Facto Clause
would be treated differently under federal law. Furthermore, the
SunEdison Debtors had the statutory right to exercise the
termination right under the Ipso Facto Clause as the statutory
successors to SunEdison. The Court's consideration of Korean law
is even more appropriate here where . . . the SLA's choice of law
provision includes both New York and federal laws. Thus, even if
the governing law clause did have some bearing on the Court's power
grant comity--which it does not--this express provision for the
applicability of `Federal laws' plainly permits the application of
federal law regarding comity.
Further, SMP has not provided support for the remarkable
proposition that SMP's Korean Bankruptcy Proceeding sweeps in the
entirety of Korean insolvency law under principles of international
comity and trumps U.S. bankruptcy and state law. Daebo, which it
cites for this proposition, did not so hold; it granted comity to
the Republic of Korea's Debtor Rehabilitation and Bankruptcy Act to
the extent the DRBA authorized the issuance of the stay order.
Moreover, the parties selected New York law to govern their
contractual rights, and the application of Korean law ignores that
choice and their presumed expectations. As the English High Court
recently observed in a case involving similar facts and issues
regarding the effect of Korean insolvency law on an ipso facto
clause valid under English law, while the parties "might have
expected that a Korean court would apply Korean insolvency law to
the insolvency of the Company, they might have been very surprised
to find that an English court would apply Korean insolvency law to
the substantive rights of the parties under a contract which they
had agreed should be governed by English law."
For these reasons, the Court declines in the exercise of discretion
to grant comity to the Commencement Order to the extent advocated
by SMP.
The bankruptcy case is in re: SUNEDISON, INC., et al., Chapter 11,
Debtors, Case No. 16-10992 (SMB) (Bankr. S.D.N.Y.).
A full-text copy of Judge Bernstein's Memorandum Decision dated
Oct. 13, 2017, is available at https://is.gd/nbvkez from
Leagle.com.
SunEdison, Inc., et al., Debtor, represented by Shana Elberg --
shana.elberg@skadden.com -- Skadden Arps Slate Meagher & Flom, LLP,
Jay M. Goffman -- jay.goffman@skadden.com -- Skadden, Arps, Slate,
Meagher & Flom LLP, Michael H. Gruenglas --
michael.gruenglas@skadden.com -- Skadden, Arps, Slate, Meagher &
Flom LLP, J. Eric Ivester -- eric.ivester@skadden.com -- Skadden,
Arps, Slate, Meagher & Flom LLP, Jason Neil Kestecher --
jason.kestecher@skadden.com -- Skadden, Arps, Slate, Meagher & Flom
LLP, Patrick D. Marecki -- pmarecki@teamtogut.com -- Togut, Segal &
Segal LLP, James J. Mazza Jr. -- james.mazza@skadden.com --
Skadden, Arps, Slate, Meagher & Flom LLP, Martin A. Mooney,
Schiller, Knapp, Lefkowitz & Hertzel LLP, Brian F. Moore –
bmoore@teamtogut.com -- Togut, Segal & Segal LLP, Frank A. Oswald
-- foswald@teamtogut.com -- Togut, Segal & Segal LLP, Scott Eric
Ratner -- sratner@teamtogut.com -- Togut, Segal & Segal LLP,
Stephen Matthew Sinaiko -- ssinaiko@cohengresser.com -- Cohen &
Gresser LLP & Albert Togut -- atogut@teamtogut.com -- Togut, Segal
& Segal LLP.
United States Trustee, U.S. Trustee, represented by Paul Kenan
Schwartzberg -- paul.schwartzberg@usdoj.gov. -- Office of the
United States Trustee.
Prime Clerk LLC Claims Agent, Claims and Noticing Agent,
represented by Adam M. Adler, Prime Clerk LLC.
Official Committee of Unsecured Creditors, Creditor Committee,
represented by Joshua Amsel -- joshua.amsel@weil.com -- Weil,
Gotshal & Manges LLP, Matthew Scott Barr -- matt.barr@weil.com --
Weil, Gotshal & Manges LLP & Benjamin Sauter --
benjamin.sauter@kobrekim.com -- Kobre & Kim LLP.
About SunEdison, Inc.
SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
SunEdison also tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.
The Debtors tapped Ernst & Young LLP to provide tax-related
services. Keen-Summit Capital Partners LLC has been hired as real
estate advisor. Binswanger of Texas, Inc. also has been retained
as real estate agent.
Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.
An official committee of unsecured creditors has been appointed in
the case. The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel. Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq., at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.
* * *
On March 28, 2017, the Debtors filed their Plan of Reorganization
and related Disclosure Statement. The Disclosure Statement was
approved on June 13, 2017. Judge Stuart Bernstein subsequently
confirmed the Debtors' Second Amended Joint Plan of Reorganization
on July 28, 2017.
TECHNIPLAS LLC: S&P Lowers CCR to 'B-' on Weak Credit Metrics
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Nashotah,
Wis.-based automotive supplier Techniplas LLC to 'B-' from 'B'. The
outlook is stable.
S&P said, "We also lowered our issue-level rating on the company's
senior secured notes to 'B-' from 'B'. The recovery rating was
revised to '4' from '3', indicating our expectation for average
(30%-50%; rounded estimate 40%) recovery in a default scenario.
"The downgrade reflects our view that Techniplas' credit metrics
have worsened and will likely remain weak relative to those of
other auto suppliers that we rate 'B'. The company's debt leverage
is expected to be around 7.0x and free operating cash flow (FOCF)
to debt less than 1% for 2017.
"Our stable rating outlook on Techniplas reflects our view that the
company can improve its margins in the second half of 2017,
preventing the company from generating significantly negative free
cash flow.
"We could lower the ratings to 'CCC+' if the company's operating
issues continue or worsen and EBITDA margins fail to improve back
toward the 7% area that we expect for the current rating. We could
also consider downgrading the company if we came to believe it
would not generate free cash flow for multiple quarters such that
it adversely affects its liquidity.
