/raid1/www/Hosts/bankrupt/TCR_Public/171030.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, October 30, 2017, Vol. 21, No. 302
Headlines
4356 92ND AVE: Hires Davidson Backman as Bankruptcy Counsel
952-956 INTERVALE: Hires Carlos J. Cuevas as Attorney
ADVANCED PAIN: All Assets Sale Objection Deadline Moved to Oct. 31
ADVANCED PAIN: Trustee Taps Baker Donelson as Special Counsel
ADVANCED PRECISION: Exclusive Plan Filing Period Moved to Dec. 31
AK STEEL: Egan-Jones Hikes Sr. Unsec. Debt Ratings to B+
ALLEGHENY TECHNOLOGIES: Egan-Jones Hikes Sr. Unsec. Ratings to B
ALLY FINANCIAL: Reports Net Income of $282M for Third Quarter
AMBOY GROUP: Case Summary & 20 Largest Unsecured Creditors
ANDEAVOR LOGISTICS: Moody's Hikes CFR to Ba1; Outlook Positive
ANLOC LLC: Involuntary Chapter 11 Case Summary
APPVION INC: Committee Hires Lowenstein Sandler as Counsel
APPVION INC: Panel Hires Klehr Harrison as Delaware Co-Counsel
ARKADOS GROUP: Incurs $3.80 Million Net Loss in Aug. 31 Quarter
ATRM HOLDINGS: Liquidity Issues Raise Going Concern Doubt
AV HOMES: Egan-Jones Cuts Sr. Unsec. Debt Ratings to B
AYTU BIOSCIENCE: Chief Financial Officer Quits
BAYWAY HAND: Chapter 11 Trustee Taps Century 21 as Realtor
BETHEL HEALTHCARE: Sale of Remnant Assets to Oak Point for $3K OK'd
BLUCORA INC: Egan-Jones Hikes Sr. Unsec. Ratings to B+
BON-TON STORES: Amends $880 Million ABL Credit Facility
BRAND INDUSTRIAL: S&P Alters Outlook to Negative & Affirms 'B' CCR
BROCK HOLDINGS II: S&P Cuts CCR to CCC- on Debt Restructuring Risk
BURTONSVILLE CROSSING: Voluntary Chapter 11 Case Summary
C&C ALCOSER: Taps Fernandez & Fernandez as Accountant
CALVARY COMMUNITY: Intends to File Chapter 11 Plan by November 24
CAMBER ENERGY: DBS Investments Has 2.5% Stake as of March 1
CAROL ROSE: Taps Kelly Hart as Special Counsel
CASHMAN EQUIPMENT: Sale of Mortgaged & Unencumbered Vessels Okayed
CATHEDRAL HILL: Taps Patrick Shaughnessy as Accountant
CENTRAL GARDEN: S&P Alters Outlook to Positive & Affirms 'BB-' CCR
CENTRAL LAUNDRY: Taps Tenaglia & Hunt as Special Counsel
CENTURYLINK INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB
CHESTER MARINA: Hires Klein & Associates as Counsel
CIRCLE MEDIA: Case Summary & 20 Largest Unsecured Creditors
CLIFFS NATURAL: Egan-Jones Hikes Sr. Unsec. Ratings to B-
CONNIE HARDWICK: Private Sale of Gresham Property for $137K Okayed
CONTANDA LLC: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
CURO FINANCIAL: Moody's Affirms Caa1 CFR & Rates $135MM Notes Caa1
CURO GROUP: S&P Affirms 'B-' ICR Amid $135MM Notes Add-On
CYRILLA LANDSCAPING: Taps Calaiaro Valencik as Legal Counsel
CYTORI THERAPEUTICS: Amends 10,000 Units Prospectus with SEC
DARLING INGREDIENTS: S&P Affirms 'BB+' CCR, Outlook Remains Stable
DEAN FOODS: Egan-Jones Cuts Sr. Unsec. Ratings to BB-
DELICIAS DE MINAS: Taps Raymond & Raymond as Legal Counsel
DEXTERA SURGICAL: Amends Fiscal 2017 Annual Report to Add Part III
DEXTERA SURGICAL: Has Appealed NASDAQ's Delisting Determination
DISCOVER FINANCIAL: Fitch to Rate $570MM Preferred Stock BB-
DOWLING COLLEGE: Bids for Brookhaven Campus Due Dec. 4
DUNCANLITE LABORATORY: Taps Kahn & Ahart as Legal Counsel
EAST JEFFERSON GEN. HOSPITAL: S&P Lowers 2011 Bonds Rating to B+
ELDERHOME LAND: Voluntary Chapter 11 Case Summary
EPTMS INC: Hires Bud Kirk as Attorney
ERIE STREET: Sale of Chicago Properties to Stonebridge for $42M OKd
EXELCO NORTH AMERICA: Hires Donlin Recano as Administrative Agent
EXELCO NORTH AMERICA: Hires Donlin Recano as Claims Agent
EXELCO NORTH AMERICA: Hires Hughes Hubbard as Bankruptcy Counsel
EZRA HOLDINGS: Needs More Time to Evaluate Strategy & File Plan
FLUX POWER: Squar Milner LLP Raises Going Concern Doubt
FORD MOTOR: Egan-Jones Cuts Sr. Unsecured Ratings to BB+
FRANKLY INC: Accumulated Losses Casts Going Concern Doubt
GENWORTH FINANCIAL: A.M. Best's bb- ICRs Still Under Review
GIGA-TRONICS INC: Decides to Voluntarily Withdraw from NASDAQ
GRAFTECH INTERNATIONAL: Incurs $3.91-Mil. Net Loss in 3rd Quarter
GREEN VISION: Requires More Cash to Continue as a Going Concern
GREENWAY HEALTH: S&P Raises CCR to 'B' Amid Improved Debt Leverage
GUIDED THERAPEUTICS: Inks $53K Financing Agreement with Power Up
HAIMARK LINE: Court Confirms Plan of Liquidation
HARDROCK HDD: Patrick Horizontal Taps Crownover as Broker
HARTFORD FINANCIAL: Egan-Jones Cuts Sr. Unsec. Ratings to BB+
HELIOS AND MATHESON: Deregisters 3.48 Million Common Shares
HELIOS AND MATHESON: MoviePass Subscriber Growth Tops Projections
HILTON WORLDWIDE: S&P Alters Outlook Stable & Affirms 'BB+' CCR
HKD TREATMENT OPTIONS: Hires Dennis and Associates as Accountant
ILD CORP: Hires Baker & Hostetler as Bankruptcy Counsel
IMPALA PRIVATE: Moody's Assigns B3 CFR; Outlook Stable
INFINERA CORP: Egan-Jones Cuts Sr. Unsecured Ratings to B+
INNOVOSCIENCES LLC: Hires Gettry Marcus as Accountant
INTERNATIONAL PAPER: Egan-Jones Cuts Sr. Unsec. Ratings to BB+
INTRALINKS HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
JERRY BATTEH: Sale of Jacksonville Rental Property for $170K Okayed
JM HOLDING: Voluntary Chapter 11 Case Summary
JONATHAN HART: U.S. Trustee Forms 3-Member Committee
KEMPER CORP: A.M. Best Affirms "bb" Preferred Stock Rating
LA PALOMA GENERATING: Panel Hires Rosner Law as Counsel
MAC ACQUISITION: Hires Mackinac Partners as Restructuring Advisor
MAC ACQUISITION: Taps Gibson Dunn as General Bankruptcy Co-counsel
MARRONE BIO: Dwight Anderson May Provide Add'l $4M in Financing
MATTEL INC: Egan-Jones Cuts Sr. Unsec. Ratings to BB+
MEDIGUS LTD: Accumulated Losses Raise Going Concern Doubt
MERRIMACK PHARMACEUTICALS: Files 1st Amended Tender Offer Statement
METRO NEWSPAPER: Hires Rust/Omni as Administrative Agent
METROPOLITAN LIGHTHOUSE CS: Moody's Rates $24.3MM Rev. Bonds Ba1
MOBILESMITH INC: Issues 4.9M Common Shares to Union Bancaire
MOEINI CORPORATION: Case Summary & 14 Unsecured Creditors
MOSES APSAN: Oct. 25 Auction of Saddle River Property Set
MUSCLEPHARM CORP: Board Rejects Amerop's $18M Investment Proposal
NAKED BRAND: Two Directors Quit from Board
NATIONAL EVENTS: Needs More Time for Fraud Probe & to File Plan
NET ELEMENT: May Issue Additional 368,000 Shares Under 2013 Plan
NEXT COMMUNICATIONS: Seeks January 31 Plan Exclusivity Extension
NORTH CAROLINA TOBACCO: Trustee Taps Northen Blue as Legal Counsel
OAK CLIFF DENTAL: Seeks to Hire DDS Match as Broker
OCEANEERING INT'L: Egan-Jones Cuts Sr. Unsec. Ratings to BB
OFFSHORE SPECIALTY: U.S. Trustee Forms 3-Member Committee
OM SHANTI OM THREE: Hires Scalisi Myers as Accountant
ORACLE OIL: Taps Robert McGinnis as Consultant
PACE DIVERSIFIED: Hires Ehrlich Pledger as Special Counsel
PALLET PLUS: Unsecureds To Be Paid Dividend of 20% Over 5 Years
PEABODY ENERGY: Bankruptcy Blocks Global-Warming Suits, Judge Says
PELICAN REAL ESTATE: Nov. 13 Auction of TM 25 Pools
PH GLATFELTER: Egan-Jones Cuts Sr. Unsecured Ratings to BB
PHOENIX OF TENNESSEE: U.S. Trustee Unable to Appoint Committee
PHOTOMEDEX INC: Changes Name to 'FC Global Realty Inc.'
PILGRIM'S PRIDE: S&P Downgrades CCR to 'B', Outlook Still Negative
PORTER BANCORP: Reports 3rd Quarter Net Income of $1.7 Million
PRIME SIX: Hearing on Plan Outline Approval Set for Nov. 1
PRO-SEC CORP: Seeks to Hire Davis Bucco as Special Counsel
PRODUCTION PATTERN: Taps VT Accounting Associates as Accountant
PROSPERITY LANDSCAPING: Case Summary & 20 Top Unsecured Creditors
PROSPERITY LANDSCAPING: Hires Magee Goldstein as Counsel
PUERTO RICO: Emergency Manager to be Installed at Utility
QUADRANT 4: Seeks 90-Day Extension of Plan Exclusivity Period
QUOTIENT LIMITED: Highbridge Has 9.9% Stake as of Oct. 25
QUOTIENT LIMITED: Studies Show Robustness of the MosaiQ Platform
QUOTIENT LIMITED: Will Receive $40M from Private Placement
R CARRIER TRUCKING: U.S. Trustee Unable to Appoint Committee
REAL HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
REES ASSOCIATES: Seeks November 25 Exclusive Plan Filing Extension
REGIS GALERIE: Wells Fargo To Be Fully Paid Over 7 Yrs. With 6%
RICEBRAN TECHNOLOGIES: Files Resale Prospectus of $2.65M Shares
RMA STRATEGIC: Ch. 11 Trustee Hires Murtha Cullina as Counsel
ROBINSON OUTDOOR: Unsecured Creditors to Get $5,000 Per Month
ROGERS & SON: Exclusive Plan Filing Period Extended to December 31
ROOT9B HOLDINGS: Dan Wachtler Quits as Director
S & E HOLDINGS: Taps Lawrence G. Frank as Legal Counsel
SENTRIX PHARMACY: Hires Delle Fave Tarrasco as Accountant
SPI ENERGY: Incurs $220.7 Million Net Loss in 2016
SPINLABEL TECHNOLOGIES: Hires MENDS as Restructuring Consultant
SPRUHA SHAH: Hires Valucentric as Appraiser
SS&C TECHNOLOGIES: Egan-Jones Hikes Sr. Unsec. Ratings to B+
STONE PROJECTS: Seeks Feb. 16 Plan Filing Exclusivity Extension
SUMMIT MIDSTREAM: Egan-Jones Hikes Sr. Unsecured Ratings to B
SUNBURST FARMS: Taps High Plains as Auctioneer
SUPERIOR PLUS: DBRS Confirms BB(low) Sr. Unsec. Debentures Rating
T.C. RENFROW: Taps Heins Properties as Real Estate Broker
TEC-AIR INC: Case Summary & 20 Largest Unsecured Creditors
TERRACE MANOR: Sale Property Free & Clear of HUD Liens Approved
THINK FINANCE: Nov. 1 Meeting Set to Form Creditors' Panel
TOWERSTREAM CORP: Amends 5.1M Units Prospectus with SEC
TREASURE ENTERPRISE: Claim Filing Deadline Set for December 15
TRILOGY ENERGY: DBRS Hikes Issuer Rating & Sr. Unsec. Notes to BB
TTM TECHNOLOGIES: Egan-Jones Hikes Sr. Unsecured Ratings to BB
TWIN MILLS: Hires Trepanier MacGillis as Special Counsel
VHI INC: Voluntary Chapter 11 Case Summary
VITAMIN WORLD: Hires Retail Consulting as Real Estate Advisor
VORAS ENTERPRISE: Case Summary & 4 Unsecured Creditors
WALL GROUP: Seeks to Hire PT CPAs as Accountant
WALL GROUP: Taps Parry Tyndall as Legal Counsel
WALTER INVESTMENT: Hikes Committed Portion of Credit Facility $400M
WALTER INVESTMENT: Obtains Limited Waivers from Barclays
WALTER INVESTMENT: Restructuring Support Pacts Get Required Support
WB & M INC: Hires Brownstein & Associates as Bankruptcy Counsel
WEST CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB-
WESTINGHOUSE ELECTRIC: Judge OKs Emergency Funding for Nuclear Biz
WESTINGHOUSE ELECTRIC: Scana Urged to Shoulder Nuclear Project Cost
WORLD FINANCIAL: Chapter 15 Case Summary
XCELERATED LLC: Intends to File Chapter 11 Plan by January 29
XPERI CORP: S&P Assigns 'BB-' Corp. Credit Rating, Outlook Stable
YOSI SAMRA: Seeks to Hire Savvy Fare as New Accountant
ZETTA JET USA: Ch. 11 Trustee Hires DLA Piper as Counsel
ZETTA JET USA: Ch.11 Trustee Taps Seabury as Financial Advisor
ZYNEX INC: Will Move Its Headquarters to Colorado
[*] A.M. Best Puts US Insurers' Ratings on Review
[^] BOND PRICING: For the Week from October 23 to 27, 2017
*********
4356 92ND AVE: Hires Davidson Backman as Bankruptcy Counsel
-----------------------------------------------------------
4356 92nd Ave., LLC, seeks authority from the U.S. Bankruptcy Court
for the Western District of Washington to employ Davidson Backman
Medeiros PLLC, as general bankruptcy counsel to the Debtor.
4356 92nd Ave. requires Davidson Backman to:
a. assist, advise, and represent the Debtor in all aspects of
the Chapter 11 proceeding and compliance with the
performance of all of duties and powers under the
Bankruptcy Code and Bankruptcy Rules, including, without
limitation, the analysis of issues associated with the
acts, conduct, assets, liabilities, and financial condition
of the Debtor;
b. consult with creditors regarding the administration of the
Chapter 11 case;
c. file all required schedules, statements and disclosures;
d. prepare and file necessary amendments to the same;
e. attend at the initial debtor interview with the Office of
the U.S. Trustee;
f. attend at the Sec. 341 meeting;
g. cooperate with the Office of the U.S. Trustee;
h. comply with the Chapter 11 reporting requirements and
operating procedures;
i. comply with other Court orders;
j. perform the duties of a debtor in possession; and
k. respond to issues that arise during the bankruptcy case,
the formulation, filing, and service of a disclosure
statement and plan of reorganization, and representation
of the Debtor regarding the confirmation, and consummation
of a plan of reorganization.
Davidson Backman will be paid at these hourly rates:
Attorneys $275-$400
Legal Assistants/Paralegals $125-$135
On October 13, 2017, immediately prior to the filing of the
bankruptcy case, Davidson Backman was paid $7,348 from the Deposit
for fees relating to the preparation of the Chapter 11 filing. The
sum of $1,717 was disbursed from the Deposit in payment of the
filing fee. Davidson Backman is holding the sum of $20,935 in its
IOLTA account pending further Court order.
Davidson Backman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Barry W. Davidson, partner of Davidson Backman Medeiros PLLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Davidson Backman can be reached at:
Barry W. Davidson, Esq.
DAVIDSON BACKMAN MEDEIROS PLLC
601 West Riverside Avenue
Spokane, WA 99201
Tel: (509) 624-4600
Fax: (506) 624-4600
E-mail: bdavidson@dbm-law.net
About 4356 92nd Ave., LLC
4356 92nd Ave, LLC, based in Mercer Island, WA, filed a Chapter 11
petition (Bankr. W.D. Wash. Case No. 17-14511) on October 13, 2017.
The Hon. Timothy W. Dore presides over the case. Barry W. Davidson,
Esq., at Davidson Backman Medeiros PLLC, serves as bankruptcy
counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Patrick A.
Price, its member and authorized representative.
952-956 INTERVALE: Hires Carlos J. Cuevas as Attorney
-----------------------------------------------------
952-956 Intervale Realty Corp., seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
the Law Firm of Carlos J. Cuevas, Esq., as Chapter 11 counsel to
the Debtor.
952-956 Intervale requires Carlos J. Cuevas to:
a) advise the Debtor concerning the conduct of the
administration of the bankruptcy case;
b) prepare all necessary applications and motions as required
under the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure, and Local Bankruptcy Rules;
c) prepare a disclosure statement and plan of reorganization;
and
d) perform all other legal services that are necessary to the
administration of the case.
Carlos J. Cuevas will be paid at the hourly rate of $495. The firm
will be paid a retainer in the amount of $17,000. It will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Carlos J. Cuevas, sole proprietor of the Law Firm of Carlos J.
Cuevas, Esq., assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Carlos J. Cuevas can be reached at:
Carlos J. Cuevas, Esq.
LAW FIRM OF CARLOS J. CUEVAS, ESQ.
1250 Central Park Avenue
Yonkers, NY 10704
Tel: (914) 964-7060
About 952-956 Intervale Realty Corp.
952-956 Intervale Realty is the owner of two residential buildings
located at 952-956 Intervale Avenue, Bronx, New York. The two
buildings have a total of twenty-eight units. The buildings are
subject to the rent stabilization laws. The Debtor failed to pay
its real estate taxes, which led to New York City obtaining a tax
lien against the Debtor's real estate.
Subsequently, the tax lien was sold and after several years went
into foreclosure. A judgment of foreclosure and sale has been
entered. The Debtor was unable to negotiate a satisfactory payment
plan to avoid a foreclosure sale and, therefore, was compelled to
file for Chapter 11. The Debtor has one unsecured claim: Horizon
Planning Service Ltd., POB 118, Plainview, NY 1108, for $7,645 on
account of property insurance.
952-956 Intervale Realty Corp., based in Bronx, NY, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 17-12945) on October 22,
2017. Carlos J. Cuevas, Esq., at the Law Firm of Carlos J. Cuevas,
Esq., serves as bankruptcy counsel.
In its petition, the Debtor estimated $3 million in assets and
$1.61 million in liabilities. The petition was signed by Rafael
Cepeda, its vice president.
ADVANCED PAIN: All Assets Sale Objection Deadline Moved to Oct. 31
------------------------------------------------------------------
Judge Thomas J. Catliota of the US Bankruptcy Court for the
District of Maryland reset the objection deadline, required
additional notice, and reset hearing on the request filed by Alan
M. Grochal, Chapter 11 Trustee for Advanced Pain Management
Services, LLC, Advanced Anesthesiology Associates, LLC, Advanced
Pain Surgery Center, LLC and American Spine Surgical Center, LLC,
asking approval of (i) the litigation settlement with Dr. Atif
Malik; and (ii) the Asset Purchase Agreement with Advanced Pain
Management, LLC in connection with the sale of substantially all
assets of the Debtors in exchange for the assumption of all
accounts payable incurred after execution of the APA.
A hearing on the Motion was held on Oct. 23, 2017.
The Sherklar Estate raised an objection to the Motion over what it
considers to be insufficient notice of the Motion and the hearing.
The record reflects that the Trustee has made numerous efforts to
inform creditors about the Motion and the hearing. Nevertheless,
for the reasons stated on the record, the Court concluded that the
Trustee should give creditors additional notice of the Motion and
hearing, which has been rescheduled to the date and time as
provided in the Order.
The hearing on the Motion and any objections will be held on Oct.
31, 2017, at 11:00 a.m. Objection deadline is Oct. 30, 2017.
By close of business on Oct. 24, 2017, the Trustee must serve
notice of the rescheduled hearing on the Motion and the revised
objection deadline to all creditors and non-debtor parties to
executory contracts, and file a certificate of service of the same.
The notice must also describe: (i) what effect the proposed sale of
the Debtors' businesses by the Trustee will have on any retirement
plans covering the Debtors' employees or beneficiaries, or on
claims the retirement plan(s) may have against the debtors; (ii)
the interrelationship between the Buyer and the Debtors, including
any overlap in ownership and management; and (iii) the Trustee's
estimate of the range of collections of the Debtors' accounts
receivable that are being retained by the estate and not being sold
in the proposed transaction.
About Advanced Pain Management
Advanced Pain Management Services, LLC --
http://www.americanspinemd.com/-- is a small business debtor as
defined in 11 U.S.C. Section 101(51D), engaged in the health care
business. The Company collected gross revenue for $9.97 million
in
2016 and gross revenue of $10.65 million in 2015.
Advanced Pain Management Services filed a Chapter 11 petition
(Bankr. W.D. Ky. Case No. 17-30863), on March 16, 2017. The
petition was signed by Khalid Kahloon, CEO and general counsel. At
the time of filing, the Debtor disclosed $1.84 million in total
assets and $2.50 million in total liabilities. The Kentucky case
was assigned to Judge Thomas H. Fulton. APMS was represented by
James Edwin McGhee, III, Esq. at Kaplan & Partners LLP.
Advanced Anesthesiology Associates LLC (Bankr. D. Md. Case No.
17-18849), Advanced Pain Surgery Center, LLC (Bankr. D. Md. Case
No. 17-18850) and American Spine Surgery Center LLC (Bankr. D. Md.
Case No. 17-1885) collectively operate a medical practice
specializing in pain management in Frederick, Maryland and in
Waldorf, Maryland.
On May 1, 2017, the APMS case was transferred to the District of
Maryland (Bankr. D. Md. Case No. 17-16047). The Maryland petition
disclosed under $1 million in both assets and liabilities. The
petition was filed pro se.
On May 11, 2017, the Court entered an order approving the
appointment of Alan M. Grochal as Chapter 11 trustee. Bankruptcy
Judge Thomas J. Catliota presides over the Maryland cases.
ADVANCED PAIN: Trustee Taps Baker Donelson as Special Counsel
-------------------------------------------------------------
The Chapter 11 trustee for Advanced Pain Management Services, LLC
and its affiliates seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to hire Baker, Donelson, Bearman,
Caldwell & Berkowitz, P.C. as its special counsel.
Alan Grochal proposes to employ the firm to pursue unpaid Medicare
claims from Center for Medicare & Medicaid Services by appealing
the agency's decision to deactivate the Debtors' Medicare billing
privileges.
Donna Senft, Esq., the attorney who will be providing the services,
will charge an hourly fee of $620.
Ms. Senft disclosed in a court filing that her firm does not
represent or hold any interest adverse to the Debtors and their
estates.
The firm can be reached through:
Donna J. Senft, Esq.
Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
100 Light Street
Baltimore, MD 21202
Tel: 410-862-1136 / 410-685-1120
Fax: 443-263-7536 / 410-547-0699
About Advanced Pain Management
Advanced Pain Management Services, LLC --
http://www.americanspinemd.com/-- is a small business debtor as
defined in 11 U.S.C. Section 101(51D), engaged in the health care
business. The Company collected gross revenue for $9.97 million in
2016 and gross revenue of $10.65 million in 2015.
Advanced Pain Management Services filed a Chapter 11 petition
(Bankr. W.D. Ky. Case No. 17-30863), on March 16, 2017. The
petition was signed by Khalid Kahloon, CEO and general counsel. At
the time of filing, the Debtor disclosed $1.84 million in total
assets and $2.50 million in total liabilities.
The APMS case was assigned to Judge Thomas H. Fulton. APMS was
represented by James Edwin McGhee, III, Esq. at Kaplan & Partners
LLP.
On May 1, 2017, the APMS case was transferred to the District of
Maryland (Bankr. D. Md. Case No. 17-16047). The Maryland petition
disclosed under $1 million in both assets and liabilities. The
petition was filed pro se.
Advanced Anesthesiology Associates LLC, Advanced Pain Surgery
Center LLC and American Spine Surgery Center LLC filed Chapter 11
petitions (Bankr. D. Md. Case Nos. 17-18849 to 17-18851) on June
29, 2017. The Debtors, collectively operate a medical practice
specializing in pain management in Frederick, Maryland and in
Waldorf, Maryland.
On July 5, 2017, the court ordered the joint administration of the
four cases under Case No. 17-16047. Judge Thomas J. Catliota
presides over the cases.
The court appointed Alan M. Grochal as Chapter 11 trustee.
ADVANCED PRECISION: Exclusive Plan Filing Period Moved to Dec. 31
-----------------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois, upon the motion of Advanced
Precision Manufacturing, Inc., and A.D.K. Arms, Inc., has extended
the exclusive periods during which only the Debtor can file a plan
of reorganization and solicit acceptance of the plan until December
31, 2017, and February 28, 2018, respectively.
As reported by the Troubled Company Reporter on August 3, 2017, the
Debtors sought an extension of the Exclusive Periods and Plan Due
Dates to facilitate the Debtors' efforts in completing their
Chapter 11 cases, and formulating an exit strategy after completion
of the sale.
The Debtors said 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 November 17, 2017.
The Debtors further said that 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.
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, its
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.
AK STEEL: Egan-Jones Hikes Sr. Unsec. Debt Ratings to B+
--------------------------------------------------------
Egan-Jones Ratings Company, on August 4, 2017, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by AK Steel Holding Corp. to B+ from B.
AK Steel Holding Corporation is a steelmaking company headquartered
in West Chester Township, Butler County, Ohio.
ALLEGHENY TECHNOLOGIES: Egan-Jones Hikes Sr. Unsec. Ratings to B
----------------------------------------------------------------
Egan-Jones Ratings Company, on August 1, 2017, raised the foreign
currency and local currency senior unsecured ratings on debt issued
by Allegheny Techologies Inc. to B from B-.
Allegheny Technologies, Inc., produces specialty materials. The
Company's products include titanium and titanium alloys,
nickel-based alloys and superalloys, zirconium, hafnium and
niobium, stainless and specialty steel alloys, grain-oriented
electrical steel, tungsten-based materials and cutting tools,
carbon alloy impression die forgings, and large grey and ductile
iron.
ALLY FINANCIAL: Reports Net Income of $282M for Third Quarter
-------------------------------------------------------------
Ally Financial Inc. issued a press release announcing preliminary
operating results for the third quarter ended Sept. 30, 2017.
Net income for the three months ended Sept. 30, 2017, was $282
million, compared to net income of $209 million for the third
quarter of 2016, as higher provision for loan losses and
noninterest expense were more than offset by increases in net
financing revenue. Additionally, net income in the third quarter
of 2016 was impacted by a one-time charge to discontinued
operations.
Net financing revenue, including $18 million of Original Issue
Discount expense, improved to $1,081 million, up $85 million from a
year ago, driven by the expansion of retail loan and commercial
margins as well as higher investment securities balances.
Net interest margin of 2.74%, including OID of 4 bps, increased 5
bps year-over-year. Excluding OID, NIM was 2.78%, improving 5 bps
year-over-year, as a result of higher loan yields.
Other revenue decreased $7 million year-over-year largely due to
lower investment gains.
Provision for loan losses increased $56 million year-over-year and
was impacted by a 10 bps increase in the retail auto coverage ratio
primarily due to higher future expected losses associated with the
hurricanes experienced in the third quarter.
Noninterest expense increased $18 million from a year ago, driven
by expenses related to the growth of consumer and commercial
products.
Auto originations for the quarter totaled $8.1 billion, down from
$9.3 billion a year ago, given the continued focus on risk-adjusted
returns.
Ally Chief Executive Officer Jeffrey Brown commented on the
financial results:
"In the third quarter, Ally delivered strong operational and
financial results and had important positive developments on the
regulatory front, including normalization of regulatory capital
requirements at our banking subsidiary. We can now move forward on
a level playing field with other banks and more fully optimize our
capital and funding structure."
"We posted the highest revenue and Adjusted EPS since our IPO,
driven by expanding retail and commercial margins and growing
deposit balances. The deposit franchise continues to perform well,
with total deposits of $90 billion, up $14 billion year-over-year,
while retail deposits increased by $3.8 billion
quarter-over-quarter, the highest quarterly retail deposit growth
in our history."
"We continue to navigate the cyclical dynamics within auto finance,
while driving higher risk-adjusted returns on new originations and
maintaining credit discipline. Our mortgage and wealth management
businesses continue to develop as we elevate Ally's banking
franchise in the marketplace and deepen customer relationships. We
remain in a strong position to drive shareholder value and deliver
long-term earnings growth."
Discussion of Segment Results
Auto Finance
Pre-tax income of $300 million was $19 million lower
year-over-year. Results reflect higher net financing revenue and
other revenue, more than offset by higher provision for loan
losses, primarily driven by reserve build to cover higher future
expected losses associated with hurricanes Harvey and Irma.
Net financing revenue was approximately $17 million higher
year-over-year as increases in retail and commercial revenue were
partially offset by the continued decline in operating lease assets
and corresponding lower net lease revenue. The net lease yield
increased 27 bps quarter-over-quarter to 6.90%, but decreased 35
bps year-over-year.
Provision for loan losses was $46 million higher
quarter-over-quarter, driven by seasonally higher net charge-offs,
and up $42 million year-over-year, largely due to increased
reserves for higher future expected losses associated with the
hurricanes experienced in the third quarter.
Consumer originations of $8.1 billion included $3.6 billion of used
volume, $3.6 billion of new retail volume, and $0.9 billion of
leases. Estimated retail auto originated yieldA increased to
6.27%, up 37 bps year-over-year.
Auto earning assets decreased $1.5 billion year-over-year to $112.0
billion as growth in the retail auto portfolio was outpaced by
declines in operating lease assets. Commercial earning assets of
$36.0 billion were flat year-over-year and decreased $2.8 billion
quarter-over-quarter, given seasonality and lower dealer inventory
levels.
Insurance
Pre-tax income was $69 million in the quarter, up $13 million
versus the prior year quarter, as lower investment income was
offset by higher revenue earned, lower vehicle service contract
losses, and lower weather losses, which benefited from the
reinsurance policy established in April 2017.
Written premiums were up $20 million year-over-year at $272
million, due to growth in F&I and vehicle inventory insurance
written premiums.
Total investment income, including gains, was $32 million, down $4
million from the prior year period, and up $5 million
quarter-over-quarter.
Corporate Finance
Pre-tax income was $22 million in the quarter, compared to $15
million in the prior year period.
Net financing revenue increased $9 million year-over-year to $39
million, driven by strong asset growth. Total assets increased
$0.5 billion year-over-year from $3.2 billion to $3.7 billion.
Noninterest expense increased $3 million year-over-year to support
strong asset growth and expansion into new industry verticals.
A Estimated retail auto originated yield is a non-GAAP financial
measure.
Mortgage Finance
Pre-tax income was $2 million in the quarter, compared to $8
million in the prior year period. Net financing revenue was up $7
million year-over-year to $32 million, with total assets up $1.9
billion in the past year driven primarily by bulk mortgage
purchases.
Noninterest expense increased $12 million year-over-year as the
result of asset growth and the expansion of the direct-to-consumer
mortgage product, which launched in the fourth quarter of 2016.
Provision for loan losses was up $3 million quarter-over-quarter
and $3 million year-over-year, due to specific hurricane-related
reserves and asset growth.
Liquidity, Capital & Deposits
Capital
Ally paid a $0.12 per share quarterly common dividend and executed
$190 million of share repurchases, including shares
withheld-to-cover income taxes related to employee stock ownership
plans. Ally's Board of Directors approved a $0.12 per share common
dividend for the fourth quarter of 2017.
Preliminary fully phased-in Basel III Common Equity Tier 1 (CET1)
capital ratioB increased from 9.4% to 9.6% quarter-over-quarter as
a result of lower risk-weighted assets given lower commercial
balances, as well as continued profitability and deferred tax asset
utilization.
Liquidity & Funding
Consolidated cash and cash equivalents of $4.4 billion at
quarter-end was flat compared to $4.4 billion at the end of the
second quarter. Ally had $0.3 billion of institutional unsecured
debt maturities in the quarter and paid down $1.25 billion of
unsecured credit facilities.
U.S. auto term securitizations totaled approximately $1.0 billion
for the quarter. Additionally, during the quarter, Ally renewed
approximately $2.6 billion in secured credit facilities.
Approximately 79% of Ally's total assets were funded at Ally Bank
in the third quarter.
Deposits now represent approximately 61% of Ally's funding
portfolio, excluding OID, improving from 54% a year ago.
Deposits
Retail deposits were up a record $3.8 billion quarter-over-quarter
to $74.9 billion with total deposits of $90.1 billion at
quarter-end, up $3.9 billion for the quarter and up $14.4 billion
year-over-year.
The average retail deposit rate was 1.23% for the quarter, up 13
bps year-over-year and up 11 bps quarter-over-quarter.
Ally's retail deposit customer base grew 16% year-over-year,
totaling nearly 1.4 million customers at quarter-end, while adding
more than 52 thousand customers over the prior quarter. Average
customer balance ended the quarter at $54.5 thousand. Millennials
continue to comprise the largest generation segment of new
customers at 53%.
A full-text copy of the press release is available for free at:
https://is.gd/3Qm0GD
About Ally Financial
Ally Financial Inc. (NYSE: ALLY), formerly GMAC Inc., is a digital
financial services company and a top 25 U.S. financial holding
company offering financial products for consumers, businesses,
automotive dealers and corporate clients. Ally's legacy dates back
to 1919, and the company was redesigned in 2009 with a distinctive
brand, innovative approach and relentless focus on its customers.
Ally has an award-winning online bank (Ally Bank Member FDIC and
Equal Housing Lender), which offers deposit, mortgage and credit
card products, one of the largest full service auto finance
operations in the country, a complementary auto-focused insurance
business, a growing digital wealth management and online brokerage
platform, and a trusted corporate finance business offering capital
for equity sponsors and middle-market companies.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake. Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.
Ally reported net income of $1.1 billion for the year ended Dec.
31, 2016, compared to net income of $1.28 billion for the year
ended Dec. 31, 2015.
* * *
In October 2016, S&P Global Ratings said it revised its outlook on
Ally Financial to stable from positive and affirmed the 'BB+'
long-term issuer credit rating. "The revised outlook reflects
weakening credit conditions in the vehicle finance industry, in our
view, which represents the majority of Ally's business," said S&P
Global Ratings credit analyst Matthew Carroll.
In October 2016, Fitch Ratings has affirmed Ally Financial's
Long-Term Issuer Default Rating at 'BB+', Viability Rating (VR) and
'bb+' and Short-Term IDR at 'B'. The Rating Outlook is Stable.
The rating actions have been taken as part of Fitch's periodic peer
review of U.S. consumer lending-focused internet banks, which
comprises four publicly rated firms.
AMBOY GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
CLU Amboy, LLC 17-31647
dba Amboy Cold Storage
1 Amboy Avenue
Woodbridge, NJ 07095
Amboy Group, LLC 17-31653
dba Tommy Moloney's
dba Agnelli's Gourmet
dba Amboy Cold Storage
One Amboy Avenue
Woodbridge, NJ 07095
Type of Business: Amboy Group is a provider of food products and
temperature controlled warehouses. Its food
processing and cold storage facility serve as a
manufacturer/distributor of authentic Irish and
Italian meat products in America. Amboy Group's
facility is USDA, FDA and SQF 2000 certified.
CLU Amboy, LLC is the fee simple owner of a real
property located at 1 Amboy Avenue Woodbridge,
NJ 07095 with an appraised value of $13 million.
CLU Amboy reported gross revenue of $624,444 in
2016 and gross revenue of $644,066 in 2015.
Amboy Group holds a 51% interest in an American
entity known as Parmacotta-Amboy NA, LLC, that
distributes Italian meats. The remaining 49% is
owned by an American entity known as Parmacotto
America . Parmacotto America is owned by
Paramcotto sPa. Parmacotto sPa has been subject
to insolvency proceedings in Italy for
approximately two and half years, during which
time, no revenue has flowed from Parmacotto sPa
to Amboy Group. Amboy Group's gross revenue
amounted to $10.01 million in 2016 and $6.26
million in 2015.
Web site: https://www.amboygroup.com
Chapter 11 Petition Date: October 25, 2017
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Christine M. Gravelle
Debtors' Counsel: Sari Blair Placona, Esq.
TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
347 Mount Pleasant Avenue
West Orange, NJ 07052
Tel: 973-243-8600
E-mail: splacona@trenklawfirm.com
- and -
Anthony Sodono, III, Esq.
TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
347 Mt. Pleasant Ave., Ste. 300
West Orange, NJ 07052
Tel: 973-243-8600
Fax: 973-243-8677
E-mail: asodono@trenklawfirm.com
Scheduled assets and liabilities:
Total Total
Assets Liabilities
--------- -----------
CLU Amboy, LLC $13.34 million $10.78 million
Amboy Group, LLC $1.48 million $7.11 million
The petitions were signed by William Colbert, managing member.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/njb17-31647.pdf
http://bankrupt.com/misc/njb17-31653.pdf
A. CLU Amboy, LLC's List of Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Primary Capital Partners LLC Loan $62,500
UGI HVAC Enterprise, Inc. Construction $0
Lawsuit
B. Amboy Group's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Newtek Small Equipment $2,030,029
Business Fiance, LLC
ATTN: Gary M. Golden,
Sr. Vice President
1981 Marcus
Avenue, Ste. 130
Lake Success, NY 11042
Primary Capital Refinance $798,970
Partners LLC
641 Lexington
Avenue, 17th Fl.
New York, NY 10022
Highland Pork Inc. $505,021
700 white Plains
Road, Ste. 222
Scarsdale, NY 10583
Euler Hermes $282,914
Collection North America
800 red Brook
Boulevard, Ste. 400C
Owings Mills, MD 21117
Zizza, Salvatore $150,000
Signature Bank Overdrawn $131,632
bank account
Globe Packaging Co. Inc. $114,298
King Solomon Foods $103,230
Huntington Technology Finance UCC $77,193
Wells Fargo Bank, N.A. Equipment $63,678
PSE&G $62,198
Beau Label LLC $60,476
Ferro, Thomas A. $52,175
Unicorr Packaging Group $45,098
Mennella's Poultry Company $43,627
Evans Mahcine and Tool Company $40,827
New Jersey, Tax Lien $39,586
Division of Taxation
Uline Shipping Supplies $38,536
New Jersey, Dept. of Labor Tax Lien $34,364
Nu Products Seasoning Co. $30,183
ANDEAVOR LOGISTICS: Moody's Hikes CFR to Ba1; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service upgraded Andeavor Logistics LP's (ANDX)
Corporate Family Rating (CFR) to Ba1 from Ba2. Moody's also
upgraded the company's existing senior unsecured notes ratings to
Ba2 from Ba3. The Speculative Grade Liquidity Rating was affirmed
at SGL-3. The rating outlook was maintained at positive. At the
same time, Moody's upgraded Western Refining Logistics, LP's (WNRL)
CFR and unsecured notes to Ba1 and Ba2, respectively, and will
withdraw the ratings following the close of its merger with ANDX
and repayment of its debt.
"Andeavor Logistics' upgrade reflects the company's strong
execution on its growth capital spending, increasing cash flow and
improved geographic reach and customer diversification," commented
Arvinder Saluja, Moody's Vice President. "Moreover, the concurrent
buy in of Andeavor's (ANDV, Baa3 stable) incentive distribution
rights (IDRs) in exchange for partnership units will simplify the
consolidated corporate structure and better position Andeavor
Logistics for future growth."
Upgrades:
Issuer: Andeavor Logistics LP
-- Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD
-- Corporate Family Rating, Upgraded to Ba1 from Ba2
-- Senior Unsecured Regular Bond/Debentures, Upgraded to Ba2
(LGD4) from Ba3 (LGD4)
Issuer: Western Refining Logistics, LP
-- Probability of Default Rating, Upgraded to Ba1-PD from B1-PD
under review for upgrade
-- Corporate Family Rating, Upgraded to Ba1 from B1 under review
for upgrade
-- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2
(LGD4) from B3 (LGD5) under review for upgrade
Outlook Actions:
Issuer: Andeavor Logistics LP
-- Outlook, Remains Positive
Issuer: Western Refining Logistics, LP
-- Outlook, Changed To Positive From Rating Under Review
Affirmations:
Issuer: Andeavor Logistics LP
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
Issuer: Western Refining Logistics, LP
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
RATINGS RATIONALE
ANDX's Ba1 CFR reflects the improved scale and geographic reach of
the combined entity, a more diverse customer mix, its moderate debt
leverage and the elimination of uncertainty regarding ANDV's plans
for the management of the two master limited partnerships (MLPs).
ANDX's CFR also reflects its stable cash flow from meaningful
levels of long-term, fee-based contracts with minimum volume
commitments, and the growth potential from further asset dropdowns
and organic projects. The concurrent buy in of ANDV's IDRs will
simplify the combined entities' corporate structure. ANDX's ratings
recognize its importance to ANDV, as the MLP provides critical
infrastructure to ANDV's core refining operations and a coordinated
growth strategy. Additional support from ANDV is derived from
supportive contract structures and its sizeable ownership stake in
ANDX. The rating is restrained by ANDX's relatively short track
record of owning/operating assets generating third-party revenues,
volumetric risk in its gathering and processing segment, high
distributions associated with its MLP structure, and modest
execution risk pertaining to integration of WNRL.
ANDX expects to close on the acquisition of WNRL on October 30 in
an all-units transaction valued at approximately $1.8 billion,
including WNRL's $300 million of 7.5% senior notes. The notes will
be refinanced under ANDX's $1.6 billion secured credit facility.
WNRL's $500 million revolving credit facility will then be
terminated. ANDX will also buy in ANDV's IDRs in a $4.0 billion
all-units transaction, following which it will own 59% of ANDX's
outstanding limited partnership units.
The positive outlook reflects the predominately fee-based cash flow
stream generated by ANDX's growing asset base, and Moody's
expectation that ANDX will successfully execute its continuing
growth program while avoiding adding incremental debt leverage in
doing so.
The ratings could be upgraded to Baa3 presuming ANDX minimizes the
execution risk associated with its rapid growth, and there is no
dilution in ANDX's largely fee-based asset base while maintaining a
favorable business risk profile. Debt/EBITDA consistently inside 4x
and distribution coverage of 1.1x or better would also be required
for an upgrade. Ratings could be downgraded if debt/EBITDA exceeded
5x or if continued expansion of ANDX's asset base weakened its
business risk profile. If ANDV's Baa3 rating was downgraded, this
would also pressure ANDX's ratings.
ANDX's senior unsecured notes are rated Ba2, reflecting their
subordinated position to its $1.6 billion secured credit facility's
priority claim to company assets. The size of the senior secured
claims relative to ANDX's outstanding senior unsecured obligations
results in the notes being rated one notch below the Ba1 CFR,
consistent with Moody's Loss Given Default Methodology. Should
ANDX's credit facility become unsecured, the rating on ANDX's
unsecured notes would likely be upgraded to its Ba1 CFR.
The SGL-3 rating reflects Moody's expectation for adequate
liquidity through at least 2018. ANDX's liquidity is supported by
the availability under its $1.6 billion credit facility pro forma
for the refinancing WNRL's $300 million notes. At June 30, $50
million was outstanding under the facility. Liquidity is
constrained by the company's high payout ratio and need to finance
any material growth through external sources, which could result in
increased borrowings. The credit facility, comprised of a $1.0
billion dropdown credit facility and a $600 million revolving
credit facility, is secured by substantially all of ANDX's assets,
and matures in January 2021. Financial covenants require the
interest coverage ratio to be at least 2.5x; consolidated net debt
to EBITDA to be no greater than 5x, with an expansion to 5.5x
during an acquisition period, and senior secured debt to EBITDA no
greater than 3.75x, with an expansion to 4x during an acquisition
period. Moody's expect adequate covenant compliance headroom
through at least 2018.
The principal methodology used in these ratings was Midstream
Energy published in May 2017.
Andeavor Logistics LP is a master limited partnership headquartered
in San Antonio, Texas. Its general partner is held by Andeavor
(Baa3 stable), also headquartered in San Antonio.
ANLOC LLC: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: ANLOC, LLC
8955 Katy Freeway, Suite 310
Houston, TX 77024
Type of Business: Anloc, LLC -- www.anlocenergy.com -- is a
privately owned independent oil & gas
exploration and development company based in
Houston, Texas. ANLOC, whose name stands for "A
Nice Little Oil Company" operates the 7,318 acre
Hockley Salt Dome oilfield in Northwest Harris
County, Texas. ANLOC is licensed as an operator
by the Texas Rail Road Commission. Anloc's
operations are privately funded and it does not
accept or solicit any outside investors in any
of its current projects. The company is owned
by its senior management.
Involuntary
Chapter 11
Petition Date: October 25, 2017
Case Number: 17-35952
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Hon. Marvin Isgur
Petitioners'
Counsel: Aamir Shahnawaz Abdullah, Esq.
J A LAMBERT PLLC
10200 Hwy 290 W
Austin, TX 78736
Tel: 888-731-1324
E-mail: aamir@jalambertpllc.com
Alleged creditors who signed involuntary petition:
Petitioners Nature of Claim Claim Amount
----------- --------------- ------------
Wilburn Energy LLC Contractual $3,998,164
14792 Highway 67 West
Simms, TX 75574
Arduous Energy Group, LLC Contractual $110,918
2202 Timberloch Place, Suite 130
The Woodlands, TX 77380
Anastasios Pistofidis Contractual $30,000
Rua Central De Areia Preta Ed. La Cite
Bl.1 40 A
Macau SAR
China
K-3 Resources, L.P. Mechanic's Lien $42,318
850 County Road 149
Alvin, TX 77511
Energy Fishing & Mineral Lien $34,384
Rental Services Inc.
P.O. Box 40668
Houston, TX 77240
TEC Well Service LLC Mechanic's Lien $35,384
851 West Harrison Rd.
Longview, TX 75604
A full-text copy of the involuntary petition is available for free
at http://bankrupt.com/misc/txsb17-35952.pdf
APPVION INC: Committee Hires Lowenstein Sandler as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Appvion, Inc., and
its debtor-affiliates, seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Lowenstein Sandler
LLP, as counsel to the Committee.
The Committee requires Lowenstein Sandler to:
a. advise the Committee with respect to its rights, duties,
and powers in the Chapter 11 Cases;
b. assist and advise the Committee in its consultations with
the Debtors relative to the administration of these Chapter
11 Cases;
c. assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and
in negotiating with holders of claims and equity interests;
d. assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtors and of the operation of the Debtors'
businesses;
e. assist the Committee in its investigation of the liens and
claims of the holders of the Debtors' pre-petition debt and
the prosecution of any claims or causes of action revealed
by such investigation;
f. assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters
related to, among other things, the assumption or rejection
of certain leases of nonresidential real property and
executory contracts, asset dispositions, financing of other
transactions and the terms of one or more plans of
reorganization for the Debtors and accompanying disclosure
statements and related plan documents;
g. assist and advise the Committee as to its communications to
unsecured creditors regarding significant matters in the
Chapter 11 Cases;
h. represent the Committee at hearings and other proceedings;
i. review and analyze applications, orders, statements of
operations, and schedules filed with the Court and advise
the Committee as to their propriety;
j. assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives;
k. prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda,
complaints, adversary complaints, objections, or comments
in connection with any of the foregoing; and
l. perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set
forth in the Bankruptcy Code, Bankruptcy Rules, or other
applicable law.
Lowenstein Sandler will be paid at these hourly rates:
Partners $600-$1,195
Senior Counsels $420-$700
Associates $315-$595
Paralegals $115-$300
Lowenstein Sandler will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the firm
provided the following in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: Lowenstein Sandler has agreed to reduce its partner
hourly rates by 10%.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: Lowenstein Sandler's professionals included in the
engagement have not varied their rate based on the
geographic location of these Chapter 11 Cases.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Lowenstein Sandler did not represent the Committee
prior to the Petition Date.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Committee has reviewed Lowenstein Sandler's
proposed hourly billing rates, budget and staffing
plan. In accordance with the U.S. Trustee
Guidelines, the budget may be amended as necessary
to reflect changed or unanticipated developments in
these Chapter 11 Cases.
Wojciech F. Jung, a partner of Lowenstein Sandler LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Lowenstein Sandler can be reached at:
Wojciech F. Jung, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas
225 South Sixth Street
New York, NY 10020
Tel: (212) 262-6700
Fax: (212) 262-7402
About Appvion, Inc.
Appvion, Inc. -- http://www.appvion.com/-- produces thermal,
carbonless, security, inkjet, digital specialty, and colored
papers. The Company is the largest manufacturer of direct thermal
paper in North America. Headquartered in Appleton, Wisconsin,
Appvion operates coating and converting plants there and in West
Carrollton, Ohio and a pulp and paper mill in Roaring Spring,
Pennsylvania. The Company employs approximately 1,400 people and is
100% employee-owned.
On Oct. 1, 2017, Appvion, 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. 17-12082). The cases
are pending before the Honorable Kevin J. Carey.
Appvion Inc. disclosed total assets of $413,430,904 and total
liabilities of $714,758,194 as of Aug. 31, 2017.
DLA Piper is serving as legal counsel to Appvion, Guggenheim
Securities LLC is serving as the Company's investment banker, and
Alan Holtz of AlixPartners is serving as the Company's Chief
Restructuring Officer. Prime Clerk LLC is the claims and noticing
agent.
Andrew Vara, acting U.S. trustee for Region 3, on Oct. 11 appointed
seven creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Appvion, Inc., and its
affiliates. The Committee hired Lowenstein Sandler LLP, as
counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware
co-counsel.
APPVION INC: Panel Hires Klehr Harrison as Delaware Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Appvion, Inc., and
its debtor-affiliates, seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Klehr Harrison Harvey
Branzburg LLP, as Delaware co-counsel to the Committee.
The Committee requires Klehr Harrison to:
a. provide legal advice regarding local rules, practices,
precedent and procedures and providing substantive and
strategic advice on how to accomplish the Committee's goals
in connection with the prosecution of the cases;
b. review, comment and prepare drafts of documents and
discovery materials to be filed with the Court as co-
counsel to the Committee and served on parties or third
parties in the chapter 11 cases;
c. prepare initial drafts of motions and objections to motions
as requested by the Committee;
d. appearing in Court, at depositions, and at any meeting with
the U.S. Trustee and any meeting of creditors at any given
time on behalf of the Committee as their co-counsel;
e. perform various services in connection with the
administration of the cases, including, without limitation,
(i) preparing certificates of no objection, certifications
of counsel, notices of fee applications and hearings, and
hearing binders of documents and pleadings, (ii) monitoring
the docket for filings and coordinating with Lowenstein on
pending matters that need responses, (iii) preparing and
maintaining critical dates memoranda to monitor pending
applications, motions, hearing dates and other matters and
the deadlines associated with the same, and (iv) handling
inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the
general status of these cases and coordinating with
Lowenstein on any necessary responses;
f. perform all services for the Committee in which Lowenstein
may have a conflict of interest; and
g. perform all other services assigned by the Committee, in
consultation with Lowenstein, to Klehr Harrison as co-
counsel to the Committee.
Klehr Harrison will be paid at these hourly rates:
Partners $350-$820
Counsels $295-$475
Associates $260-$410
Paralegals $170-$250
Klehr Harrison will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the firm
provided the following in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: Klehr Harrison has not agreed to any variations
from, or alternatives to, its standard or customary
billing arrangements for this engagement.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No professional included in this engagement varies
their rate based on the geographic location of the
bankruptcy case.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Klehr Harrison has not represented the Committee in
the 12 months prepetition, consequently, there is
no billing rates and material financial terms for
the prepetition engagement, including any
adjustments during the 12 months prepetition to
disclose and Klehr Harrison's billing rates and
material financial terms have not changed
postpetition.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Committee and its counsel are currently in the
process of formulating a detailed budget that is
consistent with both the Final DIP Order and the
form of budget attached as Exhibit C-1 to the
Appendix B Guidelines, recognizing that in the
course of a large case like the Chapter 11 Cases,
it is highly likely that there may be a number of
unforeseen fees and expenses that will need to be
addressed by the Committee and its counsel.
Michael W. Yurkewicz, of counsel, of Klehr Harrison Harvey
Branzburg LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and (a) is not creditors, equity security holders or insiders
of the Debtors; (b) has not been, within two years before the date
of the filing of the Debtors' chapter 11 petition, directors,
officers or employees of the Debtors; and (c) does not have an
interest materially adverse to the interest of the estate or of any
class of creditors or equity security holders, by reason of any
direct or indirect relationship to, connection with, or interest
in, the Debtors, or for any other reason.
Klehr Harrison can be reached at:
Michael W. Yurkewicz, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 N. Market Street, Suite 1000
Wilmington, DE 19801
Tel: (302) 426-1189
About Appvion, Inc.
Appvion, Inc. -- http://www.appvion.com/-- produces thermal,
carbonless, security, inkjet, digital specialty, and colored
papers. The Company is the largest manufacturer of direct thermal
paper in North America. Headquartered in Appleton, Wisconsin,
Appvion operates coating and converting plants there and in West
Carrollton, Ohio and a pulp and paper mill in Roaring Spring,
Pennsylvania. The Company employs approximately 1,400 people and is
100% employee-owned.
