/raid1/www/Hosts/bankrupt/TCR_Public/171106.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, November 6, 2017, Vol. 21, No. 309
Headlines
1168 LIBERTY: Has Final OK to Use Cash Collateral Through Dec. 31
488-486 LEFFERTS: Court Approves Disclosure Statement
72 FASHION: May Use Cash Collateral Through Dec. 31
ACI CONCRETE: Taps GlassRatner Advisory as Consultant
ACI CONCRETE: U.S. Trustee Forms 2-Member Committee
AIR PHOTOGRAPHICS: Sanborn Buying Piper Navajo PA-31 for $100K
ALLY FINANCIAL: Posts $282 Million Net Income in Third Quarter
AMERICAN MIDSTREAM: Moody's Puts B2 CFR Under Review for Downgrade
ANITA LAL: Sets Bid Procedures for Interest in Manassas Property
APPALACHIAN LIGHTING: Case Summary & 20 Top Unsecured Creditors
ARMSTRONG ENERGY: Hires Armstrong Teasdale as Co-Counsel
ARMSTRONG ENERGY: Hires Boyko of FTI Consulting as CRO
ARMSTRONG ENERGY: Hires Kirkland & Ellis as Attorney
ARMSTRONG ENERGY: Hires MAEVA Group as Financial Advisor
ARMSTRONG ENERGY: Taps Donlin Recano as Claims and Noticing Agent
ATD CAPITOL: Hires Shraiberg Landau as General Bankruptcy Counsel
ATIF INC: Committee Taps Bast Amron as Special Counsel
AVANT DIAGNOSTICS: Recurring Losses Raises Going Concern Doubt
AVAYA INC: Fitch Assigns 'B' IDR Under Reorganization Plan
B E R PRECISION: Dec. 4 Evidentiary Hearing on Plan and Disclosures
B N EMPIRE: Has Court's Final Nod to Use Cash Collateral
B N EMPIRE: Hires Punwani as Accountant
BAY THREE: Taps Bielat Santore as Auctioneer
BEAULIEU GROUP: Sale of All Assets of EFL and PSH for $90M Approved
BENNU TITAN: Trustee's Sale of All Assets to Statoil for $100M OK'd
BESTWALL LLC: Case Summary & 25 Asbestos Claimants Law Firms
BESTWALL LLC: Put by Koch in Chapter 11 Due to Asbestos Claims
BESTWALL LLC: Seeks to Protect Non-Debtors from Asbestos Suits
BILL BARRETT: Reports Net Loss of $28.8 Million for 3rd Quarter
BLUE BEE: May Use Cash Collateral Through Jan. 20, 2018
BOONEX INC: Hires Guerra & Smeberg as Bankruptcy Counsel
BRAMHOPE ENTERPRISES: Taps Grossbart Portney as Chapter 11 Counsel
CALATLANTIC GROUP: Fitch Puts BB Ratings on Watch Positive
CANNABIS SCIENCE: Files First Amendment to Hemp Harvest Raid Suit
CANYON CONSOLIDATED: S&P Assigns 'B-' CCR, Outlook Stable
CANYON RESOURCE: Moody's Assigns B3 Rating to New Sr. Sec. Notes
CARTER TABERNACLE: May Use Cash Collateral Until Dec. 7
CASTEX ENERGY: Taps Alvarez & Marsal as Financial Advisor
CASTEX ENERGY: Taps Evercore Group as Investment Banker
CAVALIER REAL ESTATE: Disclosure Statement Hearing Set for Dec. 5
CHAMPION EXCAVATION: Dec. 6 Plan Confirmation Hearing
CHICAGO BOARD OF EDUCATION: S&P Alters Ratings Outlook to Stable
CHICAGO CENTRAL: Hires D.R. Payne as Financial Advisor
CIRCLE MEDIA: Hires Koley Jessen as Bankruptcy Counsel
CLIMATE CONTROL: Disclosure Statement Hearing Set for Jan. 2
CLINE GRAIN: Family Members Buying Vehicles for $57K
CLINE GRAIN: Shareholders' Sons Buying Equipment for $38K
CLINE GRAIN: Sons Buying Farm Equipment for $83K
COLUMBUS EXPLORATION: Receiver to Sell Rare Coins & Gold Bullion
COMSTOCK MINING: Incurs $2.5 Million Net Loss in Third Quarter
CONSOL ENERGY: Moody's Affirms B1 Corporate Family Rating
CORNBREAD VENTURES: Taps Perkins Coie as Bankruptcy Counsel
CT CARE LLC: Seeks Authorization to Use Cash Collateral
CUMULUS MEDIA: Amends 'Change in Control' Pacts with Executives
DASAN ZHONE SOLUTIONS: PwC LLP Raises Going Concern Doubt
DECATUR ATHLETIC: New Plan Raises WEFI's Monthly Payment to $1,415
DIOCESE OF NEW ULM: Schultzes Buying New Ulm Property for $42K
DOUBLE EAGLE: Hires Colvin Smith as Special Counsel