"While unlikely, we could raise our ratings of Techniplas over the
next 12 months if the company's debt-to-EBITDA metric falls well
below 7x and its FOCF-to-debt ratio approaches 5% on a sustained
basis. This could occur if the company sustainably increases its
EBITDA margins above 8%."
TECHNOLOGY WAY: Wants to Use Cash Collateral Until Jan. 15, 2018
----------------------------------------------------------------
Technology Way Holdings, LLC, seeks permission from the U.S.
Bankruptcy Court for the Southern District of Florida to continue
using cash collateral from Oct. 16, 2017, to Jan. 15, 2018.
The Debtor executed a note, mortgage, assignment of rents and
related loan/security documents for a loan in the principal amount
of $671,500 from PNC Bank, National Association. There is a second
mortgage now owned by the Small Business Association (previously
assigned by PNC Bank) in the approximate amount of $522,000. The
Secured Creditor, PNC Bank, has a first mortgage and first priority
security interest as to all assets, including rents. The Secured
Creditor is owed approximately $650,000 as of the Petition Date.
The Debtor receives approximately $8,000 in revenue (after sales
tax) from rents on a monthly basis and expends approximately $6,000
monthly on business operations, exclusive of debt service.
The Debtor says it is essential in order to avoid immediate and
irreparable harm to the Debtor, its creditors and tenants that the
Debtor be granted authority to use cash collateral to continue the
level of operations which is necessary and customary for this
commercial property in order to allow sufficient time to sell the
property.
The Debtor sought and was granted the ability to use cash
collateral pursuant to a proposed budget and the relief was granted
by court order dated July 27, 2017. The relief extends through
Oct. 16, 2017. The Court's order provides that any request for
additional use of cash collateral will be filed on or before the
expiration of the current order. The Debtor has complied with the
budget and is making significant progress in regard to the
prospective sale of the property which will pay all creditors in
full or substantially in full. The Debtor is seeking an additional
90 days use of cash collateral at this time.
There have not been any recent-payments to secured creditors and
there will be no payments pursuant to this motion or otherwise as
there are insufficient funds to both maintain critical operations
and make adequate protection payments. However, the continued
operation of this business is in essence a material form of
adequate protection as the secured creditors and all creditors will
benefit from the going concern sale proposed then from a
foreclosure and cessation of this business operation.
PNC Bank has advised that it consents to the relief sought for a
period of 90 days.
The Debtor says that this cash collateral request expressly
provides for payment out of operating revenue to pay for U.S.
Trustee Fees. To the extent additional U.S. Trustees fees are owed
subsequent to the sale of the assets, the U.S. Trustee fees will be
paid from the proceeds of the sale, the first $6,500 of which will
be for U.S. Trustees fees.
As reported by the Troubled Company Reporter on Aug. 4, 2017, the
Court issued an interim order authorizing the Debtor to use cash
collateral for a period of 90 days, from July 18 through Oct. 16,
2017, solely for the ordinary course of business and quarterly U.S.
Trustee Fees.
About Technology Way Holdings
Headquartered in Boca Raton, Florida, Technology Way Holdings, LLC,
owns commercial condominiums at 1477 Techonology Way, Boca Raton,
Florida, comprising of Units 1-201 and 1-202, approximately 4,595
square feet.
Technology Way Holdings filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 17-18574) on July 7, 2017, estimating
its assets at up to $50,000 and its liabilities at between $1
million and $10 million. The petition was signed by Emma T.
Alvardo, manager.
Judge Paul G. Hyman, Jr., presides over the case.
Thomas L. Abrams, Esq., at Gamberg & Abrams serves as the Debtor's
bankruptcy counsel. Taps NAI Miami as Real Estate Broker to market
and sell its condominium units located at 1477 Techonology Way,
Boca Raton, Florida.
TERRAFORM POWER: S&P Hikes CCR to BB- on Acquisition by Brookfield
------------------------------------------------------------------
S&P Global Ratings said it raised its issuer credit rating on
TerraForm Power Inc. to 'BB-' from 'B-'. The outlook is stable.
In addition, S&P raised the rating on TerraForm Power Operating
LLC's debt to 'BB-' from 'B-'. The recovery rating of '4' is
unchanged, reflecting our expectation of average (30%-50%; rounded
estimate: 45%) recovery in the event of default.
The upgrade is the immediate result of the recently closed
Brookfield Asset Management acquisition of the majority share of
the TerraForm Power (TERP) portfolio. Under SunEdison's control,
TERP had vastly underperformed its expectations, which resulted in
numerous drops in its rating after its initial IPO in 2014.
The stable outlook reflects an expectation of more limited growth
in portfolio size in coming years, as well as effective operations
at the asset level. S&P anticipates debt to EBITDA of about
5.5x–6x in coming years based on an assumption of P90 resource
levels. This outlook also hinges on expected prudent and supportive
management by Brookfield.
S&P said, "We could lower the rating if the issuer pursues
significant debt-funded acquisitions, such that forward-looking
deconsolidated leverage exceeds 6.5x. In aAddition, persistent
resource inadequacy or weaker operations, including diminished
availability, could contribute to this challenge.
"We could raise the rating if the portfolio deleverages
meaningfully in coming years, to under 5x on a deconsolidated
basis, either through excess cash flow or asset sales that are used
to trim debt balances."
TEXAS ASSOCIATION: Chapter 9 Case Summary & 20 Unsecured Creditors
------------------------------------------------------------------
Debtor: Texas Association of Public Schools Property and
Liability Fund
216 E. Blanco Street, Suite 207
Boerne, TX 78006
Type of Business: The Texas Association of Public Schools Property
and Liability Fund (TAPS) is a self insurance
pool set up under the Texas Interlocal
Cooperation Act on Sept. 1, 2001. Membership is
limited to public school districts, community
colleges and education service centers. Access
to the Fund is provided through a network of
professional independent agents.