On Oct. 1, 2017, Appvion, Inc. and 5 affiliated debtors each filed
a voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 17-12082). The cases are pending
before the Honorable Kevin J. Carey.
Appvion Inc. disclosed total assets of $413,430,904 and total
liabilities of $714,758,194 as of Aug. 31, 2017.
DLA Piper is serving as legal counsel to Appvion, Guggenheim
Securities LLC is serving as the Company's investment banker, and
Alan Holtz of AlixPartners is serving as the Company's Chief
Restructuring Officer. Prime Clerk LLC is the claims and noticing
agent.
Andrew Vara, acting U.S. trustee for Region 3, on Oct. 11 appointed
seven creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Appvion, Inc., and its
affiliates. The Committee hired Lowenstein Sandler LLP, as counsel,
Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel.
ARKADOS GROUP: Incurs $3.80 Million Net Loss in Aug. 31 Quarter
---------------------------------------------------------------
Arkados Group, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $3.80 million on $5.27 million of net sales for the three months
ended Aug. 31, 2017, compared to a net loss of $286,974 on $424,487
of net sales for the three months ended Aug. 31, 2016.
As of Aug. 31, 2017, Arkados had $19.17 million in total assets,
$15.32 million in total liabilities and $3.84 million in total
stockholders' equity.
As of Aug. 31, 2017, the Company had cash on hand of $827,351 and a
working capital deficiency of $3,833,633, as compared to cash on
hand of $469,845 and a working capital deficiency of $1,392,329 as
of May 31, 2017. The increase in working capital deficiency is
mainly due to an increase in accounts payable and accrued expenses,
as well an increase in short-term convertible debt balances as a
result of the amortization of debt discounts during the three
months ended Aug. 31, 2017.
The Company has accumulated losses from inception through the
period ended Aug. 31, 2017, of approximately $50 million, as well
as negative cash flows from operating activities. Presently, the
Company does not have sufficient cash resources to meet its debt
obligations in the twelve months following its fiscal year end of
May 31, 2017. The Company said these factors raise substantial
doubt about its ability to continue as a going concern.
"Management is in the process of evaluating various financing
alternatives in order to finance the capital requirements of SES,
as well as the needs of its existing Arkados subsidiary and general
and administrative expenses. These alternatives include raising
funds through public or private equity markets and either through
institutional or retail investors. Although there is no assurance
that the Company will be successful with its fund-raising
initiatives, management believes that the Company will be able to
secure the necessary financing as a result of ongoing financing
discussions with third party investors and existing shareholders."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/6XP09j
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.
ATRM HOLDINGS: Liquidity Issues Raise Going Concern Doubt
---------------------------------------------------------
ATRM Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$6.52 million on $28.16 million of net sales for the fiscal year
ended December 31, 2016, compared with a net loss of $3.34 million
on $25.63 million of net sales in 2015.
The Company's balance sheet at December 31, 2016, showed $16.78
million in total assets, $27.25 million in total liabilities, and a
total stockholders' deficit of $10.47 million.
The Company's historical operating results indicate substantial
doubt exists related to its ability to continue as a going concern.
The Company believes that the actions discussed has already
occurred or are probable of occurring, and mitigate the substantial
doubt raised by its historical operating results, as well as
satisfy the Company's estimated liquidity needs for the 12 months
from the issuance of the consolidated financial statements.
However, the Company cannot predict, with certainty, the outcome of
its actions to generate liquidity, including the availability of
additional debt financing, or whether such actions would generate
the expected liquidity as currently planned.
If the Company continues to experience operating losses, and are
not able to generate additional liquidity through the mechanisms
described above or through some combination of other actions, while
not expected, it may not be able to continue operations.
Additionally, a failure to generate additional liquidity could
negatively impact the Company's access to inventory or services
that are important to the operation of its business. In addition,
these losses could further trigger violations of covenants under
the Company's debt agreements, resulting in accelerated payment of
these loans.
There can be no assurance that the Company's existing cash
reserves, together with funds generated by its operations and any
future financing, will be sufficient to satisfy the Company's debt
payment obligations, to avoid liquidity issues and/or fund
operations beyond this fiscal year. The Company's inability to
generate funds from its operations and/or obtain financing
sufficient to satisfy its payment obligations may result in its
obligations being accelerated by its lenders, which would likely
have a material adverse effect on the Company's business, financial
condition and results of operations. Given these uncertainties,
there can be no assurance that the Company's existing cash reserves
will be sufficient to avoid liquidity issues and/or fund operations
beyond this fiscal year.
A copy of the Form 10-K is available at:
https://is.gd/mJe96o
About ATRM Holdings
ATRM Holdings, Inc., through its wholly-owned subsidiaries, KBS,
Glenbrook and EdgeBuilder, manufactures modular buildings for
commercial and residential applications. The buildings are
manufactured in two production facilities located in South Paris
and Waterford, Maine. The Company is based in Oakdale, Minnesota.
AV HOMES: Egan-Jones Cuts Sr. Unsec. Debt Ratings to B
------------------------------------------------------
Egan-Jones Ratings Company, on August 9, 2017, lowered the foreign
currency and local currency senior unsecured ratings on debt issued
by AV Homes Inc. to B from B+. EJR also lowered the Company's
commercial paper rating to B from A3.
AV Homes, Inc. engages in the homebuilding and community
development businesses in Florida, Arizona, and the Carolinas
markets.
AYTU BIOSCIENCE: Chief Financial Officer Quits
----------------------------------------------
Gregory A. Gould resigned as the chief financial officer of Aytu
BioScience, Inc. to pursue another opportunity, as disclosed in a
Form 8-K report filed with the Securities and Exchange Commission.
Mr. Gould's resignation will become effective on Nov. 15, 2017.
About Aytu BioScience
Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/--
is a commercial-stage specialty healthcare company concentrating on
developing and commercializing products with an initial focus on
urological diseases and conditions. Aytu is currently focused on
addressing significant medical needs in the areas of urological
cancers, hypogonadism, urinary tract infections, male infertility,
and sexual dysfunction.
Aytu BioScience reported a net loss of $22.50 million for the year
ended June 30, 2017, a net loss of $28.18 million for the year
ended June 30, 2016, and a net loss of $7.72 million for the year
ended June 30, 2015. As of June 30, 2017, Aytu BioScience had
$14.99 million in total assets, $10.99 million in total
liabilities, and $3.99 million in total stockholders' equity.
BAYWAY HAND: Chapter 11 Trustee Taps Century 21 as Realtor
----------------------------------------------------------
The Chapter 11 trustee for Bayway Hand Car Wash Corp. seeks
approval from the U.S. Bankruptcy Court for the District of New
Jersey to hire a realtor in connection with the sale of its New
York property.
Donald Conway proposes to employ Century 21 AMH Commercial to sell
its real property located at 4778 Broadway, New York. Proceeds
from the sale will be used to fund a Chapter 11 plan of
reorganization.
The firm will get a commission of 5% if the property fetches up to
$5 million and a 3% commission if the purchase price is more than
$5 million.
Century 21 can be reached through:
Richard Gambino
Century 21 AMH Commercial
7626 Broadway
Elmhurst, NY 11373
Phone: 718.446.1300
Mobile: 917.856.4413
About Vazquez and His Companies
Jose Louis Vazquez and four related entities, Bayway Hand Car Wash
Corp., Harlem Hand Car Wash Corp., J.V. Car Wash Ltd. and Webster
Hand Car Wash Corp., each filed a voluntary petition for
reorganization under chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Lead Case No. 13-32632) on Oct. 16, 2013. The Debtors'
bankruptcy cases are jointly administered pursuant to the
Bankruptcy Court's Order dated Nov. 16, 2013.
By order dated May 28, 2014, the Bankruptcy Court directed the
appointment of a Chapter 11 trustee for the Debtors. Donald F.
Conway serves as the Chapter 11 trustee for the Individual Debtor.
Donald V. Biase serves as the Chapter 11 trustee for the Business
Debtors.
As of the Petition Date, each of the Business Debtors owned and
operated a car wash facility at a different location in the New
York metropolitan region and Vazquez was the 100% owner of the
Business Debtors.
During the course of the bankruptcy cases, the Business Debtors
have ceased operating their car wash businesses. In August 2015,
the Business Debtors' Trustee sold the car wash operations and real
estate owned by Webster. In March 2016, the Business Debtors'
Trustee closed the car wash operated by Harlem and the Vazquez
Trustee sold the real estate owned by the Individual Debtor from
which Harlem operated.
In March 2017, the Business Debtors' Trustee closed the car wash
operated by J.V. and the Vazquez Trustee began to market for sale
the Broadway Property from which J.V. operate.
The Vazquez Trustee may be reached at:
Donald F. Conway
The Mercadien Group
3625 Quakerbridge Rd.
Hamilton, NJ 08619
Counsel for the Vazquez Trustee:
J. Alex Kress, Esq.
Becker, LLC
354 Eisenhower Parkway
Plaza II, Suite 1500
Livingston, NJ 07039
Telephone: (973) 422-1100
E-mail: akress@becker.legal
BETHEL HEALTHCARE: Sale of Remnant Assets to Oak Point for $3K OK'd
-------------------------------------------------------------------
Judge Geraldine Mund of the U.S. Bankruptcy Court for the Central
District of California authorized Bethel Healthcare, Inc. and
Corinthian Sub-Acute & Rehabilitation Center, Inc. to sell remnant
assets consisting of known and unknown assets, rights to payment,
or claims, which have not been previously sold, assigned, or
transferred, to Oak Point Partners, Inc. for $3,000.
A hearing on the Motion was held on Oct. 17, 2017 at 10:00 a.m.
The sale is free and clear of any and all liens, claims, and
encumbrances, with such liens, claims, and encumbrances to attach
to the proceeds of the Sale.
The 14-day stay under Bankruptcy Rule 6004(h) is waived.
About Bethel Healthcare
About Bethel Healthcare, Inc., doing business as West Valley
Convalescent Hospital, and Sub-Acute & Rehabilitation Center, Inc.,
filed their Chapter 11 petitions (Bankr. C.D. Cal. Case Nos.
13-12220 and 13-12221, respectively) on April 1, 2013. Bethel's
and Corinthian's bankruptcy cases are jointly administered only and
are not substantively consolidated.
The Debtors estimated assets and liabilities in the range of
$1,000,001 to $10,000,000.
The petitions were signed by Richard Brenner, chief financial
officer.
Judge Alan M. Ahart is assigned to the cases.
The Debtors tapped Hamid R. Rafatjoo, Esq., at Venable LLP, as
counsel.
BLUCORA INC: Egan-Jones Hikes Sr. Unsec. Ratings to B+
------------------------------------------------------
Egan-Jones Ratings Company, on August 9, 2017, raised the foreign
currency and local currency senior unsecured ratings on debt issued
by Blucora Inc. to B+ from B.
Blucora (formerly Infospace, Inc.) is a provider of
Internet-related services (most commonly being search engines).
BON-TON STORES: Amends $880 Million ABL Credit Facility
-------------------------------------------------------
The Bon-Ton Stores, Inc. has amended its $880 million ABL Tranche A
and Tranche A-1 credit facility, providing the Company with
immediate flexibility and substantial additional liquidity under
its current credit facility.
Nancy Walsh, Bon-Ton's executive vice president and chief financial
officer, commented, "We are pleased with this amendment which
immediately provides us with additional liquidity cushion and
strengthens our financial flexibility through the holiday season.
We appreciate the ongoing support of our bank group as our team
continues to execute key operational and financial initiatives
focused on positioning the business for both near- and long-term
profitable growth."
William Tracy, president and chief executive officer, commented,
"As we build our inventory position heading into the holiday
season, we are pleased to have increased access to capital. We
look forward to continuing to work closely with our vendor partners
to ensure we are delivering quality merchandise and an exceptional
shopping experience for our customers in our stores and online."
The Sixth Amendment amends required Excess Availability (as defined
in the Loan Agreement) from 20% to 15% of the lesser of (i)
aggregate commitments and (ii) aggregate borrowing base through
Dec. 2, 2017. After Dec. 2, 2017, the required Excess Availability
will be the greater of (i) 20% of the lesser of (x) the aggregate
commitments and (y) the aggregate borrowing base and (ii) $132.5
million. Also, from and after the closing of the Sixth Amendment
through and including Dec. 2, 2017, Excess Availability, as of any
date of determination, will be determined on the basis of the
Tranche A Borrowing Base (as defined in the Loan Agreement) and not
the lower of the Tranche A Commitments and the Tranche A Borrowing
Base. In addition, the definition of Tranche A Borrowing Base has
been amended to lower the limit on the Tranche A Real Estate
Availability Amount (as defined in the Loan Agreement) that may be
included in the Tranche A Borrowing Base to 12.5% from 20%.
The amendment is subject to certain terms and conditions. The
Company has retained AlixPartners LLP and PJT Partners Inc. who
will continue to provide operational and financial advisory
services.
About The Bon-Ton Stores
With corporate headquarters in York, Pennsylvania and Milwaukee,
Wisconsin, The Bon-Ton Stores, Inc. -- http://www.bonton.com/--
operates 260 stores, which includes nine furniture galleries and
four clearance centers, in 24 states in the Northeast, Midwest and
upper Great Plains under the Bon-Ton, Bergner's, Boston Store,
Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The
stores offer a broad assortment of national and private brand
fashion apparel and accessories for women, men and children, as
well as cosmetics and home furnishings. The Bon-Ton Stores, Inc.
is an active and positive participant in the communities it
serves.
Bon-Ton Stores reported a net loss of $63.41 million for the year
ended Jan. 28, 2017, a net loss of $57.05 million for the fiscal
year ended Jan. 30, 2016, and a net loss of $6.97 million for the
year ended Jan. 31, 2015. As of July 29, 2017, Bon-Ton Stores had
$1.38 billion in total assets, $1.49 billion in total liabilities
and a total shareholders' deficit of $110.93 million.
The Company is party to legal proceedings and claims that arise
during the ordinary course of business. In the opinion of
management, the ultimate outcome of any such litigation and claims
will not have a material adverse effect on the Company's financial
position, results of operations or liquidity.
* * *
In December 2015, Moody's Investors Service downgraded Bon-Ton
Stores' Corporate Family Rating to 'Caa1' from 'B3'. The company's
Speculative Grade Liquidity rating was affirmed at SGL-2. The
rating outlook is stable. The downgrade considers the continuing
and persistent negative pressure on Bon-Ton's revenue and EBITDA
margins which has been accelerating during the course of fiscal
2015.
Also in December 2015, Standard & Poor's Ratings Services lowered
its corporate credit rating on Bon-Ton Stores to 'CCC+' from 'B-'.
"The downgrade reflects both Bon-Ton's weakening performance and
our forecast for an unsustainable capital structure and less than
adequate liquidity."
BRAND INDUSTRIAL: S&P Alters Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Kennesaw, Ga.-based Brand
Industrial Services Inc. (Brand) to negative from stable and
affirmed its 'B' corporate credit rating on the company.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's senior secured credit facility, which comprises a
$500 million revolving credit facility due 2022 and a $2.825
billion term loan due 2024. The '3' recovery rating remains
unchanged, indicating our expectation for meaningful recovery
(50%-70%; rounded estimate: 50%) for lenders in the event of a
payment default.
"Additionally, we affirmed our 'CCC+' issue-level rating on Brand's
upsized senior unsecured notes due 2025. The '6' recovery rating
remains unchanged, indicating our expectation for negligible
recovery (0%-10%; rounded estimate: 5%) for noteholders in the
event of a payment default."
The affirmation follows Brand's announcement that it is planning to
issue a $300 million add-on to its senior unsecured notes due 2025.
The company plans to use the proceeds from the transaction to repay
the outstanding balance on its revolver, a portion of the balance
on its accounts receivable financing facility, and for general
corporate purposes, including potential acquisitions. Some of the
outstanding balance on the company's revolving credit facility
relates to the borrowings Brand used to finance the two recent
bolt-on acquisitions, completed following its transformative
acquisition of Safway Group in June 2017.
S&P said, "The negative outlook on Brand reflects our belief that
the company's credit measures will improve more slowly than we had
previously anticipated. Although we expect the company to post
strong results in 2018 while continuing to increase its revenue
over the forecast period, we anticipate that its pro forma
debt-to-EBITDA will be elevated in 2017 and remain above 6.0x in
2018.
"We could lower our ratings on Brand over the next 12 months if it
appears likely that the company's FOCF will turn negative for a
sustained period due to weaker earnings and higher-than-expected
working capital investments, for example. Alternatively, we could
lower our ratings on the company if its debt leverage remains above
6.5x for a sustained period.
"We could revise our outlook on Brand to stable over the next 12
months if we believe that the company is on track to reduce its
debt leverage toward 6.0x and we expect it to remain there on a
sustained basis. This could occur if the company maintains EBITDA
margins in the low-double digit percent area, continues to generate
positive free cash flow, and maintains a FOCF-to-adjusted debt
ratio in the low-single digit percent area."
BROCK HOLDINGS II: S&P Cuts CCR to CCC- on Debt Restructuring Risk
------------------------------------------------------------------
S&P Global Ratings downgraded Houston-based industrial specialty
services provider Brock Holdings II Inc. (BHII) and its wholly
owned subsidiary Brock Holdings III Inc. (Brock) to 'CCC-' from
'CCC+'. The outlooks are negative.
S&P said, "At the same time, we lowered our issue-level rating on
Brock's $190 million second-lien term loan to 'C' from 'CCC-'. The
'6' recovery rating remains unchanged, indicating our expectation
for negligible (0%-10%; rounded estimate: 0%) recovery in the event
of a payment default.
"The downgrade reflects our belief that a default, distressed
exchange, or redemption is inevitable in the next six months given
the company's looming debt maturities, weak liquidity, and soft
operating performance. Furthermore, we believe that Brock's parent,
BHII, would not honor its guarantee on the company's existing debt
if needed. We view Brock's liquidity as weak given the refinancing
risk associated with the upcoming maturity of its $190 million
second-lien term loan due March 16, 2018. If this debt is not
refinanced at least 120 days prior to its stated maturity, a
springing maturity date will be triggered on the company's revolver
and first-lien term loan, accelerating their maturity dates to Nov.
16, 2017.
"The negative outlook on Brock reflects the increasing likelihood
that a default, distressed exchange, or redemption will be
inevitable in the next six months given the company's looming and
sizeable debt maturities. If the company chooses to undertake such
a restructuring, we would view it as equivalent to a default.
"We could lower our ratings on Brock if the company engages in a
distressed exchange or similar offering.
"We view any upside scenario as remote in the next 12 months."
BURTONSVILLE CROSSING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Burtonsville Crossing, LLC
PO Box 310
Ashton, MD 20861-0310
About the Debtor: Burtonsville Crossing, LLC is a privately held
company in Laurel, Maryland with its principal
place of business located at 15623 Riding
Stable Road, Laurel, MD 20707. It is a small
business debtor as defined in 11 U.S.C. Section
101(51D).
Case No.: 17-24323
Chapter 11 Petition Date: October 26, 2017
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Thomas J. Catliota
Debtor's Counsel: A. Donald C Discepolo, Esq.
DISCEPOLO LLP
8850 Columbia 100 Parkway, Suite 310
Columbia, MD 21045
Tel: 410-296-0780
E-mail: don@discepolollp.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Thomas Norris, president.
The Debtor did not file a list of 20 largest unsecured creditors
together with the petition. A full-text copy of the petition is
available for free at:
http://bankrupt.com/misc/mdb17-24323.pdf
C&C ALCOSER: Taps Fernandez & Fernandez as Accountant
-----------------------------------------------------
C&C Alcoser Trucking Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Fernandez &
Fernandez, Certified Public Accountants, LLC as its accountant.
The firm will assist the Debtor in the preparation of its monthly
operating reports, financial reports and tax returns.
Fernandez will be paid at the rate of $1,350 per quarter for the
financial reports and tax returns, with an additional $50 per month
as long as the monthly operating reports are required ($500 per
month).
Javier Fernandez, an accountant employed with the firm, disclosed
in a court filing that he has no connections with the Debtor or any
of its creditors.
The firm can be reached through:
Javier Fernandez
Fernandez & Fernandez
Certified Public Accountants LLC
223 W. Rhapsody
San Antonio, TX 78216
Phone: +1 210-492-1627
About C&C Alcoser Trucking
C&C Alcoser Trucking, Inc., filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 17-52008) on Aug. 28, 2017. The petition was
signed by Cristoval Alcoser, president. The Debtor is represented
by Johnny W. Thomas, Esq. at Johnny W. Thomas, Law Offices
CALVARY COMMUNITY: Intends to File Chapter 11 Plan by November 24
-----------------------------------------------------------------
Calvary Community Assembly of God, Inc. asks the U.S. Bankruptcy
Court for the District of Nevada to extend the exclusive period
during which only the Debtor may file a plan of reorganization
until November 24, 2017, as well as the time which the Debtor
maintains such "plan exclusivity" until January 23, 2018, in the
event the Debtor files a Plan by November 24.
The primary creditor in the Debtor's bankruptcy case is AG
Financial, which is currently scheduling examinations of the
bookkeeper/accountant of the Debtor.
The Debtor claims that its goal in this proceeding is to develop a
plan of reorganization that is complete and addresses all creditors
in a manner that is intended to have broad creditor support. The
Debtor contends that it has already partially drafted its Plan, but
the Debtor needs to amend said Plan in order to take into account
the current situation of Debtor since the filing of the Petition.
The Debtor tells the Court that the likelihood of a successful
reorganization in this case is demonstrated by the Debtor's
relatively healthy financial condition and its good faith progress
in working with its creditors regarding its reorganization plan.
The Debtor admits, however, that it fell behind its main obligation
on the mortgage.
The Debtor contends that it is working toward a resolution with its
secured creditor to agree to the sale of a vacate portion of the
secured property in order to bring the arrears current and to
establish a healthy financial condition moving forward. The Debtor
avers that it has also shown efforts to place itself in a better
financial position by eliminating many staff positions and reducing
benefits received by staff members.
As such, the Debtor asserts that the requested extension will
protect the plan process while the plan efforts are concluded
expeditiously.
A hearing to consider the Debtor's Motion to Extend Exclusivity
Period will take place on November 29, 2017 at 9:30 a.m.
About Calvary Community Assembly of God, Inc.
Calvary Community Assembly of God -- http://www.ccalv.org/-- is a
Pentecostal Church in Las Vegas Nevada. This Assemblies of God
church serves Clark County NV - Pastor Bruce A Morris. Calvary
Community Church is located on an 11-acre campus at 2900 N. Torrey
Pines Drive, just a few blocks off the I-95 freeway. In September
2004, Pastor Bruce and Donita Morris began their time serving
Calvary.
Calvary Community Assembly of God, Inc., based in Las Vegas, NV,
filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13475) on
June 28, 2017. Angela J. Lizada, Esq., at Lizada Law Firm Ltd.,
serves as bankruptcy counsel.
In its petition, the Debtor estimated $11.04 million in assets and
$3.53 million in liabilities. The petition was signed by Bruce A.
Morris, its pastor.
CAMBER ENERGY: DBS Investments Has 2.5% Stake as of March 1
-----------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, DBS Investments, Ltd., DBS Management, LLC and Mr.
Donnie B. Seay reported that as of March 1, 2017, they beneficially
own 1,247,912 shares of common stock, par value $0.001 per share,
of Camber Energy, Inc., constituting 2.5 percent of the shares
outstanding. DBS is a Texas limited partnership. DBS LLC is a
Texas limited liability company. Mr. Donnie B. Seay is the manager
of DBS LLC and is a U.S. citizen. A full-text copy of the
regulatory filing is available for free at:
https://is.gd/28EI8O
About Camber Energy, Inc.
Based in San Antonio, Texas, Camber Energy (NYSE American: CEI) --
http://www.camber.energy.com/-- is a growth-oriented, independent
oil and gas company engaged in the development of crude oil,
natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to anticipated project development in
the San Andres formation in the Permian Basin.
Lucas Energy changed its name to Camber Energy, Inc., effective
Jan. 5, 2017, to more accurately reflect the Company's strategic
shift from its Austin Chalk and Eagleford roots to an expanding
addition of shallow oil and gas reserves with longer-lived,
lower-risk production profiles.
Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016.
As of March 31, 2017, Camber Energy had $39.85 million in total
assets, $50.42 million in total liabilities and a total
stockholders' deficit of $10.56 million.
GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas,
issued a "going concern" opinion on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has incurred significant losses from operations and had a
working capital deficit at March 31, 2017. These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
CAROL ROSE: Taps Kelly Hart as Special Counsel
----------------------------------------------
Carol Rose, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas to hire Kelly Hart & Hallman
LLP/Kelly Hart & Pitre as its special counsel.
The firm will represent the Debtor in three separate cases filed in
the 235th Judicial District Court, Cooke County, Texas; and in the
Second District Court of Appeals, Fort Worth, Texas (Cause Nos.
13-00535, 15-00481 and 02-17-00215).
The attorneys expected to represent the Debtor and their hourly
rates are:
Hugh G. Connor II $495
Michael Anderson $405
Brian Garrett $320
Caleb Bulls $265
Ryan Roper $235
The hourly fees for paralegal services range from $205 to $225.
Kelly Hart received a retainer in the amount of $24,226.16, and
additional compensation in the amount of $113,314.67 related to the
state court actions prior to the petition date.
Louis Phillips, Esq., disclosed in a court filing that the firm
does not hold or represent any interest adverse to the Debtor.
The firm can be reached through:
Louis M. Phillips, Esq.
Kelly Hart & Hallman LLP/Kelly Hart & Pitre
One American Place
301 Main Street, Suite 1600
Baton Rouge, LA 70801-1916
Phone: (225) 381-9643
Fax: (225) 336-9763
About Carol Rose Inc.
Carol Rose, Inc. -- http://carolrose.com/-- owns a horse breeding
facility in Gainesville, Texas. It provides on-site breeding,
cooled semen, embryo transfer, mare care and maintenance and
foaling services. It is owned by Carol Rose, a National Reined Cow
Horse Association (NRCHA) and National Reining Horse Association
(NRHA) breeder.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Texas Case No. 17-42058) on September 19, 2017.
Ms. Rose signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of $10 million to $50 million and liabilities of
less than $500,000.
Judge Brenda T. Rhoades presides over the case. Gardere Wynne
Sewell LLP is the Debtor's bankruptcy counsel.
CASHMAN EQUIPMENT: Sale of Mortgaged & Unencumbered Vessels Okayed
------------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Cashman Equipment Corp.'s sale
of mortgaged and unemcumbered vessels free and clear of liens in
the ordinary course of business, and its proposed distribution of
sale proceeds.
A list of (i) all vessels of any Debtor that are subject to a
mortgage in favor of any Lender as of the Petition Date
("Vessels"); (ii) certain items of equipment subject to Lender
security interests as of the Petition Date ("Mortgaged Vessels");
(iii) the First Lien Lender on the Mortgaged Vessels; (iv) the
Second Lien Lender on the Mortgaged Vessels; and (v) all
Unencumbered Vessels, attached to the Order is available for free
at:
Held by the Court under seal as Exhibit B is a list, with respect
to each Mortgaged Vessel and Unencumbered Vessel, showing, as
agreed among the Debtors, the Lenders and the Creditors' Committee
solely for purposes of the Order: (i) the agreed upon orderly
liquidation value of each such vessel ("OLV"), and (ii) the agreed
upon amount of gross sale proceeds payable at closing constituting
the agreed minimum disposition price of each such vessel ("MDP").
The relief granted in the Order will terminate on the earlier to
occur of: (i) Jan. 15, 2018, (ii) such earlier date (if any) on
which the Debtors are in default under the Order or the New Cash
Collateral Order, and any applicable cure period therein has
passed, or (iii) with respect to Mortgaged Vessels or Unencumbered
Vessels, the occurrence of sales equaling the caps set forth in the
Order.
Provided that no stay of the Order has been entered by a court of
competent jurisdiction, the Debtor is authorized, immediately upon
the entry of the Order and subject to its terms to: (i) sell
Mortgaged Vessels and Unencumbered Vessels without further notice
or a hearing except as provided by the order, free and clear of
liens, claims and interests, (ii) pay the Closing Costs associated
with such sales, and (iii) distribute the Net Proceeds of such
sales in accordance with the terms of the Order.
The Debtors' authority to sell (i) Mortgaged Vessels is limited to
sales of such vessels for, in the aggregate, gross purchase prices
not exceeding $25,000,000, unless, after such cap has been reached
or would otherwise be reached pursuant to sale of a particular
Mortgaged Vessel, such sale is agreed to between the Debtors and
the Lien Lender(s) asserting liens on such vessel upon three
business days' notice to the Creditors' Committee; and (ii)
Unencumbered Vessels pursuant to the Order is limited to sales of
such vessels for, in the aggregate, gross purchase prices not
exceeding $10,000,000.
Notwithstanding anything to the contrary provided for in the Order,
no sale of any Mortgaged Vessel or Unencumbered Vessel may occur at
any time if, after giving pro forma effect to such sale and to the
creation of any Retained Proceeds Claims in connection with such
sale, the ratio of the aggregate OLVs for all Unencumbered Vessels
still owned by the Debtors and that are subject to the New Vessel
Mortgages to the aggregate amount of all Retained Proceeds Claims
would be less than 2 to 1.
The sale of any Mortgaged Vessel for less than MDP may be
effectuated under the Order with the prior written consent of the
First Lien Lender on such Mortgaged Vessel upon three business
days' notice to the Creditors' Committee. The sale of any
Unencumbered Vessel for less than MDP may be effectuated under the
Order only with the prior written consent of the Collateral Agent
and the Creditors' Committee.
The consideration paid in connection with the sale of any Mortgaged
Vessel or Unencumbered Vessel pursuant to the Order, including, in
the case of a Purchase Option Charter, the price paid to purchase
the vessel if the applicable option to purchase is exercised, will
consist solely of cash or immediately available funds.
Any sale (including any sale pursuant to any Purchase Option
Charter) consisting of either (i) the sale of two or more vessels
constituting Mortgaged Vessels and/or Unencumbered Vessels, or (ii)
the sale of one or more items of equipment constituting Mortgaged
Vessels, together with any one or more vessel(s) constituting
Mortgaged Vessel(s) or Unencumbered Vessel(s), must be made for not
less than the aggregate amount of the MDPs for all such items(s) of
equipment and such vessel(s), unless the applicable Lien Lenders
and, in the case of an Unencumbered Vessel, the Creditors'
Committee have given their prior written consent to such sale.
In the case of any such sale described (including any such sale
pursuant to any Purchase Charter Option), the Sale Notice provided
by the Debtors will set forth an allocation of the aggregate gross
purchase price payable upon the closing of such sale among all
subject vessel(s), subject item(s) of equipment, and any material
charters or leases, which will allocate such price among all such
vessels and items of equipment in proportion to their respective
MDPs (or such lesser price to which the applicable Lien Lenders
have consented), allocating value to any material charters and
leases to the extent ascertainable. The Allocation will provide
for each Lien Lender to be allocated a share of the aggregate gross
purchase price and corresponding Retained Proceeds Claim not less
than what each Lien Lender would be entitled to if each of its
subject vessel(s) or subject item(s) of equipment were sold at MDP
(or such lesser price to which such Lien Lender has agreed for such
vessel or item to be sold).
The Debtors may enter into and sell vessels and equipment
constituting Mortgaged Vessel(s) and/or Unencumbered Vessel(s)
pursuant to charter agreements that provide the lessee with an
option to purchase the leased vessel and/or equipment provided
that: (i) the purchase price payable in cash/immediately available
funds upon exercise of such option and sale, over and above any
credit for any lease payment(s) paid to the Debtors under the
Purchase Option Charter prior to the sale closing, is not less than
the aggregate MDP for the vessel and, if applicable, items of
equipment subject to such Purchase Option Charter; and (ii) the
purchase option must solely be exercisable on or before six months
from the commencement date of the Purchase Option Charter.
In the event of any sale of any Mortgaged Vessel(s) and/or
Unencumbered Vessel(s) pursuant to an exercise of a purchase option
in a Purchase Option Charter: (i) the amount of the Retained
Proceeds will be reduced by the aggregate amount of any and all
lease payments received by the Debtors under the Purchase Option
Charter prior to the sale closing; and (ii) upon distribution to
the Lien Lender of the Net Proceeds to which such Lien Lender is
entitled pursuant to the Order, the Retained Proceeds Lien will be
substituted for any replacement lien granted or to be granted under
any cash collateral order entered by the Court, to the Lien Lender
in respect of its interest in the vessel and/or equipment sold and
any lease payments under the Purchase Option Charter.
Prior to any proposed closing on any sale (including through
exercise of the option to purchase under a Purchase Option Charter)
and upon entering into a Purchase Option Charter, the Debtors will
provide: (i) to the Notice Parties the Sale Notice, and (ii) solely
to Lien Lenders as to such vessel, the Release Documentation.
Any Lien Lender may object to the proposed sale or Purchase Option
Charter of the Lien Lender's collateral by giving written notice to
the Notice Parties within five business days of service of the Sale
Notice.
Except for sales pursuant to the exercise of purchase options under
Purchase Option Charters, a sale closing must occur within 20
business days after the Sale Notice. For sales pursuant to the
exercise of purchase options under Purchase Option Charters, the
sale closing must occur within 20 business days after the exercise
of the purchase option.
Prior to the Termination Date, at the closing of a sale of a
Mortgaged Vessel and/or Unencumbered Vessel, the Debtors will
distribute Net Proceeds of such sale to the First Lien Lender,
Second Lien Lender, Collateral Agent or Insurer, as applicable, as
follows:
a. Mortgaged Vessel: In the case of a Mortgaged Vessel, the
lesser of (i) the Lender Claim(s) secured by the vessel that is
the subject of the sale, or (ii) 85% of Net Proceeds not exceeding
OLV, plus 50% of any Net Proceeds in excess of OLV.
i. Where clause 18(a)(i) is applicable, the Debtors will
retain the balance of the Net Proceeds after payment of the amount
in clause 18(a)(i) free and clear of liens, claims, encumbrances
and interests subject to the following claims in the following
order of priority: (1) the Other Closing Items, (2) the Insurer
Lien Claim secured by the Mortgaged Vessel in question, if any, (3)
the claims set forth, and in the priority set forth in the New Cash
Collateral Order, (4) in the priority specified by applicable
non-bankruptcy law, any claim by the Insurers for premiums due for
calendar year 2017 for the vessel that is the subject of the sale,
and any claims secured by liens junior to the Additional Adequate
Protection Lien on such vessel.
ii. Where clause 18(a)(ii) is applicable, the Debtors
will retain the Retained Proceeds free and clear of liens, claims,
encumbrances and interests of the Lien Lenders, but subject to the
following claims in the following order of priority: (1) the Other
Closing Items, (2) any past-due Agent Claims, and (3) in the
priority specified by applicable non-bankruptcy law, any claim by
the Insurers for premiums due for calendar year 2017 for the vessel
that is the subject of the sale, and any claims secured by liens
junior to the Additional Adequate Protection Lien on such vessel.
b. Unencumbered Vessel: In the case of an Unencumbered Vessel,
the lesser of (i) the outstanding amount of any Agent Claims,
Retained Proceeds Vessels Advances and Retained Proceeds Claims, or
(ii) 85% of Net Proceeds not exceeding OLV, plus 50% of any Net
Proceeds in excess of OLV.
i. Where clause 18(b)(i) is applicable, the Debtors will
retain the balance of the Net Proceeds after payment of the amount
in clause 18(b)(i) free and clear of liens, claims, encumbrances
and interests of the Lien Lenders, but subject to the following
claims in the following order of priority: (1) the Other Closing
Items, and (2) in the priority specified by applicable
non-bankruptcy
law, any claim by the Insurers for premiums due for calendar year
2017 for the vessel that is the subject of the sale, and any claims
secured by liens junior to the Additional Adequate Protection Lien
on such vessel.
ii. Where clause 18(b)(ii) is applicable, the Debtors
will retain the Retained Proceeds free and clear of liens, claims,
encumbrances and interests of the Lien Lenders, but subject to the
following claims in the following order of priority: (1) the Other
Closing Items, (2) any past-due Agent Claims and any Retained
Proceeds Vessels Advances, and (3) in the priority specified by
applicable non-bankruptcy law, any claim by the Insurers for
premiums due for calendar year 2017 for the vessel that is the
subject of the sale, and any claims secured by liens junior to the
Additional Adequate Protection Lien on such vessel.
The division of the Net Proceeds from and after the Termination
Date will be:
a. Mortgaged Vessel: Except as otherwise ordered by the Court,
the proceeds from sale of a Mortgaged Vessel will be distributed at
the closing, in immediately available funds, as follows and in the
following order of priority: (i) first, to pay or, in the event of
a dispute, reserve for Closing Costs and Other Closing Items; (ii)
second, to remit to the First Lien Lender the lesser of (1) the
outstanding amount of its Lender Claim, or (2) all remaining Net
Proceeds; (iii) third, to remit to the Second Lien Lender the
lesser of (1) the outstanding amount of its Lender Claim, or (2)
all remaining Net Proceeds; (iv) fourth, to pay the Insurer Lien
Claim secured by such Mortgaged Vessel; (v) fifth, to the
Collateral Agent, to pay or reserve for the claims set forth, and
in the priority set forth in the New Cash Collateral Order; and
(vi) sixth, to the Debtors, subject to (1) in the priority
specified by applicable non-bankruptcy law, any claim by the
Insurers for premiums due for calendar year 2017 for the vessel
that is the subject of the sale, and any claims secured by liens
junior to the Additional Adequate Protection Lien on such vessel,
and (2) the terms of the New Cash Collateral Order or, as
applicable, any subsequent such order.
b. Unencumbered Vessel: Except as otherwise ordered by the
Court, the proceeds from sale of an Unencumbered Vessel will be
distributed at the closing, in immediately available funds, as
follows and in the following order of priority: (i) first, to pay
or, in the event of a dispute, reserve for Closing Costs and Other
Closing Items; (ii) second, to pay the Insurer Lien Claim secured
by such Unencumbered Vessel; (iii) third, to the Collateral Agent,
to pay or reserve for any outstanding Agent Claims and Retained
Proceeds Vessels Advances, as provided in the Intercreditor
Agreement; (iv) fourth, to the Collateral Agent, in payment of
Retained Proceeds Claims, the lesser of (1) the outstanding amount
of all Retained Proceeds Claims, or (2) all remaining Net
Proceeds;
and (v) fifth, to the Debtors, subject to (1) in the priority
specified by applicable non-bankruptcy law, any claim by the
Insurers for premiums due for calendar year 2017 for the vessel
that is the subject of the sale, and any claims secured by liens
junior to the Additional Adequate Protection Lien on such vessel,
and (2) the terms of the New Cash Collateral Order or, as
applicable, any subsequent such order.
Without limiting the validity or perfection of the Retained
Proceeds Judicial Lien, the Debtors will execute a preferred fleet
or vessel mortgage on each of the Unencumbered Vessels, which
mortgages will be a first priority lien, subject only to Priority
Maritime Liens and pari passu with the Retained Proceeds Judicial
Lien. The Debtors are authorized to execute the New Vessel
Mortgages.
Notwithstanding any other provision of the Order, during the term
of the order the Debtors may sell: (i) Mortgaged Vessels by an
order of the Court, pursuant to Bankruptcy Code Sections 363(b) and
(f), with the Lenders having all protections of the Bankruptcy
Code, including Section 363(k), and provided that such order is not
subject to a stay pending appeal, and (ii) Unencumbered Vessels by
an order of the Court, pursuant to Bankruptcy Code Sections 363(b)
and/or (c), and Bankruptcy Code Sections 363(f), provided that all
then outstanding Retained Proceeds Claims, if any, will be paid
from the sale proceeds at the closing.
To the extent that MARAD agrees to become bound to a notice-based
sale process for its mortgaged/liened vessels and equipment with
the Debtors after the entry of the Agreed Orders, such agreement
must be on substantially the same terms as set forth in the Agreed
Orders and in the Related Documents in respect of the Lien
Lenders.
If the Miss Nora (Vanuatu No. 2332), a Mortgaged Vessel subject to
a first priority lien in favor of B of A, is not sold by the
Debtors prior to Jan. 15, 2018, then at the Debtors' expense the
Debtors will relocate the Miss Nora's off charter fleeting location
to Malaysia (or to any other location that is mutually agreeable to
the Debtors and B of A) no later than Feb. 1, 2018.
The Debtors are authorized to pay the Closing Costs associated
with, and to distribute in accordance with the terms of the Order
the Net Proceeds of, the sales approved by the Order Authorizing
Pending Sales.
The provisions of Federal Rule of Bankruptcy Procedure 6004(h) and
6006(d) staying the effectiveness of the Order are waived, and the
Order will be effective and enforceable upon being entered on the
docket of the Court.
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017.
The petitions were signed by James M. Cashman, the Debtors'
president. Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million.
Judge Melvin S. Hoffman presides over the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.
CATHEDRAL HILL: Taps Patrick Shaughnessy as Accountant
------------------------------------------------------
Cathedral Hill Hospitality Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Minnesota to hire an
accountant.
The Debtor proposes to employ Patrick Shaughnessy, a certified
public accountant, to prepare its corporate tax returns, financial
reports and projections needed to prepare its bankruptcy plan.
Mr. Shaughnessy will charge an hourly fee of $125 for his
services.
In a court filing, Mr. Shaughnessy disclosed that he does not hold
or represent any interest adverse to the Debtor.
Mr. Shaughnessy's office address is:
Patrick J. Shaughnessy
5101 Olsen Memorial Highway, Suite 5000
Minneapolis, MN 55422
About Cathedral Hill Hospitality
Cathedral Hill Hospitality Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-32895) on Sept.
12, 2017, estimating assets and liabilities of less than $500,000.
Judge William J. Fisher presides over the case. Thomas J. Flynn,
Esq., at Larkin Hoffman Daly & Lindgren Ltd., serves as the
Debtor's bankruptcy counsel.
CENTRAL GARDEN: S&P Alters Outlook to Positive & Affirms 'BB-' CCR
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Walnut Creek, Calif.-based Central Garden & Pet Co. (Central) and
revised the outlook to positive from stable.
S&P also affirmed its 'BB-' rating on the company's $400 million
senior unsecured notes due 2023 and revised the recovery rating to
'3', indicating creditors could expect meaningful (50% to 70%;
rounded estimate 55%) recovery in the event of a payment default,
from '4'.
Total debt outstanding as of June 24, 2017, was about $435.5
million.
S&P said, "The outlook revision to positive from stable reflects
the potential for a higher rating over the next year if Central is
able to further strengthen EBITDA and diversify its business, which
it could do by integrating acquisitions while sustaining adjusted
debt to EBITDA at or below the mid-3x area. While we expect Central
to pursue further acquisitions, we expect these acquisitions to
strengthen Central's supply chain and drive operating efficiencies,
particularly in the pet supplies segment. This could reduce the
amount of business in the garden segment, which is subject to
seasonality and extreme weather conditions.
"The positive outlook reflects our expectation that Central will
reach credit measures consistent with its stated target range while
strengthening its business mix and growing EBITDA by making
acquisitions and continuing to invest in the business. We
anticipate over the next year that adjusted leverage will increase
to between 3.0x-3.5x primarily from debt-financed acquisitions,
consistent with management's financial policy target.
"We could raise the ratings if Central is able to maintain good
performance in its existing businesses while effectively
integrating bolt-on acquisitions and sustaining adjusted debt to
EBITDA at or below the mid-3x area. A higher rating would also be
predicated on a stronger business, most likely due to greater
business diversity and better economies of scale.
"We could revise the outlook to stable if we expect the company to
sustain adjusted leverage near 4x. This could occur if large
retailers demand price concessions from Central, potentially in
response to weak store traffic and declining consumer spending; if
input costs increase meaningfully; if competition escalates; or if
extreme weather conditions hurt demand during the garden segment's
short selling season. We could also revise the outlook to stable if
financial policy becomes more aggressive, including a greater
appetite for larger acquisitions compared to our current
expectation for more modest bolt-on acquisitions."
CENTRAL LAUNDRY: Taps Tenaglia & Hunt as Special Counsel
--------------------------------------------------------
Central Laundry, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to hire Tenaglia & Hunt,
P.A. as its special counsel.
The firm will assist the Debtor in collecting outstanding
receivables, and will be paid a contingency fee of 25% of the
amount recovered pre-litigation and 33% of the amount recovered
after litigation.
John Tenaglia, Esq., the attorney who will be providing the
services, disclosed in a court filing that he does not represent
any interest adverse to the Debtor or its estate.
The firm can be reached through:
John Tenaglia, Esq.
Tenaglia & Hunt, P.A.
395 West Passaic Street, Suite 205
Rochelle Park, NJ 07662
Phone: (201) 820-6001
TTY (201) 820-6011
Fax: (201) 226-0795
About Central Laundry Inc.
Central Laundry, Inc., which does business under the name Olympic
Linen, operates a commercial laundry and linen service for the
restaurant and hospitality industry. Its headquarters is located
at 615 Industrial Park Drive, Lansdowne, Pennsylvania.
Central Laundry previously filed for Chapter 11 protection (Bankr.
E.D. Pa. Case No. 16-10666) on Feb. 1, 2016, estimating its assets
and liabilities of less than $50,000. Paul J. Winterhalter, Esq.,
at the Law Offices Of Paul J. Winterhalter, P.C., served as the
Debtor's bankruptcy counsel in the 2016 case.
Central Laundry, Inc. and its New Jersey-based affiliate Bellmawr
Laundry LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case Nos. 17-13172 and 17-13189) on May 3,
2017. The petitions were signed by George Rengepes, president and
member.
At the time of the filing, each of the Debtors estimated their
assets and debts at $1 million to $10 million.
The cases are assigned to Judge Eric L. Frank.
The Debtors tapped Maschmeyer Karalis P.C. as legal counsel, and
Asterion Inc. as financial advisor.
CENTURYLINK INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB
----------------------------------------------------------
Egan-Jones Ratings Company, on August 11, 2017, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by CenturyLink Inc. to BB from BB-.
CenturyLink, Inc. is an American telecommunications company,
headquartered in Monroe, Louisiana, that provides communications
and data services to residential, business, governmental, and
wholesale customers in 37 states.
CHESTER MARINA: Hires Klein & Associates as Counsel
---------------------------------------------------
Chester Marina, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Maryland to employ Klein & Associates, LLC, as
counsel to the Debtor.
Chester Marina requires Klein & Associates to provide legal
services and represent the Debtor in the Chapter 11 bankruptcy
case.
Klein & Associates will be paid at the hourly rate of $325. The
firm will be paid the amount of $9,217 for filing fee, pre-petition
legal services connection with the preparation and filing of the
case, and the remaining portion as a retainer for anticipated
post-petition legal services and expenses.
Klein & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Diana L. Klein, partner of Klein & Associates, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Klein & Associates can be reached at:
Diana L. Klein, Esq.
KLEIN & ASSOCIATES, LLC
2450 Riva Road, Suite 200
Annapolis, MD 21401
Tel: (443) 569-4574
E-mail: diana@klein-lawfirm.com
About Chester Marina, LLC
Chester Marina LLC is a privately held company in Bethany Beach,
Delaware, engaged in the real estate business. The Company owns a
real property located at 319 Chester Avenue, Annapolis, MD 21403,
valued by the Company at $1.80 million.
Chester Marina, LLC, filed a Chapter 11 petition (Bankr. D. Md.
Case No. 17-24160) on October 24, 2017. The Hon. David E. Rice
presides over the case. Diana L. Klein, Esq., at Klein &
Associates, LLC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1.80 million in assets and
$1.76 million in liabilities. The petition was signed by Michael
Daniels, managing member.
CIRCLE MEDIA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
S3 Digital Corp. 17-81540
dba S3
dba S3 Digital
dba S3 Corp.
20965 Corral Road
Elkhorn, NE 68022
Circle Media, Inc. 17-81541
dba Circle Media
3925 West Braker Lane
Austin, TX 78759
Type of Business: Circle Media, Inc. provides data management
software and solutions for the sports and
entertainment industries. It offers data
analysis and management system for aggregating
and managing fan information for conferences,
teams, media, and brands. Its proprietary
Fan.Dex Data Management Solution (Fan.Dex DMS)
provides its partners with a complete set of
tools that integrate first and third party data
and provides users with a simple interface
designed to help them make smarter marketing
decisions. Circle Media is 100% owned by S3
Digital Corp. The company was founded in
2012 and is based in Austin, Texas.
Chapter 11 Petition Date: October 27, 2017
Court: United States Bankruptcy Court
District of Nebraska (Omaha Office)
Judge: Hon. Thomas L. Saladino
Debtors' Counsel: Brian J. Koenig, Esq.
KOLEY JESSEN, P.C., L.L.O
1125 S. 103rd St., Suite 800
Omaha, NE 68124
Tel: (402) 343-3883
Fax: (402) 390-9005
E-mail: brian.koenig@koleyjessen.com
Total Total
Assets Liabilities
--------- -----------
S3 Digital Corp. $11 $5,673,353
Circle Media, Inc. $510,011 $4,618,978
The petitions were signed by Joseph Casey, CEO.
A full-text copy of S3 Digital Corp.'s petition, along with a list
of 20 largest unsecured creditors, is available for free at
http://bankrupt.com/misc/neb17-81540.pdf
A full-text copy of Circle Media, Inc.'s petition, along with a
list of 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/neb17-81541.pdf
CLIFFS NATURAL: Egan-Jones Hikes Sr. Unsec. Ratings to B-
---------------------------------------------------------
Egan-Jones Ratings Company, on August 8, 2017, raised the foreign
currency and local currency senior unsecured ratings on debt issued
by Cliffs Natural Resources Inc. to B- from CCC+.
Cliffs Natural Resources Inc. is a mining and natural resources
company. The Company is a supplier of iron ore pellets to the
North American steel industry from its mines and pellet plants
located in Michigan and Minnesota.
CONNIE HARDWICK: Private Sale of Gresham Property for $137K Okayed
------------------------------------------------------------------
Judge John E. Waites of the U.S. Bankruptcy Court for the District
of South Carolina authorized the private sale by Connie Lynette
Hardwick and Double J Farms, LLC of Double J's 118 Acres, TMSs
#150000011000 and 150000016000, Gresham, Marion County, South
Carolina to Lori A. Pescatore for $137,000.
The sale is free and clear of liens.
The liens claimed by Arborone, ACA will be paid the net proceeds
upon the sale of said property.
The Debtor is authorized to pay the real estate commission of
$13,700 from the sale proceeds.
The stay provided by Fed. R. Bankr. P. 6004 does not apply to the
sale.
Connie Lynette Hardwick sought Chapter 11 protection (Bankr. D.
S.C. Case No. 17-01132) on March 7, 2017. The Debtor tapped Sean
P. Markham, Esq., at Markam Law Firm, LLC, as counsel.
CONTANDA LLC: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on Contanda LLC. The outlook is stable. S&P said, "We also affirmed
our 'B' issue-level rating on the company's $270 million term loan
B and $30 million revolving credit facility. The recovery rating on
the debt is '3', reflecting our expectation for meaningful
(50%-70%; rounded estimate: 65%) recovery in the event of
default."
S&P said, "Under our base case scenario, Contanda LLC is unlikely
to maintain sufficient covenant headroom and will be susceptible to
breaching its leverage covenant as a result of delayed growth
plans; it has already done so twice since the middle of 2016.
Partially driving this is ongoing delays to the expansion project
at Gray's Harbor, which have resulted in slower-than-expected
EBITDA growth. We expect the company to avoid default over the next
12 months because we expect its sponsor, EQT Infrastructure II,
will remain willing and able to provide equity when needed. Over
the longer term, we expect Contanda to attempt to refinance its
debt and revise its covenants to settle into a more sustainable
leverage position; its current term loan matures in February 2020.
"The stable outlook on the rating reflects our expectation that
leverage should exceed 6x during the next few years and that
storage and utilization rates will remain at least at current
levels. We also anticipate expansion projects will be completed in
a timely fashion.
"We could lower the rating if leverage increases or if planned
capital spending projects incur significant cost overruns, which
could result in debt to EBITDA exceeding 7x. However, should the
sponsor be unwilling to provide equity to keep Contanda in
compliance with covenants, we could lower the rating by two notches
or more.
"We would likely revise the outlook to positive or raise the rating
if the new management team demonstrates its ability to effectively
manage costs associated with these new developments and financial
metrics are in line with our base case expectations or better. This
would likely result in weighted average leverage dropping below
5.5x consistently. We could also consider a higher rating if the
company finds a long-term solution to its ongoing insufficient
covenant headroom."
CURO FINANCIAL: Moody's Affirms Caa1 CFR & Rates $135MM Notes Caa1
------------------------------------------------------------------
Moody's Investors Service affirmed Curo Financial Technologies
Corp.'s Caa1 corporate family rating and senior secured debt
rating. In the same rating action, Moody's assigned Caa1 to Curo
Financial's new $135 million senior secured notes. The outlook on
all ratings is stable.
The rating action follows Curo Financial's announced $135 million
senior note issuance, which will be pari passu in seniority with
the company's existing senior notes. The proceeds of the issuance
will be used to fund a dividend to existing shareholders.
RATINGS RATIONALE
The affirmation of the Caa1 corporate family rating of Curo
Financial reflects moderate leverage increase from the transaction,
supported by its strong profitability, as well as the company's low
reliance on payday loans, which reduces regulatory risk to its
business. At the same time, the rating reflects Curo Financial's
tangible common equity deficit, which will be further exacerbated
by the dividend payout. A substantial tangible equity deficit
presents a concern as the company is transitioning its focus to
underwriting-based longer-term lending.
Pro-forma for the issuance of the $135 million senior notes, which
will be pari passu to the existing ones, Curo Financial will have
$605 million of corporate debt relative to last-twelve month EBITDA
of approximately $200 million, translating into corporate leverage
of 3x. With $103 million of borrowings under its SPV facilities,
Curo Financial's total pro-forma leverage was 3.5x at June 30,
2017.