DYNAMIC AIRWAYS: Lines Up New Loan, Prepares Chapter 11 Plan
ECM GROUP: Hires Noble Law Firm as Bankruptcy Counsel
ENCLAVE BUSINESS: Case Summary & 4 Unsecured Creditors
ENGY GROUP: May Obtain Up to $350,000 Financing
ENTEGRIS INC: Moody's Assigns Ba3 Rating to New Sr. Unsec. Notes
ENTEGRIS INC: S&P Rates Proposed Senior Unsecured Notes 'BB-'
FEDERAL BUSINESS: Unsecs. To Be Paid Through Fairfax Property Sale
FIELDPOINT PETROLEUM: Stockholders Elect Five Directors
FINJAN HOLDINGS: Will Host its Q3 Shareholder Update on Nov. 9
FISHERMAN'S PIER: Wants to Use Cash for Operations in November
FORTRESS INVESTMENT: Fitch Affirms BB+ IDR; Outlook Stable
FREDDIE MAC: Reports Net Income of $4.7 Billion for Third Quarter
FREEDOM MORTGAGE: S&P Lowers Issuer Credit Rating to 'B-'
FRESH ICE CREAM: Plan Outline Okayed, Plan Hearing on Dec. 12
FT CARE LLC: Needs Access to Cash Collateral Through Dec. 30
FYNDERS INC: May Use Cash Collateral Until Jan. 12, 2018
GAINESVILLE HOSPITAL: Moody's Affirms Ba1 Issuer Rating
GLOBAL EAGLE: Moody's Withdraws B2 Corporate Family Rating
GORDMANS STORES: Court Okays Disclosures, Confirms Plan
GREATER HARVEST: Housing Authority Buying Reno Parcels for $449K
GULFCOAST SURGERY: Case Summary & 19 Largest Unsecured Creditors
HALCON RESOURCES: S&P Lowers Senior Unsecured Debt Rating to CCC+
HALYARD HEALTH: Moody's Puts Ba3 CFR on Review for Downgrade
HEART AND VASCULAR: Hires Richoux Law Firm as Attorney
HELIOS AND MATHESON: Stockholders Elect Five Directors
HINTO ENERGY: Hires Buechler & Garber as Counsel
HJR LLC: Hires Hau & Associates as Accountant
HOPE COMMUNITY: S&P Cuts 2 Tranches of 2015 School Bonds to 'BB'
HUMANIGEN INC: In Talks with Lenders
JASPER VENTURES: Hires Chung & Press as Bankruptcy Counsel
JC PENNEY: S&P Alters Outlook to Negative on Weak Performance
JT CARE LLC: Wants Permission to Use Cash Collateral
KT CARE: Wants Authority to Use Cash Collateral Through Dec. 30
LAKE NAOMI REAL ESTATE: DOL Sec. Wants Plan, Disclosures Amended
LAST FRONTIER: To Pay Budtime Secured Claim Before Dec. 4
LENNAR CORP: Fitch Affirms 'BB+' IDR Amid Merger Announcement
LIL ROCK: Has Court's Final Approval to Use Cash Collateral
LOMBARD PUBLIC: Seeks to Expand Scope of Klein Thorpe Services
LSB INDUSTRIES: Incurs $24.7 Million Net Loss in Third Quarter
M & G POLYMERS: Seeks Permission to Use Comerica Cash Collateral
M&G CHEMICAL: Proposes $100M in Financing From Control Empresarial
MACAVITY COMPANY: Dec. 12 Disclosure Statement Hearing
MARGARET ANNA: Plan Confirmation Hearing Set for Dec. 12
MARYWOOD UNIVERSITY: S&P Revises Outlook on Debt Rating to Stable
MAYFAIR-HAWAII: Receiver Wants to Obtain Financing From Fannie Mae
MCCLATCHY CO: Chatham Asset Owns 15.5% of Class A Shares
MD2U MANAGEMENT: Taps Compliance Concepts to Conduct Audit
MD2U MANAGEMENT: Taps Deming Malone as Accountant
MESOBLAST LIMITED: Cephalon Inc. Owns 5% Shares as of Oct. 24
MIDWAY GOLD: MDW Pan Unsecured Claimants to Recoup Up to 3%
MISSION RECREATION: Case Summary & 10 Unsecured Creditors
MOSADI LLC: Hires Buddy D. Ford as Bankruptcy Counsel
MPM HOLDINGS: Applies to List Its Common Stock on NYSE
MPM HOLDINGS: Incurs $8 Million Net Loss in Third Quarter
NEXION HEALTH: Hires Kane Russell Coleman Logan as Counsel
OCH-ZIFF CAPITAL: Fitch Affirms 'BB-' IDR, Outlook Negative
ODEBRECHT OLEO: Chapter 15 Case Summary
ONCOBIOLOGICS INC: All Three Proposals Approved at Annual Meeting
ONCOBIOLOGICS INC: Closes Partnership Deal With GMS Tenshi
ONCOBIOLOGICS INC: Two Directors Resign from Board
PENN AIR NOTCH: Morris Buying Caterpillar D5N Bulldozer for $45K
PENNSYLVANIA EDFA: S&P Alters 2013A Parking Bonds Outlook to Stable