Web site: http://www.tapsplf.org
Chapter 9 Petition Date: October 18, 2017
Bankruptcy Case No.: 17-52437
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Debtor's Counsel: William B. Kingman, Esq.
LAW OFFICES OF WILLIAM B. KINGMAN, PC
3511 Broadway
San Antonio, TX 78209
Tel: (210) 829-1199
Email: bkingman@kingmanlaw.com
Total Assets: $5.58 million
Total Debt: $8.50 million
The petition was signed by Jan Skovbjerg, executive director.
A full-text copy of the petition, along with a list of 20 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/txwb17-52437.pdf
TOP SHELV: Seeks 120-Day Plan Exclusivity Period Extension
----------------------------------------------------------
Top Shelv Worldwide, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to extend certain deadlines
established in the Court's case management order -- specifically
the deadlines to value security -- by 60 days and to extend the
exclusivity period for the Debtor to file a Chapter 11 plan and
disclosure statement by 120 days.
On September 11, 2017, the Court entered a case management order
establishing various deadlines related to this Chapter 11 case:
(a) By October 13, 2017, the Debtor was to file a
motion valuing security;
(b) On or before November 13, 2017, the Debtor is
to file a Chapter 11 plan and disclosure
statement; and
(c) October 13, 2017, as the deadline for filing
a motion to extend the deadline to file the
plan and disclosure statement.
The Debtor relates that shortly after filing this bankruptcy case,
creditor Four Courts/Farley Group filed a motion to dismiss this
case, which was needed to be heard and resolved within 30 days of
the filing of the motion. Consequently, much of the initial few
months of the case were consumed with trying to deal with that
motion.
After the hearing on the motion to dismiss, the Court ordered that
the Debtor provide a capital contribution plan by October 31, 2017.
Furthermore, as part of the order denying Four Courts' motion to
dismiss, the Court ordered that the Debtor update the Court and
creditors about the concerts that were to be held at the facility
on October 14th and 28th, 2017.
The Debtor claims that it also requires hiring of a new accountant,
as Mr. Stan Dulaney expressed to the Court in the hearing on the
motion to dismiss, in order to help the Debtor put its records in
proper form, to do the monthly operating reports, and to more
adequately advise and consult with Mr. Dulaney and the Debtor as to
the financial status of the company.
Likewise, the Debtor submits that it is in the process of having an
appraisal done of the facility, which required updated financials
from Schlaupitz and Madhavan. However, the Debtor claims that this
appraisal will still take some time -- but the Debtor expects to
have the appraisal done within two to four weeks.
Consequently, the Debtor tells the Court that it cannot meet the
October 13th deadline for filing a motion to value the facility
without having an appraisal in hand.
The Debtor relates that the Court has held several status
conferences regarding this case, in large part to make sure that
the Debtor is progressing in the restructuring and the Court has
been appraised of the efforts and the strides that the Debtor is
making to get this case into confirmable shape.
Also, the Debtor expects that any hearing on valuation may likely
be contested and protracted, causing further delay. Until the
facility can be finally valued, and any issues relating to
valuation litigated and resolved, the Debtor asserts that will be
constrained in putting forth a Chapter 11 plan.
About Top Shelv Worldwide
Top Shelv Worldwide, LLC, previously sought bankruptcy protection
(Bankr. E.D. Mich. Case No. 15-21770) on Aug. 31, 2015. It sought
protection under Chapter 11 of the Bankruptcy Code for a second
time (Bankr. E.D. Mich. Case No. 17-21434) on July 14, 2017.
Stanley Dulaney, its member, signed the 2017 petition. At the time
of the filing, the Debtor estimated assets of less than $1 million
and liabilities of $1 million to $10 million.
Judge Daniel S. Opperman presides over the case. Edward J.
Gudeman, Esq., at Brian A. Rookard, Esq., at Gudeman and
Associates, P.C., serve as the Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed.
TRIDENT BRANDS: Incurs $1.2 Million Net Loss in Third Quarter
-------------------------------------------------------------
Trident Brands Incorporated filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.23 million on $3.27 million of revenues for the three months
ended Aug. 31, 2017, compared to a net loss of $574,288 on $17,028
of revenues for the three months ended Aug. 31, 2016.
The growth in revenue in the third quarter is attributed to a
significant contract manufacturing supply agreement with a major
retailer, coupled with increased direct sales of Brain Armor
products to professional sports teams and collegiate programs.
Gross Profit increased to $160,505 or 4.9% of revenues versus
$7,640 or 44.9% of revenues in the prior year as a result of the
increase in sales. Management continues to direct operational
support and focus toward markets, distribution channels and
customers that represent sustainable commercial value. The Company
expects further revenue and profit growth in the remainder of 2017
and 2018. This outlook is supported by expanded retail customer
supply agreements and new item listings coupled with further
product innovation scheduled for introduction in Q4 2017 and Q1
2018.
For the nine months ended Aug. 31, 2017, Trident recorded a net
loss of $3.24 million on $3.30 million of revenues compared to
a net loss of $2 million on $241,053 of revenues for the same
period a year ago.
As of Aug. 31, 2017, Trident had $7.75 million in total assets,
$11.05 million in total liabilities and a total stockholders'
deficit of $3.29 million.
The Company's cash balance at Aug. 31, 2017, was $4,380,378.