Curo Financial's ratings could be upgraded if it builds up its
tangible common equity to at least 4% of tangible assets, while
demonstrating a successful transition to underwriting-based
installment lending, as evidenced by solid and stable profitability
with minimum amounts of restructuring and other unforeseen
operating expenses with well-managed asset quality and sufficient
liquidity.
Curo's Financial's ratings could be downgraded if the company's
financial performance meaningfully deteriorates and its
capitalization weakens further, either due to potential financial
losses or additional dividend distributions.
The principal methodology used in these ratings was Finance
Companies published in December 2016.
CURO GROUP: S&P Affirms 'B-' ICR Amid $135MM Notes Add-On
---------------------------------------------------------
Curo Financial Technologies Corp. is issuing a $135 million add-on
to its senior secured notes due 2022, which were issued in January
of 2017. The company plans to use proceeds to pay a dividend to
shareholders.
S&P Global Ratings is thus affirming its 'B-' long-term issuer
credit rating on Curo Group Holdings Corp. The outlook remains
stable.
S&P said, "At the same time, we also affirmed our 'B-' issue rating
on the company's senior secured notes. The recovery rating is '3',
indicating our expectation of meaningful (50%) recovery in the
event of default.
"Our stable outlook reflects S&P Global Ratings' view that Curo
Group Holdings Corp. will maintain a debt to EBITDA ratio between
3.0x-4.0x despite the add-on debt issuance. This is due in part to
better-than-expected financial performance as the company has been
able to grow EBITDA while growing its proportion of installment
loan revenue to 59% of total revenues year-to-date as of
second-quarter 2017, compared to 48% in the year-ago period. At the
same time, U.S. single pay revenue was 11% of total revenue
year-to-date as of second-quarter 2017, compared to 14% in the
year-ago period, which we view as a higher risk product because of
recently finalized Consumer Financial Protection Bureau rules. The
company expects U.S. single pay revenue to be below 10% by year-end
2018.
"The stable outlook reflects S&P Global Ratings' view that Curo
Group Holdings Corp. will maintain a debt to EBITDA ratio between
3.0x-4.0x over the next 12 months. We also expect that Curo will be
able to navigate product shifts toward installment loans without a
significant decrease in EBITDA such that debt to EBITDA increases
above 4x.
"We could lower the ratings if regulatory, operational, or funding
challenges begin to push leverage above 4.0x debt to EBITDA.
"We could raise the ratings if the company is able to lower debt to
EBITDA below 3.0x while continuing to execute on its strategy of
growing installment-based revenue while U.S. single pay revenue
declines."
CYRILLA LANDSCAPING: Taps Calaiaro Valencik as Legal Counsel
------------------------------------------------------------
Cyrilla Landscaping & Supply Co. Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to hire
Calaiaro Valencik as its legal counsel.
The firm will, among other things, advise the Debtor regarding its
duties under the Bankruptcy Code and assist in the preparation of a
Chapter 11 plan of reorganization.
The firm's standard hourly rates are:
Donald Calaiaro $375
David Valencik $325
Michael Kaminski $350
Staff Attorney $250
Paralegal $100
Calaiaro Valencik has agreed to a retainer of $5,000.
In a court filing, Mr. Calaiaro disclosed that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Donald R. Calaiaro, Esq.
David Z. Valencik, Esq.
Michael Kaminski, Esq.
Calaiaro Valencik
428 Forbes Avenue, Suite 900
Pittsburgh, PA 15219-1621
Phone: (412) 232-0930
Email: dcalaiaro@c-vlaw.com
Email: dvalencik@c-vlaw.com
Email: mkaminski@c-vlaw.com
About Cyrilla Landscaping
& Supply Co. Inc.
Cyrilla Landscaping & Supply Co. Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
17-23819) on September 22, 2017. Michael C. Cyrilla, authorized
representative, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $500,000.
Judge Gregory L. Taddonio presides over the case.
CYTORI THERAPEUTICS: Amends 10,000 Units Prospectus with SEC
------------------------------------------------------------
Cytori Therapeutics, Inc., filed with the Securities and Exchange
Commission a second amendment to its Form S-1 registration
statement relating to the distribution to holders of its common
stock, at no charge, of non-transferable subscription rights to
purchase up to 10,000 units. Each unit consists of one share of
Series B Preferred Stock and 1,250 warrants. Each Warrant will be
exercisable for one share of the Company's common stock.
In the Rights Offering, holders will receive one subscription right
for every share of common stock owned at 5:00 p.m., Eastern Time,
on Oct. 27, 2017, the record date of the Rights Offering, or the
Record Date. The Series B Preferred Stock and the Warrants
comprising the Units will separate upon the closing of the Rights
Offering and will be issued separately but may only be purchased as
a Unit, and the Units will not trade as a separate security. The
subscription rights will not be tradable.
Each subscription right will entitle holders purchase one Unit at a
subscription price per Unit of $1,000, which we refer to as the
Subscription Price. Each Warrant entitles the holder to purchase
one share of common stock at an exercise price of $0.48 per share
from the date of issuance through its expiration 30 months from the
date of issuance.
The Subscription Rights will expire if they are not exercised by
5:00 p.m., Eastern Time, on Nov. 21, 2017, unless the Rights
Offering is extended or earlier terminated by the Company. If the
Company elects to extend the Rights Offering, it will issue a press
release announcing the extension no later than 9:00 a.m., Eastern
Time, on the next business day after the most recently announced
expiration date of the Rights Offering. The Company may extend the
Rights Offering for additional periods in its sole discretion.
Once made, all exercises of Subscription Rights are irrevocable.
The Company has not entered into any standby purchase agreement or
other similar arrangement in connection with the Rights Offering.
The Rights Offering is being conducted on a best-efforts basis and
there is no minimum amount of proceeds necessary to be received in
order for the Company to close the Rights Offering.
The Company has engaged Maxim Group LLC to act as dealer-manager in
the Rights Offering.
A full-text copy of the regulatory filing is available at:
https://is.gd/E7oPuU
About Cytori
Cytori -- http://www.cytori.com/-- is a therapeutics company
developing regenerative and oncologic therapies from its
proprietary cell therapy and nanoparticle platforms for a variety
of medical conditions. Data from preclinical studies and clinical
trials suggest that Cytori Cell Therapy acts principally by
improving blood flow, modulating the immune system, and
facilitating wound repair. As a result, Cytori Cell Therapy may
provide benefits across multiple disease states and can be made
available to the physician and patient at the point-of-care through
Cytori's proprietary technologies and products. Cytori
Nanomedicine is developing encapsulated therapies for regenerative
medicine and oncologic indications using technology that allows
Cytori to use the benefits of its encapsulation platform to develop
novel therapeutic strategies and reformulate other drugs to
optimize their clinical properties.
BDO USA, LLP, in San Diego, California, Cytori's independent
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has suffered recurring losses and negative
cash flows from operations that raise substantial doubt about its
ability to continue as a going concern.
Cytori reported a net loss of $22.04 million for the year ended
Dec. 31, 2016, compared to a net loss of $18.74 million for the
year ended Dec. 31, 2015. As of June 30, 2017, Cytori had $32.47
million in total assets, $21.24 million in total liabilities and
$11.23 million in total stockholders' equity. The Company has an
accumulated deficit of $392.7 million as of June 30, 2017.
DARLING INGREDIENTS: S&P Affirms 'BB+' CCR, Outlook Remains Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
Dallas-based food and ingredients renderer Darling Ingredients Inc.
The outlook is stable.
S&P said, "We also affirmed the 'BBB-' issue ratings on the
company's secured credit facilities with a '1' recovery rating,
indicating our expectations for very high recovery (in the 90% to
100% range; rounded estimate: 90%) in the event of a payment
default. In addition, we are affirming our 'BB+' rating on
Darling's senior unsecured notes, with a '4' recovery rating
indicating our expectations for meaningful (30% to 50% recovery
range; rounded estimate: 30%) in the event of payment default.
"The ratings largely reflect our belief that the company will
continue to prioritize debt repayment and reduce leverage,
including debt to EBITDA approaching low-3x area over the next 12
months. In addition, we expect improved free cash flow generation,
which we estimate to exceed $100 million annually, supported by
favorable finished products pricing (particularly fats), volume
growth from recent rendering, pet, gelatin, and bakery and plant
expansions, and ongoing cash dividend receipts from its JV (which
are added back to our adjusted EBITDA calculation). We expect
higher capital expenditures of above $250 million as the company's
growth expansion efforts continue across all segments.
"The stable outlook reflects our belief that the company will
continue to prioritize debt repayment and reduce leverage,
including debt to EBITDA approaching 3x over the next 12 months. In
addition, we expect improved free cash flow generation, which we
estimate to exceed $100 million annually, supported by favorable
finished products pricing (particularly fats), volume growth from
recent rendering, pet, gelatin, and bakery and plant expansions,
and ongoing cash dividend receipts from its JV (which are added
back to our adjusted EBITDA calculation).
"We could lower the ratings if the company's debt to EBITDA reverts
to well over 4.0x. We believe this could occur if the company
cannot sustain the improvement in product selling prices, or if the
company faces a sustained shortage of raw materials coupled with
significant foreign exchange headwinds, resulting in EBITDA falling
by more than 15%. Leverage could remain well above 4x if the
company adopts a more aggressive financial policy and prioritizes
share repurchases ahead of debt repayment.
"We could consider a higher rating if Darling improves its business
mix so that it is not as dependent on raw material supply
constraints and debt-to-EBITDA ratio is below 3x and FFO to debt
approaches 30%. We believe that this could happen beyond 2018 if
the company steadily increases its volumes (especially of
higher-margin products), continues to receive annual JV cash
dividends of more than $25 million, and repays an additional $150
million in debt."
DEAN FOODS: Egan-Jones Cuts Sr. Unsec. Ratings to BB-
-----------------------------------------------------
Egan-Jones Ratings Company, on August 9, 2017, lowered the foreign
currency and local currency senior unsecured ratings on debt issued
by Dean Foods Co. from BB- to BB.
Dean Foods is an American food and beverage company that
specializes in dairy products.
DELICIAS DE MINAS: Taps Raymond & Raymond as Legal Counsel
----------------------------------------------------------
Delicias De Minas Restaurant LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Raymond &
Raymond, Esqs. 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.
Raymond & Raymond will be paid an initial fee of $3,500. The
firm's billing rate for its services is $150 per hour.
Herbert Raymond, 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:
Herbert Raymond, Esq.
Jeffrey Raymond, Esq.
Kevin DeLyon, Esq.
7 Glenwood Avenue, 4TH Floor
East Orange, NJ 07017
Phone: 973-675-5622
Fax: 408-519-6711
Email: bankruptcy123@comcast.net
About Delicias De Minas Restaurant
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.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 17-31101) on October 18, 2017. Wendel
Correa, partner and 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 $1 million
to $10 million.
Judge Stacey L. Meisel presides over the case.
DEXTERA SURGICAL: Amends Fiscal 2017 Annual Report to Add Part III
------------------------------------------------------------------
Dextera Surgical Inc. filed with the Securities and Exchange
Commission an amendment No. 1 to its annual report on Form 10-K/A
for the fiscal year ended June 30, 2017, as filed with the SEC on
Oct. 13, 2017. The principal purpose of this Amendment is to
include in Part III Items 10 through 14, and Part IV Item 15 of the
Form 10-K, the information that was to be incorporated by reference
to the Proxy Statement for its 2017 Annual Meeting of Stockholders.
No attempt has been made in this Amendment to modify or update the
other disclosures presented in the Form 10-K.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and
Director Independence
Item 14. Principal Accountant Fees and Services
A full-text copy of the Form 10-K/A is available for free at:
https://is.gd/3NHEjG
About Dextera Surgical
Redwood City, California-based Dextera Surgical (Nasdaq:DXTR)
designs and manufactures proprietary stapling devices for minimally
invasive surgical procedures. Dextera Surgical also markets
automated anastomosis devices for coronary artery bypass graft
(CABG) surgery on the market today: the C-Port Distal Anastomosis
Systems and PAS-Port Proximal Anastomosis System. These products
are sold by Dextera Surgical under the Cardica brand name.
Dextera Surgical reported a net loss allocable to common
stockholders of $25.93 million on $3.42 million of total net
revenue for the fiscal year ended June 30, 2017, compared to a net
loss allocable to common stockholders of $15.98 million on $4.05
million of total net revenue for the fiscal year ended June 30,
2016. As of June 30, 2017, Dextera had $8.87 million in total
assets, $17.31 million in total liabilities and a total
stockholders' deficit of $8.43 million.
BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30,2017, citing that the Company has
suffered recurring losses from operations that raise substantial
doubt about its ability to continue as a going concern.
DEXTERA SURGICAL: Has Appealed NASDAQ's Delisting Determination
---------------------------------------------------------------
Dextera Surgical Inc. filed with the Securities and Exchange
Commission an amended current report on Form 8-K/A to amend its
Current Report on Form 8-K filed with the SEC on Oct. 18, 2017, to
disclose that the Company has determined to appeal, and has
appealed, the Delisting Notice.
On Oct. 17, 2017, Dextera received from the staff of The NASDAQ
Stock Market LLC a letter notifying Dextera that its stockholders'
equity reported in its Form 10-K for the period ended June 30,
2017, was less than $2.5 million, the minimum required by the
continued listing requirements of Nasdaq listing Rule 5550(b). At
that time, Dextera's stockholders' equity was reported at $(8.4)
million.
As provided in the Nasdaq rules, unless Dextera requests an appeal
of the Staff's determination, trading in Dextera's common stock
will be suspended at the opening of business on Oct. 26, 2017, and
a Form 25-NSE will be filed with the SEC, which will remove
Dextera's common stock from listing and registration on Nasdaq.
Dextera has submitted an appeal of the Staff's determination, and
so expects that trading in its common stock on Nasdaq will not be
suspended on Oct. 26, 2017.
About Dextera Surgical
Redwood City, California-based Dextera Surgical (Nasdaq:DXTR)
designs and manufactures proprietary stapling devices for minimally
invasive surgical procedures. Dextera Surgical also markets
automated anastomosis devices for coronary artery bypass graft
(CABG) surgery on the market today: the C-Port Distal Anastomosis
Systems and PAS-Port Proximal Anastomosis System. These products
are sold by Dextera Surgical under the Cardica brand name.
Dextera Surgical reported a net loss allocable to common
stockholders of $25.93 million on $3.42 million of total net
revenue for the fiscal year ended June 30, 2017, compared to a net
loss allocable to common stockholders of $15.98 million on $4.05
million of total net revenue for the fiscal year ended June 30,
2016. As of June 30, 2017, Dextera had $8.87 million in total
assets, $17.31 million in total liabilities and a total
stockholders' deficit of $8.43 million.
BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30,2017, citing that the Company has
suffered recurring losses from operations that raise substantial
doubt about its ability to continue as a going concern.
DISCOVER FINANCIAL: Fitch to Rate $570MM Preferred Stock BB-
------------------------------------------------------------
Fitch Ratings expects to rate Discover Financial Services' (DFS)
$570 million perpetual preferred stock 'BB-(EXP)'.
The preferred shares are expected to be subordinated to existing
subordinated debt but senior to common shares. Distributions, when
and if declared by the Board of Directors, will be payable
semi-annually at a fixed annual rate until October 2027, and
thereafter will be payable quarterly at a floating rate based off
of LIBOR. Distributions on the preferred units are non-cumulative.
The preferred shares are perpetual in nature, but may be redeemed,
at DFS's option, 10 years after issuance. Proceeds are expected to
be used for general corporate purposes, which may include advances
to subsidiaries to finance their activities, repayment of
outstanding indebtedness, share repurchases, and/or the redemption
of the Series B Preferred Stock, which is eligible for redemption
beginning on Dec. 1, 2017.
KEY RATING DRIVERS
PREFERRED STOCK
DFS's preferred stock ratings are rated five notches below DFS's
viability rating (VR) of 'bbb+' in accordance with Fitch's
assessment of each instrument's respective non-performance and
relative loss severity risk profile. The preferred stock ratings
include two notches for loss severity given these securities' deep
subordination in the capital structure, and three notches for
non-performance given that the dividends are non-cumulative and
fully discretionary.
DFS's ratings reflect its strong franchise, supported by its owned
payments network, peer-superior credit performance, strong and
consistent financial performance over various economic and market
cycles, diverse funding base, ample liquidity, strong risk-adjusted
capitalization, and seasoned management team.
Rating constraints include DFS's concentrated and cyclical business
model, heavier reliance on wholesale funding, potential funding
sensitivity associated with internet deposits in a rising rate
environment, the likelihood of asset quality reversion from current
levels, threats from disruptive technologies in the payments space,
and elevated regulatory and legislative risk.
RATING SENSITIVITIES
PREFERRED STOCK
The preferred stock ratings are directly linked to DFS's VR and
would move in tandem with any changes in DFS's VR.
Positive rating momentum for DFS's IDR could be driven by
consistent market share gains in card-based payments, increased
revenue diversity, and sustained strong credit performance in all
loan categories through the credit cycle. Positive ratings momentum
could also be driven by enhanced funding flexibility in the form of
retail deposits. In particular, the durability of DFS's
internet-based deposit platform during a sustained period of rising
interest rates will be a key consideration in evaluating the
strength of the company's funding profile.
Negative rating action could be driven by a significant decline in
profitability associated with slowing loan growth and/or meaningful
net interest margin compression, an outsized degradation in credit
performance relative to peers, a weakening liquidity profile,
significant reductions in capitalization, and/or potential new and
more onerous rules and regulations. Negative rating momentum could
also be driven by an inability of DFS to maintain its competitive
position and profitability in an increasingly digitized payments
and consumer lending landscape.
Fitch has assigned the following rating:
-- Preferred Stock rating of 'BB-(EXP)'.
Existing ratings on DFS and its subsidiary are as follows:
Discover Financial Services
-- Long-Term Issuer Default Rating (IDR) 'BBB+';
-- Viability Rating 'bbb+';
-- Short-Term IDR 'F2';
-- Support Rating '5';
-- Support Rating Floor 'NF';
-- Senior Unsecured Debt 'BBB+'
-- Preferred Stock 'BB-'.
Discover Bank
-- Long-Term IDR 'BBB+';
-- Viability Rating 'bbb+';
-- Short-Term IDR 'F2';
-- Support Rating '5';
-- Support Rating Floor 'NF';
-- Long-Term Deposits 'A-';
-- Short-Term Deposits 'F2';
-- Senior Unsecured Debt 'BBB+';
-- Subordinated Debt 'BBB'.
DOWLING COLLEGE: Bids for Brookhaven Campus Due Dec. 4
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York will
convene a hearing Dec. 18, 2017, at 1:30 p.m., to consider approval
of the sale of Dowling College's Brookhaven campus.
Bids for the campus are due Dec. 4,2017 at 4:00 p.m. (EST)
The proposed auction will be held Dec. 7 at 10:00 a.m.(EST)
Objections, if any, to the sale are due Dec. 8.
Dowling College on September 26, 2017, filed a motion seeking entry
of an order (a) approving the proposed Bidding Procedures to be
used in connection with the proposed sale of the Brookhaven Campus,
free and clear of all liens, claims and encumbrances, security
interests and other interests,to the Successful Bidder, (b)
scheduling an Auction, if necessary and a Sale Hearing to approve
the Sale of the Brookhaven Campus; and (c) approving the form and
manner of the notice of the potential Auction and Sale Hearing.
The Auction will take place at the offices of local counsel to the
2006 Bond Insurer:
Certilman Balin Adler& Hyman,
UP 90 Merrick Avenue,
East Meadow, New York 11554
not later than December 7,2017, starting at 10:00 a.m. (prevailing
Eastern Time), or at such other later date and time or other place,
as may be determined by the Debtor at or prior to the Auction.
Counsel to the Debtor's material prepetition and post-petition
lenders:
P. Miyoko Sato, Esq.
Ian A. Hammel, Esq.
Mink, Levin, Cohn, Ferris, Glovsky, and Popeo
One Financial Center,
Boston, MA 02111
- and -
Brian D. Pfeiffer, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
- and -
Richard J. McCord, Esq.
Thomas I. McNamara, Esq.
Certilman Balin Adler& Hyrnan, LLP
90 Merrick Avenue, 9th Floor
East Meadow, NY 11554
- and -
Adam T. Berkowitz, Esq.
Garfunkel Wild, P.C.
111 Great Neck Road
Great Neck,NY 11021
Counsel to the Creditors' Committee:
Ronald J. Friedman, Esq.
SilvermanAcampora, LLP
100 Jericho Quadrangle #300
Jericho, NY 11753
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.
DUNCANLITE LABORATORY: Taps Kahn & Ahart as Legal Counsel
---------------------------------------------------------
Duncanlite Laboratory, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to hire Kahn & Ahart, PLLC 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.
James Kahn, Esq., and Krystal Ahart, Esq., will charge $425 per
hour and $300 per hour, respectively. Paralegal assistants will
charge an hourly fee of $185.
Kahn & Ahart and its attorneys have no connection with creditors or
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 Road, 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 Duncanlite Laboratory Inc.
Duncanlite Laboratory, Inc. is a privately-owned dental laboratory
business in Cottonwood, Arizona.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-12220) on October 13, 2017.
Linda L. Duncan, its secretary-treasurer, signed the petition.
As of September 30, 2017, the Debtor had $802,990 in assets and
$935,476 in liabilities.
Judge Daniel P. Collins presides over the case.
EAST JEFFERSON GEN. HOSPITAL: S&P Lowers 2011 Bonds Rating to B+
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Jefferson Parish
Hospital Service District No. 2, La.'s series 2011 hospital revenue
and refunding bonds issued for East Jefferson General Hospital
(EJGH), to 'B+' from 'BB'. The outlook is negative.
"The downgrade and negative outlook is the result of EJGH's
mounting operational challenges and multi-year operating losses
exemplified by a $16 million operating loss in fiscal 2016--as
measured by S&P Global Ratings--and continued operating losses
through interim 2017 resulting in maximum annual debt service
coverage of just 0.07x as of interim June 30, 2017, as well as year
over year declines in unrestricted reserves," said S&P Global
Ratings credit analyst Aamna Shah. "Operating losses are largely
the result of volume pressure due to the loss of key physicians."
Furthermore, management has indicated that it is facing payor
deterioration as well as a number of challenges managing the costs
of its medical group. While management has recently signed a letter
of intent with for-profit HCA Healthcare/Tulane, S&P believes that
EJGH has limited options going forward to generate operating
improvement if for some reason the partnership stalls or doesn't
occur.
S&P said, "The negative outlook reflects our view of multi-year
sizable operating losses culminating with EJGH's increased
operating loss and much weaker DSC as of June 30, 2017. In
addition, with coverage below 1.0x, there could be an event of
default, unless waived per the terms of the indenture."
Over the next year, a lower rating is likely if EJGH fails to
achieve 1.0x coverage and isn't able to obtain a waiver. In
addition, operational challenges leading to further deterioration
in balance sheet metrics could prompt us to take a negative rating
action during the outlook period as well.
S&P said, "We would consider a revision to a stable outlook if EJGH
can reduce operating losses such that coverage returns to levels
closer to 1.5x and if unrestricted reserves stabilize with debt and
unrestricted reserve metrics remaining at current levels. In
addition, if the current EJGH and HCA Healthcare/Tulane negotiation
leads to a definitive agreement, there could be some strategic
benefits but we would expect debt will be restructured due to the
for-profit nature of HCA Healthcare."
ELDERHOME LAND: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Elderhome Land, LLC
PO Box 310
Ashton, MD 20861
Type of Business: ElderHome Land is a privately held company
with its principal place of business located
at 15623 Riding Stable Road, Laurel,
Maryland. The Company is a small business
debtor as defined in 11 U.S.C. Section
101(51D) that operates under the Residential
Land Subdividers and Developers industry.
Chapter 11 Petition Date: October 26, 2017
Case No.: 17-24324
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Wendelin I. Lipp
Debtor's Counsel: A. Donald C Discepolo, Esq.
DISCEPOLO LLP
8850 Columbia 100 Parkway, Suite 310
Columbia, MD 21045
Tel: 410-296-0780
E-mail: don@discepolollp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas Norris, president.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition. A full-text copy of the
petition is available for free at:
http://bankrupt.com/misc/mdb17-24324.pdf
EPTMS INC: Hires Bud Kirk as Attorney
-------------------------------------
EPTMS, Inc., seeks authority from the U.S. Bankruptcy Court for the
Western District of Texas to employ the law firm of E.P. Bud Kirk,
as attorney to the Debtor.
EPTMS, Inc. requires Bud Kirk to:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession and the continued operation
of its business and management of its properties;
b. review the various contracts heretofore entered by the
Debtor and determine which contracts should be rejected and
assumed;
c. represent the Debtor in collection of its accounts
receivable, if needed;
d. prepare on behalf of the Debtor necessary Schedules,
Statements, Applications, and Answers, Orders, Reports, and
other legal documents required for reorganization;
e. assist the Debtor in formulation and negotiation of a Plan
with its creditors in the bankruptcy proceedings;
f. review all presently pending litigation in which the Debtor
is a participant, to recommend settlement of such
litigation which the attorney deems to be in the best
interest of the estate, and to make an appearance as lead
trial counsel in all litigation which the attorney believes
should be continued,
g. review the transactions of the Debtor prior to the filing
of the Chapter 11 proceedings to determine what further
litigation, if any, pursuant to the Bankruptcy Code, or
otherwise, should be filed on behalf of the estate;
h. examine all tax claims filed against the Debtor, to contest
any excessive amounts claimed therein, and to structure a
payment of the allowed taxes which conforms to the
Bankruptcy Code and Rules;
i. perform all other legal services of the Debtor, as Debtor-
in-Possession, which may be necessary herein.
Bud Kirk will be paid at these hourly rates:
Attorneys $300
Paralegals $90
The Debtor paid Bud Kirk a retainer of $3,783 upon the filing of
the bankruptcy case. Prior to filing, $2,700 was paid to the firm
by the Debtor for pre-bankruptcy services actually rendered.
Bud Kirk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
E.P. Bud Kirk, partner of law firm of E.P. Bud Kirk, 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.
Bud Kirk can be reached at:
E.P. Bud Kirk, Esq.
LAW FIRM OF E.P. BUD KIRK
600 Sunland Park Drive, Bldg. Four, Suite 400
El Paso, TX 79912
Tel: (915) 584-3733
Fax: (915) 581-3452
E-mail: budkirk@aol.com
About EPTMS, Inc.
EPTMS, Inc. is a retailer of mattresses in the El Paso, Texas
area.
EPTMS, Inc., based in El Paso, TX, filed a Chapter 11 petition
(Bankr. W.D. Tex. Case No. 17-31729) on October 25, 2017. The Hon.
Christopher H. Mott presides over the case. E.P. Bud Kirk, Esq., at
the law firm of E.P. Bud Kirk, serves as bankruptcy counsel.
In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Ricardo Solano a/k/a Javier Ricardo Solano Ramirez,
president.
ERIE STREET: Sale of Chicago Properties to Stonebridge for $42M OKd
-------------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Frances Gecker, Chapter 11
trustee of the bankruptcy estate of Erie Street Investors, LLC,
LaSalle Investors, LLC, WSC Parking Fund I, George Street
Investors, LLC ("GSI") and Sheffield Avenue Investors, LLC, to sell
the Debtors' entire real estate portfolio to Stonebridge Real
Estate Co., LLC for $41.5 million.
A final hearing on the Motion was held on Oct. 24, 2017.
The properties are: (i) Erie's property located at 343 W Erie St.,
Chicago, Illinois ("Erie Property"); (ii) LaSalle's property
located at 747 N LaSalle Dr., Chicago, Illinois ("LaSalle
Property"); (iii) WSC's property located at 600 S Clark St.,
Chicago, Illinois ("WSC Property"); (iv) GSI's properties located
at (a) 2852 -56 N Southport Ave., Chicago, Illinois, and at (b)
1411 W George St., Chicago, Illinois; and (v) Sheffield's property
located at 2954 Sheffield Ave., Chicago, Illinois ("Sheffield
Property").
The sale is "as is, where is," and free and clear of any and all
Liens and Claims, with all Liens and Claims to attach solely to the
proceeds of the Sale.
At closing, the Trustee is authorized and directed to distribute
net proceeds of the Sale, in cash as follows:
a. First, to pay all closing costs in accordance with the
terms set forth in the Sale Agreement;
b. Second, $34,605,542.l7 (which includes accrued per diem
interest through Oct. 24, 2017, calculated under the Compromise
Order, as well as accrued attorneys' fees and expenses which
comprise the Secured Attomeys' Fees Claim, as set forth in the
Compromise Order), plus all additional per diem interest in the
amount of $7,606 per day accruing after Oct. 24, 2017 through the
Closing Date
("Lender Payment"), to the secured Lenders, on account of their
Allowed Secured Claims, pursuant to wiring instructions to be
provided by the Lenders in advance of the Closing Date;
c. Third, $825,000 to Jones Lang LaSalle Americas (Illinois),
L.P. ("JLL") in full and final satisfaction of all compensation
and/or reimbursement of expenses due JLL under the Exclusive
Leasing and Sale Agreement and the Order Granting Trustee's Motion
to Employ JLL as Real Estate Broker; and
d. Fourth, $915,613 to the City of Chicago in full and final
satisfaction of its compromised claim as set forth in the Order
Granting Trustee's Motion to Approve Compromise with City of
Chicago of which $686,710 will be escrowed in accordance with the
statements of counsel on record.
Erie Street granted to Landmark Infrastructure Holding Co., LLC an
"Easement and Assignment of Lease Agreement" dated Nov. 21, 2013,
and recorded same with the Cook County Recorder of Deeds on Feb.
13, 2014, as Document No. 14044334055, granting to Landmark an
easement on the Erie Property. Notwithstanding anything to the
contrary in the Order, the Erie Easement will survive the Sale, and
Stonebridge will take the Erie Property subject to the Erie
Easement.
Debtor Sheffield Avenue granted to Landmark, an "Easement and
Assignment of Lease Agreement" dated Nov. 21, 2013, and recorded
same with the Cook County Recorder of Deeds on Feb. 13, 2014, as
Document No. 1404434063, granting to Landmark an easement on the
Sheffield Property for telecommunications activity and equipment.
Notwithstanding anything to the contrary in the Order, the
Sheffield Easement will survive the sale, and Stonebridge will take
the Sheffield Property subject to the Sheffield Easement.
Debtor WSC Parking granted to Landmark, an "Easement and Assignment
of Lease Agreement" dated Nov. 21, 2013, and recorded same with the
Cook County Recorder of Deeds on Feb. 13, 2014, as Document No.
1404434062, granting to Landmark, an easement on the WSC Property
for telecommunications activity and equipment. Notwithstanding
anything to the contrary herein, the WSI Easement will survive the
sale, and Stonebridge will take the WSI Property subject to the WSI
Easement.
Debtor LaSalle Street granted to Landmark, an "Easement and
Assignment of Lease Agreement" dated Nov. 21, 2013, and recorded
same with the Cook County Recorder of Deeds on Feb. 13, 2014 as
Document No. 1404434059, granting to Landmark, an easement on the
LaSalle Property for telecommunications activity and equipment.
The LaSalle Easement was later assigned to LD Acquisition Company
12, LLC, recorded under Document No. 1404908085. Notwithstanding
anything to the contrary herein, the LaSalle Easement will survive
the Sale, and Stonebridge will take the LaSalle Property subject to
the LaSalle Easement.
The automatic stay under section 362 of the Bankruptcy Code is
vacated and modified to the extent necessary to implement the terms
and provisions of the Sale Agreement and the provisions of the
Order.
Pursuant to Bankruptcy Rules 9014 and 6004(h), the Order will be
effective immediately upon entry and the Trustee and Stonebridge
are authorized to close the Sale immediately upon entry of the
Order. All time periods set forth in the Order will be calculated
in accordance with Bankruptcy Rule 9006(a).
About Erie Street Investors
Erie Street Investors, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. N.D. Ill. Lead Case No. 17-10554) on
April 3, 2017. The affiliates are LaSalle Investors, LLC, WSC
Parking Fund I, George Street Investors, LLC, and Sheffield Avenue
Investors, LLC. Arthur Holmer, managing member of Weiland
Ventures, LLC, signed the petitions.
Erie Street Investors and LaSalle Investors each estimated between
$10 million and $50 million in both assets and liabilities. WSC
Parking Fund estimated between $1 million and $10 million in both
assets and liabilities.
The cases are assigned to Judge Deborah L. Thorne.
The Debtors are represented by Crane, Heyman, Simon, Welch & Clar.
Frances Gecker was appointed as Chapter 11 trustee for the Debtors
on May 16, 2017. The trustee hired Ascend Property Management LLC
as the Debtors' property manager; and Jones Lang LaSalle Americas
(Illinois), L.P., as real estate broker.
* * *
On June 21, 2017, the Debtors filed a Chapter 11 plan of
reorganization and disclosure statement. A combined hearing on
confirmation of the Plan and approval of the Disclosure Statement
was scheduled for Sept. 11-12, 2017; and continued to Oct. 13,
2017.
EXELCO NORTH AMERICA: Hires Donlin Recano as Administrative Agent
-----------------------------------------------------------------
Exelco North America, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Donlin Recano & Company, Inc., as claims and
noticing agent to the Debtors.
Exelco requires Donlin Recano to:
(a) assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as preparing
any appropriate reports, as required in furtherance of
confirmation of plans of reorganization;
(b) generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;
(c) in connection with the Balloting Services, handling
requests for documents from parties-in-interest,
including, if applicable, brokerage firms and
bank back-offices and institutional holders;
(d) gather data in conjunction with the preparation, and
assist with the preparation, of the Debtors' schedules
of assets and liabilities and statements of financial
affairs, if any;
(e) provide a confidential data room, if requested;
(f) manage and coordinate any distributions pursuant to a
confirmed plan of reorganization or otherwise; and
(g) provide such other processing, solicitation, balloting and
other administrative services described in the Services
Agreement, but not included in the Section 156(c)
Application, as may be requested from time to time by the
Debtors or the Court.
Donlin will be paid based upon its normal and usual hourly billing
rates. The firm will be paid a retainer in the amount of $15,000.
It will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Roland Tomforde, chief operating officer of Donlin Recano &
Company, Inc., 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.
Donlin Recano can be reached at:
Roland Tomforde
DONLIN RECANO & COMPANY, INC.
6201 15th Avenue
Brooklyn, NY 11219
Toll Free Tel: (800) 591-8236
About Exelco North America, Inc.
Belgium-based Exelco NV was founded by Leon and Lior Kunstler and
Jean Paul Tolkowsky in 1993. Tolkowsky is a scion of one of the
industry's most famous families, who made their name cutting the
biggest and most expensive gems. Exelco's diamond business is a
global enterprise and Exelco has operations in numerous foreign
countries including the United States, Belgium, Mauritius, Israel,
Botswana, Hong Kong, the United Kingdom, and Thailand.
Lior Kunstler and Jean Paul Tolkowsky each own 49% of Exelco NV.
Exelco North America, Inc., and three affiliates, including Exelco
NV, commenced Chapter 11 cases (Bankr. D. Del. Lead Case No.
17-12029) on Sept. 26, 2017.
In the Chapter 11 cases, the Debtors tapped Hughes Hubbard & Reed
LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP,
as local counsel; and Donlin, Recano & Co., Inc., as claims and
noticing agent.
Exelco NV estimated $10 million to $50 million in assets and $50
million to $100 million in debt. Exelco North America, Inc.,
estimated $0 to $50,000 in assets and $1 million to $10 million in
debt.
EXELCO NORTH AMERICA: Hires Donlin Recano as Claims Agent
---------------------------------------------------------
Exelco North America, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Donlin Recano & Company, Inc., as claims and
noticing agent to the Debtors.
Exelco requires Donlin Recano to:
a. prepare and serve required notices and documents in the
bankruptcy case in accordance with the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure in the form and
manner directed by the Debtor and the Court, including (i)
notice of the commencement of the case and the initial
meeting of creditors under the Bankruptcy Code, (ii) notice
of any claims bar date, (iii) notice of transfer 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 Debtor's 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 Debtor or Court may deem
necessary or appropriate for an orderly administration of
the case;
b. maintain copies of all proofs of claim and proofs of
interest filed in the chapter 11 cases;
c. maintain an official copy of the Debtor's schedules of
assets and liabilities and statement of financial affairs,
listing the Debtor's known creditors and the amounts owed
thereto;
d. 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
sections 2002(i), (j) and (k) and those parties that have
filed a notice of appearance pursuant to Bankruptcy Rule
9010; updated said lists and make said lists available upon
request by a party-in-interest or the Clerk;
e. 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 the bankruptcy 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 on a
customized proof of claim form provided to potential
creditors;
f. maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
g. 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 (7) business days of service which includes
(i) either a copy of the notice served or the docket number
and title of the pleading 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;
h. process all proofs of claim received, including those
received by the Clerk's Office, and check said processing
for accuracy, and maintain the original proofs of claim in
a secure area;
i. maintain the official claims register for the Debtor on
behalf of the Clerk; upon the Clerk's request, provide the
Clerk with certified, duplicate unofficial Claims Register;
and specify in the Claims Registers 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
classifications of the claim, (vi) the applicable Debtor,
and (vii) any disposition of the claim;
j. provide public access to the Claims Registers, 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 Registers 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 Donlin
Recano, 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;
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 changes to the
claims register;
p. assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the case as directed by the Debtor or the Court,
including through the use of a case website and call
center;
q. if the case is converted to Chapter 7, contact the Clerk's
Office within three (3) days of the notice to Donlin Recano
of entry of the order converting the case;
r. thirty (30) days prior to the close of the bankruptcy case,
request the Debtor submits to the Court a proposed Order
dismissing Donlin Recano and terminating the services of
such agent upon completion of its duties and
responsibilities and upon the closing of the bankruptcy
case;
s. within seven (7) days of notice to Donlin Recano of entry
of an order closing the Chapter 11 case, provide to the
bankruptcy Court the final version of the claims register
as of the date immediately before the close of the case;
and
t. at the close of the bankruptcy case, 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 Central Plains Region, 200 Space
Center Drive, Lee's Summit, MO 64064 or (ii) any other
location requested by the Clerk's Office.
Donlin will be paid at these hourly rates:
Senior Bankruptcy Consultant $149
Case Manager $119
Technology/Programming Consultant $94
Consultant/Analyst $77
Clerical $45
Donlin Recano will be paid a retainer in the amount of $15,000.
Donlin Recano will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Roland Tomforde, chief operating officer of Donlin Recano &
Company, Inc., 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.
Donlin Recano can be reached at:
Roland Tomforde
DONLIN RECANO & COMPANY, INC.
6201 15th Avenue
Brooklyn, NY 11219
Toll Free Tel: (800) 591-8236
About Exelco North America, Inc.
Belgium-based Exelco NV was founded by Leon and Lior Kunstler and
Jean Paul Tolkowsky in 1993. Tolkowsky is a scion of one of the
industry's most famous families, who made their name cutting the
biggest and most expensive gems. Exelco's diamond business is a
global enterprise and Exelco has operations in numerous foreign
countries including the United States, Belgium, Mauritius, Israel,
Botswana, Hong Kong, the United Kingdom, and Thailand.
Lior Kunstler and Jean Paul Tolkowsky each own 49% of Exelco NV.
Exelco North America, Inc., and three affiliates, including Exelco
NV, commenced Chapter 11 cases (Bankr. D. Del. Lead Case No.
17-12029) on Sept. 26, 2017.
In the Chapter 11 cases, the Debtors tapped Hughes Hubbard & Reed
LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP,
as local counsel; and Donlin, Recano & Co., Inc., as claims and
noticing agent.
Exelco NV estimated $10 million to $50 million in assets and $50
million to $100 million in debt. Exelco North America, Inc.,
estimated $0 to $50,000 in assets and $1 million to $10 million in
debt.
EXELCO NORTH AMERICA: Hires Hughes Hubbard as Bankruptcy Counsel
----------------------------------------------------------------
Exelco North America, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Hughes Hubbard & Reed LLP, as attorneys to the
Debtors.
Exelco requires Hughes Hubbard to:
(a) take all necessary actions to protect and preserve the
estates of the Debtors, including prosecuting actions on
the Debtors' behalf, defending any action commenced
against the Debtors, representing the Debtors in
negotiations concerning litigation in which the
Debtors are involved and preparing objections to claims
Filed against the Debtors;
(b) prepare all pleadings in connection with these Chapter 11
Cases, including motions, applications, answers, orders,
reports, and other papers necessary or otherwise
beneficial to the administration of the Debtors' estates;
(c) take all necessary or appropriate action on behalf of the
Debtors to obtain approval of a disclosure statement,
confirmation of a plan of reorganization and all documents
related thereto;
(d) take all necessary actions to protect and preserve the
value of the Debtors' estates, including advise with
respect to the Debtors' affiliates and all related
matters;
(e) advise the Debtors with respect to their powers and duties
as debtors-in-possession in the continued management and
operation of their businesses and properties;
(f) attend meetings and negotiating with representatives of
the creditors and other parties in interest;
(g) represent the Debtors in connection with using cash
collateral and obtaining post-petition financing;
(h) advise the Debtors in connection with any potential
acquisition or sale of assets;
(i) appear before the Bankruptcy Court and any appellate
courts to represent the interests of the Debtors' estates;
and
(j) perform all other necessary legal services for the Debtors
in connection with the prosecution of the Chapter 11
Cases, including: (i) analyzing the Debtors' leases and
contracts and the assumptions, rejections, or assignments
thereof; (ii) analyzing the validity of liens against the
Debtors; (iii) performing all other legal services
necessary or appropriate to effectuate the financial
restructuring of the Debtors; and (iv) advising the
Debtors on corporate governance, corporate and litigation
matters involving the Debtors and their subsidiaries.
Hughes Hubbard will be paid at these hourly rates:
Partners $850-$1,350
Counsels $725-$1,125
Associates $425-$800
Associates $210-$290
Hughes Hubbard holds a retainer in the amount of $15,947.55 as of
the Petition Date. During the 90-day period prior to the
commencement of the bankruptcy cases, Hughes Hubbard received from
the Debtors an aggregate amount of $200,000. Of the $200,000
received, Hughes Hubbard transferred $35,000 of this amount to
Young Conaway, and $15,000, for respective advance payment
retainers to these professionals.
Hughes Hubbard will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the firm
provided the following in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Hughes Hubbard represented Debtors in the days
prior to the Petition Date. There were no
adjustments in this period. During the prepetition
period, Hughes Hubbard invoiced the Debtors one
time. Hughes Hubbard's billing rates and material
financial terms with respect to this engagement
have not changed postpetition other than to comply
with the provisions of the Bankruptcy Code and
any Orders relating to the timing and payment of
compensation and reimbursement of expenses.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Debtors have approved Hughes Hubbard's
prospective budget and staffing plan for the period
through December 31, 2017. The Debtors and Hughes
Hubbard will work together to revise the budget and
staffing plan as needed.
Kathryn A. Coleman, partner of Hughes Hubbard & Reed LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Hughes Hubbard can be reached at:
Kathryn A. Coleman, Esq.
HUGHES HUBBARD & REED LLP
One Battery Park Plaza
New York, NY 10004
Tel: (212) 837-6000
About Exelco North America, Inc.
Belgium-based Exelco NV was founded by Leon and Lior Kunstler and
Jean Paul Tolkowsky in 1993. Tolkowsky is a scion of one of the
industry's most famous families, who made their name cutting the
biggest and most expensive gems. Exelco's diamond business is a
global enterprise and Exelco has operations in numerous foreign
countries including the United States, Belgium, Mauritius, Israel,
Botswana, Hong Kong, the United Kingdom, and Thailand.
Lior Kunstler and Jean Paul Tolkowsky each own 49% of Exelco NV.
Exelco North America, Inc., and three affiliates, including Exelco
NV, commenced Chapter 11 cases (Bankr. D. Del. Lead Case No.
17-12029) on Sept. 26, 2017.
In the Chapter 11 cases, the Debtors tapped Hughes Hubbard & Reed
LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP,
as local counsel; and Donlin, Recano & Co., Inc., as claims and
noticing agent.
Exelco NV estimated $10 million to $50 million in assets and $50
million to $100 million in debt. Exelco North Americfa, Inc.,
estimated $0 to $50,000 in assets and $1 million to $10 million in
debt.
EZRA HOLDINGS: Needs More Time to Evaluate Strategy & File Plan
---------------------------------------------------------------
Ezra Holdings Limited and its affiliated debtors request the U.S.
Bankruptcy Court for the Southern District of New York to further
extend by 120 days the Debtors' exclusive periods in which to file
a chapter 11 plan and solicit acceptance, to March 13, 2018, and
May 11, 2018, respectively.
The Court will hold a hearing on December 19, 2017, at 10:00 a.m.
to consider the Debtors' Motion for Further Extension of the
Exclusive Periods. Any responses or objections to the Debtors'
Motion must be filed and served no later than December 12.
The Debtors assert that the development of a chapter 11 plan
requires addressing the Debtors' complex capital structure and the
need to review and understand the Debtors' and their respective
affiliates' role in various exit strategy scenarios.
Ezra Holdings Limited is a holding company for a number of
operating subsidiaries and joint ventures, and Ezra's
reorganization is intrinsically tied to the value of those
entities. Each of Ezra's three largest subsidiaries has, is, or
will likely restructure. As both the owner of, service provider to,
and/or guarantor or co-borrower of the debts of these affiliates,
each of the Debtors' cases is closely related to the restructuring
of these non-debtor affiliates. Progress in restructuring these
non-debtor affiliates advances the resolution of these cases.
As of the Petition Date, one of the joint ventures (the "ECS
Debtors") had already commenced chapter 11 reorganization
proceedings in Texas. The ECS Debtors sold substantially all of
their assets to a third-party and confirmed a liquidating plan,
which became effective on June 29, 2017. Ezra's equity interests in
the ECS Debtors were eliminated through their plan, though Ezra may
still recover some amounts from the ECS Debtors' estates as a
creditor. The consummation of the ECS Debtors' plan crystalized or
eliminated substantial claims against the Debtors that arose from
guarantees of the ECS Debtors' obligations.
Additionally, the ECS Debtors and EMAS IT Solutions Pte. Ltd
("EMITS") agreed to a transition protocol whereby EMITS continues
to provide services to the ECS Debtors and their purchaser under
agreed upon terms.
Ezra's other two primary subsidiaries consist of Emas Offshore
Limited ("EOL") and Triyards Holding Limited. On August 31, 2017,
EOL commenced a restructuring proceeding before the High Court of
the Republic of Singapore. The EOL restructuring process remains in
its early stages, but its outcome will affect the value of Ezra's
interest in EOL. Progress in restructuring EOL provides additional
clarity to (a) better estimate claims against the Debtors arising
from the guarantee of EOL's indebtedness and (b) assets available
to satisfy claims purportedly secured by interests in EOL.
While Triyards has not commenced a formal restructuring, it also
faces challenges stemming from the financial condition of the
global oil and gas industry. Indeed, on September 6, 2017,
Triyards' Board of Directors announced it was experiencing
difficulty gaining access to new sources of liquidity and could
have a potential going concern issue. As a result, Triyards
voluntarily suspended trading of its shares and announced the
engagement of a financial advisor to develop a restructuring plan.
Ezra guaranteed certain of Triyards' obligations and has
purportedly pledged its interests in Triyards to certain
creditors.
The Debtors contend that the outcomes of both the EOL and Triyards
restructuring processes will impact the value of Ezra's assets and
thus its own restructuring options. As such, the Debtors assert
that analyzing and evaluating the fluid nature of these assets adds
complexity to Ezra's bankruptcy process, necessitating more time to
develop a viable chapter 11 plan.
The Debtors tell the Court that they continue to meet with
potential lenders and investors, but to date none of those
discussions resulted in a definitive offer. Given the ongoing
challenges facing the oil and gas industry and the challenges
facing EOL and Triyards, as well as the Debtors' business as a
service provider for other entities, The Debtors assert that this
process will continue but requires more time.
Going forward, the Debtors intend to maintain speed and efficiency
in these chapter 11 cases as they work to formulate a chapter 11
plan. However, the Debtors are mindful of the time required to
continue to evaluate their assets, explore potential interest from
investors, lenders and even acquirers, as well as to conduct an
analysis of claims filed.
Since Ezra's primary assets relate to its interests in its various
operating business divisions and are intimately tied to its
affiliates, the Debtors continue to evaluate all of these
components to maximize value for their various stakeholders, but
such an endeavor is inherently complex and time-consuming.
The Debtors contend that the Debtors' major subsidiaries separately
restructuring and the ongoing negotiations with Ezra's creditors
may only be preliminary until further clarity of the affiliate
restructurings becomes available. As such, the Debtors require
sufficient time to consider plan structure alternatives and the
financial implications of each so that the resulting plan serves
the best interests of the Debtors and their creditors.
About Ezra Holdings
Founded in 1992, Ezra Holdings Limited --
http://www.ezraholdings.com/-- is an offshore contractor and
provider of integrated offshore solutions to the global oil and gas
industry. Ezra is incorporated in Singapore with its registered
office at 15 Hoe Chiang Road #28-01 Tower Fifteen Singapore 089316.
Its shares were listed on the SGX Sesdaq on Aug. 8, 2003, and moved
to the Mainboard of the Singapore Exchange since Dec. 8, 2005. It
also issued certain notes (S$150,000,000 4.875% Notes due 2018
comprised in Series 003) which have been listed on the Singapore
Exchange since 2013.
Ezra established and maintains an office in the United States
located at 75 South Broadway, Fourth Floor, Office Number 489,
White Plains, New York 10601. Ezra also has a wholly owned New
York subsidiary, Ezra Holdings (NY) Inc., which was incorporated in
the United States of America with 200 shares at a nominal issue
price per share.
EMITS, a wholly owned subsidiary of Ezra, provides supporting
information technology services to each of the Ezra Group's
business divisions. Ezra Marine, another wholly owned subsidiary
of Ezra, has a leasehold interest in the marine base in Singapore
located at 51 Shipyard Road, Singapore 628139 and leases out the
base's facilities and provides various support services in
connection with the marine base to the Ezra Group's operating
entities.
Ezra Holdings and two affiliates -- Ezra Marine Services Pte. Ltd.
and EMAS IT Solutions Pte Ltd -- filed voluntary Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22405) on
March 18, 2017, before the Honorable Robert D. Drain.
Lawyers at Saul Ewing, led by Sharon L. Levine, Esq., serve as the
Debtors' Chapter 11 counsel. The Debtors tapped as general
Singapore counsel Drew & Napier LLC; and claims and noticing agent,
Prime Clerk LLC.
Ezra Holdings estimated $500 million to $1 billion in assets and
$100 million to $500 million in liabilities. The petitions were
signed by Tan Cher Liang, director.
The Ezra Group's joint venture, EMAS CHIYODA Subsea Limited, and
certain of its affiliate companies filed voluntary Chapter 11
petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27,
2017. ECS' wholly-owned subsidiary, EMAS-AMC AS, has also been
placed under members' voluntary liquidation in Norway.
Ezra guaranteed substantial charter hire liabilities of the ECS
Group, as well as certain loans owed by the ECS Group to financial
institutions, Ezra faces potentially significant contingent
liability if the creditors call on the guarantees.
Ezra received statutory demands from Svenska Handelsbanken AB
(Publ), Singapore Branch and Forland Subsea AS on Jan. 24, 2017,
and Feb. 6, 2017, respectively. These statutory demands have since
expired under Singapore law and these two creditors may commence
winding up applications against Ezra. Ezra also received a
statutory demand from VT Halter Marine, Inc. on March 9, 2017.
FLUX POWER: Squar Milner LLP Raises Going Concern Doubt
-------------------------------------------------------
Flux Power Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $4,435,000 on $902,000 of net revenue for the fiscal
year ended June 30, 2017, compared with a net loss of $4,571,000 on
$558,000 of net revenue in 2016.
Squar Milner LLP in San Diego, Calif., states that the Company has
incurred a significant accumulated deficit through June 30, 2017
and requires immediate additional financing to sustain its
operations. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.
The Company's balance sheet at June 30, 2017, showed $1.92 million
in total assets, $6.67 million in total liabilities, and a total
stockholders' deficit of $4.75 million.
A copy of the Form 10-K is available at:
https://is.gd/7A8wCK
About Flux Power
Headquartered in Vista, Calif., Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced lithium-ion batteries for
industrial uses, including UL 2771 Listed lithium-ion LiFT Pack
forklift batteries. The Company offers a high power battery cell
management system (BMS).
FORD MOTOR: Egan-Jones Cuts Sr. Unsecured Ratings to BB+
--------------------------------------------------------
Egan-Jones Ratings Company, on August 1, 2017, downgraded foreign
currency and local currency senior unsecured ratings on debt issued
by Ford Motor Co to BB+ from BBB-.
The Ford Motor Company is an American multinational automaker
headquartered in Dearborn, Michigan, a suburb of Detroit.
FRANKLY INC: Accumulated Losses Casts Going Concern Doubt
---------------------------------------------------------
Frankly Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $2.40 million on $6.49 million of total revenue for the
three months ended June 30, 2017, compared with a net loss of $1.44
million on $5.25 million of total revenue for the same period in
2016.
For the six months ended June 30, 2017, the Company listed a net
loss of $3.91 million on $12.85 million of total revenue, compared
with a net loss of $3.07 million on $10.47 million of total revenue
same period in the prior year.
At June 30, 2017, the Company had total assets of $30.72 million,
total liabilities of $22.80 million, and $7.91 million in total
stockholders' equity.
As of June 30, 2017, the Company has an accumulated deficit of
$57.6 million, representative of recurring losses since inception.
Additionally, the Company had not generated positive cash flow from
operations since inception, except in 2016. In the first half of
2017, the Company used cash in operations, and in the third quarter
of 2017 paid off its revolving credit facility with Silicon Valley
Bank. The Company will need additional financing in the near term
to continue operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
The Company expects that through the next 12 months, it will
require external funding to sustain operations and to follow
through on the execution of its business plan. The Company is
considering several strategic alternatives which may include
raising funds from strategic sources. The Company has retained the
corporate advisory services of Waller Capital Partners, an
independent investment bank and advisory firm, to explore and
evaluate strategic options. There can be no assurance that the
Company's plans will materialize and/or that it will be successful
in its efforts to obtain the funding to cover working capital
shortfalls.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/XKSMRk
About Frankly Inc.
Frankly Inc., formerly WB III Acquisition Corp., is a Canada-based
company engaged in providing a software platform for brands and
media companies to create, distribute, analyze and monetize their
content across all of their digital properties on Web, mobile and
television. The Company is a software-as-a-service (SaaS) provider
of content management and digital publishing software.
GENWORTH FINANCIAL: A.M. Best's bb- ICRs Still Under Review
-----------------------------------------------------------
A.M. Best has commented that the Long-Term Issuer Credit Ratings
(Long-Term ICR) of "bb-" of Genworth Financial, Inc. (Genworth)
[NYSE: GNW] and Genworth Holdings, Inc. (both domiciled in
Delaware), as well as their existing Long-Term Issue Credit Ratings
(Long-Term IR) will remain under review with negative implications
following the announcement that Genworth and China Oceanwide
Holdings Group Co., Ltd. (Oceanwide) have withdrawn their joint
voluntary notice with the Committee on Foreign Investment in the
United States (CFIUS). In addition, the Financial Strength Rating
(FSR) of B++ (Good) and the Long-Term ICR of "bbb" of Genworth Life
and Annuity Insurance Company (GLAIC) (Richmond, VA), and the FSRs
of B (Fair) and the Long-Term ICRs of "bb+" of Genworth Life
Insurance Company (Wilmington, DE) and Genworth Life Insurance
Company of New York (New York, NY) also will remain under review
with negative implications.
The announcement also highlights that the two companies intend to
refile the transaction at some point with additional mitigation
approaches, including working with a U.S. third-party provider.
This is the third time the parties have withdrawn their filing
seeking approval of Oceanwide's $2.7 billion acquisition of
Genworth. Separately, A.M. Best notes that Genworth received
approval from the Virginia State Corporation Commission, Bureau of
Insurance to proceed specifically with the proposed acquisition of
GLAIC this past month. While regulatory approvals remain
outstanding, the two companies remain committed to the
transaction.
A.M. Best notes that with all merger and acquisition transactions,
there is a fair amount of execution risk, including successfully
obtaining all necessary regulatory approvals. However, the ongoing
delays in the CFIUS process places continued uncertainty on the
potential successful timely execution of this transaction. A.M.
Best will continue to monitor the progress of the transaction
through ongoing discussions with management. In addition, A.M. Best
continues to evaluate the ongoing operating performance of each
rating unit under Genworth for any developments that may impact the
ratings, including third-quarter 2017 performance and the
completion of all assumption reviews.
In addition, in the event the acquisition by Oceanwide cannot be
completed, Genworth also announced it is looking at options to
address its May 2018 debt maturity of $600 million. These options
include a potential refinancing, current holding company cash, and
potential asset sales. A.M. Best also will monitor Genworth's
progress in securing a solution to address the May 2018 debt
maturity, and the impact it may have to the overall
creditworthiness of the company.
GIGA-TRONICS INC: Decides to Voluntarily Withdraw from NASDAQ
-------------------------------------------------------------
Giga-Tronics Incorporated notified the NASDAQ stock market of its
intention to withdraw its ongoing appeal of NASDAQ's determination
to delist the Company from NASDAQ for its failure to comply with
its bid price rule and its failure to comply with the required
minimum of either $2,500,000 in shareholders' equity, according to
a Form 8-K report filed by the Company with the Securities and
Exchange Commission.
The Board of Directors approved resolutions authorizing the Company
to initiate delisting from the Nasdaq Stock Market. The decision
to withdraw its listing from NASDAQ was taken following the
Company's review and consideration of several factors including the
likelihood of ongoing non-compliance with the NASDAQ listing
requirements. The Board of Directors determined that the Company
was unlikely to satisfy the requirements for a minimum share price
of $1.00 and a minimum shareholders' equity of $2,500,000 by the
deadline of Oct. 31, 2017, previously imposed by Nasdaq panel and
that an orderly transition to the OTCQB is in the best interests of
the Company and its shareholders.
"We expect that our common stock will trade on the OTCQB Market
beginning on or around October 30, 2017 under the ticker symbol
GIGA. Participation in the OTCQB Market requires completion of an
application process, which includes satisfying eligibility
standards and financial metrics. We submitted our application on
October 23, 2017," the Company stated.
Giga-tronics Inc. will remain a public company following the
delisting and its shares will continue to trade publicly. The
Company will continue to make SEC filings on Forms 10-K, 10-Q and
8-K, and it will remain subject to the SEC rules and regulations
applicable to reporting companies under the Exchange Act. The
Company will maintain an independent Board of Directors with an
independent Audit Committee and provide annual financial statements
audited by a Public Company Accounting Oversight Board (PCAOB)
auditor and unaudited interim financial reports, prepared in
accordance with U.S. generally accepted accounting principles
(GAAP).
About Giga-tronics
Headquartered in Dublin, California, Giga-tronics Incorporated
(NASDAG:GIGA) produces electronic warfare instruments used in the
defense industry and YIG RADAR filters used in fighter jet
aircraft. It designs, manufactures and markets the new Advanced
Signal Generator (ASG) for the electronic warfare market, and
switching systems that are used in automatic testing systems
primarily in aerospace, defense and telecommunications.
Giga-tronics reported a net loss of $1.54 million on $16.26 million
of net sales for the year ended March 25, 2017, compared to a net
loss of $4.10 million on $14.59 million of net sales for the year
ended March 26, 2016. As of June 24, 2017, Giga-tronics had $9.06
million in total assets, $8.39 million in total liabilities and
$668,000 in total shareholders' equity.
The Company incurred net losses of $1.3 million and $102,000 in the
first quarter of fiscal 2018 and fiscal 2017, respectively. These
losses have contributed to an accumulated deficit of $26.8 million
as of June 24, 2017. The Company used cash flow in operations
totaling $1.1 million and $589,000 in the first quarter of fiscal
2018 and 2017, respectively.
The Company has experienced delays in the development of features,
receipt of orders, and shipments for the new Advanced Signal
Generator. These delays have contributed, in part to a decrease in
working capital. The new ASG product has shipped to several
customers, but potential delays in the development of features,
longer than anticipated sales cycles, or uncertainty as to the
Company's ability to efficiently manufacture the ASG, could
significantly contribute to additional future losses and decreases
in working capital.
To help fund operations, the Company relies on advances under the
line of credit with Bridge Bank which expires on May 6, 2019. The
agreement includes a subjective acceleration clause, which allows
for amounts due under the facility to become immediately due in the
event of a material adverse change in the Company's business
condition (financial or otherwise), operations, properties or
prospects, or ability to repay the credit based on the lender's
judgement. As of June 24, 2017, the line of credit had a balance
of $582,000.
The Company said these matters raise substantial doubt as to its
ability to continue as a going concern.
GRAFTECH INTERNATIONAL: Incurs $3.91-Mil. Net Loss in 3rd Quarter
-----------------------------------------------------------------
Graftech International Ltd. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.91 million on $137.24 million of net sales for the three
months ended Sept. 30, 2017, compared to a net loss of $22.96
million on $111.59 million of net sales for the three months ended
Sept. 30, 2016.
For the nine months ended Sept. 30, 2017, Graftech reported a net
loss of $47.64 million on $358.29 million of net sales compared to
a net loss of $187.74 million on $322.53 million of net sales for
the nine months ended Sept. 30, 2016.
As of Sept. 30, 2017, Graftech had $1.12 billion in total assets,
$569.12 million in total liabilities and $550.88 million in total
stockholders' equity.
"We believe that we have adequate liquidity to meet our needs. As
of September 30, 2017, we had cash and cash equivalents of $16.4
million, long-term debt of $320.4 million, short-term debt of $13.3
million and stockholder's equity of $551 million."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Jx9pv6
About Graftech International
Headquartered in Independence, Ohio, Graftech International Ltd. --
http://www.graftech.com-- is a manufacturer of a broad range of
high quality graphite electrodes, products essential to the
production of electric arc furnace steel and various other ferrous
and nonferrous metals.
Graftech reported a net loss of $235.8 million on $437.9 million of
net sales for the year ended Dec 31, 2016.
Graftech had a net loss of $33.5 million on $193.1 million of net
sales for the period Aug. 15, 2015, through Dec. 31, 2015, and its
predecessor had a net loss of $120.6 million on $339.9 million of
revenue for Jan. 1 to Aug. 14, 2015.
* * *
In December 2016, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on GrafTech International Ltd. At the same time, S&P
revised its rating outlook on the company to stable from negative.
Graftech carries a 'Caa1' corporate family rating from Moody's
Investors Service.
GREEN VISION: Requires More Cash to Continue as a Going Concern
---------------------------------------------------------------
Green Vision Biotechnology Corp. filed its quarterly report on Form
10-Q, disclosing a net loss of $251,108 on $41,945 of revenues for
the three months ended June 30, 2017, compared with a net loss of
$187,477 on $464,832 of revenues for the same period in 2016.
For the six months ended June 30, 2017, the Company listed a net
loss of $448,072 on $104,854 of revenues, compared with a net loss
of $357,404 on $1,111,573 of revenues same period in the prior
year.
At June 30, 2017, the Company had total assets of $6.51 million,
total liabilities of $10.38 million, and $3.87 million in total
stockholders' deficit.
As of June 30, 2017 and December 31, 2016, the Company has an
accumulated deficits of $3,648,022 and $3,199,950 respectively, and
its current liabilities exceed its current assets resulting in
negative working capital of $7,846,556 and $7,333,603 respectively.
In view of the matters described, recoverability of a major
portion of the recorded asset amounts and realization of the
portion of current liabilities into revenue shown in the
accompanying balance sheets are dependent upon continued operations
of the Company, which in turn are dependent upon the Company's
ability to raise additional financing and to succeed in its future
operations. The Company may need additional cash resources to
operate during the upcoming 12 months, and the continuation of the
Company may be dependent upon the continuing financial support of
investors and/or stockholders of the Company. However, there is no
assurance that equity or debt offerings will be successful in
raising sufficient funds to assure the eventual profitability of
the Company.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/wu8ci8
About Green Vision
Tempe, Ariz.-based Green Vision Biotechnology Corp., formerly Vibe
Wireless Corp., is a shell company. The Company is focused in the
process of exploring business opportunities. The Company focuses
on identifying business opportunities to either develop and market
products and services, enter into strategic alliances and
relationships, or acquire existing companies or assets in selected
markets.
GREENWAY HEALTH: S&P Raises CCR to 'B' Amid Improved Debt Leverage
------------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Greenway
Health LLC to 'B' from 'B-'. The outlook is stable.
S&P said, "At the same time, we raised our rating on the company's
first-lien term loan and revolver to 'B' from 'B-'. The '3'
recovery rating reflects our expectations of meaningful (50%-70%;
rounded estimate: 50%) recovery in default.
The upgrade reflects the improvement in Greenway's adjusted debt
leverage and cash-flow measures following a cost-savings initiative
implemented in fiscal 2016, coupled with its transition to a SaaS
(software as a service) business model from a license one. S&P
said, "We expect EBITDA margins in the low-30% range for 2017, up
from about 25% in 2016, with operating cash flows improving to
above $30 million per year. We believe that Greenway, which
operates in a highly fragmented industry, will sustain its leverage
and cash-flow profiles by focusing on organic growth and forgoing
major leveraged acquisitions over the next couple of years."
S&P said, "The stable outlook reflects our view that Greenway will
maintain strong customer renewal rates and stable revenues with
consistent EBITDA margins and positive free operating cash flow
(FOCF).
"We could lower the rating if the company experiences difficulties
in customer retention or monetizing its SaaS offerings,
experiencing a material decline in revenue and EBITDA margins. We
could also lower the rating if the company implements aggressive
financial policies, including large debt-financed acquisitions,
causing leverage to increase significantly and thereby reducing
FOCF to less than $15 million.
"We view another upgrade as unlikely over the next 12 months, given
Greenway's highly leveraged financial risk profile and niche market
focus as well as our expectation that its financial sponsor
ownership is unlikely to maintain leverage below 5x on a sustained
basis."
GUIDED THERAPEUTICS: Inks $53K Financing Agreement with Power Up
----------------------------------------------------------------
Guided Therapeutics, Inc., entered into a securities purchase
agreement with Power Up Lending Group Ltd., providing for the
purchase by Power Up from the Company of a convertible note in the
aggregate principal amount of $53,000. The note bears an interest
rate of 12%, and is due and payable on July 20, 2018. The note may
be converted by Power Up at any time after 180 days from issuance
into shares of Company's common stock at a conversion price equal
to 58% of the average of the lowest two day trading prices of the
common stock during the 15 trading days prior to conversion.
The note may be prepaid in accordance with its terms, at premiums
ranging from 15% to 40%, depending on the time of prepayment. The
note contains certain representations, warranties, covenants and
events of default, including if the Company is delinquent in its
periodic report filings with the SEC, and provides for increases in
principal and interest in the event of those defaults.
About Guided Therapeutics
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) --
http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer. The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease. Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately. GT has
also entered into a partnership with Konica Minolta Opto to develop
a non-invasive test for Barrett's Esophagus using the LightTouch
technology platform.
Guided Therapeutics incurred a net loss attributable to common
stockholders of $4.99 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to common stockholders of $9.50
million for the year ended Dec. 31, 2015.
As of June 30, 2017, Guided Therapeutics had $1.51 million in total
assets, $11.85 million in total liabilities, and a total
stockholders' deficit of $10.34 million.
UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern.
HAIMARK LINE: Court Confirms Plan of Liquidation
------------------------------------------------
The Hon. Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for
the District of Colorado has confirmed Haimark Line, Ltd.'s Chapter
11 plan of liquidation.
Pursuant to the Plan, on the Effective Date, all property, assets,
and rights of the Debtor will remain vested in the Estate, or vest
in the Estate, as the case may be, until entry of the final decree
in this case and will be free and clear of all claims and interests
of creditors and equity security holders, except as expressly
provided in the Plan. Pursuant to and subject to the terms of the
Plan, on the Effective Date, all of the powers and duties of the
Debtor will vest in the Plan Administrator.
The deadline for filing an Administrative Expense Claim (other than
post-petition operating expenses or professional fees) will be 28
days after the Effective Date. All professionals seeking payment
of professional fees or reimbursement of expenses incurred through
and including the Effective Date under Section 503(b)(2), (3), (4)
or (5) of the Bankruptcy Code must file their respective final
applications on or before the date that is 45 days after the
Effective Date. The professional fees will be paid from cash on
hand by the Plan Administrator.
As reported by the Troubled Company Reporter on March 21, 2017, the
Debtor filed with the Court a second amended disclosure statement
dated March 8, 2017, for the Debtor's first amended Chapter 11 plan
of liquidation, which states that holders of the impaired Class 3
General Unsecured Claims recover 25-40%. Each holder of an Allowed
Class 3 Claim will receive, in full and final satisfaction of
allowed claim, and subject to Section 5.03(b) below, its pro rata
share of cash held by the Estate after (i) payment on account of
claims specified in Article III of the Plan, (ii) payment on
account of allowed claims in Class 1 and Class 2, and (iii)
satisfaction of and reservation for any remaining expenses of the
Estates, including any Professional Fees and Post Effective Date
Fees and Expenses.
About Haimark Line
Haimark Line Ltd. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 15-22180) in Denver on
Oct. 30, 2015. The petition was signed by Marcus Leskovar,
managing partner.
The case is assigned to Judge Sidney B. Brooks. The Debtor is
represented by Brownstein Hyatt Farber Schreck, LLP.
The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.
On Dec. 20, 2016, the Debtor filed a Chapter 11 plan of
liquidation, which proposes to pay general unsecured creditors 40%
to 60% of the total amount of their claims allowed by the Court.
HARDROCK HDD: Patrick Horizontal Taps Crownover as Broker
---------------------------------------------------------
An affiliate of HardRock HDD, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to hire a
broker in connection with the sale of its Michigan property.
Patrick Horizontal Drilling, LLC proposes to employ Crownover
Realty LLC to sell its 14-acre residential property located at 7540
Napoleon Road, Leoni Township, Jackson County.
The firm, which operates under the name Re/Max Mid-Michigan Real
Estate, will be paid a 5% commission upon the sale of the
property.
Sharon Norton, a real estate agent with Crownover, disclosed in a
court filing that she and her firm are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sharon Norton
Crownover Realty, LLC
2300 West Michigan Avenue
Jackson, MI 49202
About Hardrock HDD
Hardrock HDD, Inc. is a privately held utility contractor based in
Jackson, Michigan.
HardRock HDD and its affiliates Patrick Leasing, L.L.C. and Patrick
Horizontal Drilling, L.L.C. (Bankr. E.D. Mich. Case No. 17-46425)
filed for Chapter 11 bankruptcy protection on April 28, 2017. The
petitions were signed by Jeffery Patrick, its authorized agent.
HardRock HDD disclosed that it had estimated assets and liabilities
of $1 million to $10 million. Patrick Leasing had estimated assets
of less than $1 million and liabilities of $1 million to $10
million. Patrick Horizontal had estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Phillip J. Shefferly presides over the cases. Thomas R.
Morris, Esq., at Silverman & Morris, P.L.L.C. is the Debtors'
bankruptcy counsel. The Debtors hired Willis & Jurasek, P.C. as
its accountant; and Fordney & Coffey and Herrig & Vogt, LLP as
special counsel.
On October 12, 2017, the Debtors filed a joint Chapter 11 plan of
reorganization.
HARTFORD FINANCIAL: Egan-Jones Cuts Sr. Unsec. Ratings to BB+
-------------------------------------------------------------
Egan-Jones Ratings Company, on August 3, 2017, lowered the foreign
currency and local currency senior unsecured ratings on debt issued
by The Hartford Financial Services Group Inc. to BB+ from BBB.
The Hartford Financial Services Group, Inc., usually known as The
Hartford, is a United States-based investment and insurance
company.
HELIOS AND MATHESON: Deregisters 3.48 Million Common Shares
-----------------------------------------------------------
Helios and Matheson Analytics Inc. filed a post-effective amendment
No. 1 to its registration statement on Form S-3 (333-215313) which
was previously filed with the Securities and Exchange Commission on
Dec. 23, 2016, amended on Jan. 11, 2017 and Jan. 12, 2017, and
declared effective on Jan. 13, 2017. The Company amended the
Registration Statement to deregister any remaining securities
registered and unsold under the Registration Statement. The
securities are being removed from registration because the
securities are no longer being offered or sold by the selling
security holder due to the fact that the Senior Secured Convertible
Notes issued on Dec. 2, 2016, by the Company to the selling
security holder were satisfied in full as of Sept. 20, 2017, by the
conversion of principal and interest into an aggregate of 1,926,431
shares of the Company's common stock, the payment of $126,557 in
interest in cash and the issuance to the selling security holder of
a new senior convertible note issued by the Company on Sept. 20,
2017, in the initial aggregate principal amount of $697,000 in
exchange for December Notes with an aggregate principal amount of
$10,000 remaining outstanding on that date. Accordingly, the
Post-Effective amendment removes from registration 1,999,862 of the
shares of Common Stock that the Company registered pursuant to the
Registration Statement, because the selling security holder will
not acquire those securities and therefore will not offer or sell
those securities.
Separately, the Company filed a post-effective amendment No. 1 to
its registration statement on Form S-3 (333-216569) which was
previously filed with the SEC on March 9, 2017, amended on
April 20, 2017 and declared effective on April 26, 2017.
The Company amended the Registration Statement to deregister any
remaining securities registered and unsold under the Registration
Statement. The securities are being removed from registration
because the securities are no longer being offered or sold by the
selling security holder due to the fact that the Senior Secured
Convertible Notes issued on Feb. 8, 2017 by the Company to the
selling security holder were satisfied in full as of Aug. 28, 2017
by the conversion of principal and interest into an aggregate of
1,852,886 shares of the Company's common stock and the payment in
cash of $125,190 in interest. Accordingly, the Post-Effective
Amendment removes from registration 1,479,189 of the shares of
Common Stock that the Company registered pursuant to the
Registration Statement, because the selling security holder will
not acquire those securities and therefore will not offer or sell
those securities.
About Helios and Matheson
Since 1983, Helios and Matheson Analytics Inc. (NASDAQ:HMNY) --
http://www.hmny.com/-- has provided information technology
services and solutions to Fortune 1000 companies and other large
organizations. The Company offers its clients an enhanced suite of
services of predictive analytics with technology at its foundation
enriched by data science. The Company is headquartered in New York
City and has an office in Bangalore India.
Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, compared to a net loss of $2.11 million
for the year ended Dec. 31, 2015.
As of June 30, 2017, Helios and Matheson had $12.75 million in
total assets, $2.06 million in total liabilities and $10.68 million
in total shareholders' equity.
For the six months ended June 30, 2017, net cash provided by
financing activities was $3.9 million as compared to $0 for the six
months ended June 30, 2016. In management's opinion, there is
substantial doubt about the Company's ability to continue as a
going concern through one year after the issuance of the
accompanying financial statements. Management has evaluated the
significance of the conditions in relation to the Company's ability
to meet its obligations and concluded that without additional
funding the Company will not have sufficient funds to meet its
obligations within one year from the date of the condensed
consolidated financial statements were issued. While management
continues to plan on raising additional capital from investors to
meet operating cash requirements, there is no assurance that
management's plans will be successful.
HELIOS AND MATHESON: MoviePass Subscriber Growth Tops Projections
-----------------------------------------------------------------
Helios and Matheson Analytics Inc. announced that MoviePass Inc.,
the movie theater subscription service that HMNY has agreed to buy
a majority stake in, has surpassed over 600,000 paying monthly
subscribers as of Oct. 18, 2017, up from approximately 20,000 as of
Aug. 14, 2017, the day before MoviePass announced its new $9.95 per
month subscription price. The continued growth trajectory exceeded
MoviePass' initial projections, and now MoviePass projects that it
will acquire at least 3.1 million additional paying subscribers
through Aug. 18, 2018, exceeding its previous estimate of 2.5
million subscribers. HMNY also announced that MoviePass had a
subscriber churn rate of 4.2% for month 1 and 2.4% for month 2
after announcing its new $9.95 per month subscription price. Based
on current churn rates, monthly subscriber retention is above 96%
and average paying monthly subscriber life expectancy is 46.8
months.
"Month after month we aim to improve our service with faster card
delivery, improved application updates, and an easier-to-use web
site. We believe our strategy is paying off in terms of increased
satisfaction, reduced churn, and faster growth," said Mitch Lowe,
CEO of MoviePass. "I believe our ongoing investments in customer
experience, usability and convenience have steadily improved
customer satisfaction and retention."
Following HMNY's purchase of a majority stake in MoviePass, which
remains subject to the approval of HMNY's stockholders, HMNY plans
to further integrate its data analytics capabilities with the
MoviePass service to analyze moviegoer's behaviors and preferences,
with the goal of helping the film industry better understand what
audiences want. With HMNY's capabilities, HMNY believes that
MoviePass can bridge an intelligence gap for the movie theater
industry so the entire film ecosystem can better serve audiences in
areas ranging from production to advertising.
"When you apply computer science and machine learning to an
industry that we believe has lacked significant innovation, useful
patterns start to emerge," said Ted Farnsworth, chairman and CEO of
HMNY. "More subscribers mean more data. Together, I believe HMNY
and MoviePass can offer important analytics to movie studios and
exhibitors while serving the interests of moviegoers in the
process."
About MoviePass
MoviePass is a technology company dedicated to enhancing the
exploration of cinema. As the nation's premier movie-theater
subscription service, MoviePass provides film enthusiasts with a
variety of subscription options to enhance their movie-going
experience. The service, now accepted at more than 91% of theaters
across the United States. Visit: www.moviepass.com.
About Helios and Matheson
Since 1983, Helios and Matheson Analytics Inc. (NASDAQ:HMNY) --
http://www.hmny.com/-- has provided information technology
services and solutions to Fortune 1000 companies and other large
organizations. The Company offers its clients an enhanced suite of
services of predictive analytics with technology at its foundation
enriched by data science. The Company is headquartered in New York
City and has an office in Bangalore India.
Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, compared to a net loss of $2.11 million
for the year ended Dec. 31, 2015. As of June 30, 2017, Helios and
Matheson had $12.75 million in total assets, $2.06 million in total
liabilities and $10.68 million in total shareholders' equity.
For the six months ended June 30, 2017, net cash provided by
financing activities was $3.9 million as compared to $0 for the six
months ended June 30, 2016. In management's opinion, there is
substantial doubt about the Company's ability to continue as a
going concern through one year after the issuance of the
accompanying financial statements. Management has evaluated the
significance of the conditions in relation to the Company's ability
to meet its obligations and concluded that without additional
funding the Company will not have sufficient funds to meet its
obligations within one year from the date of the condensed
consolidated financial statements were issued. While management
continues to plan on raising additional capital from investors to
meet operating cash requirements, there is no assurance that
management's plans will be successful.
HILTON WORLDWIDE: S&P Alters Outlook Stable & Affirms 'BB+' CCR
---------------------------------------------------------------
S&P Global Ratings revised its rating outlook on McLean, Va.-based
Hilton Worldwide Holdings Inc. to stable from positive. At the same
time, S&P affirmed all ratings on the company, including the 'BB+'
corporate credit rating.
S&P said, "The outlook revision reflects our belief that Hilton's
policy goal to keep its measure of net debt to EBITDA between 3x
and 3.5x will not translate into our measure of adjusted leverage
staying below our 4x upgrade threshold over the volatile lodging
cycle. Hilton calculated its net debt to EBITDA at 3.1x as of Sept.
30, 2017, pro forma for the spin-offs of its real estate and
timeshare businesses, which is at the low end of the company's
desired policy range.
"This ratio differs from our measure by around 0.5x-0.75x,
primarily due to our addition of operating lease and pension debt
adjustments, our inclusion of certain restructuring charges in
EBITDA, and the partial netting of unrestricted cash balances.
Hilton has not changed its 3x-3.5x policy range since it was set by
the company in 2016, we believe the company's business risk and
cash flow profile have strengthened since the real estate and
timeshare spin-offs in January 2017, and our current base-case
forecast for our measure of adjusted leverage is just below our 4x
upgrade threshold through 2018. However, a ratings upgrade is
unlikely--at least over the next year–-because we are no longer
confident that Hilton will stay at the low end of its policy range
while revenue per available room (RevPAR) is growing, in order to
accommodate leverage deterioration in an economic downturn. As a
result, when we add our risk adjustments to Hilton's measure of its
leverage, we believe adjusted leverage could be above 4x from time
to time, possibly even when the economy and the lodging sector are
growing, to finance investments or to return capital to
shareholders.
"The stable outlook reflects our expectation for a continued good
global lodging operating environment through 2018 and that Hilton
has a significant cushion in credit measures compared to our 5x
adjusted debt to EBITDA and 12% FFO to adjusted debt downgrade
thresholds.
"Under our current base-case forecast Hilton has significant
cushion in credit measures compared to our downgrade thresholds
through 2018. However, we could lower the ratings one notch in the
event that Hilton's operating performance significantly
underperforms our expectations and if we believed total adjusted
debt to EBITDA would remain above 5x and FFO to debt below 12%.
While unlikely through 2018, this could occur in the event of an
unexpected global economic downturn that meaningfully impairs
RevPAR and EBITDA.
"We could raise the rating one notch if Hilton can sustain adjusted
debt to EBITDA below 4x and FFO to debt above 20% over the highly
volatile lodging cycle, provided we are confident Hilton's policy
goal of its measure of net debt to EBITDA between 3x and 3.5x
translates into adjusted leverage measures inside our upgrade
thresholds."
HKD TREATMENT OPTIONS: Hires Dennis and Associates as Accountant
----------------------------------------------------------------
HKD Treatment Options, P.C., seeks authority from the U.S.
Bankruptcy Court for the District of Massachusetts to employ Dennis
and Associates, as accountant to the Debtor.
HKD Treatment Options requires Dennis and Associates to:
a. assist with the preparation and review of the Debtor's
Schedules and Statement of Financial Affairs;
b. prepare, review and analyze cash-flow projections and
budget to actual monitoring of the Debtor's activity;
c. assist with negotiating with creditors, including secured
creditors and cash collateral and DIP financing;
d. assist with regard to accounting and accounting system
matters;
e. assist with plan matters including, but not limited to,
negotiating plan terms, liquidation analysis, valuation
and feasibility analysis;
f. assist with preparation, review, and analysis of Monthly
Operating Reports;
g. assist with the preparation and review of federal and state
income tax, payroll tax, and sales and meals tax returns;
h. assist in reviewing, reconciling, analyzing and, if
necessary, objecting to proofs of claim;
i. assist in valuation and insolvency analyses and other
litigation issues and, if necessary, expert report
preparation and testimony;
j. report and respond to the U.S. Trustee's office; and
k. provide other services as directed by the Court, the
Debtor's Counsel and the U.S. Trustee's Office.
Dennis and Associates will be paid at these hourly rates:
Jeffrey M. Dennis $275
Tax Compliance Staff $150
Bookkeepers $90
Clerical Staff $75
Dennis and Associates will be paid a retainer in the amount of
$10,000.
Dennis and Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jeffrey M. Dennis, partner of Dennis and Associates, 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.
Jeffrey M. Dennis can be reached at:
Jeffrey M. Dennis
DENNIS AND ASSOCIATES
210 Washington Street
Woburn, MA 01801
Tel: (781) 935-2143
About HKD Treatment Options, P.C.
HKD Treatment Options -- http://www.hkdtreatmentoptions.com/--
provides behavioral health counseling and treatment plans to help
patients recover from alcohol and drug addiction. The Company's
Alcohol Dependence program provides a medically supervised process
of assisting patients safely go through alcohol withdrawal. After
the outpatient alcohol detox is complete, patients have the choice
of receiving a medications to coincide with counseling. The
Company's Opioid Dependence program offers the choice of either
suboxone or vivitrol for addictions to heroin or prescription
drugs. Both suboxone and vivitrol have the best outcomes when used
in combination with counseling.
HKD Treatment Options, P.C., based in Lowell, MA, filed a Chapter
11 petition (Bankr. D. Mass. Case No. 17-41895) on October 20,
2017. The Hon. Elizabeth D. Katz presides over the case. Richard A.
Mestone, Esq., at Mestone & Associates, LLC, serves as bankruptcy
counsel.
In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Hung K. Do, president and director.
ILD CORP: Hires Baker & Hostetler as Bankruptcy Counsel
-------------------------------------------------------
ILD Corp., and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Baker
& Hostetler LLP, as counsel to the Debtors.
ILD Corp. requires Baker & Hostetler to:
a. advise as to the Debtors' rights and duties in the
bankruptcy case;
b. prepare pleadings related to the bankruptcy case, including
a disclosure statement and a plan of reorganization;
c. negotiate with creditors in the bankruptcy case with
respect to treatment under the Plan of Reorganization;
d. solicit acceptances for the Disclosure Statement and a
Plan of Reorganization; and
e. take any and all other necessary action incident to the
proper preservation and administration of the estates.
Baker & Hostetler will be paid based upon its normal and usual
hourly billing rates.
Prior to the petition date, the Debtors paid Baker & Hostetler and
advance fee of $150,000. As of September 29, 2017, after deducting
the pre-petition fees and filing fees, the remaining balance is
$74,733.
Baker & Hostetler will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jimmy D. Parrish, partner of Baker & Hostetler, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Baker & Hostetler can be reached at:
Jimmy D. Parrish, Esq.
BAKER & HOSTETLER, LLP
200 S. Orange Avenue, Suite 2300
Orlando, FL 32801
Tel: (407) 649-4000
Fax: (407) 841-0168
E-mail: jparrish@bakerlaw.com
About ILD Corp.
Founded in 1996, ILD Corp., formerly ILD Telecommunications, Inc.
-- http://www.ildteleservices.com-- is a payment processor for
online transactions between merchants and consumers of digital
goods and communications services. Through contractual
relationships with telecommunications companies, including AT&T and
Verizon, ILD enables approved merchants the ability to offer their
customers the option of billing products and services directly to a
home or business phone bill, providing a safer payment method for
consumers and expanding the potential customer base for
businesses.
Headquartered in Ponte Vedra, Florida, ILD has agreements with
virtually all local phone companies in North America, reaching in
excess of 150 million consumers and businesses across the
continent. ILD's customers include more than 200 service providers
including EarthLink, LiveDeal, Eversites, Juno, NetZero, People PC
and Privacy Guard.
ILD Corp. and its affiliates (Bankr. M.D. Fla. Lead Case No.
17-03506) filed for Chapter 11 bankruptcy protection on Sept. 29,
2017. The petitions were signed by Edward H. Brooks, executive
vice-president, chief financial officer. ILD Corp. estimated its
assets at between $1 million and $10 million and its liabilities at
between $10 million and $50 million.
Judge Paul M. Glenn presides over the case.
Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, serves as the
Debtors' bankruptcy counsel.
IMPALA PRIVATE: Moody's Assigns B3 CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
("CFR") and a B3-PD Probability of Default Rating (PDR) to Impala
Private Holdings II, LLC in connection with Siris Capital Group,
LLC's ("Siris") proposed acquisition of Intralinks Holdings, Inc.
Concurrently, Moody's assigned a B2 rating to the proposed $50
million senior secured first lien revolving credit facility, a B2
rating to the proposed $450 million senior secured first lien term
loan, and a Caa2 rating to the proposed $150 million senior secured
second lien term loan. The ratings outlook is stable.
The new loans are being issued as part of a transaction whereby
investment funds affiliated with Siris are acquiring 100% of the
common stock of Intralinks Holdings, Inc. from Synchronoss
Technologies, Inc. ("Synchronoss", B1 rating on review for
downgrade) in a transaction valued at approximately $1 billion. In
addition to the credit facilities, the Sponsor is investing
approximately $435 million of new cash equity. Following the
completion of the proposed transaction, the new debt issued by
Impala Private Holdings II, LLC will be assumed by Intralinks, Inc.
(a wholly owned subsidiary of Intralinks Holdings). Impala Private
Holdings II, LLC, Intralinks Holdings, Inc. and Intralinks, Inc.
will be collectively referred to herein as "Intralinks".
Moody's assigned the following ratings to Impala Private Holdings
II, LLC (to be assumed by Intralinks, Inc.)
-- Corporate Family Rating at B3
-- Probability of Default Rating at B3-PD
-- Proposed $50 million senior secured first lien revolving
credit facility due 2022 at B2 (LGD3)
-- Proposed $450 million senior secured first lien term loan due
2024 at B2 (LGD3)
-- Proposed $150 million senior secured second lien term loan due
2025 at Caa2 (LGD5)
-- Outlook at Stable
The assignment of ratings remain subject to Moody's review of the
final terms and conditions of the proposed financing. Following
consummation of the acquisition and the assumption of the new debt
by Intralinks, Inc. all ratings at Impala Private Holdings II, LLC
will be withdrawn and the same ratings assigned at Intralinks,
Inc.
RATINGS RATIONALE
The B3 CFR reflects the company's high pro forma debt-to-EBITDA
leverage, estimated in the low 6.0 times range (Moody's adjusted
and incorporating all actioned cost reduction initiatives) as of
September 30, 2017, modest size relative to its peers, and high
concentration of revenues in the financial services segment. The
company operates in a fragmented and highly competitive environment
with low barriers to entry and increasing susceptibility to
evolving changes in technology. Moody's assesses the company's
overall business risk to be high, characterized by recent shift in
strategy to re-focus on core financial services market, uncertainty
with respect to new product offerings designed to meet growth
targets, and significant exposure to the volatile M&A segment
within the financial services market. Given uncertainty as to M&A
volumes in 2018, Moody's expects the company to generate modest
revenue and earnings growth over the next 12-18 months, with
debt-to-EBITDA leverage to remain above 6.0 times. The rating also
reflects the risk of potential aggressive financial policies under
private equity ownership.
Despite its small revenue base and high leverage, the rating is
supported by the company's leading position and long operating
history as a provider of secure online workspaces with a good
reputation for product reliability and security, as well as
geographic revenue diversification. Furthermore, Intralinks' track
record of high renewal rates and strong re-occuring sales generated
by repeat business from financial services clients as well as
Moody's expectation for profitability and cash flow generation
improvement in 2018 also provide support for the rating.
The stable rating outlook reflects Moody's view that the company
will successfully manage the transition from its current status as
a subsidiary of Synchronoss to a stand-alone company with
separation costs that are in line with Moody's expectation. Moody's
also expects Intralinks to achieve its cost savings goals while
maintaining stable revenues, improve profitability and generate
free cash flow of at least $40 million over the year following the
close of the acquisition.
The B2 rating assigned to Intralinks' first lien credit facility
(revolver and term loan), one notch above the company's B3 CFR,
reflects their senior position in the capital structure relative to
the second lien term loan. The first lien credit facility is
secured by a first priority lien on substantially all assets of the
borrower. The Caa2 rating on the second lien term loan, two notches
below the company's B3 CFR, reflects lien subordination to the
first lien term loan. The second lien term loan is secured by a
second priority lien on all assets of the borrower. The revolver,
first and second lien term loan will be supported by guarantees
from Intralinks Holdings, Inc., an intermediate holding company,
and all material wholly-owned domestic restricted subsidiaries.
Moody's expects Intralinks to maintain good liquidity over the next
12-15 months. Sources of liquidity include a cash balance of $20
million at the close of the transaction, access to funds under the
new $50 million revolving credit facility (undrawn at closing), an
no financial maintenance covenants in the first and second lien
term loan facilities. Moody's expects balance sheet cash and cash
flow from operations to be more than sufficient to cover working
capital needs and capital expenditures over the next twelve months.
The revolver is expected to have a springing net first lien
leverage ratio (to be determined) if more than 30% of the revolver
is drawn. The company is not expected to utilize the revolver
materially during the next 12-15 months and is expected to remain
well in compliance with the springing net first lien secured
leverage covenant.
Moody's could upgrade Intralinks' ratings if the company builds a
track record of sustained organic revenue growth and margin
expansion while sustaining debt-to-EBITDA (Moody's adjusted) below
5.5 times and free cash flow to debt in the mid-to-high single
digits.
The ratings could be downgraded if the company experiences a
material weakening in revenue and earnings, or a deterioration in
liquidity. Additionally, implementation of more aggressive
financial policies, such as debt-financed dividends or large
debt-funded acquisitions that raise financial and execution risks,
could pressure the ratings.
Intralinks, Inc. is a leading provider of Software-as-a-Service
("Saas") online workspaces that enable businesses to securely
collaborate, communicate and exchange information inside and
outside the enterprise security firewalls. Following the completion
of the acquisition, Intralinks will be majority owned by affiliates
of Siris Capital Group, LLC. The company generated approximately
$300 million in gross revenues for the twelve months ended
September 30, 2017.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
INFINERA CORP: Egan-Jones Cuts Sr. Unsecured Ratings to B+
----------------------------------------------------------
Egan-Jones Ratings Company, on August 17, 2017, downgraded the
local currency senior unsecured ratings on debt issued by Infinera
Corp. to B+ from BBB-. The Company's foreign currency senior
unsecured debt rating is also raised to B+ from BBB.
Headquartered in Sunnyvale, California, Infinera Corporation sells
data communications equipment to network operators building the
global infrastructure that underpins the Internet. The company's
systems can send large amounts of data on optical fiber cables.
INNOVOSCIENCES LLC: Hires Gettry Marcus as Accountant
-----------------------------------------------------
Innovosciences LLC has filed an amended application seeking
approval from the U.S. Bankruptcy Court for the District of
Connecticut to hire Gettry Marcus CPA, PC as accountant for the
Debtor.
The Debtor requires Marcus to:
a. advise the Debtor regarding its taxes, operating reports
and other financial matters;
b. advise and assist the Debtor with respect to financial
forms and reports;
c. review and advise the Debtor regarding tax matters;
d. prepare on behalf of the Debtor the necessary
applications, forma and returns;
f. render services in other matters that are within the
firm's field of expertise that can be of help to the Debtor.
Marcus will be paid at these hourly rates:
Senior Accountants/CPA $275-$495
Staff Accountants $150-$240
Support Staff $125-$150
Prior to filing the Chapter 11, Gettry Marcus CPA, P.C, received no
retainer. Gettry Marcus CPA, P.C will waive all previous fees due
of $6,375.00 to our office that accrued prior to the filing of the
Bankruptcy.
Peter Marx, CPA, employed with Gettry Marcus, CPA, PC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
The firm can be reached through:
Peter S. Marx
Gettry Marcus CPA, P.C.
1407 Broadway, 40th Floor
New York, NY 10018
Tel: 212-302-6000
Email: info@gettrymarcus.com
About InnovoSciences LLC
InnovoSciences LLC -- http://www.innovosci.com/-- is a privately
held company committed to solving problems in healthcare through
innovation. Its core focus is on the development of technologies
in the field of aerosol generation and surgical instruments. It is
a small business Debtor as defined in 11 U.S.C. Section 101(51D).
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 17-50946) on August 3, 2017.
Michael Breede, managing member, signed the petition. At the time
of the filing, the Debtor disclosed $98,241 in assets and $2.52
million in liabilities.
Judge Julie A. Manning presides over the case. Attorney Joseph J.
D'Agostino, Jr., LLC represents the Debtor as bankruptcy counsel.
INTERNATIONAL PAPER: Egan-Jones Cuts Sr. Unsec. Ratings to BB+
--------------------------------------------------------------
Egan-Jones Ratings Company, on August 3, 2017, lowered the foreign
currency and local currency senior unsecured ratings on debt issued
by International Paper Co. to BB+ from BBB-.
The International Paper Company is an American pulp and paper
company, the largest such company in the world. It has
approximately 55,000 employees, and it is headquartered in Memphis,
Tennessee.
INTRALINKS HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to New
York City-based Intralinks Holdings Inc. 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 $500 million first-lien
credit facility, consisting of a $50 million revolving credit
facility due 2022 and a $450 million first-lien term loan due 2024.
The '3' recovery rating indicates our expectation of meaningful
(50%-70%; rounded estimate 60%) recovery in the event of a default.
"We also assigned our 'B-' issue-level rating and '5' recovery
rating to the company's $150 million second-lien term loan due
2025. The '5' recovery rating indicates our expectation of modest
(10%-30%; rounded estimate 10%) recovery in the event of a default.
All debt was issued by Impala Private Holdings II LLC."
"The rating on Intralinks reflects our view of the company's niche
product offering and the somewhat commoditized nature of the
enterprise file sync and sharing (EFSS) industry, partly offset by
its strong market position as a provider of bank-grade secure
content collaboration," said S&P Global Ratings credit analyst
Geoffrey Wilson. "The rating also reflects our expectation that its
strategic shift to refocus on its core business will lead to
improving profitability," Mr. Wilson added.
The stable outlook reflects S&P's view that the company will
maintain its good market position in virtual data rooms while
continuing to cross-sell its EFSS product into its existing
customer base.
JERRY BATTEH: Sale of Jacksonville Rental Property for $170K Okayed
-------------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Jerry Batteh's sale of his rental
property located at 6311 Colgate Road, Jacksonville, Florida, to
Cooper T. Henry for $170,000.
A hearing on the Motion was held on Oct. 23, 2017.
The Debtor will file a closing statement with the court within 14
days of the closing and will incorporate any disbursements made at
closing into the appropriate quarterly financial report.
Jerry Batteh sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 11-05260) on July 18, 2011. The Debtor's Chapter 11 Plan was
confirmed by order dated March 26, 2014.
JM HOLDING: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: JM Holding Group, LLC
36-20 34th Street
Long Island City, NY 11106
Type of Business: Unknown
Chapter 11 Petition Date: October 27, 2017
Case No.: 17-45647
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Clifford Katz, Esq.
PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ &
JASLOW, LLP
475 Park Avenue South, 18th Floor
New York, NY 10016
Tel: (212)593-3000
E-mail: ckatz@platzerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ioannis Georgiades, manager.
The Debtor did not file a list of of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb17-45647.pdf
JONATHAN HART: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------
The Office of the U.S. Trustee for Region 12 on Oct. 25 appointed
three creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of Jonathan and Ashley Hart.
The committee members are:
(1) Agriland FS, Inc.
c/o Keith Becker
421 N. 10th Street
Winterset, IA 50273
Phone: (515) 462-5368
Email: kbecker@agrilandfs.com
(2) Electrical Engineering & Equipment Co. (3E)
c/o Joel Halverson
953 73rd Street
Windsor Heights, IA 50324
Phone: (515) 273-0145
Email: joel.halverson@3e-co.com
(3) Lockridge, Inc.
c/o Caleb Housh
208 W. Main Street
Promise City, IA 52583
Phone: (641) 874-5912
Email: caleb@lockridgeinc.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 Jonathan and Ashley Hart
Jonathan and Ashley Hart sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Iowa Case No. 17-02080) on October 12,
2017. Robert C. Gainer, Esq., represents the Debtors as bankruptcy
counsel.
KEMPER CORP: A.M. Best Affirms "bb" Preferred Stock Rating
----------------------------------------------------------
A.M. Best has affirmed the Financial Strength Rating (FSR) of A-
(Excellent) and the Long-Term Issuer Credit Ratings (Long-Term ICR)
of "a-" of the property/casualty subsidiaries and affiliated
insurance companies of Kemper Corporation (Kemper Corp.) [NYSE:
KMPR], collectively referred to as Kemper Property & Casualty Group
(Kemper P&C). A.M. Best also has affirmed the FSR of A- (Excellent)
and the Long-Term ICRs of "a-" of Kemper Corp.'s life/health
subsidiaries, collectively referred to as Kemper Life & Health
Group (Kemper L&H). Concurrently, A.M. Best has affirmed the
Long-Term ICR of "bbb-" and the Long-Term Issue Credit Ratings
(Long-Term IR) of Kemper Corp., the ultimate parent. The outlook of
these Credit Ratings (ratings) is stable. All companies are
headquartered in Chicago, IL, unless otherwise specified.
The ratings and outlooks of Kemper P&C, led by Trinity Universal
Insurance Company (Trinity) (Dallas, TX), reflect its solid
risk-adjusted capitalization, generally favorable operating
performance and the continued actions taken to reduce exposure to
catastrophic loss and manage risks. Kemper P&C has aggressively
pursued rate actions, enhanced risk selection, and further
developed a more formalized enterprise risk management program.
Kemper P&C also maintains a diverse business profile, good
geographic spread of risk and long-standing agency relationships.
Trinity reinsures the other members through a 100% quota share
reinsurance agreement.
Partially offsetting these positive rating factors are Kemper P&C's
underwriting volatility and depressed operating earnings in recent
years. In addition, underwriting leverage, while improved over
historical levels, remains higher than that of the private
passenger automobile and homeowners' composites. Furthermore,
Kemper P&C continues to face challenges from strong competitive
market pricing and adverse loss trends in its main lines of private
passenger auto, catastrophic losses from increased frequency and
severity of weather events and the generally low interest rate
environment, which has pressured investment returns.
Factors that may lead to negative rating action include a material
decline in operating results; capitalization levels that fall below
A.M. Best's expectations for the current rating level; or planned
strategic initiatives that fail to produce measurable improvement
in performance. Rating upgrades or outlook revisions may be
considered if the group can demonstrate better-than-average
earnings and organic surplus growth through all phases of the
underwriting cycle without diminution in business profile.
The ratings and outlooks of Kemper L&H reflect its collective
long-term presence as protection insurance providers within Kemper
Corp., its demonstrated market niche in the mature home service
life insurance segment, its well-established employee agency field
force, strong level of consolidated risk-adjusted capitalization
and profitable operating performance on a GAAP and statutory (SAP)
basis. Offsetting rating factors include the challenge to grow
total net premium, due primarily to a decline in the overall home
service market, and the ongoing high levels of dividends that have
suppressed growth in absolute capital.
Kemper L&H's consolidated risk-adjusted capitalization is enhanced
by its strong profitability, which has historically offset large
parental dividend payments. The group's absolute capital has been
flat to declining due to these large dividends. Furthermore, A.M.
Best notes that Kemper L&H maintains a stable liability structure
relative to its life/annuity peers, which is facilitated by its
low-risk product offerings without secondary guarantees.
A.M. Best believes Kemper L&H may continue to be challenged to
sustain and grow its new Kemper Senior Solutions and Kemper
Benefits businesses. The group is looking at expense consolidation
and reduction strategies, and has successfully implemented efforts
to maintain target profitability. Members of Kemper L&H also remain
exposed to changes in the application of state unclaimed property
laws and related insurance claims, the application of which may
have an adverse effect on its financial position. However, the
company has been proactively managing this risk and took a reserve
charge in 2016 to recognize the anticipated costs of compliance and
also has enhanced its business processes to use the Social Security
death master file on an ongoing basis when appropriate.
The ratings of Kemper L&H could be negatively impacted if there is
a decline in consolidated adjusted capital or deterioration in
quality of capital, if there is an unfavorable earnings trend, with
increased volatility, if there is a negative outcome (litigation,
regulation or reputational) of the Social Security death master
file issue or if there is a decline in A.M. Best's view of the
financial strength of Kemper P&C, its larger property/casualty
affiliate. The ratings could be positively impacted if there is a
significant improvement in A.M. Best's view of the financial
strength of Kemper P&C.
Kemper Corp.'s adjusted debt-to-total capital ratio of 21.2% at
June 30, 2017, was well-within A.M. Best's guidelines for the
company's ratings. In addition, Kemper Corp.'s interest coverage
was adequate for its assigned ratings.
The FSR of A- (Excellent) and the Long-Term ICRs of "a-" have been
affirmed with a stable outlook for the following members of the
Kemper Property & Casualty Group:
Trinity Universal Insurance Company
Alpha Property & Casualty Insurance Company
Capitol County Mutual Fire Insurance Company
Charter Indemnity Company
Financial Indemnity Company
Kemper Independence Insurance Company
Merastar Insurance Company
Mutual Savings Fire Insurance Company
Kemper Financial Indemnity Company
Old Reliable Casualty Company
Response Insurance Company
Response Worldwide Direct Auto Insurance Company
Response Worldwide Insurance Company
Union National Fire Insurance Company
United Casualty Insurance Company of America
Unitrin Advantage Insurance Company
Unitrin Auto and Home Insurance Company
Unitrin County Mutual Insurance Company
Unitrin Direct Insurance Company
Unitrin Direct Property & Casualty Company
Unitrin Preferred Insurance Company
Unitrin Safeguard Insurance Company
Valley Property & Casualty Insurance Company
Warner Insurance Company
The FSR of A- (Excellent) and the Long-Term ICRs of "a-" have been
affirmed with a stable outlook for the following members of Kemper
Life & Health Group:
United Insurance Company of America
Mutual Savings Life Insurance Company
The Reliable Life Insurance Company
Union National Life Insurance Company
Reserve National Insurance Company
The Long-Term ICR of "bbb-" has been affirmed with a stable outlook
for Kemper Corporation.
The following Long-Term IRs have been affirmed:
Kemper Corporation:
- "bbb-" on $450 million 4.35% senior unsecured notes, due 2025
- "bb+" on $150 million 7.375% subordinated debentures, due 2054
The following indicative Long-Term IRs on the shelf registration
have been affirmed:
Kemper Corporation:
- "bbb-" on senior unsecured debt
- "bb+" on subordinated debt
- "bb" on preferred stock
LA PALOMA GENERATING: Panel Hires Rosner Law as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of La Paloma
Generating Company, LLC, et al., sought and obtained authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain The Rosner Law Group, LLC as Delaware counsel for the
Committee, nunc pro tunc to September 5, 2017.
On September 5, 2017, the Committee selected Brinkman Portillo
Ronk, PC ("BPR") as its lead counsel and RLG as its Delaware
counsel in these Chapter 11 Cases, subject to Court approval.
The Committee requires RLG to:
a. provide legal advice regarding local rules, practices, and
procedures and provide substantive and strategic advice on how to
accomplish the Committee's goals in connection with the prosecution
of these cases, bearing in mind that the Court relies on Delaware
counsel such as RLG to be involved in all aspects of the bankruptcy
cases;
b. review, comment upon and/or prepare drafts of documents to
be filed with the Court as Delaware counsel to the Committee;
c. appear in Court and at any meeting with the U.S. Trustee
and any meeting of creditors at any given time on behalf of the
Committee as its Delaware counsel;
d. perform various services in connection with the
administration of these cases including, without limitation, (i)
preparing certificates of no objection, certifications of counsel,
notices of fee applications and hearings, and hearing binders of
documents and pleadings, (ii) monitoring the docket for filings and
coordinating with BPR on pending matters that need responses, (iii)
preparing and maintaining critical dates memoranda to monitor
pending applications, motions, hearing dates and other matters and
the deadlines associated with the same, and (iv) handling inquiries
and calls from creditors and counsel to interested parties
regarding pending matters and the general status of these cases and
coordinating with BPR on any necessary responses; and
e. perform other services assigned by the Committee, in
consultation with BPR, to RLG as Delaware counsel to the
Committee.
RLG lawyers and paraprofessionals who will work on the Debtors'
cases and their hourly rates are:
Frederick B. Rosner $375
Scott J. Leonhardt $350
Jason A. Gibson $325
Charles Park (paralegal) $200
Frederick B. Rosner, Esq., sole member of The Rosner Law Group,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.
Consistent with the United State Trustees' Appendix B - Guidelines
for Reviewing Applications for Compensation and Reimbursement of
Expenses Filed Under 11 U.S.C. Sec. 330 by Attorneys in Larger
Chapter 11 Cases, which became effective on November 1, 2013, Mr.
Rosner attested that:
a. RLG has not agreed to a variation of its standard of
customary billing arrangements for the Engagement (except to
discount its hourly rates as an accommodation to this bankruptcy
estate);
b. None of RLG's professionals included in the Engagement
have varied their rate based on the geographic location of these
Chapter 11 Cases;
c. The Committee has approved or will be approving a
prospective budget and staffing plan for RLG's Engagement for the
post-petition period as appropriate. In accordance with the U.S.