Management believes the current funds available to the Company will
be sufficient to fund its operations for the next twelve months.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/0fCch5
About Trident Brands
Trident Brands Incorporated, f/k/a Sandfield Ventures Corp., was
initially formed to engage in the acquisition, exploration and
development of natural resource properties, but has since
transitioned and is now focused on branded consumer products and
food ingredients. The Company maintains a portfolio of branded
consumer products including nutritional products and supplements
under the Everlast(R) and Brain Armor(R) brands, and functional
food ingredients under the Oceans Omega brand. These brands are
focused on the fast growing supplements and nutritional product and
heart and brain health categories, supported by an established
contract manufacturing, supply chain and research and development
infrastructure, and a solid and proactive management team, board of
directors and advisors with many years of experience in related
categories.
Trident reported a net loss of $3.18 million on $168,042 of
revenues for the 12 months ended Nov. 30, 2016, compared to a net
loss of $3.16 million on $16,569 of revenues for the 12 months
ended Nov. 30, 2015.
TROVERCO INC: Has Final Okay on $1.5 Mil Credit Facility, Cash Use
------------------------------------------------------------------
Judge Charles E. Rendlen, III, of the U.S. Bankruptcy Court for the
Eastern District of Missouri authorized Troverco, Inc., to enter
into the DIP Credit Facility and the DIP Documents and to incur
postpetition debt of up to a maximum of $1,500,000.
The Debtor is authorized to use the DIP Lender's cash collateral to
pay permitted expenses under the Budget.
The DIP Credit Facility will be used to (a) fund the working
capital requirements and other financing needs of the Debtor during
the pendency of the Case and (b) pay certain transaction fees and
other costs and expenses of the administration of the Case. Use of
funds will further be consistent with a Budget, which may be
amended from time to time by delivery of a revised and updated
Initial Budget by the Debtor to the DIP Lender.
The DIP Credit Facility will terminate upon the earliest of (a)
Jan. 31, 2018; or (b) the entry of an order of the Bankruptcy Court
confirming a reorganization plan in the Case; or (c) closing of the
sales or disposition of substantially all of the Debtor's assets;
or (d) entry of an order dismissing the Case, or (e) entry of an
order converting the Case to one under chapter 7 of the Code.
A full-text copy of the Final Order, dated Oct. 17, 2017, is
available at https://is.gd/1Uzylv
About Troverco Inc.
Based in Saint Louis, Missouri, Troverco Inc. --
http://www.troverco.com/-- is in the food industry specializing in
freshly prepared sandwiches and snacks for delivery to businesses.
Troverco began as a franchise in 1959 under the name Lakeshire
Sandwiches.
Troverco filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Mo. Case No. 17-44474) on June 29, 2017, estimating its assets and
liabilities at between $1 million and $10 million. The petition
was signed by Joseph E. Trover, Jr., the CEO.
Judge Charles E. Rendlen III presides over the case.
Spencer Fane LLP and Cullen and Dykman LLP serve as legal counsel
to the Debtor. Three Twenty-One Capital Partners, LLC, is the
Debtor's financial advisor and investment banker.
On July 18, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Goldstein & McClintock LLLP as bankruptcy counsel and Protiviti
Inc. as financial advisor.
No trustee or examiner has been appointed in this chapter 11 case.
VERMEIL LLC: Seeks Conditional Approval of Disclosure Statement
---------------------------------------------------------------
In a notice, The Vermeil LLC and Sterling & Seventh LLC state that
they will file with the U.S. Bankruptcy Court for the Eastern
District of New York a motion for an order conditionally approving
their disclosure statement.
The motion also requests that the Court combine the disclosures and
confirmation hearing, and fix the date for objections to the
disclosure statement and confirmation.
Headquartered in Brooklyn, New York, The Vermeil LLC filed for
chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No.
15-44136) on Sept. 8, 2015, listing its estimated assets at $1
million to $10 million and estimated liabilities at $1 million to
$10 million. The petition was signed by Jacob Pinson, managing
member.
VIDANGEL INC: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: VidAngel, Inc.
dba VidAngel
dba VidAngel Studios
295 West Center St.
Provo, Ut 84601
Type of Business: Founded in 2013, VidAngel, Inc. is an
audiovisual content filtering company that gives
viewers the choice to remove objectionable
content, such as violence, sex, nudity, and/or
language, from authorized copies of movies and
television programs on modern streaming devices
such as IOS, Android, and Roku. The Company's
newly-launched service empowers users to filter
via their Neflix, Amazon Prime, and HBO Amazon
on Prime accounts, as well as original content
produced by VidAngel Studios. Its signature
original series, Dry Bar Comedy, now features a
large collection of clean standup comedy.
Web site: http://www.vidangel.com/
Case No.: 17-29073
Chapter 11 Petition Date: October 18, 2017
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Judge: Hon. Kevin R. Anderson
Debtor's Counsel: Thomas J. Beckett, Esq.
PARSONS BEHLE & LATIMER
201 South Main Street, Suite 1800
P.O. Box 45898
Salt Lake City, UT 84145-0898
Tel: (801) 532-1234
Fax: (801) 536-6111
Email: tbeckett@parsonsbehle.com
- and -
Brian M. Rothschild, Esq.
PARSONS BEHLE & LATIMER
201 S. Main St. Suite 1800
Salt Lake City, UT 84111
Tel: 801-532-1234
Fax: 801-536-6111
Email: brothschild@parsonsbehle.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Neal Harmon, chief executive officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/utb17-29073_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/utb17-29073.pdf
VIDANGEL INC: Files Petition for Relief Under Chapter 11
--------------------------------------------------------
VidAngel, which provides an entertainment platform empowering users
to filter language, nudity, violence, and other content from movies
and TV series on Netflix, Amazon Prime, and HBO -- using modern
streaming platforms such as iOS, Android, and ROKU -- launched its
new platform in June 2017. VidAngel has also added to its recent
success with original content from VidAngel Studios, which launched
in January 2017.