Trustee Guidelines, the budget may be amended as necessary to
reflect changed or unanticipated developments in these Chapter 11
Cases.
RLG can be reached at:
Frederick B. Rosner, Esq.
The Rosner Law Group, LLC
824 North Market Street, Suite 810
Wilmington, DE 19801
Phone: (302) 319-6300
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 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.
On Aug. 2, 2017, the Debtors filed a Chapter 11 plan and disclosure
statement. A revised plan was filed Oct. 26.
MAC ACQUISITION: Hires Mackinac Partners as Restructuring Advisor
-----------------------------------------------------------------
Mac Acquisition LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Mackinac Partners, LLC as their restructuring advisor and designate
Nishant Machado as President, Chief Restructuring Officer, and
Chief Executive Officer.
The services Mackinac will provide are:
a. review and analyze the Debtors and their financial
results, projections, and operational data;
b. gain an understanding of the existing contractual
arrangements and obligations with customers,
advisors/consultants and suppliers;
c. assist the Debtors in the preparation of cash flow
projections and updating those projections as required;
d. advise the Debtors with regard to the development and
implementation of a turnaround and restructuring plan;
e. assist the Debtors in managing key constituents,
including communications, and meetings with, and requests
for information made by, creditor constituents, including
secured lenders, bondholders, vendors, customers and
employees;
f. provide expert testimony, if required and permitted;
g. provide such other advisory services consistent with
Mackinac's role as restructuring financial advisor and/or
as requested by the Debtors and agreed to by Mackinac;
and
h. provide one of its professionals, namely Nishant Machado,
to serve as President, CRO and CEO of the Debtors.
Hourly billing rates for professionals assigned to this engagement
by Mackinac are:
Senior Managing Directors $600-$675
Managing Director $450-$575
Director $350-$425
Associates and Analysts $250-$325
Nishant Machado, Senior Managing Director of the firm Mackinac
Partners, LLC, attests that his firm does not hold or represent an
interest adverse to the Debtors' estate; and has no connection to
the Debtors, its creditors, or other parties in interest, or the
attorneys or accountants of any of the foregoing, or the U.S.
Trustee or any person employed in the Office of the U.S. Trustee.
The Firm can be reached through:
Nishant Machado
Mackinac Partners, LLC
74 W. Long Lake Road, Suite 205
Bloomfield Hills, MI 48304
Phone: (248) 258-6900
About Mac Acquisition LLC
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, Mac Acquisition 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; and Mackinac Partners, LLC, and
financial advisor. Donlin, Recano & Company, Inc., is the claims
agent.
MAC ACQUISITION: Taps Gibson Dunn as General Bankruptcy Co-counsel
------------------------------------------------------------------
Mac Acquisition LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Gibson, Dunn & Crutcher LLP as their general bankruptcy and
restructuring co-counsel, effective as of October 18, 2017.
The professional services that Gibson Dunn will render are:
(a) advise the Debtors of their rights, powers, and duties
as debtors in possession under chapter 11 of the
Bankruptcy Code;
(b) prepare, on behalf of the Debtors, all necessary and
appropriate applications, motions, proposed orders,
other pleadings, notices, schedules, and other
documents, and review all financial and other reports to
be filed in these Chapter 11 Cases;
(c) advise the Debtors concerning, and prepare responses to,
applications, motions, other pleadings, notices, and
other papers that may be filed and served in these
Chapter 11 Cases;
(d) advise the Debtors with respect to, and assist in the
negotiation and documentation of, financing agreements
and related transactions;
(e) review the nature and validity of any liens asserted
against the Debtors' property and advise the Debtors
concerning the enforceability of such liens;
(f) advise the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit
of their estates;
(g) counsel the Debtors in connection with any plan of
reorganization and related documents;
(h) advise and assist the Debtors in connection with any
potential property dispositions;
(i) advise the Debtors concerning executory contract and
unexpired lease assumptions, assignments, and rejections
as well as lease restructurings and recharacterizations;
(j) assist the Debtors in reviewing, estimating, and
resolving claims asserted against the Debtors' estates;
(k) commence and conduct any and all litigation necessary or
appropriate to assert rights held by the Debtors,
protect assets of the Debtors' chapter 11 estates, or
otherwise further the goal of completing the Debtors'
successful reorganization;
(l) provide corporate, employee benefit, litigation, tax,
and other general nonbankruptcy services to the Debtors
to the extent requested by the Debtors; and
(m) perform all other necessary or appropriate legal
services in connection with these Chapter 11 Cases for
or on behalf of the Debtors.
Gibson Dunn intends to charge for its legal services on an hourly
basis equal to 95% of its ordinary and customary hourly rates in
effect on the date services are rendered, and seek reimbursement of
actual and necessary out-of-pocket expenses.
Gibson Dunn's current hourly rates are:
Partners $940 to $1380
Of Counsel $875
Associated $495 to $875
Paraprofessionals $320 to $430
Jeffrey C. Krause, partner in the law firm of Gibson, Dunn &
Crutcher LLP, attests that his firm is a "disinterested person"
within the meaning of sections 101(14) and 1107 of the Bankruptcy
Code and as required by section 327(a) of the Bankruptcy Code.
The Firm can be reached through:
Jeffrey C. Krause, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, CA 90071-3197
Tel: +1 213.229.7995
Fax: +1 213.229.6995
Email: jkrause@gibsondunn.com
About Mac Acquisition LLC
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, Mac Acquisition 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; and Mackinac Partners, LLC, and
financial advisor. Donlin, Recano & Company, Inc., is the claims
agent.
MARRONE BIO: Dwight Anderson May Provide Add'l $4M in Financing
---------------------------------------------------------------
Marrone Bio Innovations, Inc. and Dwight W. Anderson, as lender,
entered into an Amended and Restated Promissory Note on Oct. 23,
2017, which restates in its entirety the Promissory Note entered
into by the Company and the Lender on Oct. 12, 2017, according to a
Form 8-K report filed with the Securities and Exchange Commission.
The Restated Note is an unsecured promissory note in the aggregate
principal amount of up to $6,000,000, due on Oct. 23, 2020. The
initial funding of $1,000,000 of the principal amount of the
Restated Note occurred on Oct. 12, 2017, as previously disclosed in
connection with the Prior Note, and a second closing of an
additional $1,000,000 of the principal amount of the Restated Note
was funded on Oct. 23, 2017. Pursuant to the terms of the Restated
Note, the Lender may, in his sole discretion, fund an additional
$2,000,000 of principal under the Restated Note on each of Nov. 3,
2017, and Dec. 3, 2017.
From the date of the closing through Dec. 31, 2017, the Restated
Note will bear interest at a rate of 1% per annum, payable in
arrears on the Maturity Date, unless earlier converted into shares
of the Company's common stock. Thereafter, beginning Jan. 1, 2018,
the Restated Note will bear interest at a rate of 10% per annum,
payable in arrears on the Maturity Date, unless earlier converted
into shares of the Company's common stock as described below.
Any or all of the principal or accrued interest under the Restated
Note may be converted into shares of the Company's common stock at
a rate of one share of common stock per $1.00 of converting
principal or interest, rounded down to the nearest share with any
fractional amounts cancelled, at the election of the Lender by
delivery of written notice to the Company. In addition, upon the
consummation of a qualified equity financing of the Company prior
to the Maturity Date, the aggregate outstanding principal balance
of the Restated Note and all accrued and unpaid interest thereon
may convert, at the option of the Lender, into that number of the
securities issued and sold in such financing, determined by
dividing (a) such aggregate principal and accrued interest amounts,
by (b) the purchase price per share or unit paid by the purchasers
of the Company's securities issued and sold in such financing.
Notwithstanding the foregoing, Lender's ability to affect any such
conversions will be limited by applicable provisions governing
issuances of shares of the Company's common stock under the rules
of The Nasdaq Capital Market, subject to the Company's receipt of
any applicable waivers thereof, and any amounts not issuable to the
Lender in the Company's equity securities as a result of this
limitation will be payable in cash.
The Lender is an "accredited investor" (as defined in Rule 501(a)
of Regulation D) and the Amended and Restated Note was, and any
equity securities issued upon conversion thereof are, offered and
sold pursuant to an exemption from the registration requirements
under Section 4(a)(2) of the Securities Act of 1933.
About Marrone Bio
Marrone Bio Innovations, Inc., makes bio-based pest management and
plant health products. Bio-based products are comprised of
naturally occurring microorganisms, such as bacteria and fungi, and
plant extracts. The Company's current products target the major
markets that use conventional chemical pesticides, including
certain agricultural and water markets, where the Company's
bio-based products are used as alternatives for, or mixed with,
conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31 million on $14 million total
revenues for the year ended Dec. 31, 2016, compared with a net loss
of $43.7 million on $9.8 million total revenue for the year ended
Dec. 31, 2015. As of June 30, 2017, Marrone Bio had $47.81 million
in total assets, $83.46 million in total liabilities, and a total
stockholders' deficit of $35.65 million.
MATTEL INC: Egan-Jones Cuts Sr. Unsec. Ratings to BB+
-----------------------------------------------------
Egan-Jones Ratings Company, on August 4, 2017, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Mattel Inc. to BB+ from BBB-.
Mattel, Inc. is an American multinational toy manufacturing company
founded in 1945 with headquarters in El Segundo, California.
MEDIGUS LTD: Accumulated Losses Raise Going Concern Doubt
---------------------------------------------------------
Medigus Ltd. filed its quarterly report on Form 6-K, disclosing a
net income of $788,000 on $82,000 of revenues for the three months
ended June 30, 2017, compared with a net loss of $2.78 million on
$98,000 of revenues for the same period in 2016.
For the six months ended June 30, 2017, the Company listed a net
loss of $1.22 million on $196,000 of revenues, compared with a net
loss of $5.53 million on $360,000 of revenues same period in the
prior year.
At June 30, 2017, the Company had total assets of $8.24 million,
total liabilities of $2.70 million, and $5.53 million in total
stockholders' equity.
During the six months period ended June 30, 2017, the Group
incurred a total comprehensive loss of $1.2 million and negative
cash flows from operating activities of $2.6 million. As of June
30, 2017, the Group had accumulated losses of $54.6 million. Based
on the projected cash flows and its cash balances as of June 30,
2017, the Group's Management is of the opinion that without further
fund raising it will not have sufficient resources to enable it to
continue its operating activities including the development,
manufacturing and marketing of its products for a period of at
least 12 months from the date of approval of these financial
statements. As a result, there is substantial doubt about the
Group's ability to continue as a going concern.
A full-text copy of the Form 6-K is available for free at:
https://is.gd/6vYZdh
About Medigus Ltd.
Medigus Ltd. is a medical device group specializing in developing
innovative endoscopic procedures and devices. To date most of the
Group's research and development activities have been focused in
developing and manufacturing of the MUSE endoscopy system, an FDA
approved system, for the treatment of gastroesophageal reflux
disease (GERD). In addition, the Group uses the technological
platform it developed for the purpose of additional special systems
and products that are suitable for both medical and industrial
applications. The Company was incorporated in Israel on December
9, 1999 and is resident in Israel.
MERRIMACK PHARMACEUTICALS: Files 1st Amended Tender Offer Statement
-------------------------------------------------------------------
Merrimack Pharmaceuticals, Inc. filed an amendment no.1 to tender
offer statement on Schedule TO originally filed with the U.S.
Securities and Exchange Commission on Oct. 13, 2017, by the Company
in connection with its offer to purchase, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
Oct. 13, 2017, and the related Letter of Transmittal, any and all
of the outstanding $25,031,000 million aggregate principal amount
of its 4.50% Convertible Senior Notes due 2020 for cash in an
amount equal to $900.00 per $1,000 principal amount of Notes
purchased.
The Offer to Purchase, Items 1, 4, 5, 6 and 11 of the Schedule TO,
and the other Items of the Schedule TO, to the extent those Items
incorporate the information contained in the Offer to Purchase, are
hereby amended and supplemented as follows:
Page i (immediately following the cover page) of the Offer to
Purchase is amended and supplemented as follows:
1. by inserting the following language to the end of clause (4)
of the first sentence of the third paragraph:
if at or prior to the Expiration Date one or more of the
conditions to the Tender Offer have not been satisfied
2. by inserting the following sentence to the end of the third
paragraph:
The Company currently has no intention to terminate the
Tender Offer for any reason other than a failure of a
condition to the Tender Offer.
The section of the Offer to Purchase entitled "Summary"
under the subheading "Why is the Company making the Tender
Offer?" is amended and supplemented as follows:
1. by deleting the third, fourth and fifth sentences of the
first paragraph in their entirety; and
2. by inserting the following paragraphs after the first
paragraph:
The Delaware Action was filed on March 15, 2017. Pursuant to the
Settlement Agreement, the Company also agreed to pay a total of
$3,750,000 in attorneys' fees and expenses to the Settlement
Noteholders' attorneys. The Settlement Noteholders have executed a
full release in favor of the Company for any claims arising out of
or related to the Delaware Action or the Notes, which release shall
become effective upon the occurrence of certain conditions. The
Company had deposited $60,000,000 into an escrow account for the
duration of the Delaware Action in order to provide security to the
Settlement Noteholders for their claims in the Delaware Action. In
connection with the resolution of the Delaware Action and the
execution of the Settlement Agreement, the escrow agent has
released the full $60,000,000, including any interest thereon, to
the Company from the escrow account.
All the Notes purchased pursuant to the Settlement Agreement were
cancelled. All of the Notes validly tendered and accepted for
purchase in the Tender Offer will be retired and cancelled.
The section of the Offer to Purchase entitled "Additional
Information" under the subheading "Incorporation by Reference" is
amended and supplemented as follows:
1. by deleting the third, fourth and fifth sentences of the
first paragraph in their entirety and inserting in lieu
thereof the following language:
This Offer to Purchase incorporates by reference the documents
listed below:
The section of the Offer to Purchase entitled "The Terms of the
Tender Offer" under the subheading "Principal Terms of the Tender
Offer" is amended and supplemented as follows:
1. by inserting the following language to the end of clause (4)
of the first sentence of the fifth paragraph:
if at or prior to the Expiration Date one or more of the
conditions to the Tender Offer have not been satisfied
2. by inserting the following sentence to the end of the fifth
paragraph:
The Company currently has no intention to terminate the Tender
Offer for any reason other than a failure of a condition to the
Tender Offer.
The section of the Offer to Purchase entitled "The Terms of the
Tender Offer" under the subheading "Purpose of the Tender Offer" is
amended and supplemented as follows:
1. by deleting the third, fourth and fifth sentences of the
first paragraph in their entirety; and
2. by inserting the following paragraphs after the first
paragraph:
The Delaware Action was filed on March 15, 2017. Pursuant to the
Settlement Agreement, the Company also agreed to pay a total of
$3,750,000 in attorneys' fees and expenses to the Settlement
Noteholders’ attorneys. The Settlement Noteholders have executed
a full release in favor of the Company for any claims arising out
of or related to the Delaware Action or the Notes, which release
shall become effective upon the occurrence of certain conditions.
The Company had deposited $60,000,000 into an escrow account for
the duration of the Delaware Action in order to provide security to
the Settlement Noteholders for their claims in the Delaware Action.
In connection with the resolution of the Delaware Action and the
execution of the Settlement Agreement, the escrow agent has
released the full $60,000,000, including any interest thereon, to
the Company from the escrow account.
All the Notes purchased pursuant to the Settlement Agreement were
cancelled. All of the Notes validly tendered and accepted for
purchase in the Tender Offer will be retired and cancelled.
The section of the Offer to Purchase entitled "The Terms of the
Tender Offer" under the subheading "Procedure for Tendering Notes
-- Representations, Warranties and Undertakings" is amended and
supplemented by deleting the first paragraph following the bulleted
list in its entirety and inserting in lieu thereof the following
paragraph:
To the extent permitted by the Exchange Act, the rules and
regulations thereunder and applicable law, by tendering Notes as
set forth herein, and subject to and effective upon acceptance for
purchase of, and payment for, the Notes tendered therewith, a
tendering Holder (1) irrevocably sells, assigns and transfers to,
or upon the order of, the Company all right, title and interest in
and to all the Notes tendered thereby and accepted for purchase
pursuant to the terms hereof, (2) waives any and all other rights
with respect to the Notes (including, without limitation, the
tendering Holder's waiver of any existing or past defaults or
events of default and their consequences in respect of the Notes
and the Indenture under which such Notes were issued), (3) releases
and discharges the Company from any and all claims such Holder may
have now, or may have in the future, arising out of, or related to,
those Notes, including, without limitation, any claims that such
Holder is entitled to receive additional principal or interest
payments with respect to such Notes or to participate in any
repurchase, redemption or defeasance of the Notes and any claims in
connection with, relating to or arising out of the Asset Sale, and
(4) irrevocably constitutes and appoints the Depositary as the true
and lawful agent and attorney-in-fact of such Holder (with full
knowledge that the Depositary also acts as the agent of the
Company) with respect to any such tendered Notes, with full power
of substitution and resubstitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (a)
transfer ownership of those Notes on the account books maintained
by DTC, together with all accompanying evidences of transfer and
authenticity, to, or upon the order of, the Company, (b) present
those Notes for transfer on the relevant security register, and (c)
receive all benefits or otherwise exercise all rights of beneficial
ownership of such Notes (except that the Depositary will have no
rights to, or control over, funds from the Company, except as agent
for the tendering Holders, for the Purchase Price, plus any Accrued
Interest, of Notes tendered pursuant to the Tender Offer, as
determined pursuant to the terms of this Offer to Purchase, for any
tendered Notes that are purchased by the Company).
The section of the Offer to Purchase entitled "The Terms of the
Tender Offer" under the subheading "Expiration Date; Extension;
Termination and Amendment" is amended and supplemented by deleting
the first paragraph in its entirety and inserting in lieu thereof
the following paragraph:
The Tender Offer will expire on the Expiration Date, unless earlier
terminated by the Company. The Company reserves the right, in its
sole discretion, to extend the Expiration Date. In addition,
subject to applicable law and the Settlement Agreement, the Company
expressly reserves the right to terminate or withdraw the Tender
Offer if at or prior to the Expiration Date one or more of the
conditions to the Tender Offer have not been satisfied. If the
Tender Offer is terminated at any time, the Notes tendered and not
previously accepted and purchased will be promptly returned to the
tendering Holders. There can be no assurance that the Company will
exercise its right to extend, terminate or amend the Tender Offer.
Irrespective of any amendment to the Tender Offer, all Notes
previously tendered pursuant to the Tender Offer and not accepted
for purchase will remain subject to the Tender Offer and may be
accepted for purchase thereafter for purchase by the Company,
except when such acceptance is prohibited by law. The Company
currently has no intention to terminate the Tender Offer for any
reason other than a failure of a condition to the Tender Offer.
The section of the Offer to Purchase entitled "Certain
Considerations" under the subheading "Conditions to the
Consummation of the Tender Offer" is amended and supplemented as
follows:
1. by deleting the third sentence of the first paragraph in its
entirety; and
2. by deleting the first sentence of the second paragraph in
its entirety.
A full-text copy of the SCHEDULE TO/A is available for free at:
https://is.gd/kIO7Ez
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc. --
http://www.merrimack.com/-- is a biopharmaceutical company
discovering, developing and commercializing innovative medicines
consisting of novel therapeutics paired with diagnostics for the
treatment of cancer. The Company was founded by a team of
scientists from The Massachusetts Institute of Technology and
Harvard University who sought to develop a systems biology-based
approach to biomedical research. The Company's initial focus is in
the field of oncology. The Company has five programs in clinical
development. In it most advanced program, the Company is
conducting a pivotal Phase 3 clinical trial.
The report from PricewaterhouseCoopers LLP, the Company's
independent registered public accounting firm for the year ended
Dec. 31, 2016, includes an explanatory paragraph stating that the
Company has negative working capital and cash outflows from
operating activities that raise substantial doubt about its ability
to continue as a going concern.
Merrimack reported a net loss of $153.5 million on $144.3 million
of total revenues for the year ended Dec. 31, 2016, compared to a
net loss of $147.8 million on $89.25 million of total revenues for
the year ended Dec. 31, 2015. As of June 30, 2017, Merrimack had
$213.45 million in total assets, $108.97 million in total
liabilities and $106.50 million in total stockholders' equity.
METRO NEWSPAPER: Hires Rust/Omni as Administrative Agent
--------------------------------------------------------
Metro Newspaper Advertising Services, Inc., seeks authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Rust Consulting/Omni Bankruptcy, as administrative agent to
the Debtor.
Metro Newspaper requires Rust/Omni to:
(a) assist with, among other things, balloting,
tabulation, and calculation of votes, as well as preparing
any appropriate reports, as required in furtherance of
confirmation of plans of reorganization or liquidation;
(b) generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;
(c) manage any distributions pursuant to a confirmed plan of
reorganization or liquidation; and
(d) provide such other claims processing, noticing,
solicitation, balloting, distributions, and other
administrative services described in the Services
Agreement, but not included in the Section 156(c)
Order, as may be requested from time to time by the
Debtor.
Rust/Omni will be paid at these hourly rates:
Equity Services $180
Senior Consultants $140-$156
Technology/Programming $88-$132
Consultants $84-$112
Project Supervisors $68-$84
Project Specialists $52-$68
Clerical Supports $28-$40
Rust/Omni will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Paul H. Deutch, executive managing director of Rust Consulting/Omni
Bankruptcy, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Rust/Omni can be reached at:
Paul H. Deutch
RUST CONSULTING/OMNI BANKRUPTCY
1120 Avenue of the Americas, 4th Floor
New York, NY 10036
Tel: (212) 302-3580
Fax: (212) 302-3820
About Metro Newspaper Advertising Services, Inc.
Based in Yonkers, New York, Metro Newspaper Advertising Services,
Inc. -- http://www.metrosn.com-- is a comprehensive advertising
resource that specializes in newspapers and all newspaper related
products, both print and digital.
Metro Newspaper Advertising Services filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 17-22445) on March 27, 2017. The petition
was signed by Phyllis Cavaliere, chairman & CEO. In its petition,
the Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
Judge Robert D. Drain presides over the case.
Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as bankruptcy counsel to the Debtor.
The official committee of unsecured creditors formed in the case
retained Lowenstein Sandler LLP as its legal counsel.
METROPOLITAN LIGHTHOUSE CS: Moody's Rates $24.3MM Rev. Bonds Ba1
----------------------------------------------------------------
Issue: Revenue Bonds (Metropolitan Lighthouse Charter School
Project), Tax-Exempt Series 2017A; Rating: Ba1; Rating Type:
Underlying LT; Sale Amount: $24,300,000; Expected Sale Date:
11/15/2017; Rating Description: Revenue: Government Enterprise;
Issue: Revenue Bonds (Metropolitan Lighthouse Charter School
Project), Taxable Series 2017B; Rating: Ba1; Rating Type:
Underlying LT; Sale Amount: $700,000; Expected Sale Date:
11/15/2017; Rating Description: Revenue: Government Enterprise;
Summary Rating Rationale
Moody's Investors Service has assigned an initial Ba1 and stable
outlook to Metropolitan Lighthouse Charter School, NY's $24.3
million Revenue Bonds (Metropolitan Lighthouse Charter School
Project), Tax-Exempt Series 2017A and $700,000 Taxable Series
2017B. The bonds are being issued by Build NYC Resource Corporation
and will be secured by payments pursuant to a Loan Agreement
between the Corporation and a limited liability company whose
initial sole member is Metropolitan Lighthouse Charter School,
which will lease the purchased property.
The Ba1 rating reflects favorable liquidity and historical coverage
levels of fixed obligations supported by growing enrollment of this
single site charter school. The rating incorporates future
challenges facing the school as it opens high school grades in a
more competitive environment, including diminished debt service
coverage levels.
The rating is also based upon relatively weak legal requirements of
sum sufficient coverage with cash in excess of 90 days, a limited
charter renewal history, and potential conflicts of interest under
a management agreement that requires a seated board member be a
representative of the management organization.
Rating Outlook
The stable outlook reflects the likelihood that the school will
maintain favorable liquidity in excess of 100 days and debt service
coverage at Moody's above current levels. The outlook is also based
upon continued enrollment growth as the school expands to serve
high school grades.
Factors that Could Lead to an Upgrade
Substantially improved debt service coverage levels
Full enrollment at the high school level with strong demand
Subsequent charter renewals
Factors that Could Lead to a Downgrade
Declines in debt service coverage or liquidity levels
Debt service coverage at covenant levels given 90 days cash
Enrollment losses or failure to demonstrate demand for high school
grades
Legal Security
The debt is secured by payments to the issuer under a loan
agreement between the issuer and the Institution. The Institution's
initial sole member is MetLCS. Payments under the loan agreement
will be made from lease payments made by MetLCS as lessee pursuant
to the school's lease with the Institution. The initial term of the
lease is coincident with bond amortization with two renewal options
of five years each.
Under the terms of the lease, MetLCS has pledged for lease payments
all of the school's revenues with the exception of categorical
education funds and restricted gifts. Pledged revenues are defined
as School Pledged Revenues. The Bank of New York serves as both
custodian of the receipts under the Indenture and trustee. On a
bimonthly basis, the custodian prepares a "Custody Agreement
Notice" by which funds for debt service payments are transferred to
the trustee.
Under the indenture, once deposited into the "Revenue Fund" by the
trustee, the funds flow through a prescribed series of funds that
begins with the "Bond Fund". Deposits to "Interest" and "Principal"
accounts will be made on a 1/3, 1/6 basis each payment date.
Bonds are secured by the subaccount of the "Debt Service Reserve
Fund", funded by the Charter School Finance Partnership, LLC
("Partnership"). Pursuant to the "Debt Service Reserve Fund
Agreement", the Partnership grants a first security interest in the
"Reserve Fund" to the issuer and trustee. The reserve is funded at
the traditional "three-pronged" test. Draws on the debt service
reserve fund must be repaid within a six month period in equal
one-third payments.
Bonds are additionally secured by a mortgage interest in the
financed school. There is no "As-Built Appraisal" that includes
planned improvements. An appraisal completed in 2013 identified a
market value of $4.9 million, and Moody's would not expect full
recovery were there to be a default in the near term. The school is
located in an urban setting, and the environmental report
identified a nearby gas station and dry cleaners, although this
would be in common with neighboring schools.
Covenants are weak and represent a negative credit factor. Notably,
debt service coverage is only sum sufficient if the school has at
least 90 days cash. If liquidity is below this level, debt service
coverage must be 1.1x. Violation of either is not an event of
default, but a consultant must be hired at the direction of
majority of bondholders. Less than sum-sufficient coverage is also
not an event of default. The trustee must notify bondholders, and
the majority can direct a declaration of default or this can also
be done by the trustee. The additional flexibility that this would
provide in the event of a temporary weakening in operations is a
credit strength.
The additional bonds test equals 1.0x MADs by the most recent
audited fiscal year and a consultant's report showing 1.25x
coverage of debt service following project completion. MetLCS may
incur long-term indebtedness without limitation if such
indebtedness is secured solely by a security interest in the
personal property financed from such indebtedness and if aggregate
payments on such debt do not exceed 5% of gross revenues in the
most recent audit. MetLCS may incur short-term indebtedness equal
to 10% of revenue for the most recently completed fiscal year.
Events of default include nonpayment and failure of the issuer to
perform any covenant under the Indenture. Upon an event of default,
holders of over 25% of outstanding principal may accelerate the
bonds; declaring all amounts to be due and payable immediately. The
Trustee is also authorized to make this same determination.
Use of Proceeds
The current issuance will provide take-out financing for the
school's existing capital lease with the building's developer and
$2 million in new money for 6,000 sq. ft. rooftop addition that
will provide a gym and performance space.
Obligor Profile
Metropolitan Lighthouse Charter School, located in the Bronx, New
York, now serves 531 students in grades K-9 with plans to add an
additional year of high school in succeeding years until reaching
full enrollment of 676 students in the fall of 2020. The school is
operated under a Contract with Lighthouse Academies, Inc., a
not-for-profit corporation under Section 501 (c)(3).
Methodology
The principal methodology used in this rating was US Charter
Schools published in September 2016.
MOBILESMITH INC: Issues 4.9M Common Shares to Union Bancaire
------------------------------------------------------------
MobileSmith Inc. issued a total of 4,895,105 shares of its common
stock par value $0.001 per share to Union Bancaire Privee, UBP SA
upon UBP's conversion of $7 million in principal amount of the
Company's promissory note issued under the Convertible Secured
Subordinated Note Purchase Agreement entered into on Nov. 14, 2007,
between the Company and UBP, as amended. Under the terms of the
2007 Note Purchase Agreement, the 2007 Note is convertible at a
fixed rate of $1.43 per share. UBP continues to hold convertible
promissory notes issued by the Company under the 2007 Note Purchase
Agreement and the Convertible Subordinated Note Purchase Agreement
entered into in 2014 in the aggregate principal amount of
$22,992,180, all of which are convertible at any time at UBP's
options and at the fixed rate of $1.43.
Following the issuance of the shares of the Company's Common Stock,
the Company's outstanding shares of Common Stock is 24,722,647
shares, as disclosed in a Form 8-K report filed with the Securities
and Exchange Commission.
About MobileSmith, Inc.
Raleigh, North Carolina-based MobileSmith, Inc., was incorporated
as Smart Online, Inc. in 1993 and changed its name to MobileSmith,
Inc., effective July 1, 2013. The company develops and markets
software products and services tailored to users of mobile devices.
Its flagship product, MobileSmith(R) Platform is an app
development platform that enables organizations to rapidly create,
deploy and manage custom, native smartphone and tablet apps
deliverable across iOS and Android mobile platforms.
MobileSmith reported a net loss of $7.50 million on $1.86 million
of total revenue for the year ended Dec. 31, 2016, compared to a
net loss of $7.71 million on $1.82 million of total revenue for the
year ended Dec. 31, 2015. The Company's balance sheet at June 30,
2017, showed $1.64 million in total assets, $51.22 million in total
liabilities and a total stockholders' deficit of $49.58 million.
Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations and has a working capital
deficiency as of Dec. 31, 2016. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
MOEINI CORPORATION: Case Summary & 14 Unsecured Creditors
---------------------------------------------------------
Debtor: Moeini Corporation
4375 Rangeline Rd
Mobile, AL 36619-9561
Type of Business: Moeini Corporation is a franchisee of IHOP
restaurants with locations in the Alabama and
Florida market.
Chapter 11 Petition Date: October 26, 2017
Case No.: 17-04073
Court: United States Bankruptcy Court
Southern District of Alabama (Mobile)
Judge: Hon. Jerry C. Oldshue
Debtor's Counsel: Irvin Grodsky, Esq.
454 Dauphin St
Mobile, AL 36602-2404
Email: igpc@irvingrodskypc.com
igrodsky@irvingrodskypc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mehdi Moeini, president.
A full-text copy of the petition, along with a list of 14 unsecured
creditors, is available for free at
http://bankrupt.com/misc/alsb17-04073.pdf
MOSES APSAN: Oct. 25 Auction of Saddle River Property Set
---------------------------------------------------------
Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey authorized the bidding procedures of Moses
Apsan and Nelly Apsan in connection with the sale of their
residence located at 7 Arrowhead Lane, Saddle River, New Jersey by
auction.
A hearing on the Motion was held on Oct. 24, 2017 at 11:00 a.m.
The salient terms of the Bidding Procedures are:
a. "As Is, Where, Is": The Property, or any part of it, will
be sold "as is, where is," with all faults known or unknown. The
Debtor makes no representations or warranties, express or implied.
b. Deposit: A bidder must present at the Auction a cashier's
or certified check(s) made payable to Scura, Wigfield, Heyer &
Stevens, LLC as escrow agent in the amount of $100,000.
c. Credit Bid: Any creditor with an allowed claim secured by
the Property has the right but not the obligation to credit bid for
the Property. SLS and Lakeland Bank is deemed a Qualified Bidder
and will be exempt from the qualification requirements set forth.
d. Auction: The Debtor, through the auctioneer retained in
this case, will conduct the Auction at the Property location on
Oct. 25, 2017 at 11:00 a.m., or such other date and time as may be
fixed by the Court. All bidding will be open and public.
e. Bid Increments: $10,000
f. Closing: The closing of the sale of the Property will take
place in accordance with the Asset Purchase Agreement.
g. Expenses: Any bidders presenting bids will bear their own
expenses in connection with the proposed sale, whether or not such
sale is ultimately approved.
h. Sale Hearing: Oct. 31, 2017 at ll a.m.
i. Sale Objection Deadline: Oct. 27, 2017
Notwithstanding Bankruptcy Rule 6004(h), the Order will not be
stayed for 14 days after its entry, but will be effective and
enforceable immediately upon its entry.
Moses Apsan & Nelly Apsan sought Chapter 11 protection (Bankr.
D.N.J. Case No. 14-24181). The Hon. Rosemary Gambardella is the
case judge.
MUSCLEPHARM CORP: Board Rejects Amerop's $18M Investment Proposal
-----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Amerop Holdings, Inc. disclosed that on Oct. 20, 2017,
the Special Committee of the Board of MusclePharm Corporation
declined its proposal to acquire $18 million of newly issued shares
of the Company common stock at a price of $1.96 per share and on
the terms set forth in the term sheet that Amerop submitted to the
Special Committee on Oct. 17, 2017. The Special Committee informed
Amerop that, instead of negotiating with Amerop, it would focus on
renegotiation discussions with Ryan Drexler, the executive chairman
of the Board and the chief executive officer of the Issuer, to
recapitalize/refinance the three secured promissory Notes held by
Mr. Drexler, with an aggregate principal amount of $18,000,000.
The Special Committee informed Amerop that its decision was based
in part on the possible concern that certain members of the
Issuer's senior management team would resign if the Issuer entered
into an agreement with Amerop with respect to the
refinancing/recapitalization of the Notes.
On Oct. 22, 2017, Amerop contacted the Special Committee and urged
it to reconsider its decision. Amerop offered to conduct limited
due diligence in connection with its proposal and also informed the
Special Committee that it had identified senior management
personnel with relevant industry expertise who it believed would be
available to become officers of the Issuer in the event of
departures by one or more members of the Issuer's current senior
management team. The Special Committee has not responded to Amerop
despite an attempt by Amerop to reconvene discussions.
"Amerop remains concerned with the governance, management,
operations and financing of the Issuer, including the Issuer's
plans for recapitalization / refinancing of the Notes. Amerop
intends to continue to have discussions with the Board and possibly
other Issuer investors regarding other alternatives to address
Amerop's concerns. In the course of these discussions, Amerop may
propose solutions to the Issuer's challenges that may directly or
indirectly relate to or result in the acquisition by Amerop or
other persons of additional Issuer securities, or the disposition
by Amerop or other persons of Issuer securities; an extraordinary
transaction involving the Issuer, such as a sale, recapitalization
or reorganization of the Issuer; sales or transfers of material
amounts of the Issuer's assets; changes in the composition of the
Board or the Issuer's management team; material changes in the
Issuer's capital structure; and other potentially material changes
in the Issuer's business, operations or structure," said Amerop in
the regulatory filing.
Amerop reserves the right to acquire additional shares of Issuer
Common Stock, or sell its existing shares of Issuer Common Stock,
based on the course of the discussions described above or on the
basis of exogenous factors such as the price and availability of
the Issuer's securities; subsequent developments concerning the
Issuer's business and prospects and the industry in which the
Issuer operates; other investment and business opportunities
available to Amerop; tax considerations; and such other factors as
Amerop may consider relevant.
A full-text copy of the Schedule 13D/A is available for free at:
https://is.gd/FKCIu0
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.muslepharm.com/-- develops and
manufactures a full line of National Science Foundation approved
nutritional supplements that are 100 percent free of banned
substances. MusclePharm is sold in over 120 countries and
available in over 5,000 U.S. retail outlets, including GNC and
Vitamin Shoppe. MusclePharm products are also sold in over 100
online stores, including bodybuilding.com, Amazon.com and
Vitacost.com.
MusclePharm reported a net loss of $3.47 million on $132.5 million
of net revenue for the year ended Dec. 31, 2016, compared to a net
loss of $51.85 million on $166.9 million of net revenue for the
year ended Dec. 31, 2015. As of June 30, 2017, MusclePharm had
$29.75 million in total assets, $39.76 million in total
liabilities, and a total stockholders' deficit of $10.01 million.
NAKED BRAND: Two Directors Quit from Board
------------------------------------------
Mr. David Hochman and Mr. Andrew Kaplan advised Naked Brand Group
Inc. that each would resign as a member of the Board of Directors
of the Company, effective on Oct. 20, 2017. Messrs. Hochman's and
Kaplan's resignations were not the result of any disagreement with
the Company on any matter relating to the Company's operations,
policies or practices, according to a regulatory filing with the
Securities and Exchange Commission.
About Naked Brand Group
Naked Brand Group Inc. -- http://www.nakedbrands.com/-- was
founded on one basic desire - to create a new standard for how
products worn close to the skin fit, feel, and function. Currently
featuring an innovative and luxurious collection of innerwear
products, the Company plans to expand into additional apparel and
product categories that exemplify the mission of the brand, such as
activewear, swimwear, sportswear and more. Naked's women's and
men's collections are available at www.wearnaked.com, as well as
through some of the leading online retailers and department stores
in North America, including Bloomingdale's, Dillard's, Soma, Saks
Fifth Avenue, Amazon.com, and BareNecessities.com, among others.
Renowned designer and sleepwear pioneer and Chief Executive
Officer, Carole Hochman, leads Naked from its headquarters in New
York City.
Naked Brand reported a net loss of US$10.79 million for the year
ended Jan. 31, 2017, compared with a net loss of US$19.06 million
for the year ended Jan. 31, 2016. As of July 31, 2017, Naked Brand
had US$5.46 million in total assets, US$755,843 in total
liabilities and US$4.70 million in total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended Jan.
31, 2017, stating that the Company incurred a net loss for the year
ended Jan. 31, 2017, and the Company expects to incur further
losses in the development of its business. This condition raises
substantial doubt about the Company's ability to continue as a
going concern.
NATIONAL EVENTS: Needs More Time for Fraud Probe & to File Plan
---------------------------------------------------------------
National Events of America, Inc. and New World Events Group Inc.
ask the U.S. Bankruptcy Court for the Southern District of New York
to extend for an additional 120 days (a) the exclusive period
during which the Corporate Debtors may file plans, through February
23, 2018; and (b) the exclusive period within which the Corporate
Debtors may solicit acceptances to plans, through April 24, 2018.
The Corporate Debtors assert that this is their first request for
an extension of the Exclusive Periods. The Corporate Debtors' cases
have thus far been active with procedural matters that were
recently resolved by entry of a stipulation on consent establishing
the Estate Fiduciary's role and responsibilities.
The Corporate Debtors, at the direction of the Estate Fiduciary,
Edward J. LoBello, Esq., are investigating their prepetition
business affairs and relationships. The Estate Fiduciary and his
professionals has been (and continues to be) investigating the
fraud that alleged to have taken place, and is moving forward with
a comprehensive discovery process focused on all of these matters.
Thus far, the Estate Fiduciary's focus has principally been on
identifying and reviewing the books and records of the Corporate
Debtors, reviewing bank records, analyzing potential preference and
fraudulent transfer actions, and identifying discovery parties.
Consequently, the Corporate Debtors have embarked upon a discovery
process regarding those financial institutions and others who have
particular knowledge regarding the scheme alleged to have been
perpetrated by Nissen.
At the same time, the Corporate Debtors are in communication with
the Trustee overseeing the chapter 7 cases of the LLC Debtors
regarding his investigation and the administration of the LLC
Debtor cases.
While the Estate Fiduciary's investigation continues, the Corporate
Debtors seek an extension of the exclusive periods of time in which
they can propose a plan and solicit acceptances thereof in order to
preserve the status quo.
Moreover, the Corporate Debtors anticipate filing a motion seeking
entry of a "bar date" order, and believe that the additional time
requested will provide the Corporate Debtors with time that is
needed to formulate and propose a plan while pursuing answers and
recoveries.
A hearing on the Debtors' Motion to Extend Exclusive Periods will
be held on November 21, 2017, at 10:00 a.m. Any objections to the
Debtors' Motion are due by November 14.
About National Events Holdings
National Events Holdings, LLC, et al., operate together a ticket
broker and wholesale distributor of tickets for sporting and
theatrical events that was formed in 2006. National Events
Holdings provides ticketing services for all concert, theater and
sporting event tickets, as well as various V.I.P. hospitality
packages that deliver exclusive access to big name events,
including hotels, celebrity meet and greets and exclusive parties.
National Events Holdings and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 17-11556) on
June 5, 2017. They are represented by Stephen B. Selbst, Esq., and
Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in New York.
Timothy Puopolo of RAS Management Advisors, LLC, is the chief
restructuring officer.
On June 28, 2017, National Events of America Inc. and New World
Events Group Inc. filed Chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 17-11798 and 17-11799). They are represented by Westerman
Ball Ederer Miller Zucker & Sharfstein, LLP. The Debtor hired
EisnerAmper LLP as accountant.
Alan D. Halperin, Esq., at Halperin Battaglia Benzija LLP, was
appointed as examiner. The examiner hired Halperin Battaglia
Benzija, LLP as his counsel.
NET ELEMENT: May Issue Additional 368,000 Shares Under 2013 Plan
----------------------------------------------------------------
Net Element, Inc. filed a Form S-8 registration statement with the
Securities and Exchange Commission for the purpose of registering
an additional 368,000 (as adjusted for reverse stock split dated
Oct. 5, 2017) shares of common stock to be issued pursuant to the
Company's 2013 Equity Incentive Plan, as amended. A full-text copy
of the prospectus is available for free at:
https://is.gd/nTcaH5
About Net Element
North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) --
http://www.netelement.com/-- operates a payments-as-a-service
transactional and value-added services platform for small to medium
enterprise in the US and selected emerging markets. In the U.S. it
aims to grow transactional revenue by innovating SME productivity
services such as its cloud based, restaurant and retail
point-of-sale solution Aptito. Internationally, Net Element's
strategy is to leverage its omni-channel platform to deliver
flexible offerings to emerging markets with diverse banking,
regulatory and demographic conditions such as UAE, Kazakhstan,
Kyrgyzstan and Azerbaijan where initiatives have been recently
launched. Net Element was named in 2016 by South Florida Business
Journal as one of the fastest growing technology companies.
Net Element reported a net loss of $13.61 million on $54.28 million
of total revenues for the 12 months ended Dec. 31, 2016, compared
to a net loss of $13.32 million on $40.23 million of total revenues
for the 12 months ended Dec. 31, 2015. As of June 30, 2017, Net
Element had $21.97 million in total assets, $19.99 million in total
liabilities and $1.97 million in total stockholders' equity.
Daszkal Bolton LLP's report on the Company's consolidated financial
statements for the year ended Dec. 31, 2016, contains an
explanatory paragraph expressing substantial doubt as to the
Company's ability to continue as a going concern. The independent
auditors stated that the Company's recurring losses from operations
and working capital and accumulated deficits raise substantial
doubt about its ability to continue as a going concern.
NEXT COMMUNICATIONS: Seeks January 31 Plan Exclusivity Extension
----------------------------------------------------------------
Next Communications, Inc. filed a third motion asking the U.S.
Bankruptcy Court for the Southern District of Florida to extend the
exclusivity period for the Debtor to file a plan and to obtain
acceptance of the plan through January 31, 2018.
The Debtor has had increased revenues for the month of September in
the amount of $128,000. The revenues for the month of October are
expected to be over $500,000, and the Debtor anticipates revenues
increasing to $1.0 million for December.
The Debtor tells the Court that it has been working on obtaining
funding for plan from its other affiliated companies, including
Next Group Holdings, Inc., to be paid over the contemplated plan
life for distribution to creditors holding allowed claims.
The Debtor claims that it has been working on the claims analysis
to determine expected claims filed against them. The Debtor asserts
that it still needs to resolve the claim of 100 NWT Fee and a new
claim against Verizon and Equinix for the loss of server equipment
while in their custody and control.
Accordingly, the Debtor requests that the exclusivity period be
extended through January 31, 2018 to allow ample time to finalize a
Chapter 11 Plan and Disclosure Statement.
About Next Communications
Next Communications, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 16-10411) on December 21, 2016. The Hon.
Robert A. Mark presides over the case. AM Law, LLC represents the
Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Arik Maimon, its CEO.
NORTH CAROLINA TOBACCO: Trustee Taps Northen Blue as Legal Counsel
------------------------------------------------------------------
The Chapter 11 trustee for North Carolina Tobacco International,
LLC seeks approval from the U.S. Bankruptcy Court for the Middle
District of North Carolina to hire his own firm as legal counsel.
John Northen proposes to employ Northen Blue LLP to, among other
things, give legal advice regarding his duties as bankruptcy
trustee; evaluate the ability and means by which the Debtor's
assets can generate cash for payment of claims; and assist him in
the preparation of a bankruptcy plan.
Northen Blue is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
John A. Northen, Esq.
Vicki L. Parrott, Esq.
John Paul H. Cournoyer, Esq.
1414 Raleigh Road, Suite 435
Chapel Hill, NC 27517
Tel: 919-968-4441
Email: jan@nbfirm.com
Email: vlp@nbfirm.com
Email: jpc@nbfirm.com
About North Carolina Tobacco International
North Carolina Tobacco International, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
17-51077) on Oct. 10, 2017. William A. Barbee, the court-appointed
receiver for the Debtor's assets, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$1 million.
Judge Benjamin A. Kahn presides over the case. Richard S. Wright,
Esq., at Moon Wright & Houston, PLLC, serves as the Debtor's
bankruptcy counsel.
On October 20, 2017, the court entered an order appointing John A.
Northen as Chapter 11 trustee for the Debtor.
OAK CLIFF DENTAL: Seeks to Hire DDS Match as Broker
---------------------------------------------------
Oak Cliff Dental Center, PLLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire a
broker to sell its dental practice.
The Debtor, which operates a dental practice in Dallas, Texas,
proposes to employ DDS Match North Texas LLC, and pay the firm a
commission of 10% of the total consideration (with a $15,000
minimum commission) if a buyer is located and practice is sold
through DDS; or 5% (with a $15,000 minimum commission) if the buyer
is previously located not through DDS but the dental practice is
sold through the firm.
Steven Hipson, owner of DDS, disclosed in a court filing that his
firm has no connection with the Debtor or any of its creditors.
The firm can be reached through:
Steven Hipson
DDS Match North Texas LLC
1071 Lake Carolyn Parkway, Suite 3084
Irving, TX 75039
About Oak Cliff Dental Center
Oak Cliff Dental Center, PLLC, operates a single office dental
practice at 820 N. Zang Blvd., Suite 110, Dallas Texas. The dental
center has operated continuously since April 1, 2014. Its sole
member and equity holder is Angela L. Jones, DDS. Separately Dr.
Jones filed a personal Chapter 13 bankruptcy under Case No.
17-33489.
Oak Cliff Dental Center, PLLC, filed for chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-33780) on Oct. 4, 2017,
and is represented by Robert M. Nicoud, Jr., Esq., of Olson, Nicoud
& Gueck, LLP.
OCEANEERING INT'L: Egan-Jones Cuts Sr. Unsec. Ratings to BB
-----------------------------------------------------------
Egan-Jones Ratings Company, on August 7, 2017, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Oceaneering International Inc. to BB from BB+.
Oceaneering International, Inc. is a global provider of engineered
services and products to the offshore oil and gas industry. The
Company offers services and products in remotely operated vehicles,
mobile offshore production systems, engineering and product
management, manned diving and other deep water applications.
Oceaneering also serves the defense and aerospace industries.
OFFSHORE SPECIALTY: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Oct. 25 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Offshore Specialty Fabricators, LLC.
The committee members are:
(1) DeepCor Marine, Inc.
Attn: Meegan Rhodes
c/o Henry A. King
201 St. Charles Avenue, 45th Floor
New Orleans, LA 70170
Tel: 504-582-3805
Email: hking@kingkrebs
(2) Retif Oil & Fuel, LLC
Attn: Kenneth J. Retif
1840 Jutland Drive
Harvey, LA 70058
Tel: 504-349-9000
Email tthriffiley@pivachlaw.com
(3) Abrado Inc.
Attn: Scott Gilley
16203 Park Row, Suite 160
Houston, TX 77084
Tel: 713-896-9960
Email: scott.gilley@abrado-intl.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.
Offshore Specialty is represented by:
Kyung Shik Lee, Esq.
Diamond McCarthy LLP
909 Fannin, Suite 1500
Houston, TX 77010
Tel: 713-333-5125
Fax: 713-333-5195
Email: klee@diamondmccarthy.com
About Offshore Specialty Fabricators
Offshore Specialty Fabricators, LLC -- http://www.osf-llc.com
--provides decommissioning project management utilizing its heavy
lift derrick barges for the installation and removal of oil and gas
facilities in the Gulf of Mexico. Its facility is located at 115
Menard Rd. in Houma, Louisiana.
The Company has been providing offshore construction solutions to
the international and domestic oil and gas industry for over 20
years.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Case No. 17-35623) on October 1, 2017.
Tammy Naron, its chief executive officer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of $50 million to $100 million and estimated
liabilities of $10 million to $50 million.
Judge Marvin Isgur presides over the case. Diamond McCarthy LLP is
the Debtor's bankruptcy counsel.
OM SHANTI OM THREE: Hires Scalisi Myers as Accountant
-----------------------------------------------------
Om Shanti Om Three, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of Louisiana to employ Scalisi Myers
& White APC, as accountant to the Debtor.
Om Shanti Om Three requires Scalisi Myers to:
-- assist the Debtor and the Debtor's counsel in any and all
matters requested pertaining to the Debtor's Chapter 11
proceeding including, but not limited to, preparation of
monthly operating reports, assistance with projections for
Debtor's disclosure statement and reorganization plan,
and such other matters as may be necessary or proper in the
administration of the estate.
Scalisi Myers will be paid at these hourly rates:
Partner $150
Manager $125
Senior Accountant $105
Junior Accountant $85
Bookkeeper $70
Administrative $55
Scalisi Myers will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Donita Helms, partner of Scalisi Myers & White 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 Debtor and its estates.
Scalisi Myers can be reached at:
Donita Helms
SCALISI MYERS & WHITE APC
675 W College St.
Lake Charles, LA 70605
Tel: (337) 477-6363
Fax: (337) 474-1251
About Om Shanti Om Three, LLC
Om Shanti Om Three, LLC, owns a 78-room hotel known as Fairfield
Inn and Suites located at 1530 MLK Drive, Houma, Louisiana. The
hotel provides complimentary Wi-Fi, plus a newly renovated fitness
center, and an indoor heated pool. The hotel, together with all
FF&E, linens, office equipment, appliances, and all other equipment
and goods required to operate the hotel property, is valued at $1.5
million.
Om Shanti Om Three sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 17-20833) on Sept. 5,
2017. Nimesh Zaver, managing member, signed the petition.
The Debtor disclosed $1.51 million in assets and $4.73 million in
liabilities as of the bankruptcy filing.
Judge Robert Summerhays presides over the case.
Wade N. Kelly, Esq., represents the Debtor.
ORACLE OIL: Taps Robert McGinnis as Consultant
----------------------------------------------
Oracle Oil, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Louisiana to hire Robert McGinnis, an
engineer employed with Bear Creek Engineering.
Mr. McGinnis will be employed as a consultant and expert to testify
in a lawsuit filed by the Debtor against EPI Consultants, A
Division of Cudd Pressure Control, Inc., for alleged negligence in
the 32nd Judicial District Court for the Parish of Terrebonne,
Louisiana.
Mr. McGinnis will be employed through Thomson Reuters Expert
Witness Services, which requested a refundable $15,000 retainer and
reimbursement of work-related expenses. His billing rate is $570
per hour for consulting, reports, and testimony and $425 per hour
for travel.
In a court filing, Mr. McGinnis disclosed that he does not hold any
interest adverse to the Debtor or its estate.
Mr. McGinnis' office address is:
Robert A. McGinnis
Bear Creek Engineering
425 Ashley Ridge Blvd., Suite 350
Shreveport, LA 71136
Office: (318) 703-6501
About Oracle Oil LLC
Oracle Oil, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. La. Case No. 17-12391) on September 6,
2017. Judge Elizabeth W. Magner presides over the case.
At the time of the filing, the Debtor disclosed that it had
estimated assets of $10,000,001 to $50,000,000 and liabilities of
$1,000,001 to $10,000,000. The Debtor hired The Derbes Law Firm,
LLC, as counsel, and Timothy C. Ellender, Jr., APLC, as special
counsel.
PACE DIVERSIFIED: Hires Ehrlich Pledger as Special Counsel
----------------------------------------------------------
Pace Diversified Corporation seeks authority from the U.S.
Bankruptcy Court for the Eastern District of California to employ
Ehrlich Pledger Law, LLP, as special counsel to the Debtor.
In 2011, MacPherson Oil Company filed a multi-million dollar
lawsuit against the Debtor claiming damage to six horizontal wells
owned by Macpherson Oil and its core partners, located on the
Stephens Lease adjacent to Pace Olcese lease. After three and a
half years of litigation, the Debtor prevailed with a defense
verdict.
In November 2015, the Debtor learned of two horizontal water
injection wells drilled into the Debtor's Olcese lease by
MacPherson Oil in 2014, and that the wells had injected millions of
barrels of produced water into pace minerals estate. In November
2016, Macpherson Oil filed a Cross Complaint. The Debtor's
Travelers Insurance and Chubb policies are covering the cost of
defending the MacPherson Oil Cross Complaint.
In or about 2012, shortly after the 2011 notice from DOGGR,
MacPherson Oil sent a demand letter for royalties and performance
to the Debtor stating that the Debtor was subject to a lease on
Gardner property.
With respect to the Gardner Lease Litigation, the Debtor filed a
lawsuit in 2013, which was subsequently amended to state claims for
quite title based on adverse possession and prescriptive easement
with regard to the oil and gas underlying the Gardner property, as
well as several claims in the alternative. MacPherson Oil filed a
cross-complaint and the matter was set for trial tree times, most
recently on March 27, 2017. The court granted relief from stay and
on June 29, 2017, a Case Management Conference was held at the Kern
Couty Superior Court so that a trial date could be set.
The parties participated in a two day mediation on July 18 and July
20, 2017 to attempt to resolve the claims and cross claims
associated with the Olcese lease and Gardner lease.
Pace Diversified requires Ehrlich Pledger to represent the Debtor
in the Arbitration on November 9, 2017 to resolve the issues.
Ehrlich Pledger will be paid at these hourly rates:
Partners $375-$415
Associates $275
Paralegals $125
Ehrlich Pledger will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jean Pedger, partner of Ehrlich Pledger Law, LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Ehrlich Pledger can be reached at:
Jean Pedger, Esq.
EHRLICH PLEDGER LAW, LLP
5001 California Avenue, Suite 223
Bakersfield, CA 93309
Tel: (661) 323-9000
Fax: (661) 323-9500
E-mail: jpledger@eplawyers.net
About Pace Diversified Corporation
Pace Diversified Corporation was incorporated in 2001 by its owners
Dwayne and Patricia Roach. Pace is engaged in the production and
distribution of oil and gas. The Company was founded in 2000 and is
based in Bakersfield, California.
Pace Diversified filed a Chapter 11 petition (Bankr. E.D. Cal. Case
No. 17-11028) on March 23, 2017. The petition was signed by Dwayne
Roach, President. The case is assigned to Judge Rene Lastreto II.
At the time of filing, the Debtor had $10 million to $50 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
The Debtor is represented by T. Scott Belden, Esq. at Belden Blaine
Raytis, LLP. The Debtor employs Ehrlich Pledger Law, LLP, as
special counsel, Long Wayne & Company ("WLC") as accountants.
PALLET PLUS: Unsecureds To Be Paid Dividend of 20% Over 5 Years
---------------------------------------------------------------
Pallet Plus Incorporated filed with the U.S. Bankruptcy Court for
the Western District of Tennessee a disclosure statement in support
of the Debtor's plan of reorganization dated Oct. 16, 2017.
Class 10 General Nonpriority Unsecured Claims holds claims totaling
$102,125.38. They will be paid a dividend of 20% over a 60-month
period following the Effective Date. The total amount paid this
class will be $20,425.07. There are nine general unsecured
creditors not entitled to priority in this class.
The Plan is a plan of reorganization and provides for distribution
of the proceeds from the Debtor's income from rental income it
receives from manufacturing, marketing and selling wooden pallets
in Memphis, Shelby County, Tennessee.
The Debtor automatic stay has enabled the officers of the Debtor to
focus on operating the business. This has resulted in an increase
in revenues. Based on postpetition income and expenses, the
officers of the Debtor believe the proposed reorganization is
realistic.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/tnwb17-24658-34.pdf
About Pallet Plus, Incorporated
Pallet Plus, Incorporated, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 17-24658) on May
25, 2017, and is represented by John Edward Dunlap, Esq. The case
is assigned to Judge George W. Emerson Jr. At the time of the
filing, the Debtor estimated less than $100,000 in assets and $1
million in liabilities.
PEABODY ENERGY: Bankruptcy Blocks Global-Warming Suits, Judge Says
------------------------------------------------------------------
Jonathan Randles, writing for The Wall Street Journal Pro
Bankruptcy, reported that a judge has ruled Peabody Energy Corp. is
protected by its recent bankruptcy from global-warming lawsuits
brought by California coastal communities against fossil-fuel
companies.
According to the report, Judge Barry Schermer of the U.S.
Bankruptcy Court for the Eastern District of Missouri ruled that
discharge and injunction provisions included in Peabody's chapter
11 plan of reorganization extinguish the lawsuits that were filed
months after the coal-mining company left bankruptcy in early
April.
The litigation was brought by the counties of San Mateo and Marin
and the city of Imperial Beach and seeks damages tied to
greenhouse-gas emissions between 1965 and 2015, the report related.
Peabody sought bankruptcy in 2016, and the ruling doesn't affect
other companies that are named in the lawsuits, filed in July, the
report further related.
According to the report, the lawsuits say Peabody for decades has
exported substantial amounts of coal from California and claim the
company has been linked to groups that have sought to undermine
climate science and the connection between emissions and global
warming and rising sea levels. Peabody has said the lawsuits lack
merit, the report related.
About Peabody Energy Corporation
Headquartered in St. Louis, Missouri, Peabody Energy Corporation --
http://www.PeabodyEnergy.com/-- claims to be the world's largest
private-sector coal company. As of Dec. 31, 2014, the Company owned
interests in 26 active coal mining operations located in the U.S.
and Australia. The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount Mine
in Australia. In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.
At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.
On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code. The 154 cases are jointly administered
before the Honorable Judge Barry S. Schermer under (Bankr. E.D. Mo.
Case No. 16-42529).
As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.
The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.
The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors. The Committee retained Morrison &
Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis,
Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre
LLC as its independent expert, and Berkeley Research Group, LLC, as
financial advisor.
On March 17, 2017, the U.S. Bankruptcy Court for the Eastern
District of Missouri, Eastern Division, entered an order confirming
the Second Amended Joint Plan of Reorganization of Peabody Energy
Corporation, et al., as Revised March 15, 2017. At 4:01 p.m.
(Eastern Time), on April 3, 2017, the Effective Date of the Plan
occurred.
PELICAN REAL ESTATE: Nov. 13 Auction of TM 25 Pools
---------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida conditionally authorized, on an ex parte basis,
the sales procedures of Maria M. Yip, the Chapter 11 Liquidating
Trustee for Pelican Real Estate, LLC and affiliates, for the sale
of the TM 25 Pools to the U.S. Bank Trust National Association, as
Trustee for American Homeowner Preservation Trust Series 2015A+,
for $165,000, subject to higher and better offers.
The essential terms of the Bidding Procedures are:
a. Qualifying Bid: At least $175,000
b. Deposit: $75,000
c. Bid Deadline: Nov. 9, 2017, at 5:00 p.m. (ET)
d. Auction: Nov. 13, 2017, at 3:00 p.m. (ET) at the offices of
Broad and Cassel, LLP, One Financial Plaza, 100 S.E. 3rd Avenue,
Suite 2700, Fort Lauderdale, Florida
e. Bid Increments: $5,000
f. Terms: Free and clear of all liens, claims, and interests
g. Sale Hearing: Nov. 16, 2017, at 10:00 a.m. (ET)
h. Sale Objection Deadline: Nov. 9, 2017, at 5:00 p.m. (ET)
The Court's conditional approval of the Sale Notice, the Bidding
Procedures, and the Break-up Fee will be final unless an objection
is filed within seven days from the entry of the Order. If an
objection is filed, then the Court will set the objection for
hearing on an expedited basis.
About Pelican Real Estate
Pelican Real Estate, LLC and its eight affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case
No. 16-03817) on June 8, 2016. The petition was signed by Jared
Crapson, president of SMFG, Inc., manager of Pelican Management
Company, LLC. At the time of the filing, Pelican Real Estate listed
under $50,000 in both assets and debt.
The Debtors are represented by Elizabeth A. Green, Esq., at Baker &
Hostetler LLP. The Debtors hired Bill Maloney Consulting as their
financial advisor; Hammer Herzog and Associates P.A. as their
accountant; and Pino Nicholson PLLC as their special counsel.
Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate
LLC, hired Dance Bigelow Sharp & Co. as accountant.
Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016,
formed an official committee of unsecured creditors for Pelican
Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC
and Accelerated Asset Group LLC.
Maria Yip was appointed examiner in the case. She hired
GrayRobinson, P.A., as her lead counsel; and Fikso Kretschmer Smith
Dixon Ormseth PS as special counsel.
On February 15, 2017, the Court entered an order confirming the
Debtors' Second Amended Plan of Liquidation. The Plan became
effective on March 2, 2017, at which time the Smart Money
Liquidating Trust came into existence and Ms. Yip was named the
Liquidating Trustee.
PH GLATFELTER: Egan-Jones Cuts Sr. Unsecured Ratings to BB
----------------------------------------------------------
Egan-Jones Ratings Company, on August 18, 2017, lowered the local
currency and foreign currency senior unsecured ratings on debt
issued by PH Glatfelter Co. to BB from BB+.
P. H. Glatfelter Company is a manufacturer of specialty papers and
fiber-based engineered materials. The company was founded in 1864
and is headquartered in York, Pennsylvania.
PHOENIX OF TENNESSEE: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Phoenix of Tennessee, Inc. as
of Oct. 25, according to a court docket.
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, its 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.
PHOTOMEDEX INC: Changes Name to 'FC Global Realty Inc.'
-------------------------------------------------------
FC Global Realty Incorporated (formerly PhotoMedex, Inc.) filed
Amended and Restated Articles of Incorporation with the Nevada
Secretary of State to, among other things, change the name of the
Company from PhotoMedex, Inc. to FC Global Realty Incorporated,
increase the number of authorized shares of the Company's common
stock from 50,000,000 shares to 500,000,000 shares, and increase
the number of authorized shares of the Company's preferred stock
from 5,000,000 shares to 50,000,000 shares. The Amended and
Restated Articles of Incorporation also include the following
amendments:
* the addition of a provision regarding the Company's election
not to be governed by certain provisions of the Nevada Revised
Statutes regulating business combinations with interested
stockholders;
* the addition of a provision regarding the Company's election
not to be governed by certain provisions of the Nevada Revised
Statutes regulating control share acquisitions;
* the removal of a provision regarding the number of directors
of the Company, which is included in the Company's Amended and
Restated Bylaws;
* the removal of a provision regarding vacancies in the
Company's Board of Directors, which is included in the Company's
Amended and Restated Bylaws; and
* the removal of a provision regarding the location of
stockholder meetings and the location of the Company's books and
records, which is included in the Company's Amended and Restated
Bylaws.
The Amended and Restated Articles of Incorporation were approved by
the Company's Board of Directors on May 17, 2017, and by the
Company's stockholders at the special meeting held on Oct. 12,
2017.
The Company's common stock will be traded under a new symbol, FCRE,
on the Nasdaq Capital Market, tentatively effective Nov. 1, 2017.
The Company will file another Form 8-K regarding the change of
ticker symbol once it has been finalized.
About PhotoMedex
Willow Grove, Pennsylvania-based PhotoMedex, Inc., is a global
health products and services company providing integrated disease
management and aesthetic solutions to dermatologists, professional
aestheticians, ophthalmologists, optometrists, consumers and
patients. The Company provides proprietary products and services
that address skin conditions including psoriasis, vitiligo, acne,
actinic keratosis, photo damage and unwanted hair, as well as
fixed-site laser vision correction services at its LasikPlus(R)
vision centers.
PhotoMedex reported a loss of $13.26 million in 2016, following a
loss of $34.55 million in 2015. As of June 30, 2017, PhotoMedex
reported $17.61 million in total assets, $9.73 million in total
liabilities, and $7.87 million in total stockholders' equity.
Fahn Kanne & Co. Grant Thornton Israel, in Tel-Aviv, Israel, issued
a "going concern" opinion on the consolidated financial statements
for the year ended Dec. 31, 2016, citing that as of Dec. 31, 2016,
the Company had an accumulated deficit of $115.6 million and
shareholders' deficit of $1.408 million. Also, during the most
recent periods the Company has incurred losses and negative cash
flows from continuing operations and was forced to sell certain
assets and business units to obtain additional liquidity resources
to support its operations. In addition, on Jan. 23, 2017, the
Company completed the sale of its consumer products division which
represented the sale of substantially all of the remaining
operations and assets of the Company. These conditions, along with
other matters, raise substantial doubt about the Company's ability
to continue as a going concern.
PILGRIM'S PRIDE: S&P Downgrades CCR to 'B', Outlook Still Negative
------------------------------------------------------------------
S&P Global Ratings lowered the corporate credit rating on Pilgrim's
Pride Corp. to 'B' from 'B+'. The outlook remains negative.
S&P said, "We also lowered the issue-level ratings on the company's
senior secured debt to 'BB-' from 'BB', and on the senior unsecured
debt to 'B+' from 'BB-'. The recovery ratings on these issues
remain unchanged at '1' and '2', respectively, indicating our
expectation of very high (90%-100%; rounded estimate 95%) and
substantial (70%-90%; rounded estimate 85%) recovery in the event
of a default.
"The one notch downgrade follows a similar action on the parent
company, Brazil-based protein processor JBS S.A. (see "Research
Update: JBS S.A. And JBS USA Downgraded To 'B' From 'B+' On
Upcoming Refinancing Risks; Outlook Remains Negative," published
Oct. 24), after the arrest of its two controlling shareholders in
September--one of whom was JBS' CEO--for suspected insider trading.
This could, in our view, pressure the company's refinancing
negotiations with banks until the middle of next year. Although JBS
has been reducing its short-term debt with proceeds from asset
sales, it would still face a large maturity amount in July 2018,
R$10 billion–R$13 billion, which it does not generate sufficient
cash to pay down at once. Additionally, any potential contingent
liability or developments from the ongoing investigations into its
controlling shareholders could pose additional risks for company's
access to capital and credit markets. If these risks come to bear,
JBS could have Pilgrim's Pride potentially upstream
leverage-financed dividends, or it could sell Pilgrim's Pride
assets to pay for possible future liabilities, which would probably
weaken Pilgrim's Pride's credit metrics.
"The outlook is negative, reflecting the negative ratings outlook
on JBS, and our opinion that Pilgrim's Pride will remain a highly
strategic subsidiary of JBS, which effectively ties the Pilgrim's
Pride ratings to those of its parent. The negative outlook on JBS
indicates our view of ongoing reputational and refinancing risks
over the coming months, which could translate into lower financial
flexibility, despite our expectations of still-solid operations for
the group.
"We could also downgrade Pilgrim's Pride if we downgrade JBS and it
is unable to advance debt-refinancing negotiations, pressuring its
cash position; or if Pilgrim's Pride's operating performance
unexpectedly weakens such that debt to EBITDA approaches or exceeds
5x. We believe this could occur if corn costs return to about $7
per bushel or higher and the company cannot raise prices high
enough to offset these costs; or if the company were to pursue a
large debt-financed acquisition. Pilgrim's Pride's credit metrics
could also deteriorate if JBS has Pilgrim's Pride upstream
substantial leveraged-financed dividends, or sells Pilgrim's Pride
assets to pay for possible future liabilities.
"We could revise the outlook on Pilgrim's Pride to stable if we
revise the outlook on JBS to stable, and we continue to view
Pilgrim's Pride as a highly strategic subsidiary. We could revise
the JBS outlook over the next year if the company is able to
refinance short-term debt and complete expected asset sales, thus
reducing liquidity pressures and allowing for additional debt
reduction in 2018."
PORTER BANCORP: Reports 3rd Quarter Net Income of $1.7 Million
--------------------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, reported
unaudited results for the third quarter of 2017. Net income
available to common shareholders for the third quarter of 2017 was
$1.7 million, or $0.29 per basic and diluted common share, compared
with $1.3 million, or $0.22 per basic and diluted share, for the
third quarter of 2016. Net income available to common shareholders
for the nine months ended Sept. 30, 2017, was $5.1 million, or
$0.83 per diluted common share, compared with net income available
to common shareholders of $3.8 million, or $0.66 per diluted share,
for the nine months ended Sept. 30, 2016.
The $5.1 million in net income for the first nine months of 2017
compares favorably to net income of $3.8 million for the 2016
period. Core earnings for the nine months ended Sept. 30, 2017,
outperformed the same period in 2016. The first nine months of
2016 benefitted from $1.9 million in negative loan loss
provisioning, $451,000 of other real estate owned income, and
$187,000 in gains on securities sales and calls.
The Company has a net deferred tax asset of $51.9 million subject
to a full valuation allowance at Sept. 30, 2017. The Company's
ability to utilize deferred tax assets depends upon generating
sufficient future levels of taxable income. The determination to
restore a deferred tax asset and eliminate a valuation allowance
depends upon the evaluation of both positive and negative evidence
regarding the likelihood of achieving sufficient future taxable
income levels. A key element of the evaluation is the achievement
of pre-tax net income rather than pre-tax net loss on a cumulative
basis for the trailing three-year period. At Sept. 30, 2017, the
Company's trailing three-year cumulative pre-tax net loss has
declined to $762,000. The Company continues to monitor and
evaluate the positive and negative evidence and will reverse the
valuation allowance when we determine it is more-likely-than-not
the asset will be utilized to reduce future taxes payable related
to the future taxable income of the Company.
Net interest income before provision expense increased to $7.8
million for the third quarter of 2017, compared with $7.5 million
in the third quarter of 2016. Average loans increased to $669.6
million for the 2017 quarter, compared with $626.1 million in the
2016 quarter. Net interest margin decreased to 3.44% in the 2017
quarter, compared with 3.47% in the 2016 quarter.
The Company's yield on earning assets increased to 4.16% in the
third quarter of 2017, compared to 4.15% in the third quarter of
2016. Its cost of interest bearing liabilities was 0.85% in the
2017 quarter, compared to 0.78% in the 2016 quarter.
There was no provision for loan losses during the first nine months
of 2017. Ongoing improvements in asset quality and management's
assessment of risk in the loan portfolio led to negative provisions
for loan losses of $750,000 for the third quarter of 2016 and $1.9
million for the first nine months of 2016.
The allowance for loan losses to total loans was 1.32% at Sept. 30,
2017, compared to 1.53% at Sept. 30, 2016. The reduced level of
the allowance in 2017 compared to 2016 was primarily driven by
declining charge-off levels, growth in the portfolio, and improving
trends in credit quality. Net loan recoveries were $10,000 for the
first nine months of 2017, compared to net loan charge-offs of
$652,000 for the first nine months of 2016. The allowance for loan
losses for loans evaluated collectively for impairment was 1.27% at
Sept. 30, 2017, and 1.51% at Sept. 30, 2016.
Non-performing assets, which include loans past due 90 days and
still accruing, nonaccrual loans and other real estate owned,
decreased to $12.1 million, or 1.26% of total assets at Sept. 30,
2017, compared with $12.8 million, or 1.34% of total assets at June
30, 2017, and $17.2 million, or 1.88% of total assets at Sept. 30,
2016.
Non-performing loans decreased to $5.8 million, or 0.85% of total
loans at Sept. 30, 2017, compared with $6.5 million, or 0.99% of
total loans at June 30, 2017, and $10.1 million, or 1.62% of total
loans at Sept. 30, 2016. The decrease from the previous quarter
was primarily driven by $1.1 million in principal payments received
on nonaccrual loans. OREO at Sept. 30, 2017, remained unchanged at
$6.3 million, compared with June 30, 2017, and decreased from $7.1
million at Sept. 30, 2016. The Company acquired $130,000 in OREO
and sold $30,000 in OREO during the third quarter of 2017. There
were $98,000 in fair value write-downs arising from lower marketing
prices or new appraisals in the first nine months of 2017, compared
with $970,000 in the first nine months of 2016.
Non-interest income for the third quarter of 2017 increased $77,000
to $1.2 million compared with $1.1 million for the third quarter of
2016. The increase from the third quarter of 2016 was primarily
due to a $48,000 increase in service charges on deposit accounts as
well as an increase in bank card interchange fees of $31,000.
Non-interest expense decreased $745,000 to $7.2 million for the
third quarter of 2017, compared with $7.9 million for the third
quarter of 2016. The decrease from the 2016 quarter was primarily
due to a reduction in salaries and employee benefits of
approximately $262,000, a reduction of OREO expense of $211,000,
and a reduction of litigation and loan collection expenses of
$144,000.
Non-interest expense decreased $2.6 million to $21.3 million for
the first nine months of 2017, compared with $23.9 million for the
same period in 2016. The decrease from the first nine months of
2016 was primarily due to reductions in OREO expense of $1.2
million, professional fees of $475,000, litigation and loan
collection expenses of $454,000, and FDIC insurance expense of
$403,000.
At Sept. 30, 2017, PBI Bank's Tier 1 leverage ratio was 7.73%,
compared with 7.54% at June 30, 2017, and its Total risk-based
capital ratio was 11.10% at Sept. 30, 2017, compared with 11.50% at
June 30, 2017.
At Sept. 30, 2017, Porter Bancorp's leverage ratio was 5.85%,
compared with 5.65% at June 30, 2017, and its Total risk-based
capital ratio was 10.05%, compared with 10.44% at June 30, 2017. At
Sept. 30, 2017, PBI Bank's Common equity Tier I risk-based capital
ratio was 9.66%, and Porter Bancorp's Common equity Tier I
risk-based capital ratio was 5.49%.
The Company has a net deferred tax asset of $51.9 million at
Sept. 30, 2017, which is currently subject to a 100% valuation
allowance.
The Company's ability to utilize deferred tax assets depends upon
generating sufficient future levels of taxable income. The
determination to restore a deferred tax asset and eliminate a
valuation allowance depends upon the evaluation of both positive
and negative evidence regarding the likelihood of achieving
sufficient future taxable income levels. The Company established a
valuation allowance for all deferred tax assets as of Dec. 31,
2011, and the valuation allowance remains in effect as of
Sept. 30, 2017.
Under Section 382 of the Internal Revenue Code, as amended, the
Company's net operating loss carryforwards and other deferred tax
assets can generally be used to offset future taxable income and
therefore reduce federal income tax obligations. However, the
Company's ability to use its NOLs would be limited if there was an
"ownership change" as defined by Section 382. This would occur if
shareholders owning (or deemed to own under the tax rules) 5% or
more of the Company's voting and non-voting common shares increase
their aggregate ownership of the Company by more than 50 percentage
points over a defined period of time.
In 2015, the Company took two measures to preserve the value of its
NOLs. First, the Company adopted a tax benefits preservation plan
designed to reduce the likelihood of an "ownership change"
occurring as a result of purchases and sales of the Company's
common shares. Any shareholder or group that acquires beneficial
ownership of 5% or more of the Company could be subject to
significant dilution in its holdings if the Company's Board of
Directors does not approve such acquisition. Existing shareholders
holding 5% or more of the Company will not be considered acquiring
persons unless they acquire additional shares, subject to certain
exceptions described in the plan. In addition, the Board of
Directors has the discretion to exempt certain transactions and
certain persons whose acquisition of securities is determined by
the Board not to jeopardize the Company's deferred tax assets. The
rights will expire upon the earlier of (i) June 29, 2018, (ii) the
beginning of a taxable year with respect to which the Board of
Directors determines that no tax benefits may be carried forward,
(iii) the repeal or amendment of Section 382 or any successor
statute, if the Board of Directors determines that the plan is no
longer needed to preserve the tax benefits, and (iv) certain other
events as described in the plan.
On Sept. 23, 2015, the Company's shareholders approved an amendment
to the Company's articles of incorporation to further help protect
the long-term value of the Company's NOLs. The amendment provides
a means to block transfers of our common shares that could result
in an ownership change under Section 382. The transfer
restrictions will expire on the earlier of (i) Sept. 23, 2018, (ii)
the beginning of a taxable year with respect to which the Board of
Directors determines that no tax benefit may be carried forward,
(iii) the repeal of Section 382 or any successor statute if our
Board determines that the transfer restrictions are no longer
needed to preserve the tax benefits of our NOLs, or (iv) such date
as the Board otherwise determines that the transfer restrictions
are no longer necessary.
A full-text copy of the press release is available for free at:
https://is.gd/gNuKUF
About Porter Bancorp
Porter Bancorp, Inc. (NASDAQ: PBIB) -- http://www.pbibank.com-- is
a Louisville, Kentucky-based bank holding company which operates
banking centers in 12 counties through its wholly-owned subsidiary
PBI Bank. The Company's markets include metropolitan Louisville in
Jefferson County and the surrounding counties of Henry and Bullitt,
and extend south along the Interstate 65 corridor. The Company
serves southern and south central Kentucky from banking centers in
Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess
counties. The Company also has a banking center in Lexington,
Kentucky, the second largest city in the state. PBI Bank is a
traditional community bank with a wide range of personal and
business banking products and services.
Porter Bancorp reported a net loss of $2.75 million for the year
ended Dec. 31, 2016, a net loss of $3.21 million for the year ended
Dec. 31, 2015, and a net loss of $11.15 million for the year ended
Dec. 31, 2014. As of Sept. 30, 2017, the Company had $962.96
million in total assets, $922.89 million in total liabilities and
$40.06 million in total stockholders' equity.
The Company said in its 2016 Annual Report that, "Regulatory
restrictions have limited our ability to pay interest on the junior
subordinated debentures that underlie our trust preferred
securities. If we cannot pay accrued and unpaid interest on these
securities for more than twenty consecutive quarters, we will be in
default."
"At December 31, 2016, we had an aggregate obligation of $21.4
million relating to the principal and accrued unpaid interest on
our four issues of junior subordinated debentures, which has
resulted in a deferral of distributions on our trust preferred
securities. Although we are permitted to defer payments on these
securities for up to five years (and we commenced doing so in
2016), the deferred interest payments continue to accrue until paid
in full. Our deferral period expires after the second quarter of
2021."
"Our holding company debt could make it difficult to recapitalize
or enter into a business combination transaction because any
investor or purchaser would effectively assume the outstanding
liability on the debt in addition to the amount of funds such
investors or purchaser would need to provide in order to
recapitalize the Bank and the Company."
PRIME SIX: Hearing on Plan Outline Approval Set for Nov. 1
----------------------------------------------------------
The Hon. Celia E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York has scheduled for Nov. 1, 2017, at
4:00 p.m. (Prevailing Eastern Time) the hearing to consider the
approval of Prime Six, Inc.'s disclosure statement referring to the
Debtor's plan of reorganization.
Objections to the Disclosure Statement must be filed by Oct. 27,
2017, at 5:00 p.m. (Prevailing Eastern Time).
On Oct. 4, 2017, the Debtor filed an amended disclosure statement
referring to the Debtor's Plan.
Only upon full payment of Priority or Secured Tax Claims, either in
full in cash as may be agreed, or in accordance with Section
1129(a)(9)(c)(ii),including the lesser of either 8% annual interest
on the NYSDOTF, IRS Secured and IRS Priority and NYC Secured Tax
Claims, the Taxing Authorities will release any lien against the
Debtor's property and will record such lien with the appropriate
New York State governmental entity.
Except to the extent that a Holder of an Allowed Class 1 Secured or
Class 2 Priority Tax Claim, if any, has been paid prior to the
Distribution Date or agrees to a different treatment, within 30
days of the Effective Date each holder of an Allowed Class 1
Secured or Class 2 Priority Tax Claim shall receive, at the
Debtor's sole discretion, Cash in an amount equal to the Allowed
Amount of its Allowed Secured or Priority Tax Claim (a) as soon as
practicable after the later of (i) the Effective Date or the
Distribution Date and (ii) the date the claim becomes an allowed
secured or Priority Tax Claim, or (b) in equal quarterly payments,
plus interest at the lesser of the federal funds rate or 8%,
starting on the Distribution Date and continuing over a period
ending not later than five (5) years after the Distribution Date.
Payment will be in full satisfaction, settlement, release and
discharge of, and in exchange for the Allowed Secured or Priority
Tax Claim. The IRS has requested, and the Debtor has agreed, that
the Debtor will make monthly payments of the IRS Secured and
Priority Tax Claim, rather than quarterly payments, subject to the
approval of the Court.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb17-40104-63.pdf
As reported by the Troubled Company Reporter on Oct. 2, 2017, the
Debtor filed with the Court a disclosure statement dated Sept. 18,
2017, referring to the Debtor's Chapter 11 plan of reorganization.
Class 2 General Unsecured Trade Claims -- estimated at $586,388 --
would recover (i) through five annual payments of 1% or $29,319.40;
or (ii) $11,727.76 in a single payment of 2% at the option of the
holder of the allowed claim.
About Prime Six
Prime Six Inc. dba Woodland NYC, based in Brooklyn, N.Y., filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40104) on Jan. 11,
2017. The Hon. Carla E. Craig presides over the case. Randall S.
D. Jacobs, Esq., serves as bankruptcy counsel.
In its petition, the Debtor declared $47,417 in total assets and
$1.45 million in total liabilities. The petition was signed by
Akiva Ofshtein, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb17-40104.pdf
PRO-SEC CORP: Seeks to Hire Davis Bucco as Special Counsel
----------------------------------------------------------
Pro-Spec Corporation seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire the law firm of Davis Bucco
as its special counsel.
The firm will assist the Debtor in resolving claims for accounts
receivables and will be paid a contingent fee, which is 33.3% of
the amount recovered.
Paul Bucco, Esq., the attorney who will be providing the services,
disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
Davis Bucco can be reached through:
Paul Bucco, Esq.
Davis Bucco
Attorneys at Law
10 East 6th Avenue, Suite 100
Conshohocken, PA 19428
Phone: (610) 238-0880
Fax: (610) 238-0244
About Pro-Spec
Founded in 1980, Pro-Spec Industrial Painting Services is an SSPC
QP1 and QP2 Certified Contractor, and offers industrial coatings,
abrasive blast preparation, and containment of concrete and steel
structures.
Based in Vineland, New Jersey, Pro-Spec filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 17-25463) on July 31, 2017. The petition
was signed by Ronald W. Yarbrough, its president.
At the time of filing, the Debtor estimated 100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Jerrold N. Poslusny Jr.
Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, serves as
counsel to the Debtor.
PRODUCTION PATTERN: Taps VT Accounting Associates as Accountant
---------------------------------------------------------------
Production Pattern and Foundry Co., Inc. seeks approval from the
U.S. Bankruptcy Court for the District of Nevada to hire VT
Accounting Associates, LLP as its accountant.
The firm will be paid a monthly fee of $11,100 for its accounting
services, which include the preparation of its monthly financial
statements, monthly operating reports and tax returns, pursuant to
its fixed price agreement with the Debtor.
Any accounting services provided by VT partners outside the scope
of the agreement will be paid at an hourly rate of $360.
Meanwhile, managers and senior accountants will charge $210 per
hour and $144 per hour, respectively.
VT does not represent any interest adverse to the Debtor's estate,
according to court filings.
The firm can be reached through:
Paul Tibma
VT Accounting Associates, LLP
3470 GS Richards Blvd.
Carson City, NV 89703
Phone: +1 775-882-3201
About Production Pattern and Foundry
Production Pattern and Foundry Co., Inc. -- http://www.ppfco.com/
-- is a TS-16949 Certified, casting foundry, producing aluminum
castings for a wide variety of industries. PPF produces parts and
equipment components for a broad spectrum of markets -- from
chip-making equipment to drinking fountains. Typical PPF customer
applications have included: housings mounting bases, manifolds,
valve bodies, door hinges and brackets. The company also has
experience in heavy truck manufacturing, semiconductor chip
manufacturing equipment, medical and dental equipment
manufacturing, construction, utility, packaging machinery and
sports equipment industries.
Production Pattern filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 17-51106) on Sept. 20, 2017. The petition was signed by Arlene
Cochran, president. At the time of filing, the Debtor estimated
assets and liabilities of $10 million to $50 million.
The case is assigned to Judge Bruce T. Beesley. The Debtor hired
Minden Lawyers, LLC as its bankruptcy counsel and Harris Law
Practice LLC as co-counsel.
PROSPERITY LANDSCAPING: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Prosperity Landscaping Inc.
P.O. Box 789
Stephens City, VA 22655
Type of Business: Prosperity Landscaping Inc. is a small business
debtor as defined in 11 U.S.C. Section 101(51D)
in the landscaping services industry. The
company provides landscaping services to
commercial and residential customers from design
to planting of trees, shrubs, and creation of
beds & buffers. The company performs all types
of mulching services and mulch including
shredded, chips, red/black/brown dyed mulch.
The company also offers general maintenance
services including pruning, trimming, edging of
planting beds, weeding, among others.
Prosperity Landscaping, in Stephens City, has
merged with Brian's Landscaping, also in
Stephens City, with Prosperity Landscaping being
the parent company.
Web site: http://prosperitylandscaping.com
Chapter 11 Petition Date: October 25, 2017
Case No.: 17-50975
Court: United States Bankruptcy Court
Western District of Virginia (Harrisonburg)
Judge: Hon. Rebecca B. Connelly
Debtor's Counsel: Andrew S Goldstein, Esq.
MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
P O BOX 404
Roanoke, VA 24003
Tel: 540 343-9800
Email: agoldstein@mglspc.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brian Wismer, president.
A full-text copy of the petition containing, among other items,
a list of the Debtor's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/vawb17-50975.pdfs
PROSPERITY LANDSCAPING: Hires Magee Goldstein as Counsel
---------------------------------------------------------
Prosperity Landscaping, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of Virginia to employ
Magee Goldstein Lasky & Sayers, P.C., as counsel to the Debtor.
Prosperity Landscaping requires Magee Goldstein to:
a. advise the Debtor with respect to its powers and duties as
debtor in possession in the continued management and
operation of its business and properties;
b. advise and consult on the conduct of the Bankruptcy Case,
including all of the legal and administrative requirements
of operating in chapter 11;
c. attend meetings and negotiate with representatives of
Debtor's creditors and other parties in interest;
d. take all necessary action to protect and preserve the
Debtor's estate, including prosecuting actions on the
Debtor's behalf, defending any actions commenced
against the Debtor, and representing the Debtor's interests
in negotiations concerning all litigation in which the
Debtor is involved, including objections to claims filed
against the Debtor's estates;
e. prepare all pleadings, including motions, applications,
answers, orders, reports, and papers necessary or otherwise
beneficial to the administration of the Debtor's estate;
f. represent the Debtor in connection with obtaining
postpetition financing, if necessary;
g. advise the Debtor in connection with any potential sale of
assets;
h. appear before the Court to represent the interests of the
Debtor's estate before the Court;
i. take any necessary action on behalf of the Debtor to
negotiate, prepare on behalf of the Debtor, and obtain
approval of a chapter 11 plan and documents related
thereto; and
j. perform all other necessary or otherwise beneficial legal
services to the Debtor in connection with prosecution of
this Bankruptcy Case, including (i) analyzing the Debtor's
leases and contracts and the assumptions, rejections, or
assignments thereof, (ii) analyzing the validity of liens
against the Debtor; and (iii) advising the Debtor on
corporate and litigation matters.
Magee Goldstein will be paid at these hourly rates:
Andrew S. Goldstein $375
Garren R. Laymon $275
M. Coleman Adams $200
Paralegals/Paraprofessionals $115
Magee Goldstein will be paid a retainer in the amount of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Andrew S. Goldstein, partner of Magee Goldstein Lasky & Sayers,
P.C., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
Magee Goldstein can be reached at:
Andrew S. Goldstein, Esq.
MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
P.O. Box 404
Roanoke, VA 24003-0404
Tel: (540) 343-9800
About Prosperity Landscaping, Inc.
Prosperity Landscaping, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Va. Case No. 17-50975) on October 25, 2017.
The Debtor is represented by Andrew S. Goldstein, Esq., at Magee
Goldstein Lasky & Sayers, P.C.
PUERTO RICO: Emergency Manager to be Installed at Utility
---------------------------------------------------------
Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy,
reported that U.S. officials supervising Puerto Rico's finances are
installing an emergency manager at the island's public electricity
utility, in an attempt to course-correct a disaster response that
has come under congressional scrutiny.
According to the report, citing people familiar with the matter,
Puerto Rico's financial oversight board is appointing the emergency
manager to take over the public electricity monopoly, known as
Prepa, with an eye toward its eventual privatization. The maneuver
would largely wrest control of the utility away from its board of
directors and Gov. Ricardo Rossello, the report said.
More than a month after Hurricane Maria knocked out power to all of
Prepa's customers, service has been restored to roughly a quarter
of them, the report related. Prepa's contracting decisions in the
wake of the storm, including its use of a tiny Montana-based firm
to rebuild power lines, have raised concerns among members of
Congress about how the utility was managing federal disaster relief
funds, the report further related.
The federal oversight board, which Congress created last year,
responded by tapping Noel Zamot, its top official for economic
revitalization, to assume control of Prepa's reconstruction, the
report said. He will coordinate with other federal and local
authorities, a board spokesman said, the report added.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth. The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
QUADRANT 4: Seeks 90-Day Extension of Plan Exclusivity Period
-------------------------------------------------------------
Quadrant 4 System Corporation requests the U.S. Bankruptcy Court
for the Northern District of Illinois to extend by 90 days the
Debtor's exclusive periods within which to file a Chapter 11 plan
and disclosure statement and solicit acceptances therefor.
Pursuant to the Bankruptcy Code, the Debtor has the exclusive right
to file a Chapter 11 plan and disclosure statement until October
27, 2017. The Debtor claims that it has not previously moved to
extend the Exclusivity Periods.
The Debtor relates that Stratitude, Inc., a wholly owned subsidiary
of the Debtor, commenced its own chapter 11 case, Case No. 17-30724
On October 13, 2017. Subsequently, on October 19, 2017, the Court
entered an order holding that the Debtor's case and Stratitude Case
would be jointly administered for procedural purposes only.
Likewise, the Office of the U.S. Trustee filed an amended notice of
appointment on October 24, 2017, to reflect the addition of a
Stratitude creditor to the Committee in the jointly administered
cases.
The Debtor relates that since the Petition Date, it has been
working to sell substantially all its assets, consisting of seven
business units, each commonly referred to as U.S. Solutions, Hybrid
Solutions, India Solutions -- Solutions Units -- Legacy Staffing,
QEDU Education Platform, Stratitude/Agama, and QHIX Healthcare
Platform.
On August 14, 2017, the Debtor conducted auctions which resulted in
the identification of purchasers for its Solutions Units, Legacy
Staffing, and QEDU Education Platform business units. Those
purchasers entered into Asset Purchase Agreements with the Debtor,
and the sales contemplated therein were respectively closed on
August 18 and August 28, 2017. The Court entered three orders each
dated August 18, 2017, confirming the sales and authorizing the
sale closings of the Debtor's Solutions Units, QEDU Education
Platform, and Legacy Staffing Business Units.
In addition to its successful and time-consuming sale efforts, the
Debtor claims that it has worked closely with its secured lenders
and the Committee throughout the Chapter 11 Case to obtain a
consensus and cooperation among the key constituencies where
possible. In the same vein, the Debtor asserts that it has strived
to address concerns and comments from the Office of the U.S.
Trustee. Accordingly, the Debtor contends that majority of the
effort of the Debtor and its professionals occur "behind the
scenes" in this matter.
Notwithstanding these efforts, the Debtor claims that it has also
faced opposition to many of its motions by a former labor
subcontractor, Quadrantfour Software Solutions (Pvt) Limited, that
resulted in numerous contested hearings.
Moreover, the Debtor avers that after the commencement of the
Stratitude Case, its only remaining substantial asset is the QHIX
Healthcare Platform Business Unit. The Debtor contends that it has
continued its efforts to market and sell the QHIX Healthcare
Platform Business Unit.
Notwithstanding the requested maintenance of exclusivity, the
Debtor anticipates that any plan it will file in this Chapter 11
Case (and in the Stratitude Case) will be proposed jointly with the
Committee.
A hearing to consider the Debtors' request for exclusivity
extension will be held on October 31, 2017 at 10:30 a.m.
About Quadrant 4 System
Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/--
sells IT products and services. Its revenues are primarily
generated from the placement of staffing or solution consultants,
and the sale and licensing of its proprietary cloud-based Software
as a Service (SaaS) systems, as well as a wide range of technology
oriented services and solutions. Quadrant's principal executive
offices are located in Schaumburg Illinois. The Company also
operates its business from various offices located in Naples,
Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury,
New Jersey; Pleasanton, California; and Ann Arbor, Michigan.
Quadrant 4 System is the 100% owner of the issued and outstanding
common stock of Stratitude, Inc., a California corporation, which
it acquired on or about Nov. 3, 2016. Concurrently with the
Stratitude Acquisition, Stratitude acquired certain of the assets
of Agama Solutions, Inc., a California corporation. Both
Stratitude and Agama are located in Pleasanton and Fremont,
California and are engaged in the IT business.
Quadrant 4 System disclosed total assets of $47.05 million and
total liabilities of $31.39 million as of Sept. 30, 2016.
Quadrant 4 System filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-19689) on June 29, 2017. CEO Robert H. Steele signed
the petition.
On October 13, 2017, Stratitude, Inc., a wholly-owned subsidiary of
the Debtor, filed a voluntary petition for relief under Chapter 11
of the Code (Bankr. N.D. Ill. Case No. 17-30724. On October 19,
2017, the Court entered an order holding that the Chapter 11 Case
and the Stratitude Case would be jointly administered for
procedural purposes only.
Quadrant 4, which was subject to a securities fraud probe that led
to the arrest and resignation of its top two executives seven
months ago, sought Chapter 11 protection after reaching a
settlement with the U.S. Securities and Exchange Commission and
signing deals to sell four business segments for at least $6.9
million.
The Chapter 11 case is assigned to Judge Jack B. Schmetterer.
The Debtor's bankruptcy attorneys are Adelman & Gettleman, Ltd.'s
Chad H. Gettleman, Esq. and Nathan Q. Rugg, Esq. Nixon Peabody LLP
acts as special counsel for matters concerning taxes, labor, ERISA,
securities compliance, international law, and related matters while
Faegre Baker Daniels LLP acts as special counsel for securities
litigation. Silverman Consulting Inc., serve as financial
consultants to the Debtor, and Livingstone Partners, LLC, as
investment banker.
On July 10, 2017, a three-member panel was appointed as official
committee of unsecured creditors in the Debtor's case. Sugar
Felsenthal Grais & Hammer LLP serve as counsel to the Committee and
Amherst Partners, LLC as financial advisor.
The Office of the U.S. Trustee filed an amended notice of
appointment on October 24, 2017, to reflect the addition of a
Stratitude creditor to the Committee in the jointly administered
cases.
QUOTIENT LIMITED: Highbridge Has 9.9% Stake as of Oct. 25
---------------------------------------------------------
As of Oct. 25, 2017, (i) 1992 MSF International Ltd. may be deemed
to beneficially own 3,228,510 ordinary shares of Quotient Limited
(including 1,573,275 Ordinary Shares issuable upon exercise of
warrants) and (ii) Highbridge Capital Management, LLC, as the
trading manager of 1992 MSF International Ltd. and Highbridge
Tactical Credit & Convertibles Master Fund, L.P. Fund, may be
deemed to be the beneficial owner of 4,747,994 Ordinary Shares
(including 2,306,033 Ordinary Shares issuable upon exercise of
warrants) held by the Highbridge Funds.
1992 MSF International Ltd. may be deemed to beneficially own
approximately 6.85% of the outstanding Ordinary Shares and (ii)
Highbridge Capital Management, LLC may be deemed to beneficially
own approximately 9.92% of the outstanding Ordinary Shares based
upon 45,542,808 Ordinary Shares outstanding, which is the sum of
(i) 37,688,125 Ordinary Shares outstanding as of Aug. 4, 2017, as
reported in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2017 filed with the Securities and
Exchange Commission on August 8, 2017 and (ii) 7,874,683 shares of
Common Stock issued by the Company pursuant to the private
placement described in the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on Oct. 25, 2017,
and assumes the exercise of the reported warrants.
A full-text copy of the regulatory filing is available at:
https://is.gd/sG5aUc
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited --
http://www.quotientbd.com/-- is a commercial-stage diagnostics
company committed to reducing healthcare costs and improving
patient care through the provision of innovative tests within
established markets. With an initial focus on blood grouping and
serological disease screening, Quotient is developing its
proprietary MosaiQ technology platform to offer a breadth of tests
that is unmatched by existing commercially available transfusion
diagnostic instrument platforms. The company's operations are
based in Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.
Quotient Limited reported a net loss of US$85.06 million on
US$22.22 million of total revenue for the year ended March 31,
2017, compared to a net loss of US$33.87 million on US$18.52
million of total revenue for the year ended March 31, 2016.
As of June 30, 2017, Quotient Limited had US$138.84 million in
total assets, US$134.37 million in total liabilities and US$4.47
million in total shareholders' equity.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.
QUOTIENT LIMITED: Studies Show Robustness of the MosaiQ Platform
----------------------------------------------------------------
Quotient Limited reported positive concordance data for the MosaiQ
blood grouping microarray generated in V&V head-to-head studies.
"V&V head-to-head data announced today represent the achievement of
an important milestone before MosaiQ enters field trials in Europe
over the next one to two months. The strength of the data gives us
great confidence in the results of those field trials and
ultimately in our ability to commercialize MosaiQ. Overall
concordance for blood grouping, at 99.8%, demonstates the
robustness and reliability of MosaiQ as a diagnostics platform,"
said Paul Cowan, chairman and chief executive officer of Quotient
who added, "I am also pleased that we have strengthened our balance
sheet through our recently announced private placement, which was
led by a small group of existing shareholders, with participation
by directors and management. This financing is an added vote of
confidence for what we have achieved to date and what we have the
potential to achieve in the future."
Assay Performance
Results of the V&V head-to-head studies for the MosaiQ IH
Microarray (the initial blood grouping microarray) indicate that
MosaiQ achieved the required targeted performance compared with
predicate technologies for all assays. The V&V data were derived
using microarrays manufactured in Quotient's validated, high-volume
manufacturing facility and run on field trial-ready instruments.
MosaiQ IH Microarray - Antibody Detection
The V&V head-to-head study for antibody detection achieved 99.0%
concordance compared with the predicate technology. In this study
1,096 donor samples were tested.
Regulatory and Commercial Milestones For Next Twelve Months
* European Field Trials - Quotient expects to commence European
field trials before year end
* European Regulatory Approval - Upon the successful completion
of European field trials Quotient expects to file promptly for
European regulatory approval for MosaiQ
* European Commercialization - Quotient has commenced the
commercialization of MosaiQ in Europe, where it has already
received invitations to participate in tenders currently expected
to be awarded in the middle of CY18
* U.S. Field Trials and subsequent Regulatory Filing will follow
the successful completion of European field trials.
MosaiQ Platform
MosaiQ, Quotient's next-generation platform is designed to deliver
fast, comprehensive antigen typing, antibody detection and disease
screening results, using a single low volume sample in a high
throughput automated format. MosaiQ represents a transformative
and highly disruptive unified testing platform for transfusion
diagnostics. Feasibility has also been demonstrated with respect
to the detection of nucleic acids (DNA or RNA) using the MosaiQ
platform. Through MosaiQ, Quotient expects to deliver substantial
value to donor testing laboratories worldwide by providing
affordable, routine comprehensive characterization and screening of
blood products, on a single automated instrument platform designed
to radically reduce labor costs and complexity associated with
existing practice.
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited --
http://www.quotientbd.com/-- is a commercial-stage diagnostics
company committed to reducing healthcare costs and improving
patient care through the provision of innovative tests within
established markets. With an initial focus on blood grouping and
serological disease screening, Quotient is developing its
proprietary MosaiQ technology platform to offer a breadth of tests
that is unmatched by existing commercially available transfusion
diagnostic instrument platforms. The company's operations are
based in Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.
Quotient Limited reported a net loss of US$85.06 million on
US$22.22 million of total revenue for the year ended March 31,
2017, compared to a net loss of US$33.87 million on US$18.52
million of total revenue for the year ended March 31, 2016.
As of June 30, 2017, Quotient Limited had US$138.84 million in
total assets, US$134.37 million in total liabilities and US$4.47
million in total shareholders' equity.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.
QUOTIENT LIMITED: Will Receive $40M from Private Placement
----------------------------------------------------------
Quotient Limited has entered into agreements to issue to certain
subscribers: (i) 7,864,683 ordinary shares at $4.64 per share; (ii)
550,000 pre-funded warrants at $4.755 per underlying pre-funded
warrant exercisable for up to 550,000 ordinary shares at $0.01 per
ordinary share; and (iii) 8,414,683 warrants at $0.125 per
underlying warrant share exercisable for up to 8,414,683 ordinary
shares at $5.80 per ordinary share. The aggregate gross proceeds
of the private placement are expected to be approximately $40
million. An additional $49 million is expected to be received
prior to July 31, 2018, assuming full exercise of the Warrants.
Quotient intends to use the net proceeds from the financing to fund
the ongoing development and commercial scale up and, if approved,
commercialization of MosaiQ and for working capital and other
general corporate purposes. Subject to the satisfaction of
customary closing conditions, the private placement is expected to
close on or about Oct. 26, 2017.
The Ordinary Shares, Pre-funded Warrants and Warrants issued in the
private placement, and the ordinary shares issuable upon exercise
of the Pre-funded Warrants and the Warrants, have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission or
an applicable exemption from the registration requirements. The
Ordinary Shares, Pre-funded Warrants and Warrants were offered only
to a limited number of accredited investors. Quotient has agreed
to file a registration statement with the Securities and Exchange
Commission covering the resale of the Ordinary Shares and the
Warrants issued in the private placement and the ordinary shares
issuable upon exercise of the Pre-funded Warrants and the
Warrants.
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited --
http://www.quotientbd.com/-- is a commercial-stage diagnostics
company committed to reducing healthcare costs and improving
patient care through the provision of innovative tests within
established markets. With an initial focus on blood grouping and
serological disease screening, Quotient is developing its
proprietary MosaiQ technology platform to offer a breadth of tests
that is unmatched by existing commercially available transfusion
diagnostic instrument platforms. The company's operations are
based in Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.
Quotient Limited reported a net loss of US$85.06 million on
US$22.22 million of total revenue for the year ended March 31,
2017, compared to a net loss of US$33.87 million on US$18.52
million of total revenue for the year ended March 31, 2016.
As of June 30, 2017, Quotient Limited had US$138.84 million in
total assets, US$134.37 million in total liabilities and US$4.47
million in total shareholders' equity.
Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.
R CARRIER TRUCKING: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of R. Carrier Trucking, Inc. as of
Oct. 25, according to a court docket.
About R. Carrier Trucking Inc.
Based in Spring Hill, Florida, R. Carrier Trucking, Inc. filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Case No. 17-08163) on September 23, 2017. The Debtor is
represented by Suzy Tate, Esq. at Suzy Tate, P.A. as counsel. The
Debtor estimated less than $500,000 in assets and liabilities.
REAL HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Real Hospitality, LLC
2400 Camino Del Rio Court
Bakersfield, CA 93308
Type of Business: Real Hospitality, LLC is a Bakersfield,
California-based company operating under the
Other Amusement and Recreation Industry.
The Company's principal assets are located
at 820 Real Rd Bakersfield, CA 93309.
Chapter 11 Petition Date: October 26, 2017
Case No.: 17-14129
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Judge: Hon. Rene Lastreto II
Debtor's Counsel: Vincent A. Gorski, Esq.
THE GORSKI FIRM, APC
309 Truxtun Avenue
Bakersfield, CA 93301
Tel: 661-952-9740
E-mail: law@TheGorskiFirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sumantrai Naik, member.
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/caeb17-14129.pdf
REES ASSOCIATES: Seeks November 25 Exclusive Plan Filing Extension
------------------------------------------------------------------
Rees Associates, Inc., requests the U.S. Bankruptcy Court for the
Southern District of Iowa for 30-day extension of the exclusive
deadlines during which only the Debtor may file a disclosure
statement and plan of reorganization, and solicit acceptances of
its plan to November 25, 2017 and January 25, 2018, respectively.
On October 18, 2017, the Court entered its Order granting the
Debtor's Second Motion to Extend Exclusivity Period, extending the
Exclusivity Periods to October 26, 2017 and December 26, 2017,
respectively.
During the past 90 days, the Debtor asserts that it has made
progress in formulating and preparing an "earn-out" type of
combined plan and disclosure statement that will seek to pay a 100%
dividend on account of allowed unsecured creditors and pay all
priority tax claims pursuant to Bankruptcy Code. Although the
Debtor has made progress towards formulating, drafting and filing a
combined disclosure statement and plan of reorganization, the
Debtor claims that it is unable to file the same by the October 26
deadline.
About Rees Associates Inc.
Based in Des Moines, Iowa, Rees Associates, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No.
17-00273) on Feb. 27, 2017. The petition was signed by Stephen D.
Lundstrom, president. At the time of the filing, the Debtor
disclosed $6.43 million in assets and $3.58 million in
liabilities.
The Debtor is represented by Jeffrey D. Goetz, Esq., at Bradshaw
Fowler Proctor & Fairgrave P.C. The Debtor employed Amherst
Consulting, LLC, as financial advisor and investment banker.
On March 13, 2017, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors. The committee members
are: (1) RR Donnelley; (2) Packaging Distribution Services, Inc.;
and (3) Integrity Printing. The Committee hired Shaw Fishman Glantz
& Towbin LLC as bankruptcy counsel, and Dickinson Mackaman Tyler &
Hagen, P.C., as Iowa counsel. The Committee also hired Province
Inc. as financial advisor.
The TCR reported on June 19 that RR Donnelley has been removed the
Official Committee of Unsecured Creditors of Rees Associates, Inc.,
pursuant to stipulation and consent order regarding RR Donnelley
and Sons Company's motion for relief from automatic stay.
REGIS GALERIE: Wells Fargo To Be Fully Paid Over 7 Yrs. With 6%
---------------------------------------------------------------
Regis Galerie, Inc., filed with the U.S. Bankruptcy Court for the
District of Nevada an amended disclosure statement dated Oct. 16,
2017, to accompany its plan of reorganization.
Class 1 Wells Fargo Bank Secured Claim estimated at $1,150,487 are
impaired by the Plan. The allowed claim will be paid in full, in
monthly installments over seven years with interest at 6% per
annum, secured by first lien on assets.
Class 2 American Express Bank Secured Claim estimated at $478,726
are impaired by the Plan. The Allowed claim will be paid in full,
in monthly installments over seven years with interest at 4.8% per
annum, secured by second lien on assets.
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nvb16-14899-275.pdf
As reported by the Troubled Company Reporter on Oct. 18, 2017, the
Debtor filed with the Court a disclosure statement to accompany its
plan of reorganization, which proposes that Class 6 general
unsecured claims receive payments in cash totaling 25% of the
amount of the allowed claim. The payments will be made in equal
quarterly installments over five years. The first payment will be
made on the later of Jan. 8, 2018, or the Effective Date.
Thereafter, payment will be made on the first Business Day of
April, July, October, and January each year.