VidAngel has been engaged in a protracted legal battle with Disney,
20th Century Fox, Lucasfilm, Warner Bros, New Line Cinema, Marvel
and Turner Entertainment. These seven Hollywood studios are
seeking to eliminate filtering and choice, arguing that the 2005
Family Movie Act -- a law that expressly permits filtering in the
home -- does not apply to modern devices, and should remain legal
only for outdated technology. In response, VidAngel has mounted a
robust legal defense. Wednesday's filing represents another legal
step to protect the future of filtering.
Neal Harmon, VidAngel CEO, has issued the following statement:
"We have filed a petition for relief under Chapter 11. It's an
important step to protect our company -- as well as its creditors,
investors, and customers -- from the plaintiffs' efforts to deny
families their legal right to watch filtered content on modern
devices. It also gives us breathing room to reorganize our
business around the new streaming platform, promote and perfect the
new technology, and seek a legal determination that the new system
is fully legal and not subject to the preliminary injunction
entered in California.
"It's important for our fans to know that VidAngel will continue to
offer our filtering service, and to add new content and new
customers during the reorganization process. We are also actively
hiring additional engineers to further accelerate the continued
development of VidAngel. Our original series, Dry Bar Comedy, is
exploding and has had over 16 million minutes viewed in the last 7
days. Our customers can filter movies on Amazon, Netflix, and HBO
on Amazon, and we still have millions in the bank to fight this all
the way."
About VidAngel
VidAngel is the market-leading entertainment platform empowering
users to filter language, nudity, violence, and other content from
movies and TV shows on modern streaming devices such as iOS,
Android, and Roku. The company's newly launched service empowers
users to filter via their Netflix, Amazon Prime, and HBO on Amazon
Prime accounts, as well as enjoy original content produced by
VidAngel Studios. Its signature original series, Dry Bar Comedy,
now features the world's largest collection of clean standup
comedy, earning rave reviews from fans nationwide.
VIDEO DISPLAY: Lowers Second Quarter Net Loss to $221,000
---------------------------------------------------------
Video Display Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $221,000 on $3.16 million of net sales for the three months
ended Aug. 31, 2017, compared to a net loss of $378,000 on $3.63
million of net sales for the three months ended Aug. 31, 2016.
The Company reported a net loss of $487,000 on $7.05 million of net
sales for the six months ended Aug. 31, 2017, compared to a net
loss of $770,000 on $7.34 million of net sales for the same period
during the prior year.
As of Aug. 31, 2017, Video Display had $9.73 million in total
assets, $2.71 million in total liabilities and $7.01 million in
total shareholders' equity.
According to the Quarterly Report, "Management has implemented a
plan to improve the liquidity of the Company. The Company has been
fulfilling a plan to increase revenues at all the divisions, each
structured to the particular division which has resulted with an
increase in the current backlog. Operating costs decreased during
the quarter ended August 31, 2017 compared to the same quarter last
year by 6.6% and versus the first quarter ending May 31, 2017 by
8.9%. The Company has reduced expenses at the divisions, as well
as at the corporate location with the expectation that further
decreases can be achieved. The completion of the merger of the two
Florida businesses into one facility and the relocation of Lexel
Imaging into a new facility have projected annual savings of
approximately $500 thousand per year. Management continues to
explore options to monetize certain long-term assets of the
business. If additional and more permanent capital is required to
fund the operations of the Company, no assurance can be given that
the Company will be able to obtain the capital on terms favorable
to the Company, if at all."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/l7kce7
About Video Display
Headquartered in Tucker, Georgia, Video Display Corporation is a
provider and manufacturer of video products, components, and
systems for visual display and presentation of electronic
information media in a variety of requirements and environments.
The Company designs, engineers, manufactures, markets, distributes
and installs technologically advanced display products and systems,
from basic components to turnkey systems, for government, military,
aerospace, medical, industrial, and commercial organizations. The
Company markets its products worldwide primarily from facilities
located in the United States.
The Company has sustained losses for each of the last three years
and has seen a decline in both its working capital and liquid
assets during this time. Video Display incurred $1 million net
loss for fiscal year ended Feb. 28, 2017, a net loss of $6.14
million for the fiscal year ended Feb. 29, 2016, and a net loss of
$5.99 million for the fiscal year ended Feb. 28, 2015. These
losses were a combination of low revenues at all divisions without
a commensurate reduction of expenses. During the year ended Feb.
28, 2017, the Company operated using cash from operations of $1.2
million, which is primarily generated from a $1.2 million increase
in accounts receivables. During the year ended Feb. 29, 2016,
operating cash flows provided $1.1 million.
Carr, Riggs & Ingram, LLC, in Atlanta, Georgia, issued a "going
concern" opinion in its report on the Company's consolidated
financial statements for the year ended Feb. 28, 2017, stating that
the Company has incurred recurring net losses and a decline in
working capital and liquid assets. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
WESTERN STATES: May Continue Using Cash Collateral
--------------------------------------------------
The Hon. Cathleen D. Parker of the U.S. Bankruptcy Court for the
District of Wyoming has entered a second interim order authorizing
debtor Western States, Inc., to use cash collateral.
The Debtor, Avana Capital, L.L.C., Avana Fund I, L.L.C, and Itria
Ventures LLC consent and stipulate to permit limited use of cash
collateral pursuant to the interim court order pursuant to 11
U.S.C. Section 363.
If the Debtor fails to comply with the terms and conditions of the
interim court order, either lender objects to any subsequent use of
the cash collateral and the Debtor's authorization to use the cash
collateral for any purpose will immediately and automatically
terminate by operation of the interim court order and without
further action by the Court. In addition, AVANA is holding, and is
in control of an account in the amount of $401,142.59. This
Deposit Account was set up in conjunction with the AVANA Loan
Documents. To the extent agreed to by AVANA and in compliance with
the AVANA Loan Documents, the Debtor and AVANA may agree that a
portion of those funds may be used to cure any defaults with
respect to the franchise of the Ramada Hotel, and for use by the
CRU Real Estate Group, the receiver, to engage legal counsel.
AVANA, ITRIA and Debtor agree that the Receiver will have the
authority to use cash collateral to perform the duties set forth in
the receivership court order during the interim basis until further
order of the Court.
Unless extended further with the prior written consent of AVANA and
ITRIA (confirmed by the entry of a further order of the Court), the
authorization granted to the Debtor to use cash collateral under
the interim court order will automatically terminate upon the
earliest of: (i) 30 days following entry of the Oct. 2 interim
court order, unless AVANA and ITRIA agrees in writing in their sole
discretion to a later date; (ii) the granting of stay relief to any
party that claims an interest in the collateral or in the
replacement collateral; or (iii) the filing by the Debtor or any
other party in interest of any motion which seeks to grant to a
party other than AVANA and ITRIA a lien or security interest equal
or senior to the respective liens and security interests held by
AVANA and ITRIA in the Collateral and the replacement collateral.
Notwithstanding any termination event, the respective rights,
claims, security interests, liens and priorities of Lenders with
respect to all transactions that occur prior to the occurrence of
the termination event, including, without limitation, all
respective liens and priority claims approved by the interim court
order, will remain unimpaired and unaffected by any termination
event, will survive any termination event, and will be binding upon
any and all successors-in-interest to the Debtor, including any
trustee that may be appointed in the case.
In addition to its liens and security interests under the existing
AVANA Loan Documents, AVANA will have and is granted as security
for the use of cash collateral, valid and perfected security
interests and liens in all of the Debtor's now owned or after
acquired property interests of the types and to the same extent and
priority as AVANA would be entitled to under the AVANA Loan
Documents. The Avana replacement liens in the Avana replacement
collateral will be evidenced by the existing AVANA Loan Documents
and the interim court order. In addition, AVANA will retain all of
its existing liens and security interests in all of the AVANA
Collateral, including, without limitation, the liens and security
interests described above and any rights of setoff.
ITRIA is granted as security for the use of cash collateral, valid
and perfected security interests and liens in all of the Debtor's
now owned or after acquired property interests of the types and to
the same extent and priority as ITRIA would be entitled to under
the ITRIA Documents. The Itria Replacement Liens in the Itria
replacement collateral will be evidenced by the existing ITRIA
Documents and the interim court order. In addition, ITRIA will
retain all of its existing liens and security interests in all of
the ITRIA Collateral, including, without limitation, the liens and
security interests and any rights of setoff.
A copy of the Order is available at:
http://bankrupt.com/misc/wyb17-20041-257.pdf
About Western States
Western States, Inc., operates the Ramada Plaza Casper Motel &
Conference Center located in Casper, Wyoming. Its shareholders are
Satwant Singh Sran and Daljeet Mann who own 70% and 30% of the
shares, respectively.
Western States filed a Chapter 11 petition (Bankr. D. Wyo. Case No.
17-20041) on Jan. 25, 2017. The petition was signed by Daljeet S.
Mann, general manager and shareholder. In its petition, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Cathleen D. Parker presides over the case. The Debtor is
represented by Paul Hunter, Esq., in Cheyenne, Wyoming.
The U.S. Trustee has not appointed a trustee, an examiner or an
unsecured creditors' committee in the case.
WHAA LLC: Wants to Use Cash of Alta Pacific & TMC Financing
-----------------------------------------------------------
Whaa LLC asks the U.S. Bankruptcy Court for the Central District of
California to approve its limited stipulation with Alta Pacific
Bank and TMC Financing permitting the Debtor to use a portion of
the cash collateral to pay commercial insurance, the property tax
payment due in December and two adequate protection payments to
Alta Pacific.
A hearing on the Debtor's request will be held on Nov. 7, 2017, at
2:00 p.m.
Any response or opposition to the Debtor's cash collateral use must
be filed at least 14 days prior to the Hearing.
The Debtor says it is in the best interest of the estate and its
creditors to maintain property insurance and pay property tax
payments as they come due. In addition, the adequate protection
payments to Alta Vista will inure to the benefit of both secured
creditors.
The Debtor believes that Alta Pacific and TMC Financing are
adequately protected by the real properties. The Debtor proposes
to pay Alta Pacific the mortgage due on each building (5494 Arrow
Highway -- $4,331 and 5512 Arrow Highway -- $2,251) in October and
November 2017.
The Debtor says it has demonstrated that the use of cash collateral
will preserve the building for the benefit of this estate and the
creditors, specifically including the two secured creditors. The
Debtor adds that the use of cash collateral will preserve the
property for the benefit of this estate and the creditors,
specifically including Alta Pacific.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/cacb17-14661-74.pdf
About Whaa LLC
Whaa LLC is the fee simple owner of a commercial building located
at 5494 E. Arrow Highway, Montclair, California, valued at
$975,000. It also has a fee simple interest in an industrial
commercial property located at 5512 Arrow Highway, Montclair, with
a current value of $975,000.
Biodata Medical Laboratories, Inc., an affiliate, sought bankruptcy
protection (Bankr. C.D. Calif. Case No. 16-20446) on Nov. 28,
2016.
Whaa LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 17-14661) on June 2, 2017. Henry
Wallach, managing member, signed the petition. At the time of the
filing, the Debtor disclosed $2.01 million in assets and $1.36
million in liabilities. Judge Mark S. Wallace presides over the
case. The Law Offices of Margarit Kazaryan serves as bankruptcy
counsel to the Debtor.
WILLOW BEND: Seeks to Hire Bezou Law Firm as Special Counsel
------------------------------------------------------------
Willow Bend Ventures, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to hire the Bezou Law
Firm as special counsel.
The firm will assist the Debtor in pursuing a malpractice claim
against its former counsel. It will be paid on a contingency basis
for its services and will be reimbursed for work-related expenses.