About Regis Galerie
Regis Galerie, Inc., filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 16-14899) on Sept. 5, 2016. The petition was signed by
Samuel Dweck, president. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the filing.
The case is assigned to Judge Laurel E. Davis. The Debtor is
represented by Bryan M. Veillion, Esq., at Marquis Aurbach Coffing,
and Michael L. Gesas, Esq., at Arnstein & Lehr, LLP.
RICEBRAN TECHNOLOGIES: Files Resale Prospectus of $2.65M Shares
---------------------------------------------------------------
RiceBran Technologies filed a Form S-3 registration statement with
the Securities and Exchange Commission covering the sale or other
disposition from time to time of up to 2,654,732 shares of its
common stock, no par value per share, by Continental Grain Company.
The selling shareholder may, from time to time, sell, transfer, or
otherwise dispose of any or all of their shares of common stock or
interests in shares of common stock on any stock exchange, market,
or trading facility on which the shares are traded or in private
transactions. These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices.
The Company is not offering any shares of its common stock for sale
under this prospectus. The Company will not receive any of the
proceeds from the sale or other disposition of the shares of its
common stock by the selling shareholder.
RiceBran Technologies' common stock is listed on the NASDAQ Capital
Market under the symbol "RIBT." On Oct. 24, 2017, the last
reported sale price of the Company's common stock was $1.28 per
share.
A full-text copy of the prospectus is available for free at:
https://is.gd/uXvxmB
About RiceBran Technologies
Headquartered in Scottsdale, Arizona, RiceBran Technologies --
http://www.ricebrantech.com/-- is a food, animal nutrition, and
specialty ingredient company focused on the procurement,
bio-refining and marketing of numerous products derived from rice
bran. RiceBran has proprietary and patented intellectual property
that allows the Company to convert rice bran, one of the world's
most underutilized food sources, into a number of highly nutritious
food, animal nutrition and specialty ingredient products.
RiceBran incurred a net loss attributable to common shareholders of
$9.10 million in 2016 compared to a loss attributable to common
shareholders of $8.3 million in 2015. As of June 30, 2017,
Ricebran had $31.58 million in total assets, $24.72 million in
total liabilities and $6.86 million in total equity.
Marcum 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 suffered recurring losses from
operations resulting in an accumulated deficit of $260 million at
Dec. 31, 2016. This factor among other things, raises substantial
doubt about its ability to continue as a going concern.
RMA STRATEGIC: Ch. 11 Trustee Hires Murtha Cullina as Counsel
-------------------------------------------------------------
Mark G. DeGiacomo, the Chapter 11 Trustee of RMA Strategic
Opportunity Fund, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Murtha Cullina
LLP, as counsel to the Trustee.
The Trustee requires Murtha Cullina to:
a. prepare all necessary pleadings associated with the
liquidation and recovery of estate assets;
b. represent the Trustee at all Court proceedings;
c. assist the Trustee in the investigation of fraudulent
transfers and insider and non-insider preferences; and
d. perform such other legal services as may be required in the
interest of creditors of the Debtor.
Murtha Cullina will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Mark G. DeGiacomo, partner of Murtha Cullina LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Murtha Cullina can be reached at:
Mark G. DeGiacomo, Esq.
MURTHA CULLINA LLP
99 High Street
Boston, MA 02110
Tel: (617) 457-4000
Fax: (617) 482-3868
E-mail: mdegiacomo@murthalaw.com
About RMA Strategic Opportunity Fund, LLC
An involuntary Chapter 11 petition was filed against RMA Strategic
Opportunity Fund, LLC (Bankr. D. Mass. Case No. 17-13328), on
September 5, 2017.
The case is assigned to Judge Frank J. Bailey.
The alleged creditors who signed the Chapter 11 petition are: (a)
Craig F. Spencer; (b) Amy J. Young; and (c) Anna Colette Young.
The Petitioners' counsel is William R. Moorman, Jr., Esq. of
Partridge Snow & Hahan, LLP.
ROBINSON OUTDOOR: Unsecured Creditors to Get $5,000 Per Month
-------------------------------------------------------------
A Second Amended Disclosure Statement is submitted by Scott Shultz,
a creditor and indirect owner of Robinson Outdoor Products, Inc.,
on October 3, 2017.
The Plan as proposed will utilize the following specific items:
(1) Operating cash. Scott Shultz will commit to the Debtor
$25,000 in new capital as an equity contribution upon the effective
date of the Plan to prime the business.
(2) Assets. The Debtor will be merged with Pnuma, LLC, with
the successor entity known as Pnuma, LLC. The successor entity will
be liable for all obligations of the Debtor under the Plan. Scott
Shultz is the 100% owner of Pnuma, LLC and will operate and manage
the successor entity.
(3) Finance. Pnuma, LLC is currently well financed by two
banks and is a good and growing business with a bright future.
(4) Place to conduct business. Robinson has a lease available
for 40,000 sq. ft. in Cannon Falls with S&S Investment Properties,
which is owned by Scott Shultz (10%) and Peggy Shultz, Scott
Shultz's spouse (90%). The lease ends on February 28, 2019 and the
monthly rental is $19,400.
(5) Employees. Many of the most-essential employees remain
loyal and are standing by ready to go to work for Robinson. Some of
these employees have jobs with the purchaser of the business
assets.
(6) Business Protection. For Robinson to successfully
reorganize and to regain itself in the apparel market it must be
free to run its business and not be impeded by continued
consultants and fees, misdirection of its business interests,
none-business legal fees, process fees and threats of lawsuits,
litigation, harassment and encumbrances.
(7) Utilization of loss carry-forward. It is estimated that
Robinson has roughly $2,000,000 plus in loss carry-forward which
can be utilized under the Plan to generate additional cash flow to
pay creditors.
The Plan provides for the satisfaction in full of the allowed
secured of Associated Bank, N.A. and priority claims.
Class Two consists of all allowed unsecured claims. Based upon
filed and scheduled claims as of the date of the Plan, the Debtor
estimates that the total amount of the claims in this class,
including creditors holding non-priority unsecured claims, is
approximately $7,656,530.62. This amount includes the deficiency
claim of Associated Bank, N.A. in the amount of $1,736,789.84.
The Debtor will pay approximately 8-12% of the allowed unsecured
claims, in monthly installments of $5,000 per month for a term of
120 months, with no interest. Said distribution is dependent on
whether the Outtech Settlement is approved by the Court and
Outtech, Inc.'s claim of $2,300,000 is waived. Distributions on
these claims will be made after the priority and secured claims are
paid. This class is impaired.
Class Three non-priority unsecured claims, whose claim is equal to
or less than $5,000, will be paid 25% of their allowed claim within
60 days of the effective date of the Plan by Pnuma, LLC.
A full-text copy of the Second Amended Disclosure Statement, dated
October 3, 2017, is available at http://tinyurl.com/ycswgraz
Attorney for Scott Shultz:
Thomas H. Olive, Esq.
Thomas H. Olive Law, P.A.
5270 W. 84th Street, Suite 300
Bloomington, MN 55437
Telephone: (952) 831-0733
About Robinson Outdoor Products
Based in Cannon Falls, Minnesota, Robinson Outdoor Products, LLC --
http://www.robinsonoutdoors.com/-- designs and produces hunting
apparel for hunters.
Robinson Outdoor Products filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 17-30904) on March 28, 2017. The petition was
signed by Scott Shultz, president. The Debtor estimated less than
$50,000 in assets and $1 million to $10 million in liabilities.
Manty & Associates, P.A., served as the Debtor's counsel.
The case is assigned to Judge William J. Fisher.
Nauni Jo Manty was appointed as Chapter 11 trustee for the Debtor.
The trustee hired Silverman Consulting, Inc., as business
consultant.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Robinson Outdoor Products, LLC,
as of May 10, according to a court docket.
ROGERS & SON: Exclusive Plan Filing Period Extended to December 31
------------------------------------------------------------------
Judge Robert N. Opel, II of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania, at the behest of Rogers & Son Lawn
Care & Landscaping, has extended until December 31, 2017, the
exclusivity period within which the Debtor must file a Chapter 11
Plan of Reorganization and Disclosure Statement.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court for additional time in gauging its
anticipated seasonal levels of revenue and expenses in order to
determine its ability to pay its secured debt, its overhead and
expenses and return a dividend to its general, unsecured creditors.
The Debtor said that it has obtained approval from the Court to
restructure all of its secured debt.
About Rogers & Son Lawn Care
Rogers & Son Lawn Care & Landscaping, LLC DBA Affordable Tree
Services, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa.
Case No. 17-00367) on Feb. 1, 2017. The Petition was signed by its
sole member, Norman R. Rogers. The Debtor estimated assets and
liabilities ranging from $100,000 to $500,000. Lawrence V. Young,
Esq., at CGA Law Firm, serves as the Debtor's bankruptcy counsel.
ROOT9B HOLDINGS: Dan Wachtler Quits as Director
-----------------------------------------------
Dan Wachtler resigned from Root9B Holdings, Inc.'s Board of
Directors and as president of the Company effective Oct 17, 2017,
according to a Form 8-K report filed by the Company with the
Securities and Exchange Commission.
About Root9B Holdings
root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/--
is a provider of Cybersecurity and Regulatory Risk Mitigation
Services. Through its wholly owned subsidiaries root9B and IPSA
International, the Company delivers results that improve
productivity, mitigate risk and maximize profits. Its clients
range in size from Fortune 100 companies to mid-sized and
owner-managed businesses across a broad range of industries
including local, state and government agencies.
Root9B Technologies, Inc., changed its name to root9B Holdings,
Inc., effective Dec. 5, 2016, and relocated its corporate
headquarters from Charlotte, NC, to the current headquarters of
root9B, its wholly owned cybersecurity subsidiary, in Colorado
Springs, CO.
Root9B reported a net loss of $30.48 million for the year ended
Dec. 31, 2016, following a net loss of $8.33 million in 2015. As
of March 31, 2017, Root9B Holdings had $16.84 million in total
assets, $15.80 million in total liabilities, and $1.03 million in
total stockholders' equity.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, noting that Company has suffered
recurring losses from operations and has negative operating cash
flows and will require additional financing to fund the continued
operations. The availability of such financing cannot be
assured. These conditions raise substantial doubt about its
ability to continue as a going concern, the auditors said.
S & E HOLDINGS: Taps Lawrence G. Frank as Legal Counsel
-------------------------------------------------------
S & E Holdings, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Pennsylvania to hire the Law Office of
Lawrence G. Frank as its legal counsel.
The firm will assist the Debtor in the preparation of its
bankruptcy plan and will provide other legal services related to
its Chapter 11 case.
Frank will charge an hourly fee of $330 for its services. The firm
received a retainer of $11,720 prior to the petition date.
Lawrence Frank, Esq., disclosed in a court filing that he does not
represent any interest adverse to the Debtor or its estate.
The firm can be reached through:
Lawrence G. Frank, Esq.
Law Office of Lawrence G. Frank
100 Aspen Drive
Dillsburg, PA 17019
Tel: 717 234-7455
Fax: 717 432-9065
Email: lawrencegfrank@gmail.com
About S & E Holdings Inc.
S & E Holdings, Inc. is a small business debtor engaged in wood
product manufacturing.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 17-04250) on October 12, 2017.
Ernest L. Knepp, Jr., its president, signed the petition.
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 Henry W. Van Eck presides over the case.
SENTRIX PHARMACY: Hires Delle Fave Tarrasco as Accountant
---------------------------------------------------------
Sentrix Pharmacy and Discount, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Delle Fave Tarrasco & Co, CPA, LLP, as accountant to the Debtor.
Sentrix Pharmacy requires Delle Fave Tarrasco to do reconciliations
throughout the year and to assist the Debtor in preparing all tax
returns for the Debtor, and provide consultation services to the
Debtor.
Delle Fave Tarrasco will be paid at the hourly rates of $275-$375.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Victor Delle Fave, partner of Delle Fave Tarrasco & Co, CPA, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Delle Fave Tarrasco can be reached at:
Victor Delle Fave
DELLE FAVE TARRASCO & CO, CPA, LLP
111 Route 110, Suite 220
East Farmingdale, NY 11735
Tel: (631) 420-0440
About Sentrix Pharmacy and Discount, LLC
Sentrix Pharmacy and Discount, LLC filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 17-19073) on July 19, 2017. The
Hon. Raymond B. Ray presides over the case. Rappaport Osborne &
Rappaport, PLLC represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Spencer
Maklin, its vice president.
SPI ENERGY: Incurs $220.7 Million Net Loss in 2016
--------------------------------------------------
SPI Energy Co., Ltd. filed with the Securities and Exchange
Commission its annual report on Form 20-F reporting a net loss
attributable to shareholders of the Company of $220.69 million on
$140.19 million of net sales for the year ended Dec. 31, 2016,
compared to a net loss attributable to shareholders of the Company
of $184.79 million on $190.51 million of net sales for the year
ended Dec. 31, 2015.
As of Dec. 31, 2016, SPI Energy had $361.81 million in total
assets, $374.7 million in total assets and a total shareholders'
deficit of $12.92 million.
The Group has suffered significant recurring losses from operations
and operating cash outflows. The Group has incurred a net loss of
$220,968,000 and had operating cash outflow of $47,030,000 during
the year ended Dec. 31, 2016. As of Dec. 31, 2016, the Group had
accumulated deficit of $466,764,000. Working capital (current
assets less current liabilities) levels have decreased
significantly from negative $79,982,000 at Dec. 31, 2015, to
negative $176,195,000 at Dec. 31, 2016.
As of Dec. 31, 2016, the convertible bonds were overdue for
repayment.
"Further, since April 2017 the Company has defaulted repayment for
significant amounts of borrowing raised from individual investors
through the on-line platform. On May 9, 2017, the Group announced
on its on-line platform www.solarbao.com, that it had defaulted the
repayment of principal repayments and interest payments of
approximately $32,017 (RMB 222 million) in the aggregate as of the
announcement date that were due to the individual investors and
committed to repay such overdue balances including interests by
October 11, 2017. The Group did not make full payment of the
overdue balances by such date. Further, the Group continued to
default repayment of certain borrowings from individual investors
that were due for repayment after May 9, 2017. On October 12,
2017, the Group made a further announcement on www.solarbao.com
that up to October 11, 2017, principal amounts and interests of
approximately $89,433 (RMB 621 million) in the aggregate were
overdue."
The Company said these and other factors raise substantial doubt as
to its ability to continue as a going concern. Management believes
that it has developed a liquidity plan, that, if executed
successfully, will provide sufficient liquidity to meet the
Company's obligations for a reasonable period of time.
"While management believes that the measures in the liquidity plan
will be adequate to allow the Group to meet its liquidity and cash
flow requirements within one year after the date that the financial
statements are issued, there is no assurance that the liquidity
plan will be successfully implemented. Failure to successfully
implement the liquidity plan will have a material adverse effect on
the Group's business, results of operations and financial position,
and may materially adversely affect its ability to continue as a
going concern. The consolidated financial statements do not
include any adjustments related to the recoverability and
classification of recorded assets or the amounts and classification
of liabilities or any other adjustments that might be necessary
should the Group be unable to continue as a going concern," as
disclosed in the Report.
A full-text copy of the Form 20-F is available for free at:
https://is.gd/s9vGxx
About SPI Energy
SPI Energy Co., Ltd. -- http://investors.spisolar.com/-- is a
global provider of photovoltaic (PV) solutions for business,
residential, government and utility customers and investors. SPI
Energy focuses on the EPC/BT, storage and O2O PV market including
the development, financing, installation, operation and sale of
utility-scale and residential PV projects in China, Japan, Europe
and North America. The Company operates an online energy
e-commerce and investment platform in China, as well as B2B
e-commerce platform offering a range of PV and storage products in
Australia. The Company has its operating headquarters in Hong Kong
and maintains global operations in Asia, Europe, North America and
Australia.
SPINLABEL TECHNOLOGIES: Hires MENDS as Restructuring Consultant
---------------------------------------------------------------
SpinLabel Technologies, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
MENDS, LLC, as restructuring consultant to the Debtor.
SpinLabel Technologies requires MENDS to:
a. assess the Debtor's current business plan and operations to
identify areas of opportunity;
b. assist with the development and implementation of the
Debtor's financial and operational turnaround strategy,
plan of reorganization plan and exit strategy;
c. assist with and review any proposed debtor-in-possession
financing;
d. review and formulate the Debtor's business plan and
proformas;
e. work with the Debtor's other professionals on a
collaborative basis to identify and implement strategies
related to the Debtor's business plan and related matters;
f. assist the Debtor rebuild its operational and financial
foundations;
g. assist the Debtor develop and grow its business
opportunities; and
h. assist with certain sales and licensing matters.
MENDS will be paid as follows:
a. $7,500 per month accrued from the date of the bankruptcy
filing through the exit of the bankruptcy, plus a success
fee of 8.5% new equity in the reorganized Debtor through a
confirmed Chapter 11 plan or other approved court document.
b. in the event the success fee is not honored, the Firm will
receive $15,000 per month accrued from the date of the
bankruptcy filing through the exit of the bankruptcy; and
c. the Firm will be reimbursed for reasonable out-of-pocket
expenses incurred.
David M. Klein, owner and manager of MENDS, LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
MENDS can be reached at:
David M. Klein
MENDS, LLC
840 SW 18th Street
Boca Raton, FL 33486
Tel: (561) 213-6390
About SpinLabel Technologies, Inc.
SpinLabel Technologies, Inc. -- http://www.spinlabels.com/-- is a
Florida-based company dedicated to building and licensing its
unique labeling technology that builds brand value by engaging
current and prospective customers in the shopping corridor and at
home.
SpinLabel's proprietary, patented label Technology enables a
spinning label (an outer Label over an inner label) to almost
double the valuable messaging space on a container. SpinLabel is
aligned with top label manufacturers globally to facilitate easy
integration into most types of existing consumer product
packaging.
Based in Miami, Florida, SpinLabel -- which does business as
Spinformation, Inc., as Accudial Pharmaceutical, Inc., and as
Accudial, Inc. -- filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 17-20123) on August 9, 2017. Bradley S. Shraiberg, Esq.,
at Shraiberg Landaue & Page PA, serves as the Debtors' bankruptcy
counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Alan
Shugarman, its director.
SPRUHA SHAH: Hires Valucentric as Appraiser
-------------------------------------------
Spruha Shah, LCC, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Valucentric, as appraiser to the Debtors.
Spruha Shah requires Valucentric to perform an appraisal and
prepare an appraisal report for the Debtor's property located at
500 S. Hicks Road, Palatine, Illinois.
Valucentric will be paid a flat rate of $2,000 for the appraisal,
and the report will be delivered to the Debtors in three weeks from
the authorization date.
Bradley J. Siegel, member of Valucentric, 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.
Valucentric can be reached at:
Bradley J. Siegel
VALUCENTRIC
770 Lake Cook Rd, Suite 300
Deerfield, IL 60015
Tel: (312) 878-0980
About Spruha Shah, LCC
Sneh and Sahil Enterprises, Inc. --http://www.arlingtonrental.com/
-- does business under two assumed names, as follows: (a) Arlington
Rental, which is in the business of the rental of party equipment
and supplies, like tents, portable dance floors, tables chairs and
other catering needs, and (b) R Lederleitner Landscape, which is in
the business of performing landscaping services. It operates from a
commercial property owned by Spruha Shah.
Spruha Shah, LLC, a single asset real estate as defined in 11
U.S.C. Section 101(51B), is the owner of the real property commonly
known as 500 S. Hicks Rd., Palatine, Illinois.
Spruha Shah, LLC, and Sneh and Sahil Enterprises filed Chapter 11
bankruptcy petitions (Bankr. N.D. Ill. Case Nos. 17-18858 and
17-18861, respectively) on June 22, 2017. The petitions were signed
by Sanjay Shah, managing member. The cases are jointly
administered under Case No. 17-18858, with Judge Deborah L. Thorne
presiding.
At the time of filing, the Debtors estimated assets and liabilities
ranging between $1 million to $10 million.
The Debtors are represented by Timothy C. Culbertson, Esq., at the
Law Offices of Timothy C. Culbertson.
SS&C TECHNOLOGIES: Egan-Jones Hikes Sr. Unsec. Ratings to B+
------------------------------------------------------------
Egan-Jones Ratings Company, on August 4, 2017, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by SS&C Technologies Hodings Inc. to B+ from B.
SS&C Technologies Holdings, Inc. is a holding company. The Company
is a provider of software products and software-enabled services
that allow financial services providers to automate complex
business processes and manage their information processing
requirements.
STONE PROJECTS: Seeks Feb. 16 Plan Filing Exclusivity Extension
---------------------------------------------------------------
Stone Projects, LLC requests the U.S. Bankruptcy Court for the
District of Massachusetts to extend for approximately 90 days the
exclusive filing period for filing a Plan of Reorganization through
February 16, 2018 and the solicitation period through March 15,
2018.
The Debtor seeks an extension of the Exclusive Periods so as to
have sufficient time to develop a plan for restructuring of the
debt as well as to take advantage of the seasonal nature of the
business and the cash flow which typically increases during the
spring and summer months.
The Debtor claims that its business is somewhat seasonal as there
is lower demand by homeowners during the holiday season for
services; potential customers are less likely to undergo bathroom
and kitchen renovations during that time period. The Debtors note
that sales are the mainstay of its business.
The Debtor's initial Exclusive Period is currently set to expire on
November 15, 2017. The Debtor asserts that this is its first
request for an extension of the Exclusive Period. Further
buttressing this request is an agreed upon continued authorization
by the Debtor's secured lender for use of cash and non-cash
collateral to the date of the requested extension of February 16,
2018.
About Stone Project
Stone Projects, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D.Mass. Case No. 17-11877) on May 19, 2017. The petition was signed
by Leonardo C. Chantre, manager. The Debtor is represented by Nina
M. Parker, Esq., at Parker & Associates, as bankruptcy counsel. At
the time of filing, the Debtor had $100,000 to $500,000 in
estimated assets and $500,000 to $1 million in estimated
liabilities.
No request for the appointment of a trustee or examiner has been
sought in this proceeding, and no committee has been appointed or
designated.
SUMMIT MIDSTREAM: Egan-Jones Hikes Sr. Unsecured Ratings to B
-------------------------------------------------------------
Egan-Jones Ratings Company, on August 17, 2017, raised the foreign
currency and local currency senior unsecured ratings on debt issued
by Summit Midstream Partners LP to B from B-.
Summit Midstream Partners, LP focuses on owning, developing, and
operating midstream energy infrastructure assets primarily shale
formations in North America. The company provides natural gas
gathering, treating, and processing services. Summit Midstream GP,
LLC operates as a general partner of the company. Summit Midstream
Partners, LP was founded in 2009 and is headquartered in The
Woodlands, Texas.
SUNBURST FARMS: Taps High Plains as Auctioneer
----------------------------------------------
Sunburst Farms Partnership seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire an auctioneer.
The Debtor proposes to employ High Plains Online Auction Services,
LLC in connection with the sale of its assets, and pay the firm a
fee, which is 5% of the total gross proceeds of the sale.
Tom Johnson, an auctioneer employed with High Plains, disclosed in
a court filing that he does not represent any interest adverse to
the Debtor's bankruptcy estate.
The firm can be reached through:
Tom Johnson
High Plains Online
Auction Services LLC
2616 Topeka Road
Monument, KS 67747
Phone: (620) 376-8008
About Sunburst Farms
Sunburst Farms Partnership is engaged in wheat and feed sorghum
production. The principal place of business of Sunburst Farms is
116 W Greeley, Tribune, Kansas 67879.
Sunburst Farms filed for Chapter 11 bankruptcy protection (Bankr.
D. Kan. Case No. 17-11389) on July 19, 2017, disclosing $4.29
million in total assets and $6.60 million in total liabilities.
The petition was signed by Carol Bloesser, president of Western
Plains, the Debtor's general partner.
Judge Robert E. Nugent presides over the case.
David P. Eron, Esq., at Eron Law, P.A., serves as the Debtor's
bankruptcy counsel. The Debtor hired K.Coe Isom, LLC, as its
accountant.
On August 29, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
SUPERIOR PLUS: DBRS Confirms BB(low) Sr. Unsec. Debentures Rating
-----------------------------------------------------------------
DBRS Limited confirmed the Issuer Rating and Senior Secured Notes
rating of Superior Plus LP (SP-LP or the Issuer) at BB (high) and
the Senior Unsecured Debentures rating at BB (low), based on its
unchanged recovery rating of RR6, all with Stable trends. This
action follows the conclusion of DBRS's review of Superior Plus
Corp.'s (SP-Corp; SP-LP's holding company) acquisition of Canwest
Propane's (Canwest) retail propane business in Western Canada, and
removes SP-LP's ratings from Under Review with Developing
Implications.
DBRS is subsequently discontinuing the Senior Secured Notes rating
at the request of the Issuer. The discontinuation is unrelated to
the rating action and is as a result of these Notes having been
repaid in full.
On February 13, 2017, DBRS placed the ratings of SP-LP Under Review
with Developing Implications following the announcement that
Superior Plus Corp. (SP-Corp or the Company) had agreed to acquire
from Gibson Energy Inc. its Canwest retail propane business for
$412 million in cash (the Transaction), subject to certain
customary adjustments. The Transaction was debt financed and no
debt of Canwest was assumed.
SP-Corp stated that it would fully integrate Canwest's business
into SP-LP's Energy Distribution (ED) division, and estimated that
it would achieve $20 million of annual synergies, primarily through
operating expense reductions by leveraging off of SP-LP's existing
footprint.
In its review, DBRS focused on (1) the impact on the business risk
profile from adding the Canwest assets, including the potential for
synergies and integration risks, (2) SP-Corp's consolidated pro
forma financial risk profile and commitment to and capacity for
achieving its deleveraging goals, and finally (3) confirmation that
the final terms of the Transaction were consistent with DBRS's
expectations.
During the review of the Transaction, DBRS determined that the
Transaction would have a modest positive impact on the business
risk profile. The Canwest acquisition added customers and
businesses aligned with the Company's core competencies,
strengthened SP-Corp's already leading market position in the
Canadian propane marketing and distribution market and broadened
its geographic footprint. However, a significant proportion of the
acquired Canwest business is linked primarily to the oil and gas
sector, which increases exposure to a very cyclical end-user market
and to the vagaries of weather fluctuations in Western Canada.
DBRS also reviewed the Company's post-Transaction deleveraging
plans and believes that steady deleveraging is achievable. By
DBRS's definition/calculation, debt-to-EBITDA, adjusted for
operating leases, rose to 4.2 times in the last 12 months (LTM) to
Q2 2017. While this is somewhat weak for the rating, considering
the Company's business strengths, it is not inconsistent with the
current rating. DBRS anticipates that through a combination of
modest earnings growth and debt reduction, the ratio should decline
well below 4.0 times (by DBRS's definition) over the next two
years.
When the Transaction closed, DBRS assessed the closing terms, and
aside from the Competition Bureau's requirement that less than an
estimated 5% of the Canwest retail propane volumes be divested,
determined that they were substantially consistent with
expectations. As a result, consistent with DBRS's guidance in its
February 13, 2017, press release, and also considering the
favourable results of DBRS's investigation into all other factors
affecting the Company's credit profile, DBRS has confirmed SP-LP's
ratings with Stable trends.
A concurrent assessment of other factors affecting SP-LP's credit
rating beyond the Transaction supports the action to confirm the
ratings with Stable trends. The ratings remain well supported by
SP-Corp's excellent brand strength and reputation for outstanding
customer service. The importance of the Company's fuel and chemical
products to clients and the relatively well-diversified customer
base ensures a steady level of demand for SP-Corp's products. The
economic drivers of propane demand are generally different from
those underlying demand for the Company's Specialty Chemicals
products, offering some diversification benefits over the long
term. The ratings are also supported by the Company's position as a
leading distributor of propane in Canada. Challenges include
external factors beyond the Company's control, such as seasonal and
cyclical drivers in the Company's end markets, and volatile raw
materials costs. The fragmented nature of the propane distribution
market and the financial and integration risks associated with the
Company's current acquisition strategy are also structural
challenges.
SP-Corp began the LTM period to Q2 2017 by selling its Construction
Products Distribution (CPD) business for USD 325 million. CPD was a
lower-margin business with substantial exposure to the volatile
U.S. housing market, and the divestiture enabled SP-Corp to
substantially reduce its debt and strengthen its balance sheet.
Operating results (excluding CPD) were generally modestly
favourable during the period, supported by contributions to the ED
business from the Transaction beginning as of March 1, 2017. The
Specialty Chemicals business benefited from more favourable market
conditions in 2017 for key Chlor-alkali products: caustic potash
volumes benefited from improved agricultural demand, increased
activity in the oil and gas sector was supported hydrochloric acid
sales and caustic soda conditions improved as Gulf Coast
competitors shipped more product overseas. As discussed in DBRS's
February 13, 2017, press release, significant borrowing during the
period was required to facilitate the Transaction.
DBRS anticipates that the Company will make modest progress toward
reducing its leverage over the next two years, with adjusted cash
flow-to-debt rising to over 20% and adjusted debt-to-EBITDA
improving to around 3.5 times in 2019 from 19.7% and 4.2 times,
respectively, in the LTM period to Q2 2017, both as per DBRS's
definitions. The projected metrics would continue to support the
current ratings.
Overall, the operating performance and modestly improved business
risk profile continue to support the current ratings. DBRS expects
the Company to remain acquisitive and, given the fragmented nature
of the propane distribution sector, there is no shortage of tuck-in
acquisition targets available. However, significant debt-financed
acquisitions could lead to a negative rating action, especially if
they were to be undertaken during a period of notable market
weakness. A positive rating action would likely only be considered
if the Company demonstrated a commitment to a materially stronger
financial profile over a period of years.
Notes: All figures are in Canadian dollars unless otherwise noted.
T.C. RENFROW: Taps Heins Properties as Real Estate Broker
---------------------------------------------------------
T.C. Renfrow Land L.P. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire a real estate
broker.
The Debtor proposes to employ Heins Properties LLC in connection
with the sale of its real property located at Miller Road No. 2,
Houston, Texas.
The commission will be 4% of the sales price if Heins Properties is
the only broker; and 6% if the commission is to be paid to the firm
and another broker.
Anthony Heins, president of Heins Properties, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Anthony Heins
Heins Properties LLC
402 Heights Blvd.
Houston, TX 77007
About T.C. Renfrow L.P.
T.C. Renfrow Land L.P. holds the deed of trust on a land with house
located at 7633 Miller Road, #2, Houston, Texas, valued at $7.5
million. It separately holds the deed of trust on a land with
house located at 4035 SCR Road Rocksprings, Texas, with a current
value of $595,000.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 17-33540) on June 5, 2017. Timothy
C. Renfrow, manager of ACR GP, LLC, signed the petition. At the
time of the filing, the Debtor disclosed $8.13 million in assets
and $3.9 million in liabilities.
The case is assigned to Judge Marvin Isgur. The Debtor hired The
Gerger Law Firm PLLC as its legal counsel; Valbridge Property
Advisors as its valuation expert; and Richard A. Roome, P.C. as its
accountant.
TEC-AIR INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tec-Air, Inc.
dba Tec Air, Inc.
9200 Calmut AV, Ste NW01
Munster, IN 46321
Type of Business: Tec-Air, Inc. -- https://www.tecairinc.com/
-- manufactures, designs and develops
injection molded plastic parts for the
consumer appliance, automotive, off highway
vehicle, industrial equipment, medical, air
movement and HVAC industries. Tec-Air's
130,000 sq ft manufacturing facility,
engineering lab, and business headquarters
are located in Lake Business Center in
Munster, Indiana. The company was founded
by Richard E. Swin, Sr. in 1965.
Chapter 11 Petition Date: October 27, 2017
Case No.: 17-32273
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Janet S. Baer
Debtor's Counsel: Michael H. Traison, Esq.
CULLEN AND DYKMAN LLP
175 East Delaware Place, Suite 7011
Chicago, Illinois 60611
Tel: (312) 860-4230
E-mail: mtraison@cullenanddykman.com
- and -
Jason S. Steele, Esq.
Nicole Stefanelli, Esq.
CULLEN AND DYKMAN LLP
The Legal Center
One Riverfront Plaza
Newark, New Jersey 07102
Tel: (973) 849-0220
Fax: (973) 849-2020
E-mail: steele@cullenandykman.com
nstefanelli@culenandykman.com
Debtor's
Co-Counsel: POLSINELLI PC
Debtor's
Financial
Advisor &
Investment
Banker: THREE TWENTY-ONE CAPITAL PARTNERS, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert J. McMurtry, president/chief
executive officer.
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/ilnb17-32273.pdf
TERRACE MANOR: Sale Property Free & Clear of HUD Liens Approved
---------------------------------------------------------------
Judge S. Martin Teel, Jr., of the U.S. Bankruptcy Court for the
District of Columbia authorized Terrace Manor, LLC's sale of
property free and clear of any lien claim or encumbrance asserted
by the District of Columbia Department of Housing and Urban
Development with any such lien, claim or encumbrance attaching to
the proceeds of sale.
The title company closing on the sale of the Property will hold in
escrow sufficient funds to satisfy any disputed lien, claim or
encumbrance pending further order of the Court.
About Terrace Manor
Terrace Manor, LLC, owns a 61-unit residential apartment building
located at 3341-3353 23rd Street S.E., 2276 Savanah Street, S.E.,
and 2270-2272 Savanah Street, S.E. Washington, DC. It is a single
asset real estate as defined in 11 U.S.C. Section 101(51B).
Sanford Capital, LLC, is the 100% owner of Debtor.
Terrace Manor, LLC, filed a Chapter 11 petition (Bankr. D.D.C. Case
No. 17-00175) on March 30, 2017. The petition was signed by Carter
A. Nowell, managing member of Sanford Capital. The case is
assigned to Judge Martin S. Teel, Jr. At the time of filing, the
Debtor estimated assets and liabilities between $1 million and $10
million.
Brent C. Strickland, Esq., and Christopher A. Jones, Esq., at
Whiteford, Taylor & Preston L.L.P., are serving as bankruptcy
counsel to the Debtor.
On April 10, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
THINK FINANCE: Nov. 1 Meeting Set to Form Creditors' Panel
----------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on Nov. 1, 2017, at 10:00 a.m. in the
bankruptcy case of Think Finance, LLC, et al.
The meeting will be held at:
United States Trustee Meeting Room
Earl Cabell Federal Building
1100 Commerce Street, Suite 524
Dallas, Texas 75242
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Think Finance
Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a
provider of software technology, analytics, and marketing services
to financial clients in the consumer lending industry. Think
Finance offers an end-to-end, professionally managed online lending
program. The company's customized services allow clients to
create, develop, launch and manage their loan portfolio while
effectively serving customers. For over 15 years, the company has
helped its clients originate over 2 million loans enabling them to
put more than $4 billion in credit on the street.
Think Finance, LLC, along with six affiliates, sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23,
2017.
Think Finance estimated assets of $100 million to $500 million and
debt of $10 million to $50 million.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped Hunton & Williams LLP as counsel; Alvarez &
Marsal as financial advisor; and American Legal Claims Services,
LLC, as claims agent.d noticing agent.
TOWERSTREAM CORP: Amends 5.1M Units Prospectus with SEC
-------------------------------------------------------
Towerstream Corporation filed a Form S-3/A registration statement
with the Securities and Exchange Commission in connection with the
public offering of up to 5,051,547 units, assuming a public
offering price of $4.85, the closing price of the Company's common
stock on the OTCQB on Oct. 24, 2017, with each unit consisting of
one share of its common stock, $0.001 par value per share, and one
warrant to purchase one share of its common stock.
The Class A units will not be issued or certificated. Purchasers
will receive only shares of common stock and warrants. The shares
of common stock and warrants may be transferred separately,
immediately upon issuance. The offering also includes the shares
of common stock issuable from time to time upon exercise of the
warrants.
The Company is also offering to those purchasers, whose purchase of
Class A units in this offering would result in the purchaser,
together with its affiliates and certain related parties,
beneficially owning more than 4.99% (or, at the election of the
purchaser, 9.99%) of its outstanding common stock following the
consummation of this offering, the opportunity to purchase, in lieu
of the number of Class A units that would result in ownership in
excess of 4.99% (or, at the election of the purchaser, 9.99%) of
its outstanding common stock, a unit consisting of (i) one share of
Series I convertible preferred stock, par value $.001 per share,
convertible at any time at the holder's option into shares of
common stock equal to $1,000 divided by $___, the public offering
price per Class A unit and (ii) warrants to purchase a number of
shares of common stock equal to the number of shares of common
stock issuable upon conversion of one share of Series I Preferred
Stock. The warrants included in the Class B units will have the
same terms as the warrants included in the Class A units. The Class
B units will not be issued or certificated. Purchasers will
receive only shares of Series I Preferred Stock and warrants. The
shares of Series I Preferred Stock and warrants may be transferred
separately, immediately upon issuance.
The Company's common stock is presently quoted on the OTCQB tier of
the OTC Markets Group, Inc. under the symbol "TWER". Its common
stock and warrants are approved for listing on the NASDAQ Capital
Market under the symbols "TWER" and "TWERW," respectively, subject
only to successful pricing of this offering. On Oct. 24, 2017, the
last reported sale price for its common stock on the OTCQB was
$4.85 per share.
There is no established public trading market for the Series I
Preferred Stock, and the Company does not expect a market to
develop. In addition, the Company does not intend to apply for
listing of the Series I Preferred Stock on any national securities
exchange or other trading market. Without an active trading
market, the liquidity of the Series I Preferred Stock will be
limited.
In connection with the listing of the Company's shares of common
stock and warrants on the NASDAQ Capital Market, the Company
implemented a 1 for 75 reverse split of its issued and outstanding
common stock on Sept. 29, 2017. All share and per share data in
this prospectus have been retroactively restated to reflect the
reverse stock split.
A full-text copy of the registration statement is available for
free at https://is.gd/Edkw6G
About Towerstream
Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/
-- is a fixed-wireless fiber alternative company delivering
Internet access to businesses. The Company offers broadband
services in twelve urban markets including New York City, Boston,
Los Angeles, Chicago, Philadelphia, the San Francisco Bay area,
Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the
greater Providence area.
Towerstream reported a net loss attributable to common stockholders
of $22.15 million on $26.89 million of revenues for the year ended
Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $40.48 million on $27.90 million of revenues for
the year ended Dec. 31, 2015. As of June 30, 2017, Towerstream had
$28.17 million in total assets, $37.64 million in total
liabilities, and a total stockholders' deficit of $9.46 million.
Marcum 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 significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
TREASURE ENTERPRISE: Claim Filing Deadline Set for December 15
--------------------------------------------------------------
The United States Securities and Exchange Commission filed, on
March 28, 2017, receivership proceedings in the United State
District Court for the Eastern District of Michigan, caption United
States Securities and Exchange Commission v. Treasure Enterprise
LLC et al. (Case No. 17-10963), against Treasure Enterprise LLC,
Patricia Enright Gay, Larry Allen Holley, Kingdom Asset Management
LLC and Carleen Renee Holley. The SEC alleges that the
Receivership Defendants engaged in securities violations related to
investments offered by them.
O'Keefe and Associates Consulting LLC and Patrick O'Keefe, chief
executive officer of the firm, were subsequently appointed as the
receiver for the estates of the Receiver Defendants.
Any party who desires to share in any distribution to creditors in
the receivership proceedings must mail a full executed proof of
claim, including all documents which support the asserted proof of
claim, such that it is received by the receiver on or before Dec.
15, 2017.
All proofs of claim must be submitted by mail or email to:
Russ Long
O'Keefe and Associates Consulting LLC
2 Lone Pine Road
Bloombfield Hills, MI 48304
Email: rlong@okeefellc.com
Tel: 248-566-5022
The Securities and Exchange Commission retained as counsel:
Jonathan S. Polish, Esq.
John E. Birkenheier, Esq.
Steven L. Klawans, Esq.
Ana P. Doncic, Esq.
Attorneys for Plaintiff
U.S. Securities and Exchange Commission
175 W. Jackson Boulevard, Suite 1450
Chicago, IL 60604
Tel: (312) 353-7390
Email: DoncicA@sec.gov
The Receiver retained as counsel:
Jay L. Welford, Esq.
Paul R. Hage, Esq.
27777 Franklin Road, Suite 2500
Southfield, MI 48034
Tel: 248-727-1466
Email: jwelford@jaffelaw.com
phage@jaffelaw.com
TRILOGY ENERGY: DBRS Hikes Issuer Rating & Sr. Unsec. Notes to BB
-----------------------------------------------------------------
DBRS Limited upgraded the Issuer Rating and Senior Unsecured Notes
(the Notes) ratings of Trilogy Energy Corporation (Trilogy or the
Company) to BB, from B (low), with Stable trends. The recovery
rating of the Notes is upgraded to RR3 from RR4. The upgrades
remove the ratings from Under Review with Positive Implications
where they were placed on July 10, 2017, following the announcement
by Trilogy that it had agreed to merge with Paramount Resources
Ltd. (Paramount) on the basis of an exchange of Trilogy common
shares for Paramount common shares.
At the time of the merger announcement, Paramount also announced
that it had entered into an agreement with certain subsidiaries of
Apache Corporation to acquire Apache Canada Ltd. (Apache Canada)
for $460 million in cash. Concurrent with the rating upgrades, and
at the request of Paramount, DBRS has withdrawn all of the
Company's ratings.
The merger with Paramount and Paramount's acquisition of Apache
Canada have been successfully completed. The combined business is
now carried on as Paramount. Trilogy's $300 million of Notes remain
outstanding and are now obligations of Paramount on a consolidated
basis. DBRS's Issuer Rating and the rating of the Notes is based on
the assessment of Paramount as the merged entity, which includes
the acquisition of Apache Canada.
DBRS notes that the merged entity's business risk profile relative
to Trilogy as a stand-alone entity has improved significantly;
notably, the company size has increased more than threefold. Based
on second quarter 2017 pro forma figures, sales volumes increased
to 79,000 barrels of oil equivalents (boe)/day compared to Trilogy
on a stand-alone basis of 21,669 boe/day; gross proved reserves,
based on an updated reserve report as of June 1, 2017, increased to
344.8 million boe compared to Trilogy's gross proved reserves (on a
stand-alone basis) of 93.2 million boe. The merged entity also has
(1) a more diversified portfolio of producing properties in Western
Canada, (2) greater flexibility in allocating capital among its
core operating assets and (3) the ability to gain efficiencies and
optimize the combined entity's processing and transportation
infrastructure. Furthermore, the merger establishes Paramount as a
leading Montney producer in Canada.
The pro forma balance sheet and credit metrics of the merged entity
also improved materially compared to Trilogy as a stand-alone
entity. Pro forma as of June 30, 2017, the merged entity's
outstanding debt is $462 million, composed of $300 million of
Trilogy Notes and $161.9 million drawn on Paramount's $300 million
credit facility. In addition, pro forma, the merged entity's cash
position is $131.7 million. The liquidity position of the merged
entity is sufficient with the current cash position and available
headroom on Paramount's credit facility. Overall, DBRS's assessment
of Trilogy as a result of the completed combination with Paramount
results in a four-notch upgrade in the Issuer Rating and the rating
of the Notes to BB from B (low). The recovery rating on the Notes
is also upgraded to RR3 from RR4. However, since the Notes are
rated within the BB range there is no notching up for a higher
recovery rating.
With the Under Review with Positive Implications status resolved,
and as noted per the request of Paramount, DBRS at the same time is
discontinuing the rating of the Notes and the Issuer Rating of
Trilogy. DBRS notes that the withdrawal of the ratings is not an
expression of the credit quality of the issuer nor the credit
quality of the Notes.
Notes: All figures are in Canadian dollars unless otherwise noted.
TTM TECHNOLOGIES: Egan-Jones Hikes Sr. Unsecured Ratings to BB
--------------------------------------------------------------
Egan-Jones Ratings Company, on August 17, 2017, raised the foreign
currency and local currency senior unsecured ratings on debt issued
by TTM Technologies Inc. to BB from BB-.
TTM Technologies, Inc. is a manufacturer of printed circuit board
(PCB) products and is focused on technologically advanced PCBs and
electro-mechanical solutions (E-M Solutions).
TWIN MILLS: Hires Trepanier MacGillis as Special Counsel
--------------------------------------------------------
Twin Mills Timber & Tie Company, Inc., seeks authority from the
U.S. Bankruptcy Court for the Southern District of Illinois to
employ Trepanier MacGillis Battina P.A., as special counsel to the
Debtor.
Twin Mills requires Trepanier MacGillis to represent the Debtor in
case number 17-cv-00073 in the United States District Court in
Minnesota.
Trepanier MacGillis will be paid at these hourly rates:
Attorneys $200
Paralegals $100
Trepanier MacGillis will be paid a retainer in the amount of
$6,000. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Shaun M. Parks, partner of Trepanier MacGillis Battina P.A.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Trepanier MacGillis can be reached at:
Shaun M. Parks, Esq.
Trepanier MacGillis Battina P.A.
8000 Flour Exchange Building
Minneapolis, MN 55415
Tel: (612) 455-0991
Fax: (612) 455-0501
E-mail: sparks@trepanierlaw.com
About Twin Mills Timber & Tie Company, Inc.
Twin Mills Timber & Tie Co., Inc. is a small business debtor
engaged in the pallet and wood mat manufacturing.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ill. Case No. 17-40491) on June 5, 2017. Keith
Wilson, president, signed the petition.
At the time of the filing, the Debtor disclosed $265,548 in assets
and $1.39 million in liabilities.
Judge Laura K. Grandy presides over the case. Bankruptcy Advocates
LLP represents the Debtor as bankruptcy counsel. Trepanier
MacGillis Battina P.A., as special counsel.
The Debtor previously sought bankruptcy protection (Bankr. S.D.
Ill. Case No. 11-41378) on Oct. 14, 2011.
VHI INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor affiliates that filed Chapter 11 bankruptcy petitions:
Debtor Case No.
------ --------
VHI, Inc. Enterprises 17-13641
1104 Industrial Road
Manassas, VA 20109
VH Venture LLC 17-13642
1104 Industrial Road
Manassas, VA 20109
Type of Business: VHI, Inc., provides waste collection services
within the Washington metropolitan area: Fairfax
county, Loudoun county, Prince William county,
Stafford county, City of Alexandria, Arlington,
District of Columbia, Montgomery and Prince
George county. VHI owns 20 trucks including
front-end trucks, Roll off trucks, rear-load
trucks and recycling trucks. The Company has
over 2,500 commercial, residential and
government clients. VHI also provides temporary
container services perfect for construction and
remodeling projects, demolition jobs, special
events or any other short-term commercial
endeavor. VHI's temporary container services
include bins, roll-off containers and compactors
in a variety of sizes.
Web site at: http://vhidisposal.com
Chapter 11 Petition Date: October 27, 2017
Court: United States Bankruptcy Court
Eastern District of Virginia (Alexandria)
Judge: Hon. Klinette H. Kindred
Debtors' Counsel: Donald F. King, Esq.
ODIN, FELDMAN & PITTLEMAN, P.C.
1775 Wiehle Avenue, Suite 400
Reston, VA 20190
Tel: (703) 218-2100
Fax: (703) 218-2160
E-mail: donking@ofplaw.com
Estimated Estimated
Assets Liabilities
----------- -----------
VHI, Inc. $0-$50,000 $1,000,000-$10,000,000
VH Venture LLC $0-$50,000 $1,000,000-$10,000,000
The petitions were signed by Albert O. Hodge, chief executive
officer.
The Debtors did not file a list of their 20 largest unsecured
creditors together with the petitions.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/vaeb17-13641.pdf
http://bankrupt.com/misc/vaeb17-13642.pdf
VITAMIN WORLD: Hires Retail Consulting as Real Estate Advisor
-------------------------------------------------------------
Vitamin World, Inc., and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Retail Consulting Services, Inc., d/b/a RCS Real
Estate Advisors as the Debtors' real estate advisor, nunc pro tunc
to September 11, 2017.
The Debtors require RCS to:
a. perform an in-depth analysis of the Debtors' leased real
estate assets;
b. assist the Debtors in developing real estate goals and
parameters to determine store closures;
c. communicate and negotiate with landlords and the Debtors
regarding rent reductions, term modifications, lease extensions,
and other lease modifications;
d. negotiate pre-petition cure amounts owing to landlords
based upon assumptions of certain leases;
e. coordinate and negotiate the marketing and dispositions of
certain properties; and
f. perform such other services as may be agreed to by the
Debtors and RCS from time to time.
The Debtors have agreed to pay the RCS professional fees, taken
first out of the RCS Retainer amount, on these terms:
a. for renegotiating the terms of any of the Debtors' leases,
RCS's compensation -- Reduction Fee -- shall be 6% of the
difference between (i) the original lease terms and (ii) the
negotiated reduced rental payments;
b. For any non-financial lease modification achieved by RCS,
such as lease extensions, deferred rent payments, or shortening the
lease term, RCS shall receive as compensation $2,500 per lease;
c. upon the closing of a transaction that disposes of any of
the Disposition Properties, RCS shall receive as compensation an
amount equal to 6% of the total amount paid to the Debtors by the
lease assignee, the landlord or the purchaser of such designation
rights;
d. for the waiver or reduction of prepetition cure amounts,
RCS shall be paid 6% of the total amount of such reduction. For the
waiver or reduction of a landlord claim under section 502(b)(6) of
the Bankruptcy Code, RCS shall be paid 6% of the savings of any
distribution on account of such claim that otherwise would have
been payable to the landlord;
e. upon request by the Debtors for additional services not
specifically set forth in the RCS Engagement Letter, RCS shall be
compensated hourly, not including travel time, as these rates:
President $750; Senior Vice President: $650; Vice President: $550;
Paralegal: $375; and Administrators: $250.
RCS will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Ivan L. Friedman, president of Retail Consulting Services, Inc.,
d/b/a RCS Real Estate Advisors, 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.
RCS may be reached at:
Ivan L. Friedman
Retail Consulting Services, Inc.,
d/b/a RCS Real Estate Advisor
460 West 34th Street
New York, NY 10001
Tel: (212) 239-1100
Fax: (212) 268-5484
About Vitamin World
Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other
related entities sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 17-11933) on Sept. 11, 2017.
Headquartered in Holbrook, New York, Vitamin World is a specialty
retailer in the vitamins, minerals, herbs and supplements market.
The Company offers customers products across all major VMHS and
sports nutrition categories, including, supplements, active
nutrition, multiples, letter vitamins, health and beauty, herbs,
minerals, food and specialty items.
When it filed for bankruptcy, Vitamin World was operating out of
four distribution centers located in Holbrook, New York; Sparks,
Nevada; Riverside, California; and Groveport, Ohio; and 334 retail
stores that are mostly located in malls and outlet centers across
the United States and its territories. Products are also sold
online at http://www.vitaminworld.com/ The Company has 1,478
active employees.
Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel. Saul
Ewing Arnstein & Lehr LLP is the co-counsel. Retail Consulting
Services, Inc., is the Debtors' real estate advisors. RAS
Management Advisors, LLC, is the financial advisor. JND Corporate
Restructuring is the claims and noticing agent.
Vitamin World estimated assets of $50 million to $100 million and
debt of $10 million to $50 million.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee retained Lowenstein Sandler LLP as lead
counsel; and Whiteford, Taylor & Preston LLC as Delaware counsel.
VORAS ENTERPRISE: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: Voras Enterprise Inc.
aka Voras Enterprises Inc.
c/o Northeast Brooklyn Housing Development
132 Ralph Avenue
Brooklyn, NY 11233
Type of Business: Voras Enterprise Inc. is a nonprofit,
tax-exempt corporation that provides
community housing developement services
within the Brooklyn, New York area.
Chapter 11 Petition Date: October 26, 2017
Case No.: 17-45570
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Allen G Kadish, Esq.
DICONZA TRAURIG KADISH LLP
630 Third Avenue, 7th Floor
New York, NY 10017
Tel: 212-682-4940
Fax: 212-682-4942
E-mail: akadish@dtklawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeffrey E. Dunston, president and chief
executive officer.
A copy of the Debtors' list of four unsecured creditors is
available for free at:
http://bankrupt.com/misc/nyeb17-45570_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb17-45570.pdf
WALL GROUP: Seeks to Hire PT CPAs as Accountant
-----------------------------------------------
Wall Group Industries, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of North Carolina to hire PT CPAs,
PLLC as its accountant.
The firm will assist the Debtor in the preparation of its 2016 tax
returns; prepare and review financial information included in its
Chapter 11 plan; and provide other accounting services.
The firm will charge $1,750 to prepare the tax return and will
charge for subsequent work based on a blended hourly rate of $200.
PT CPAs is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
James Pappalardo
PT CPAs, PLLC
7610 Falls of Neuse Road, Suite 100
Raleigh, NC 27615
Tel: (919) 847-6800
Fax: (919) 847-2900
About Wall Group Industries Inc.
Wall Group Industries, Inc. -- http://www.thewall-group.com/-- is
a privately-held commercial drywall contractor based in Durham,
North Carolina.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D.N.C. Case No. 17-80873) on October 20, 2017.
Frankie Byrd, its president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.
Judge Lena M. James presides over the case.
WALL GROUP: Taps Parry Tyndall as Legal Counsel
-----------------------------------------------
Wall Group Industries, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of North Carolina to hire Parry
Tyndall White as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; examine the conduct of its affairs; assist in the
preparation of a bankruptcy plan; and provide other legal services
related to its Chapter 11 case.
James White, Esq., the attorney who will be handling the case,
disclosed in a court filing that he does not represent any interest
adverse to the Debtor or its estate.
The firm can be reached through:
James C. White, Esq.
100 Europa Dr. Suite 401
Chapel Hill, NC 27517
Tel: (919) 246-4676
Fax: (919) 246-9113
Email: jwhite@ptwfirm.com
About Wall Group Industries Inc.
Wall Group Industries, Inc. -- http://www.thewall-group.com-- is a
privately-held commercial drywall contractor based in Durham, North
Carolina.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D.N.C. Case No. 17-80873) on October 20, 2017.