Matthew Devereaux, Esq., one of the attorneys who will be handling
the case, disclosed in a court filing that he does not represent
any interest adverse to the Debtor.
The firm can be reached through:
Matthew L. Devereaux, Esq.
Bezou Law Firm
534 E. Boston Street
Covington, LA 70433
Tel: (985) 892-2111
Fax: (985) 892-1413
About Willow Bend Ventures LLC
Edgard, Louisiana-based Willow Bend Ventures, LLC sought Chapter 11
protection (Bankr. E.D. La. Case No. 17-11178) on May 9, 2017. The
Debtor hired Phillip K. Wallace, PLC as its bankruptcy counsel and
Fletcher & Associates, LLC as its accountant.
WIT'S END RANCH: Hires Wells Group to Sell Bayfield Property Asset
------------------------------------------------------------------
Wit's End Ranch Retreat, LLC, asks the U.S. Bankruptcy Court for
the District of Colorado (i) to excuse it from compliance with the
requirements of 11 U.S.C. 363 ( c)(2)(B) and (e); (ii) to allow
Victor Schultheiss, a licensed realtor broker at The Wells Group of
Durango, to sell its major real property asset at 254 and 290
County Road 500, Bayfield, Colorado; and (iii) to reasonably
compensate the broker for the services rendered and for costs
incurred in connection with any sales of the Debtor's real property
asset.
The Debtor, through its owner and operators, had intended to sell
the major asset at the Property prior to filing of the Chapter 11
Bankruptcy Petition, and executed an exclusive sales agency
contract on Sept. 9, 2017, with Schultheiss. The Property Asset is
listed at $4,000,000. In consideration of the services to be
performed, the Broker will get 6% of the gross purchase price.
A copy of the Listing Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/Wits_End_Ranch_30_Sales.pdf
The intent of the sale was to pay off 1st Creek Properties, LLC,
first deed of trust holder and the present owner and holder of a
promissory note duly executed by the Debtor and its agents on Feb.
12, 2017, in the amount of $2,630,000.
Initially, the Debtor was relying upon a promised small business
loan from Guaranty Bank to continue operations as a treatment
facility, which was eventually denied, which in turn caused the
drastic action to sell the Property Asset.
The 11 U.S.C. Section 363( c)(2)(B), generally requires the Debtor,
as owner of real property, and/or the Trustee, to refrain from
taking any action in the administration of said property of the
debtor except such action as permitted by court order after motion,
notice and hearing.
The 11 U.S.C. Section 363(e), generally permits the Debtor, holding
an interest in property, to petition by motion, notice and hearing
to permit the sale of said Property, and to generally protect all
entities or parties against whom relief is sought and those
otherwise entitled to service and turn over to the Trustee all
proceeds of sale and accounting for payment of reasonable
compensation for services rendered and related costs incurred by
the sales agent, so that the largest creditor and first lien
holder, 1st Creek, can be paid in full and release the deed of
trust and cancellation of the promissory note in issue. Other
smaller creditors can also be paid from the sales proceeds, if
available.
The relief sought pursuant to 11 U.S.C. Section 363( c)(2)(B) and
(e), allows the Court, after notice and hearing, to excuse
compliance with 11 U.S.C. Section 362, the automatic stay order, if
the interests of creditors would be better served by permitting the
sale of the Debtor's Property Asset.
The interest of the first lien holder, 1st Creek, and other
creditors will be better protected if the Debtor and his real
estate agent are permitted to sell the Property pursuant to the
terms and conditions of the listing contract, and if the listing
agent is permitted reasonable compensation for services rendered
and related costs incurred in the sale of said Property asset.
Accordingly, the Debtor asks the Court to approve the relief
requested.
The Broker:
Victor Schultheiss
THE WELLS GROUP OF DURANGO
901 Main Avenue
Durango, CO 81301
Telephone: (907) 570-9997
E-mail: victor@wellsgroupdurango.com
Glenn, Colorado-based Wit's End Ranch Retreat, LLC, sought Chapter
11 protection (Bankr. D. Colo. Case No. 17-18893) on Sept. 25,
2017. The Debtor tapped Vincent Franco, Esq., in Northglenn,
Colorado, as counsel.
WOLVERINE TAXI: Seeks January 15 Plan Filing Exclusivity Extension
------------------------------------------------------------------
Wolverine Taxi LLC and certain of its affiliated debtors ask the
U.S. Bankruptcy Court for the District of New Jersey to extend the
time period in which the Debtors have the exclusive right to file a
Chapter 11 plan of reorganization by 90 days or until January 15,
2018, and the deadline to solicit acceptances by a period of 60
days thereafter, or until March 16, 2018.
The exclusive period for the Debtors to file a plan of
reorganization was slated to expire October 17, 2017, absent an
extension.
The Debtors submit that the progress in these cases has largely
been slowed as a result of the Debtors' secured creditor's refusal
to comply with discovery demands and set forth its authority to
pursue the Debtors in light of the NCUA's receivership over Melrose
Credit Union.
Moreover, Melrose filed a motion to transfer the venue of these
cases, furthering the complexity of these cases and necessitating
the discovery responses in advance of the hearing on the motion.
While the Debtors assert that venue is appropriate in this
District, filing a plan and disclosure in advance of a
determination on the motion to transfer venue would be fruitless.
Thus, the Debtors assert that the complexity of the case warrants
an extension of the exclusive periods.
Over the next several weeks, it is imperative that the Debtors
devote their time and resources to a number of significant pending
matters, including, inter alia:
(a) negotiating cash collateral issues with the numerous
secured creditors;
(b) responding to and preparing for Melrose's motion to
transfer venue;
(c) responding to and preparing for other motions to
transfer venue, including that of Bethpage Federal
Credit Union, Banco Popular, and Bank of Leumi; and
(d) opposing and prosecuting motions to dismiss the
chapter 11 cases; and
(e) opposing various stay relief motions.