Frankie Byrd, its president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.
Judge Lena M. James presides over the case.
WALTER INVESTMENT: Hikes Committed Portion of Credit Facility $400M
-------------------------------------------------------------------
As previously disclosed, Walter Investment Management Corp. has
entered into (i) an Amended and Restated Restructuring Support
Agreement with lenders holding, as of Oct. 20, 2017, more than 48%
of the loans and/or commitments outstanding under the Credit
Agreement, and (ii) a Restructuring Support Agreement with senior
unsecured noteholders holding, as of Oct. 20, 2017, more than 50%
of the Senior Notes. Pursuant to the RSAs, WIMC has agreed to a
restructuring of its capital structure that is contemplated to be
implemented through a Chapter 11 proceeding consistent with the
terms and subject to the conditions set forth in the RSAs.
Credit Suisse Amendment
On Oct. 18, 2017, Ditech Financial LLC, a wholly-owned, indirect
subsidiary of WIMC, and WIMC entered into Amendment No. 3 to the
Amended and Restated Master Repurchase Agreement, dated as of Nov.
18, 2016, among Credit Suisse First Boston Mortgage Capital LLC,
Credit Suisse AG, acting through its Cayman Islands Branch, as
committed buyer and buyer, Alpine Securitization Ltd, as buyer,
Ditech, as seller and WIMC, as guarantor, and a related side letter
amendment, pursuant to which, among other things, the committed
portion of the CS-Ditech Facility was increased from $250 million
to $400 million, with the total capacity remaining at $500
million.
The CS-Ditech Facility was also amended to provide for the
following additional events of default: (i) an event of default
under the RMS Repurchase Agreement; and (ii) failure to execute a
margin, netting, and set-off agreement among Credit Suisse
Securities (USA) LLC and the Administrative Agent (and with respect
to CS, any Person who, directly or indirectly is in control of, or
is controlled by, or is under common control with CS), Ditech,
Reverse Mortgage Solutions, Inc., a wholly-owned, indirect
subsidiary of WIMC, and RMS REO BRC, LLC, a wholly-owned subsidiary
of RMS, and acknowledged by WIMC, in form and substance reasonably
acceptable to the Administrative Agent, on or prior to Dec. 1,
2017. The Netting Agreement is contemplated to provide for CS to
have certain margin, netting and/or set-off rights with respect to
property and/or funds held, pledged or otherwise owned or owing to
CS in connection with obligations of Ditech and the RMS Parties
under various existing or future lending, repurchase or derivative
agreements entered into between or among any of CS, Ditech and/or
the RMS Parties. The effect of such an arrangement may provide
for, among other things, cross-collateralization between assets of
Ditech and the RMS Parties.
Additionally, the Termination Date of the CS-Ditech Facility was
extended from Nov. 17, 2017 to Dec. 29, 2017, upon satisfaction of
the following conditions: (i) no Event of Default has occurred and
is continuing; and (ii) receipt by the Administrative Agent of (x)
copies of duly executed and delivered RSAs, which shall not contain
any material inconsistencies with the drafts provided by WIMC to
the Administrative Agent on or prior to the date of the CS-Ditech
Facility and (y) an amendment to the RMS Repurchase Agreement
amending the events of default thereunder to include a
cross-default provision relating to the Ditech Repurchase
Agreement, substantially similar to the cross-default provision in
the CS-Ditech Amendment. There is no guarantee that such Extension
Conditions shall occur.
In addition, covenants requiring the CS-Ditech Facility to account
for no more than a third of Ditech's total committed financing
capacity and requiring that Ditech maintain other master repurchase
agreements with other counterparties in an amount equal to at least
$500 million have been removed in the amended CS-Ditech Facility.
In consideration for the amendment to the CS-Ditech Facility,
Ditech has agreed to pay a fee to the Administrative Agent, which
fee will be fully applied against any future arrangement fees,
structuring fees, commitment fees, underwriting fees, upfront fees
and/or similar fees paid or payable to the Administrative Agent or
any of its Affiliates (on or prior to Dec. 29, 2017) pursuant to
any upsizing, refinancing or replacement of one or more warehouse
facilities or other advance line of credit facilities of WIMC or
any of its subsidiaries in connection with or in contemplation of
the Restructuring. Furthermore, certain other economic terms were
also amended pursuant to the CS-Ditech Facility Amendment.
WIMC has experienced reductions in availability under certain of
its warehouse and advance facilities, through reductions in advance
rates, changes to the terms of such facilities and otherwise, which
has negatively impacted WIMC's available liquidity and capital
resources. The increase in funding available under the CS-Ditech
Facility is expected to better position WIMC to ensure it has
sufficient liquidity in the near-term, though no assurance can be
given that WIMC will be successful in maintaining adequate
financing capacity with its current or prospective lenders.
About Walter Investment
Walter Investment Management Corp. --
http://www.walterinvestment.com/-- is an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. The Company services a wide array of loans across the
credit spectrum for its own portfolio and for GSEs, government
agencies, third-party securitization trusts and other credit
owners. Through the consumer, correspondent and wholesale lending
channels, the Company originates and purchases residential mortgage
loans that are predominantly sold to GSEs and government agencies.
The Company also operates two supplementary businesses; asset
receivables management and real estate owned property management
and disposition. Based in Fort Washington, Pennsylvania, the
Company has approximately 4,500 employees and services a diverse
loan portfolio.
"The Company is facing certain challenges and uncertainties that
could have significant adverse effects on its business, liquidity
and financing activities," as disclosed in the Company's Form 10-Q
report for the period ended June 30, 2017. "The Company may be
adversely impacted by the following factors, among others: failure
to maintain sufficient liquidity to operate its servicing and
lending businesses due to the inability to renew, replace or extend
its advance financing or warehouse facilities on favorable terms,
or at all; failure to comply with covenants contained in its debt
agreements or obtain any necessary waivers or amendments; failure
to resolve its obligation with respect to the remaining mandatory
clean-up calls; and failure to successfully restructure its
corporate debt."
The Company reported a net loss of $833.9 million for the year
ended Dec. 31, 2016, a net loss of $263.2 million in 2015, and a
net loss of $110.3 million in 2014. As of June 30, 2017, Walter
Investment had $15.59 billion in total assets, $15.70 billion in
total liabilities and a total stockholders' deficit of $112.98
million.
Ernst & Young LLP, in Tampa, Florida, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that on July 31, 2017 the Company entered
into a Restructuring Support Agreement that provides for a
prepackaged plan of restructuring in the event the Company is
unsuccessful in otherwise restructuring its corporate debt. The
prepackaged plan would provide court relief under the provisions of
Chapter 11 of the Bankruptcy Code. These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
In July 2017, S&P Global Ratings lowered its long-term issuer
credit rating on Walter Investment Management Corp. to 'CCC-' from
'CCC'. The outlook is negative.
In August 2017, Moody's Investors Service downgraded Walter
Investment's corporate family rating to 'Caa3' from 'Caa2'. The
rating action follows the company's announcement that it has
entered into a restructuring support agreement with more than 50%
of senior term loan lenders.
WALTER INVESTMENT: Obtains Limited Waivers from Barclays
--------------------------------------------------------
As previously disclosed, on Oct. 20, 2017, Walter Investment
Management Corp. entered into (i) an Amended and Restated
Restructuring Support Agreement with lenders holding, as of Oct.
20, 2017, more than 48% of the loans and commitments outstanding
under that certain Amended and Restated Credit Agreement, dated as
of Dec. 19, 2013, by and among the Company, as the borrower, Credit
Suisse AG, as administrative agent, and the lenders party thereto,
and (ii) a Restructuring Support Agreement with senior unsecured
noteholders holding, as of Oct. 20, 2017, more than 50% of the
Company's 7.875% senior unsecured notes due 2021 outstanding under
that certain Indenture, dated as of Dec. 17, 2013, by and among the
Company, the guarantors party thereto, and Wilmington Savings Fund
Society, FSB, a national banking association, as successor trustee.
As set forth in each RSA, WIMC and the consenting creditors have
agreed to the principal terms of a financial restructuring of WIMC
to be implemented through a chapter 11 proceeding consistent with
the terms and subject to the conditions set forth in the RSAs. As
previously disclosed, as of Oct. 25, 2017, holders of approximately
89% of the Term Loans are parties to the Term Lender RSA and
approximately 71% of the Senior Notes are parties to the Senior
Noteholder RSA. Accordingly, pursuant to the terms of the RSAs,
the Support Effective Date as defined in the RSAs occurred on Oct.
25, 2017.
Barclays Limited Waivers
On Oct. 20, 2017, Reverse Mortgage Solutions, Inc., a wholly owned,
indirect subsidiary of WIMC, RMS REO BRC, LLC, a wholly owned
subsidiary of RMS, and WIMC entered into a limited waiver with
respect to that certain Amended and Restated Master Repurchase
Agreement, dated May 22, 2017, by and between the RMS Parties, as
sellers, and Barclays Bank PLC, as purchaser and agent.
Also on Oct. 20, 2017, Ditech Financial LLC, a wholly owned,
indirect subsidiary of WIMC, and WIMC entered into a limited
waiver, with respect to that certain Amended and Restated Master
Repurchase Agreement, dated as of April 23, 2015, by and between
Ditech, as seller, and Barclays, as purchaser and agent.
Pursuant to the applicable Barclays Waiver, Barclays has agreed
that, subject to certain conditions, there will be no default,
event of default, termination event, amortization event or similar
event under the Barclays-RMS Facility and the Barclays-Ditech
Facility, as applicable, and in each case certain other related
documents, arising from certain actions that WIMC may take in
connection with the Restructuring, including entering into the
RSAs, any actions taken by WIMC which are expressly required under
the RSAs, and other actions expressly specified in the Barclays
Waivers.
Pursuant to the applicable Barclays Waiver, the RMS Parties or
Ditech, as applicable, and in each case WIMC and Barclays, have
also agreed, subject to certain terms and conditions, that Barclays
will be given the opportunity to participate as a co-lender of the
contemplated financing in connection with the Restructuring, or
will be entitled to receive an agreed upon fee from WIMC, the RMS
Parties and/or Ditech, as applicable.
About Walter Investment
Walter Investment Management Corp. --
http://www.walterinvestment.com/-- is an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. The Company services a wide array of loans across the
credit spectrum for its own portfolio and for GSEs, government
agencies, third-party securitization trusts and other credit
owners. Through the consumer, correspondent and wholesale lending
channels, the Company originates and purchases residential mortgage
loans that are predominantly sold to GSEs and government agencies.
The Company also operates two supplementary businesses; asset
receivables management and real estate owned property management
and disposition. Based in Fort Washington, Pennsylvania, the
Company has approximately 4,500 employees and services a diverse
loan portfolio.
"The Company is facing certain challenges and uncertainties that
could have significant adverse effects on its business, liquidity
and financing activities," as disclosed in the Company's Form 10-Q
report for the period ended June 30, 2017. "The Company may be
adversely impacted by the following factors, among others: failure
to maintain sufficient liquidity to operate its servicing and
lending businesses due to the inability to renew, replace or extend
its advance financing or warehouse facilities on favorable terms,
or at all; failure to comply with covenants contained in its debt
agreements or obtain any necessary waivers or amendments; failure
to resolve its obligation with respect to the remaining mandatory
clean-up calls; and failure to successfully restructure its
corporate debt."
The Company reported a net loss of $833.9 million for the year
ended Dec. 31, 2016, a net loss of $263.2 million in 2015, and a
net loss of $110.3 million in 2014. As of June 30, 2017, Walter
Investment had $15.59 billion in total assets, $15.70 billion in
total liabilities and a total stockholders' deficit of $112.98
million.
Ernst & Young LLP, in Tampa, Florida, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that on July 31, 2017 the Company entered
into a Restructuring Support Agreement that provides for a
prepackaged plan of restructuring in the event the Company is
unsuccessful in otherwise restructuring its corporate debt. The
prepackaged plan would provide court relief under the provisions of
Chapter 11 of the Bankruptcy Code. These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
In July 2017, S&P Global Ratings lowered its long-term issuer
credit rating on Walter Investment Management Corp. to 'CCC-' from
'CCC'. The outlook is negative.
In August 2017, Moody's Investors Service downgraded Walter
Investment's corporate family rating to 'Caa3' from 'Caa2'. The
rating action follows the company's announcement that it has
entered into a restructuring support agreement with more than 50%
of senior term loan lenders.
WALTER INVESTMENT: Restructuring Support Pacts Get Required Support
-------------------------------------------------------------------
Walter Investment Management Corp. previously entered into (i) an
Amended and Restated Restructuring Support Agreement with lenders
holding, as of Oct. 20, 2017, more than 48% of the loans and
commitments outstanding under that certain Amended and Restated
Credit Agreement, dated as of Dec. 19, 2013, by and among the
Company, as the borrower, Credit Suisse AG, as administrative
agent, and the lenders party thereto, and (ii) a Restructuring
Support Agreement with senior unsecured noteholders holding, as of
Oct. 20, 2017, more than 50% of the 7.875% senior unsecured notes
outstanding due 2021 under that certain Indenture, dated as of Dec.
17, 2013, by and among the Company, the guarantors party thereto,
and Wilmington Savings Fund Society, FSB, a national banking
association as successor trustee.
Pursuant to the terms of the RSAs, the RSAs become effective once
holders of more than 66 2/3% in the aggregate of each of the Senior
Notes and Terms Loans outstanding become party to the applicable
RSA. As of Oct. 25, 2017, holders of approximately 89% of the Term
Loans are parties to the Term Loan RSA and approximately 71% of the
Senior Notes are parties to the Senior Noteholder RSA.
Accordingly, the Support Effective Date has occurred.
About Walter Investment
Walter Investment Management Corp. --
http://www.walterinvestment.com/-- is an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans. The Company services a wide array of loans across the
credit spectrum for its own portfolio and for GSEs, government
agencies, third-party securitization trusts and other credit
owners. Through the consumer, correspondent and wholesale lending
channels, the Company originates and purchases residential mortgage
loans that are predominantly sold to GSEs and government agencies.
The Company also operates two supplementary businesses; asset
receivables management and real estate owned property management
and disposition. Based in Fort Washington, Pennsylvania, the
Company has approximately 4,500 employees and services a diverse
loan portfolio.
"The Company is facing certain challenges and uncertainties that
could have significant adverse effects on its business, liquidity
and financing activities," as disclosed in the Company's Form 10-Q
report for the period ended June 30, 2017. "The Company may be
adversely impacted by the following factors, among others: failure
to maintain sufficient liquidity to operate its servicing and
lending businesses due to the inability to renew, replace or extend
its advance financing or warehouse facilities on favorable terms,
or at all; failure to comply with covenants contained in its debt
agreements or obtain any necessary waivers or amendments; failure
to resolve its obligation with respect to the remaining mandatory
clean-up calls; and failure to successfully restructure its
corporate debt."
The Company reported a net loss of $833.9 million for the year
ended Dec. 31, 2016, a net loss of $263.2 million in 2015, and a
net loss of $110.3 million in 2014. As of June 30, 2017, Walter
Investment had $15.59 billion in total assets, $15.70 billion in
total liabilities and a total stockholders' deficit of $112.98
million.
Ernst & Young LLP, in Tampa, Florida, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that on July 31, 2017 the Company entered
into a Restructuring Support Agreement that provides for a
prepackaged plan of restructuring in the event the Company is
unsuccessful in otherwise restructuring its corporate debt. The
prepackaged plan would provide court relief under the provisions of
Chapter 11 of the Bankruptcy Code. These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
In July 2017, S&P Global Ratings lowered its long-term issuer
credit rating on Walter Investment Management Corp. to 'CCC-' from
'CCC'. The outlook is negative.
In August 2017, Moody's Investors Service downgraded Walter
Investment's corporate family rating to 'Caa3' from 'Caa2'. The
rating action follows the company's announcement that it has
entered into a restructuring support agreement with more than 50%
of senior term loan lenders.
WB & M INC: Hires Brownstein & Associates as Bankruptcy Counsel
---------------------------------------------------------------
WB & M, Inc., d/b/a The Liquor Bank, seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
William H. Brownstein & Associates, P.C., as general bankruptcy
counsel to the Debtor.
WB & M, Inc. requires Brownstein & Associates to:
a. advise the Debtor regarding matters of bankruptcy law and
concerning the requirements of the Bankruptcy Code, and
Bankruptcy Rules relating to the administration of the
case, and the operation of the Debtor's estate as a
debtor-in-possession;
b. represent the Debtor in proceedings and hearings in the
court involving matters of bankruptcy law;
c. assist in compliance with the requirements of the Office of
the U.S. Trustee;
d. provide the Debtor legal advice and assistance with respect
to the Debtor's powers and duties in the continued
operation of the Debtor's business and management of
property of the estate;
e. assist the Debtor in the administration of the estate's
assets and liabilities;
f. prepare necessary applications, answers, motions, orders,
reports and other legal documents on behalf of the Debtor;
g. assist in the collection of all accounts receivable and
other claims that the Debtor may have and resolve claims
against the Debtor's estate;
h. provide advice, as counsel, concerning the claims of
secured and unsecured creditors, prosecution and defense of
all actions;
i. prepare, negotiate, prosecute and attain confirmation of a
plan of reorganization; and
j. assist with tax matters and matters pertaining to Debtor's
liquor license and the hours that it will be authorized to
operated for the continued sale of liquor and merchandise.
Brownstein & Associates will be paid at these hourly rates:
Attorneys $525
Paralegals $75-$150
Brownstein & Associates will be paid a retainer in the amount of
$5,000.
Brownstein & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
William H. Brownstein, partner of William H. Brownstein &
Associates, P.C., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Brownstein & Associates can be reached at:
William H. Brownstein, Esq.
WILLIAM H. BROWNSTEIN & ASSOCIATES, P.C.
11755 Wilshire Boulevard, Suite 1250
Los Angeles, CA 90025-1540
Tel: (310) 458-0048
About WB & M, Inc., d/b/a The Liquor Bank
Liquor Bank owns a liquor store in Los Angeles, California, selling
beer, champagne and liqueur. It is a small business debtor as
defined in 11 U.S.C. Section 101(51D).
WB & M, Inc., based in Los Angeles, CA, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 17-22092) on October 1, 2017. The Hon.
Deborah J. Saltzman presides over the case. William H. Brownstein,
Esq., at William H. Brownstein & Associates, P.C., serves as
bankruptcy counsel.
In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Steve Oh, attorney in fact for president.
WEST CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB-
--------------------------------------------------------
Egan-Jones Ratings Company, on August 18, 2017, raised the local
currency and foreign currency senior unsecured ratings on debt
issued by West Corp. to BB- from B+.
West Corporation is a publicly traded telecommunications services
provider based in Omaha, Nebraska.
WESTINGHOUSE ELECTRIC: Judge OKs Emergency Funding for Nuclear Biz
------------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that Westinghouse Electric Co. won court approval to send
millions of dollars in emergency funding to subsidiaries in Europe,
the Middle East and Africa.
According to the report, following a hearing at the U.S. Bankruptcy
Court in New York, which is overseeing Westinghouse's
multibillion-dollar chapter 11 case, Judge Michael Wiles approved
changes to the terms of an existing $800 million loan meant to help
Westinghouse stabilize its global business and hang on to
customers.
Westinghouse says parts of its global nuclear business that aren't
in chapter 11 are at risk of running out of cash and need money to
prop up their balance sheets or to take advantage of potentially
lucrative opportunities, the report related.
For example, Italian joint-venture Mangiarotti SpA would have been
forced to shut down by the end of the month without the new
financing, court papers say, the report further related. Owned by
a British Westinghouse affiliate and Toshiba Corp. , Mangiarotti
provides critical components for one of Westinghouse's largest
customers, the report said.
Another joint-venture in need of funding is Fluor Westinghouse
Liquid Waste Services LLC, a business that could be in line for a
multiyear, multibillion-dollar U.S. Energy Department contract to
clean up the Savannah River, the report added. If it wins the
contract, Fluor Westinghouse would need financing to get up and
running, and Westinghouse's share must come from the bankruptcy
loan, the company said, the report further related.
The bankruptcy court ruling frees up as much as $38 million for a
handful of affiliates most in need of fresh cash, the report noted.
A general bucket of money the company is allowed to use to support
affiliates that aren't part of the bankruptcy case will be
increased to $25 million from $10 million, the report said.
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb
ofnCranberry Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29,
2017. The petitions were signed by AlixPartners' Lisa J. Donahue,
chief transition and development officer.
The Debtors disclosed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; K&L Gates as special counsel; and KPMG
LLP as tax consultant and accounting and financial reporting
advisor.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Proskauer Rose LLP is
the committee's bankruptcy counsel, and Houlihan Lokey Capital,
Inc. serves as its investment banker.
The Board of Directors of Westinghouse appointed a special panel
called the U.S. AP1000 Committee to oversee the company's
activities related to certain AP1000 nuclear plants located in
Georgia and South Carolina.
WESTINGHOUSE ELECTRIC: Scana Urged to Shoulder Nuclear Project Cost
-------------------------------------------------------------------
Jonathan Randles, writing for The Wall Street Journal Pro
Bankruptcy, reported that South Carolina Gov. Henry McMaster is
calling on Scana Corp. to bear costs connected to its failed
nuclear project now subject to investigations by federal and state
authorities and investor lawsuits, as opposed to its customers.
According to the report, Gov. McMaster, in a letter to Scana Chief
Executive Kevin Marsh, called on the utility holding company to
halt collections of $37 million per month from ratepayers for the
V.C. Summer Nuclear Station in Jenkinsville, S.C., and use a
settlement with Toshiba Corp. to refund customers.
The letter is part of a push by South Carolina officials to shield
customers from having to pick up the tab for the canceled project,
which is caught up in the chapter 11 bankruptcy proceedings of
project contractor Westinghouse Electric Co., a Toshiba subsidiary,
the report related. South Carolina's utility regulator made a
similar request in September on behalf of ratepayers, the report
further related.
"I believe this is the right thing to do under these
circumstances," Gov. McMaster said in the letter, the report
related. "It is unreasonable and oppressive for Scana to require
its customers to bear the burden of actions and decisions in which
customers played no part and over which they had no control."
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29,
2017. The petitions were signed by AlixPartners' Lisa J. Donahue,
chief transition and development officer.
The Debtors disclosed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; K&L Gates as special counsel; and KPMG
LLP as tax consultant and accounting and financial reporting
advisor.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Proskauer Rose LLP is
the committee's bankruptcy counsel, and Houlihan Lokey Capital,
Inc. serves as its investment banker.
The Board of Directors of Westinghouse appointed a special panel
called the U.S. AP1000 Committee to oversee the company's
activities related to certain AP1000 nuclear plants located in
Georgia and South Carolina.
WORLD FINANCIAL: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Debtor: World Financial Group, Inc.
(in liquidation in British Virgin
Islands)
c/o Sequor Law, P.A.
1001 Brickell Bay Drive,
9th Floor
Miami, FL 33131
Tel: 305-372-8282
Debtor's
Registered
Office: Clarence Thomas Building
P.O. Box 4649
Road Town, Tortola
British Virgin Islands VG1110
Type of Business: Financial Industry
Foreign
Proceeding: Liquidation under Part VI of the British
Virgin Islands Insolvency Act 2003
Chapter 15 Petition Date: October 25, 2017
Chapter 15 Case No.: 17-22869
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Hon. Jay A. Cristol
Authorized Representatives: Paul Pretlove and Angela Barkhouse
Palm Grove House
P.O. Box 4571
Road Town, Tortola
British Virgin Islands, VG1110
Foreign
Representives'
Counsel: Gregory S Grossman, Esq.
SEQUOR LAW PA
1001 Brickell Bay Drive,
9th Floor
Miami, FL 33131
Tel: (305) 372-8282
E-mail: ggrossman@sequorlaw.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 petition is available for free
at: http://bankrupt.com/misc/flsb17-22869.pdf
XCELERATED LLC: Intends to File Chapter 11 Plan by January 29
-------------------------------------------------------------
Xcelerated, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Kentucky to extend the exclusive periods for the Debtor
to file a chapter 11 plan and to solicit acceptances of such plan
for a period of three months or to January 29 and March 26, 2018,
respectively.
The Debtor recounts that in the three and a half months since the
commencement of the Chapter 11 Case, the Debtor has, among other
things: (a) maintained and stabilized its business operations; and
(b) and moved for authority for a sale under section 363, which
identified Direct Performance Data, Inc. as the stalking horse
bidder.
Authenticom, Inc., 621 Holdings, Inc., f/k/a Xcelerated
Investments, Inc., and M1 Data and Analytics, LLC informally and/or
formally objected to the Initial Sale Motion. On July 13, 2017, at
the continued hearing on the Sale Motion, the Debtor's counsel
informed the Court that the Debtor was negotiating with these
objecting creditors and Direct Performance Data, Inc. in an attempt
to arrive at agreeable sales procedures terms.
The Debtor subsequently learned that Authenticom and 621 Holdings
had reached an agreement in principle to sell their claims against
the Debtor to M1 Data, which intended to use such claims to acquire
the Debtor's business as a going-concern. Consequently, on July 28,
2017, the Debtor thereafter filed its Motion seeking approval of
the sale to M1 Data. Unfortunately, the Debtor relates that the
deal for the sale of the claims of Authenticom and 621 Holdings to
M1 Data fell through on the eve of the August 2, 2017 hearing on
the M1 Data Sale Motion.
Since the deal and sale process fell through, the Debtor asserts
that it has continued to evaluate its prospects for reorganization
or an alternative sale process, and has continued to negotiate with
its creditors. The Debtor tells the Court that it has been in
ongoing discussions with creditors regarding potential options for
resolving the Chapter 11 Case.
The Debtor tells the Court that it intends to pursue a sale under
section 363 of the Bankruptcy Code. Although the Debtor has not yet
completed negotiations with creditors regarding a sale process,
chapter 11 plan, and the Debtor's exit-strategy from the Chapter 11
Case, the Debtor believes that it will reach a consensus with these
parties and that it will be able to propose a confirmable plan.
Absent the requested extension, the Exclusivity Periods are slated
to expire on October 27 and December 26, 2017, respectively.
Accordingly, the Debtor believes that a three-month extension of
both the Debtor's Exclusive Periods is necessary and warranted.
About Xcelerated LLC
Xcelerated, LLC -- http://www.xcelerated.com-- is a provider of
data hygiene and data enhancement services including Black Book,
Blue Book, C.A.R.S. and AutoVINdication.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Ky. Case No. 17-20886) on June 29, 2017. Pam
Lang, its managing member, signed the petition.
At the time of the filing, the Debtor disclosed it had estimated
assets of less than $1 million and liabilities of $1 million to $10
million.
Bingham Greenebaum Doll LLP is the Debtor's bankruptcy counsel.
The Hon. Gregory R. Schaaf presides over the case.
XPERI CORP: S&P Assigns 'BB-' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' corporate credit rating to
San Jose, Calif.-based Xperi Corp. while withdrawing its ratings on
Tessera Technologies, Inc. The outlook is stable.
S&P said, "At the same time, we affirmed our 'BB-' issue-level
rating on Xperi's $600 million senior secured term loan B. The '3'
recovery rating indicates our expectation of meaningful (50%-70%;
rounded estimate of 50%) recovery in the event of a payment
default.
"The rating on Xperi reflects our view of the company's volatile
operating history, reliance on litigation to generate revenues,
high customer concentration (with the top four customers
representing more than 40% of revenues), and leverage in the mid-3x
area. This is offset by the company's successful integration of the
DTS acquisition, strong free cash flow generation, and its
intention to put cash flow toward debt repayment. Xperi is
currently in litigation for intellectual property (IP) infringement
against Samsung and Broadcom. The company expects resolution on the
Broadcom litigation in early 2018. We view long-drawn litigation to
be negative for the rating.
"The stable outlook reflects Xperi's successful integration of the
stand-alone Tessera and DTS businesses, and our view that despite
ongoing litigation with Samsung and Broadcom, the company will
generate discretionary cash flow (free cash flow less dividends) of
around $100 million over the next 12 months.
"We could lower the rating on Xperi if the company's leverage is
sustained above the mid-3x area over the next 12 months, if there
is no resolution on ongoing litigation, or if we view future
profitability of the company to be weaker as a result of new
licensing deals.
"While unlikely over the near term given ongoing litigation, we
could consider an upgrade if favorable litigation outcome results
in improved liquidity and financial metrics, and if the company
uses its liquidity to pay down debt, such that leverage falls to
less than the 2x area."
YOSI SAMRA: Seeks to Hire Savvy Fare as New Accountant
------------------------------------------------------
Yosi Samra, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire Savvy Fare, LLC as its
new accountant.
The firm will, among other things, prepare the Debtor's financial
statements; assist in arranging new financing; provide general
strategic advice regarding its overall operations and
restructuring; and assist in developing a long-term business plan
for the Debtor and a plan for the payment of claims of its
creditors. The firm will replace Danziger & Company, the Debtor's
previous accountant.
Robert Castro, partner and managing member of Savvy, will charge an
hourly fee of $450 for accounting services provided. For
testimony, he will be paid at the rate of $650 per hour. His
typical fee for non-bankruptcy matters is $650 to $850 per hour.
Savvy has required a post-petition retainer in the sum of $5,000.
Mr. Castro disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
About Yosi Samra Inc.
Yosi Samra Inc. -- https://www.yosisamra.com/ -- sells designer
brand footwear for women and kids famous for its fold-up ballet
flats. Yosi Samra's runway-inspired styles have been featured in
Vogue, InStyle and Glamour Magazines and spotted on some of
fashion's most trend-setting celebrities, including Sarah Jessica
Parker, Anne Hathaway, and Halle Berry. The Yosi Samra brand is
available in more than 1,000 boutiques across the US and in 85
other countries, including 15 brand shops in Asia and The Middle
East.
Yosi Samra Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 17-12493) on Sept. 5, 2017, disclosing $1.5 million in assets,
and $6.28 million in liabilities as of Sept. 5, 2017. The petition
was signed by Larry Reines, its president.
Ballon Stoll Bader & Nadler P.C., in New York, serves as counsel to
the Debtor.
On September 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
ZETTA JET USA: Ch. 11 Trustee Hires DLA Piper as Counsel
--------------------------------------------------------
Jonathan D. King, the Chapter 11 Trustee of Zetta Jet USA, Inc.,
and its debtor-affiliates, seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ DLA Piper
LLP (US), as counsel to the Trustee.
The Trustee requires DLA Piper to:
(a) advise the Chapter 11 Trustee of his powers and duties
under chapter 11 of the Bankruptcy Code;
(b) prepare on behalf of the Chapter 11 Trustee all necessary
and appropriate applications, motions, proposed orders,
other pleadings, notices, schedules and other documents,
and reviewing all financial and other reports to be filed
in these Chapter 11 Cases;
(c) advise the Chapter 11 Trustee concerning and preparing
responses to, applications, motions, other pleadings,
notices and other papers that may be filed by other
parties in these Chapter 11 Cases;
(d) advise the Chapter 11 Trustee with respect to, and
assist in the negotiation and documentation of, aircraft
leases and financings, 1110 agreements and extensions,
vendor contracts, asset purchase agreements, financing
agreements and related transactions, labor relations and
tax matters;
(e) advise and assist the Chapter 11 Trustee regarding the
initiation of actions to collect and recover property for
the benefit of the Debtors' estates;
(f) advise and assist the Chapter 11 Trustee in connection
with any potential property dispositions;
(g) advise the Chapter 11 Trustee concerning executor
contract and unexpired lease assumptions, assignments and
rejections;
(h) advise the Chapter 11 Trustee in connection with the
formulation, negotiation and promulgation of a plan or
plans of reorganization, and related transactional
documents;
(i) assist the Debtors in reviewing, estimating and resolving
claims asserted against the Debtors' estates;
(j) assist the Chapter 11 Trustee with compliance with
applicable laws and governmental regulations;
(k) commence and conduct litigation necessary and appropriate
to assert rights held by the Chapter 11 Trustee, protect
assets of the Debtors' estates or otherwise further the
goal of completing a successful reorganization; and
(l) provide non-bankruptcy services for the Chapter 11 Trustee
to the extent requested by the Chapter 11 Trustee.
DLA Piper will be paid at these hourly rates:
Partners $930-$1,040
Of Counsels $805-$925
Associates $565-$575
Paralegals $335
DLA Piper will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the firm
provided the following in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes. Through January 31, 2018.
John K. Lyons, partner of DLA Piper LLP (US), 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.
DLA Piper can be reached at:
John K. Lyons, Esq.
DLA PIPER LLP (US)
444 West Lake Street, Suite 900
Chicago, IL 60606-0089
Tel: (312) 368-4000
Fax: (312) 236-7516
E-mail: john.lyons@dlapiper.com
About Zetta Jet USA, Inc.
Headquartered in Singapore, Zetta Jet claims to be the world's
first truly personalized private airline. Zetta Jet promises to
deliver the ultimate in bespoke luxury experiences to a discerning
clientele with its unique experience that combines the dedicated
Asian service philosophy with the flexibility and 'can-do' spirit
of the U.S., adorned with the glamour of Europe's enduring chic on
its Bombardier fleet with ultra-long range intercontinental
capabilities across the Pacific Rim.
Zetta Jet is a FAA-certificated air carrier and the first only part
135 operator authorized to conduct Polar flights, enabling Zetta
Jet to optimize routes without limitation. The Company has offices
both in Los Angeles and Singapore, and a network of sales and
support offices in New York, London, San Jose, Harbin and
Singapore.
Burbank, California-based Zetta Jet USA, Inc., and its Singapore-
based parent, Zetta Jet Pte. Ltd, filed voluntary bankruptcy
petitions under Chapter 11 of the U.S. Bankruptcy Code in Los
Angeles (Bankr. C.D. Cal. Case No. 17-21386 and 17-21387) on Sept.
15, 2017.
Zetta Jet PTE and Zetta Jet USA each estimated assets and debt of
$50 million to $100 million.
Levene, Neale, Bender, Yoo & Brill L.L.P, serves as counsel to the
Debtors.
Peter C. Anderson, U.S. Trustee for the Central District of
California, on Oct. 12 appointed three creditors to serve on the
official committee of unsecured creditors in the Chapter 11 cases
of Zetta Jet USA, Inc., and its debtor-affiliates. The Committee
hired Pachulski Stang Ziehl & Jones LLP, as counsel.
Jonathan D. King, the Chapter 11 Trustee of Zetta Jet USA, Inc.,
and its debtor-affiliates, hired DLA Piper LLP (US), as counsel,
Seabury Corporate Finance LLC and Seabury Securities LLC, as
financial advisor and investment banker.
ZETTA JET USA: Ch.11 Trustee Taps Seabury as Financial Advisor
--------------------------------------------------------------
Jonathan D. King, the Chapter 11 Trustee of Zetta Jet USA, Inc.,
and its debtor-affiliates, seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ Seabury
Corporate Finance LLC and Seabury Securities LLC, as financial
advisor and investment banker to the Trustee.
The Trustee requires Seabury to:
a. General Financial Advisory Services: Seabury will provide
services to provide strategic and tactical advice as
follows:
i. assist in the evaluation of the Debtors' businesses
and prospects;
ii. assist in the development of the Debtors' long-term
business plan and related financial projections;
iii. assist in the development of financial data and
presentations to the Chapter 11 Trustee, various
creditors and other third parties;
iv. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity; and
v. evaluate the Debtors' debt capacity and alternative
capital structures.
b. Restructuring Services: Seabury will provide the following
services with respect to the formulation and execution of a
Court-supervised reorganization:
i. analyze various restructuring scenarios on the value
of the Debtors and the recoveries of those
stakeholders impacted by the restructuring, and
provide testimony related thereto as necessary;
ii. provide strategic advice with regard to restructuring
or refinancing the Debtors' obligations;
iii. participate in negotiations among the Debtors and its
creditors, suppliers, lenders, lessors, customers and
other interested parties; and
iv. assist in such areas as court testimony on matters
that are within the scope of this engagement and
within Seabury's area of testimonial competencies.
c. Investment Banking Services:
i. assist the Debtors in evaluating or completing one or
more transactions that involve a sale of all or a
portion of the Company's operations (including the
assignment of any executory contracts) (an "M&A
Transaction") including, soliciting parties to such a
transaction, evaluating alternative transactions
(including assisting the Company in conducting and
supervising any due diligence processes with such
third parties), and structuring negotiating and
assisting in documenting one of more M&A Transactions.
Such services shall also include assisting the Company
in preparation of business plans, financial
projections, cash flow analyses, valuation analyses
and other pertinent work product for the Debtors and
its stakeholders to evaluate one or more M&A
Transactions.
ii. assist the Debtors in evaluating and pursuing (if
requested) the arranging of (i) debtor-in-possession
("DIP") financing; (ii)exit financing in connection
for emergence from Chapter 11 and (iii) debt
financing for completion of an M&A Transaction (each a
"Debt Transaction"); and iii. Communicate and
negotiate with outside constituents including any DIP
lenders and their advisors, any committees formed in
the case and their advisors as well as customers,
suppliers, vendors, aircraft lender/lessors and other
stakeholders, as appropriate.
d. Supplemental Services: Seabury will also provide additional
consulting services, including court testimony and
deposition preparation or testimony relating to litigation
(the "Other Consulting Services") as requested by the
Debtors from time to time on an hourly fee basis pursuant
to the hourly rate fee schedule on Schedule 1 to the
Engagement Agreement.
Seabury will be paid as follows:
a. Financial Advisory Monthly Fee: Seabury shall receive a
flat monthly fee as follows: (i) for the first month
commencing October 5, 2017 -- $300,000; (ii) for the second
month -- $200,000; (iii) for the third month -- $100,000;
and (iv) for the fourth month -- $50,000.
b. Financial Advisory Success Fee: Upon (i) confirmation of a
chapter 11 plan of reorganization through which the
Debtors' business is, or substantially of the Debtors'
assets are, reorganized or sold as a going concern, or (ii)
consummation of a sale of substantially all of the
Debtors' assets under 11 U.S.C. Sec. 363, the Chapter 11
Trustee shall direct the estates to pay Seabury a success
fee of $1.50 million.
c. Investment Banking Monthly Fee: Seabury shall receive a
flat fee of $100,000 per month. This fee shall be credited
against the Financial Advisory Success Fee commencing with
the fourth month of Seabury's retention.
d. Overall Compensation Cap: Notwithstanding the foregoing,
Seabury's compensation will be capped at $2.75 million for
the entirety of this engagement.
e. Reimbursement of Expenses: Seabury will be reimbursed for
out-of-pocket expenses including, but not limited to, costs
of travel, business meals, and messengers and overnight
couriers.
Michael B. Cox, managing director of Seabury Corporate Finance LLC
and Seabury Securities 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.
Seabury can be reached at:
Michael B. Cox
SEABURY CORPORATE FINANCE LLC
SEABURY SECURITIES LLC
1350 Avenue of Americas, 25th Floor
New York, NY 10019
Tel: (212) 284-1133
Fax: (212) 284-1144
About Zetta Jet USA, Inc.
Headquartered in Singapore, Zetta Jet claims to be the world's
first truly personalized private airline. Zetta Jet promises to
deliver the ultimate in bespoke luxury experiences to a discerning
clientele with its unique experience that combines the dedicated
Asian service philosophy with the flexibility and 'can-do' spirit
of the U.S., adorned with the glamour of Europe's enduring chic on
its Bombardier fleet with ultra-long range intercontinental
capabilities across the Pacific Rim.
Zetta Jet is a FAA-certificated air carrier and the first only part
135 operator authorized to conduct Polar flights, enabling Zetta
Jet to optimize routes without limitation. The Company has offices
both in Los Angeles and Singapore, and a network of sales and
support offices in New York, London, San Jose, Harbin and
Singapore.
Burbank, California-based Zetta Jet USA, Inc., and its Singapore-
based parent, Zetta Jet Pte. Ltd, filed voluntary bankruptcy
petitions under Chapter 11 of the U.S. Bankruptcy Code in Los
Angeles (Bankr. C.D. Cal. Case No. 17-21386 and 17-21387) on Sept.
15, 2017.
Zetta Jet PTE and Zetta Jet USA each estimated assets and debt of
$50 million to $100 million.
Levene, Neale, Bender, Yoo & Brill L.L.P, serves as counsel to the
Debtors.
Peter C. Anderson, U.S. Trustee for the Central District of
California, on Oct. 12 appointed three creditors to serve on the
official committee of unsecured creditors in the Chapter 11 cases
of Zetta Jet USA, Inc., and its debtor-affiliates. The Committee
hired Pachulski Stang Ziehl & Jones LLP, as counsel.
Jonathan D. King, the Chapter 11 Trustee of Zetta Jet USA, Inc.,
and its debtor-affiliates, hired DLA Piper LLP (US), as counsel;
and Seabury Corporate Finance LLC and Seabury Securities LLC, as
financial advisor and investment banker.
ZYNEX INC: Will Move Its Headquarters to Colorado
-------------------------------------------------
Zynex, Inc. expects to relocate its headquarters to the subleased
offices in January 2018, according to a Form 8-K report filed with
the Securities and Exchane Commission.
Zynex has entered into a sublease agreement with CSG Systems, Inc.
for approximately 42,840 square feet of office space at Two Maroon
Circle, located at 9555 Maroon Circle, Englewood, CO 80112. The
term of the Sublease runs through June 30, 2023, with an option to
extend the term for an additional two years through June 30, 2025.
During the first year of the Sublease, the rent per square foot is
$7.50, increasing to $19.75 during the second year of the Sublease
and each year thereafter for the Initial Term increasing by an
additional $1 per square foot. The Company is also obligated to
pay its proportionate share of building operating expenses. The
Sublandlord agreed to contribute approximately $219,000 toward
tenant improvements. The Company has an option to Sublease
additional space in the event the Sublandlord seeks to sublet
adjacent space in the building.
The Sublease is subject to customary lease terms and conditions,
including provisions relating to mandatory insurance and remedies
upon default.
About Zynex, Inc.
Zynex, Inc. (OTCQB: ZYXI) specializes in the production and sale of
non-invasive medical devices for pain management, stroke
rehabilitation, neuro-diagnostic equipment, cardiac and blood
volume monitoring. The company maintains its headquarters in Lone
Tree, Colorado.
Zynex Inc reported net income of $69,000 on $13.31 million of net
revenue for the year ended Dec. 31, 2016, following a net loss of
$2.93 million on $11.64 million of net revenue in 2015. As of June
30, 2017, Zynex had $3.52 million in total assets, $5.17 million in
total liabilities and a total stockholders' deficit of $1.65
million.
EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, noting that the Company is operating under
forbearance arrangements with respect to its credit agreement and
has been unable to secure adequate alternative financing. In
addition, the Company has suffered recurring operating losses, has
a net capital deficiency, and its need for additional capital raise
substantial doubt about its ability to continue as a going concern.
[*] A.M. Best Puts US Insurers' Ratings on Review
-------------------------------------------------
A.M. Best has placed a number of Credit Ratings (ratings) under
review following the release of the updated Best's Credit Rating
Methodology (BCRM). The BCRM is a reorganization of the global
credit rating methodology for (re)insurance companies. A.M. Best
will continue to assess the companies under the updated BCRM, and
will complete any corresponding rating updates in the near term.
The Financial Strength Ratings and Long-Term Issuer Credit Ratings
have been placed under review with positive implications for these
companies:
Allstate Corp. Companies:
Allstate Assurance Company
Allstate County Mutual Insurance Company
Allstate Fire & Casualty Insurance Company
American Heritage Life Insurance Company
Allstate Indemnity Company
Allstate Insurance Company
Allstate Life Insurance Company
Allstate Life Insurance Company of New York
Allstate North American Insurance Company
Allstate Northbrook Indemnity Company
Allstate Property and Casualty Insurance Company
Allstate Texas Lloyd’s
Allstate Vehicle and Property Insurance Company
Encompass Home and Auto Insurance Company
Encompass Indemnity Company
Encompass Independent Insurance Company
Encompass Insurance Company of America
Encompass Insurance Company of Massachusetts
Encompass Insurance Company
Encompass Property and Casualty Company
Esurance Insurance Company
Esurance Property and Casualty Insurance Company
North Light Specialty Insurance Company
The Allstate Corporation*
American Family Companies:
American Family Insurance Company
American Family Life Insurance Company
American Family Mutual Insurance Company, S.I.
American Standard Insurance Company of Ohio
American Standard Insurance Company of Wisconsin
The General Automobile Insurance Company, Inc.
Homesite Indemnity Company
Homesite Insurance Company of California
Homesite Insurance Company of Florida
Homesite Insurance Company of Georgia
Homesite Insurance Company of Illinois
Homesite Insurance Company of New York
Homesite Insurance Company of the Midwest
Homesite Insurance Company
Homesite Lloyd's of Texas
Midvale Indemnity Company
Permanent General Assurance Corporation of Ohio
Permanent General Assurance Corporation
Other Companies:
California Casualty Compensation Insurance Company
Eastern Dentists Insurance Company (A Dental Society Risk
Retention Group)
Great Plains Casualty, Inc
*This company is a holding company; therefore, it does not have a
Financial Strength Rating. The Long- and Short-Term Issue Credit
Ratings for this company also have been placed under review with
positive implications.
The Financial Strength Ratings and Long-Term Issuer Credit Ratings
have been placed under review with negative implications for the
following companies:
Amica Mutual Companies:
Amica Mutual Insurance Company
Amica Property & Casualty Insurance Company
Andover Companies:
Bay State Insurance Company
Cambridge Mutual Fire Insurance Company
Merrimack Mutual Fire Insurance Company
EmblemHealth Companies:
ConnectiCare, Inc.
Group Health Incorporated
Health Insurance Plan of Greater New York
HIP Insurance Company of New York
Farm Bureau of Idaho Companies:
Farm Bureau Mutual Insurance Company of Idaho
Western Community Insurance Company
NYCM Companies:
A. Central Insurance Company
New York Central Mutual Fire Insurance Company
Philadelphia Contributionship Companies:
Germantown Insurance Company
The Philadelphia Contributionship for the Insurance of Houses
from Loss by Fire, Inc.
Philadelphia Contributionship Insurance Company
Other Companies:
American Fidelity Life Insurance Company
AvMed, Inc.
Baltimore Equitable Society
Knights of Columbus
Multinational Insurance Company
Mutual Assurance Society of Virginia
Otsego Mutual Fire Insurance Company
Specialty Risk of America
Trans World Assurance Company
Triple-S Propiedad, Inc.
West Virginia Mutual Insurance Company
[^] BOND PRICING: For the Week from October 23 to 27, 2017
----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Alpha Appalachia
Holdings Inc ANR 3.25 2.048 8/1/2015
American Eagle Energy Corp AMZG 11 1.25 9/1/2019
Amyris Inc AMRS 9.5 64.737 4/15/2019
Amyris Inc AMRS 6.5 63.204 5/15/2019
Appvion Inc APPPAP 9 37 6/1/2020
Appvion Inc APPPAP 9 36.625 6/1/2020
Armstrong Energy Inc ARMS 11.75 13.5 12/15/2019
Armstrong Energy Inc ARMS 11.75 13.5 12/15/2019
Avaya Inc AVYA 10.5 6.25 3/1/2021
Avaya Inc AVYA 10.5 5.75 3/1/2021
BPZ Resources Inc BPZR 6.5 3.017 3/1/2015
BPZ Resources Inc BPZR 6.5 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8 33.913 6/15/2021
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.875 3 4/15/2022
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 4 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 3.036 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 3.036 10/15/2020
Buffalo Thunder
Development Authority BUFLO 11 40 12/9/2022
Cenveo Corp CVO 8.5 21.641 9/15/2022
Cenveo Corp CVO 8.5 21.641 9/15/2022
Chassix Holdings Inc CHASSX 10 8 12/15/2018
Chassix Holdings Inc CHASSX 10 8 12/15/2018
Chukchansi Economic
Development Authority CHUKCH 9.75 54 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 9.75 48.625 5/30/2020
Cinedigm Corp CIDM 5.5 35 4/15/2035
Claire's Stores Inc CLE 8.875 22 3/15/2019
Claire's Stores Inc CLE 9 61.105 3/15/2019
Claire's Stores Inc CLE 7.75 11.125 6/1/2020
Claire's Stores Inc CLE 9 60.632 3/15/2019
Claire's Stores Inc CLE 9 59.962 3/15/2019
Claire's Stores Inc CLE 7.75 11.125 6/1/2020
Cobalt International
Energy Inc CIE 3.125 13.75 5/15/2024
Cobalt International
Energy Inc CIE 2.625 14.875 12/1/2019
Compiler Finance Sub Inc COMPCO 7 101.694 5/1/2021
Compiler Finance Sub Inc COMPCO 7 102.717 5/1/2021
Cumulus Media Holdings Inc CMLS 7.75 30.578 5/1/2019
Denbury Resources Inc DNR 7.25 58 12/1/2017
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8 40.564 4/15/2019
EXCO Resources Inc XCO 7.5 27.375 9/15/2018
EXCO Resources Inc XCO 8.5 19.758 4/15/2022
Emergent Capital Inc EMGC 8.5 51.414 2/15/2019
Energy Conversion
Devices Inc ENER 3 7.875 6/15/2013
Energy Future Holdings Corp TXU 6.55 14.875 11/15/2034
Energy Future Holdings Corp TXU 5.55 14.625 11/15/2014
Energy Future Holdings Corp TXU 6.5 14.625 11/15/2024
Energy Future Holdings Corp TXU 9.75 29.25 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.25 35.75 12/1/2018
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 9.75 35.75 10/15/2019
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 11.25 35.875 12/1/2018
FGI Operating Co LLC /
FGI Finance Inc GUN 7.875 51.221 5/1/2020
Fleetwood Enterprises Inc FLTW 14 3.557 12/15/2011
Ford Motor Credit Co LLC F 1.8 99.589 5/20/2018
GenOn Energy Inc GENONE 9.5 71 10/15/2018
GenOn Energy Inc GENONE 9.5 70.875 10/15/2018
GenOn Energy Inc GENONE 9.5 70.875 10/15/2018
Gibson Brands Inc GIBSON 8.875 80.8 8/1/2018
Global Brokerage Inc GLBR 2.25 48.647 6/15/2018
Gulfmark Offshore Inc GLFM 6.375 19.875 3/15/2022
Homer City Generation LP HOMCTY 8.137 38.75 10/1/2019
Illinois Power
Generating Co DYN 7 33.75 4/15/2018
Illinois Power
Generating Co DYN 6.3 33.75 4/1/2020
Interactive Network
Inc / FriendFinder
Networks Inc FFNT 14 76.282 12/20/2018
IronGate Energy
Services LLC IRONGT 11 35 7/1/2018
IronGate Energy
Services LLC IRONGT 11 35 7/1/2018
IronGate Energy
Services LLC IRONGT 11 35 7/1/2018
IronGate Energy
Services LLC IRONGT 11 35 7/1/2018
Jack Cooper Holdings Corp JKCOOP 9.25 52.75 6/1/2020
Las Vegas Monorail Co LASVMC 5.5 2.5 7/15/2019
Lehman Brothers
Holdings Inc LEH 2 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 4 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 5 3.326 2/7/2009
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.5 3.326 3/29/2013
Lehman Brothers
Holdings Inc LEH 2.07 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.6 3.326 11/5/2011
Lehman Brothers Inc LEH 7.5 1.226 8/1/2026
MF Global Holdings Ltd MF 3.375 28.25 8/1/2018
MModal Inc MODL 10.75 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.35 18.25 7/1/2026
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 1.466 10/1/2020
Nine West Holdings Inc JNY 6.125 14.303 11/15/2034
Nine West Holdings Inc JNY 6.875 15.75 3/15/2019
Nine West Holdings Inc JNY 8.25 18.5 3/15/2019
Nine West Holdings Inc JNY 8.25 16.25 3/15/2019
Nortel Networks
Capital Corp NT 7.875 3.566 6/15/2026
OMX Timber Finance
Investments II LLC OMX 5.54 9.85 1/29/2020
Orexigen Therapeutics Inc OREX 2.75 40 12/1/2020
Powerwave Technologies Inc PWAV 2.75 0.435 7/15/2041
Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027
Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024
Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027
Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.25 48.25 10/1/2018
Renco Metals Inc RENCO 11.5 24.75 7/1/2003
Rolta LLC RLTAIN 10.75 24.55 5/16/2018
SAExploration Holdings Inc SAEX 10 66.75 7/15/2019
SandRidge Energy Inc SD 7.5 2.081 2/15/2023
Staples Inc SPLS 6.375 116.623 1/12/2023
SunEdison Inc SUNE 0.25 2 1/15/2020
SunEdison Inc SUNE 2.375 2.25 4/15/2022
SunEdison Inc SUNE 2.75 2.104 1/1/2021
SunEdison Inc SUNE 2.625 2 6/1/2023
SunEdison Inc SUNE 5 10 7/2/2018
SunEdison Inc SUNE 3.375 2.25 6/1/2025
TMST Inc THMR 8 19.5 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 66.375 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 66.375 2/15/2018
TerraVia Holdings Inc TVIA 5 42.5 10/1/2019
TerraVia Holdings Inc TVIA 6 42.5 2/1/2018
Toys R Us - Delaware Inc TOY 8.75 37.172 9/1/2021
Toys R Us Inc TOY 7.375 42.299 10/15/2018
UCI International LLC UCII 8.625 4.306 2/15/2019
Vanguard Operating LLC VNR 8.375 17.375 6/1/2019
Walter Energy Inc WLTG 9.5 0.277 10/15/2019
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.5 0.277 10/15/2019
Walter Energy Inc WLTG 8.5 0.834 4/15/2021
Walter Energy Inc WLTG 9.5 0.277 10/15/2019
Walter Energy Inc WLTG 9.5 0.277 10/15/2019
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Investment
Management Corp WAC 4.5 11 11/1/2019
iHeartCommunications Inc IHRT 10 60.576 1/15/2018
iHeartCommunications Inc IHRT 6.875 52.772 6/15/2018
rue21 inc RUE 9 0.308 10/15/2021
rue21 inc RUE 9 0.308 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
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