Although the Debtors have made progress in connection with its
reorganization efforts, the Debtors claim that additional time is
required to settle additional claims against the estate in order to
prepare and finalize a plan of reorganization.
The Debtors claim that they are seeking to extend the exclusive
periods in order to have additional time to engage in discussions
with various parties in interest, including their pre-petition
secured lender, which will afford the Debtors a meaningful
opportunity to proceed with the plan process for the benefit of all
stakeholders and creditors.
The Court will hold a hearing on November 7, 2017 at 10:00 a.m. to
consider extending the Debtors' exclusive periods.
About Wolverine Taxi LLC
Based in New York, Wolverine Taxi LLC provides taxi and limousine
service.
Wolverine Taxi (Bankr. D.N.J. Case No. 17-22500) and its affiliates
sought protection under Chapter 11 of the Bankruptcy Code on June
19, 2017. The cases are jointly administered. Evgeny A. Freidman,
their managing member, signed the petitions.
At the time of the filing, Wolverine Taxi estimated less than
$500,000 in assets and $1 million to $10 million in liabilities.
Judge Vincent F. Papalia presides over the Debtors' cases. The
Debtors employed Cole Schotz P.C. and Fox Rothschild LLP as special
litigation counsel, and Trenk, DiPasquale, Della Fera & Sodono,
P.C. as legal counsel.
XS RANCH FUND: Committee Taps Province Inc. as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors of XS Ranch Fund VI,
L.P. seeks approval from the U.S. Bankruptcy Court for the Northern
District of California to hire a financial advisor.
The committee proposes to employ Province Inc. to provide these
services in connection with the Debtor's Chapter 11 case:
(a) analyze the Debtor's cash collateral budget, assets
and liabilities, and overall financial condition;
(b) assist the committee in determining how to react to
the Debtor's restructuring plan or in formulating and
implementing its own plan;
(c) monitor the Debtor's process for the existing
Chapter 11, interface with its professionals, and
advise the committee regarding the process;
(d) prepare or review avoidance action and claim analyses;
(e) assist the committee in reviewing the Debtor's financial
reports;
(f) advise the committee on the current state of the
Debtor's case;
(g) advise the committee in negotiations with the Debtor
and third parties as necessary; and
(h) participate as a witness in hearings before the
bankruptcy court if necessary.
The firm's hourly rates are:
Principal $690 - $745
Managing Director $580 - $630
Senior Director $540 - $570
Director $470 - $530
Senior Associate $400 - $460
Associate $340 - $390
Analyst $270 - $330
Paraprofessional $15
Paul Huygens, a principal of Province Inc., disclosed in a court
filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul Huygens
Province, Inc.
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Phone: 702-685-5555
About XS Ranch Fund VI L.P.
Dr. Hasso Plattner, David Winton, Granite Land Company, and Peter
Mainstain filed an involuntary petition (Bankr. N.D. Cal. Case No.
16-31367) against XS Ranch Fund VI, L.P for relief under Chapter 7
of the Bankruptcy Code on December 23, 2016. On May 31, 2017, the
Debtor consented to conversion of the Bankruptcy Case to one under
Chapter 11. On June 1, the Court entered its order converting the
Bankruptcy Case to Chapter 11.
The petitioning creditors were represented by Patricia H. Lyon,
Esq., at French and Lyon; Terry J. Mollica, Esq., at Chiarelli &
Mollica, LLP; Mary Ellmann Tang, Esq., at French Lyon Tang; and
David C. Winton, Esq., at the Law Offices of David C. Winton.
The Debtor is represented by Pamela Egan, Esq., at Rimon P.C.; and
Richard H. Golubow, Esq., Garrick A. Hollander, Esq., and Andrew
Levin, Esq., at Winthrop Couchot.
On July 28, 2017, the U.S. Trustee for Region 17 appointed an
official committee of unsecured creditors. The committee hired
Sheppard Mullin Richter & Hampton LLP, as counsel.
YOGA SMOGA: Exclusive Plan Filing Deadline Moved to Jan. 15
-----------------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of Yoga
Smoga Inc., the exclusive periods during which only the Debtor may
file a Chapter 11 plan through and including Jan. 15, 2018; and
solicit acceptances of the plan through and including March 19,
2018.
As reported by the Troubled Company Reporter on Sept. 25, 2017, the
Debtor sought the 90-day extension, asserting that its progress in
the case to date on both the legal and business fronts, as well as
the important work that it needs to do in the next several months
-- with respect to completing plan negotiations and finalizing and
filing a plan of reorganization -- warrants extension of the
exclusive periods to file and solicit acceptances of a plan.
About Yoga Smoga
Yoga Smoga, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 16-13538) on Dec. 19, 2016. The petition was signed by Tapasya
Bali, chief executive officer. The case is assigned to Judge
Michael E. Wiles. Yoga Smoga is represented by Jil Mazer-Marino,
Esq., at Meyer, Suozzi, English & Klein, P.C. Joseph A. Broderick,
PC, serves as its accountant. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
The Office of the U.S. Trustee on Jan. 6, 2017, appointed an
official committee of unsecured creditors. Klestadt Winters
Jureller serves as legal counsel to the Committee, and CBIZ
Accounting, Tax and Advisory of New York, LLC, as financial
advisors.
[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
------------------------------------------
Authors: Teresa A. Sullivan, Elizabeth Warren,
& Jay Westbrook
Publisher: Beard Books
Softcover: 370 Pages
List Price: $34.95
Review by: Susan Pannell
Order your personal copy today at
http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html
So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a three-
day growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.
Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.
Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.
The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly debt-
prone, it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior -- which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law -- is at variance with the actual debtor
profile derived from this study.
A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.
The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
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sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.
*** End of Transmission ***