PETER RES: Sale of Old Tappan Property to Abuhadba for $925K Okayed
PHOENICIAN MEDICAL: Hires Homesmart as Real Estate Broker
PIN OAK: Plan Exclusivity Periods Extended for Four Months
PREMIERE GLOBAL: S&P Alters Outlook to Negative & Affirms 'B' CCR
PRETTY GIRL: May Use Cash Collateral Through Dec. 31
PRODUCTION PATTERN: Taps Holland & Hart as Special Counsel
PUERTO RICO: Candlewood, Fir Tree Hold $716-Mil. of GO Bonds
PUERTO RICO: Kobre & Kim Files First Interim Report
QUADRANT 4: Court Moved Plan Proposal Period to January 25
RACKSPACE HOSTING: Fitch Maintains 'BB+' Rating on Term Loan B
RACKSPACE HOSTING: Moody's Confirms B1 CFR; Outlook Negative
RACKSPACE HOSTING: S&P Lowers CCR to 'B+', Off Watch Negative
REGIS GALERIE: Dec. 6 Disclosure Statement Hearing Date
RESCUE ONE: First Amended Chapter 11 Plan Confirmed
RMS TITANIC: Seeks Approval to Expand Scope of CRI Services
RONALD REAGAN ACADEMY: S&P Lowers 2016 School Bonds to BB
ROYAL HOLDINGS: S&P Hikes CCR to BB+ Then Withdraws Rating
RUBY TUESDAY: Defers Annual Meeting Pending Merger Approval
SAGE AUTOMOTIVE: S&P Affirms 'B' CCR on $85MM Term Loan Add-On
SCOTT TERRAZZANO: Sale of Jacksonville Homestead for $730K Approved
SEA ISLAND: Sale of Trust's Interest in Turk Property Approved
SEADRILL LIMITED: Committee Hires Zuill & Co as Bermuda Counsel
SEADRILL LIMITED: Committee Taps Quinn Emanuel as English Counsel
SEADRILL LIMITED: Panel Taps Advokatfirmaet as Norwegian Counsel
SEADRILL LIMITED: Panel Taps Perella as Investment Banker
SEATEQ CORPORATION: Unsecureds to be Paid 5% Under Exit Plan
SHORT BARK: SSG Acted as Adviser in Point Blank Asset Sale
SOUTHCROSS HOLDINGS: S&P Puts 'CCC+' CCR on CreditWatch Positive
SPECTRUM HEALTHCARE: Can Continue Using Cash on Interim Basis
SPECTRUM HEALTHCARE: New Plan Discloses MidCap's $1.2MM Overadvance
STATE TECHNOLOGY: Allowed to Use Cash Collateral on Interim Basis
STERLING MID-HOLDINGS: S&P Lowers ICR to 'CC' on Cash Tender Offer
SUBDIVISION OF SILVER: Secured Creditor Tries to Block Plan OK
SUNVALLEY SOLAR: Wins $4.86M Judgment in Product Liability Suit
SV CARE: Needs Access to Cash to Defray Expenses Until Dec. 30
TERRAVIA HOLDINGS: Examiner Hires Bielli & Klauder as Counsel
TEXAS FLUORESCENCE: Has Court's Nod to Borrow From Francisco Conti
TN CARE: Needs Access to Cash Collateral Through End of 2017
TOP TIER SITE: Case Summary & 20 Largest Unsecured Creditors
TOYS "R" US: Curtis Mallet-Prevost Tapped as Conflicts Counsel
TOYS "R" US: Giraffe Taps Shaw Fishman as Conflicts Counsel
TOYS "R" US: Seeks to Hire Ernst & Young as Auditor
TOYS "R" US: Taps KPMG as Tax Consultant & Internal Audit Advisor
TOYS "R" US: Taps Ronald Page as Virginia Counsel
TOYS "R" US: TRU Taj Seeks to Hire Dabney as Co-Counsel
TOYS R US: TRU Taj Taps Proskauer Rose as Conflicts Counsel
TOYS R US: Wayne RE Taps Klehr Harrison as Counsel for Managers
TRINITY RIVER: To Distribute Assets to Creditors Under Plan
UNDER ARMOUR: S&P Lowers CCR to 'BB' on Weak Operating Performance
UNILIFE CORP: Equity Interest Holders to Get Nothing in Latest Plan
UPPER PADRE: Hires Ray Battaglia as Special Counsel
UTZ QUALITY: S&P Assigns 'B' CCR, Outlook Stable
VASARI LLC: Hires TAGeX Sales as Auctioneer
VASARI LLC: Hires TAGeX to Market, Auction & Sale DQ FF&E
VASARI LLC: Nov. 9 Meeting Set to Form Creditors' Panel
VERDUGO ENTERPRISES: Court Grants Creditors' Bid for Ch. 11 Trustee
WALKER RENAISSANCE: Authorized to Use Synovus Cash on Final Basis
WCT CARE: Seeks Authorization to Use MidCap Cash Collateral
WESTINGHOUSE ELECTRIC: Committee Taps NES as Consultant
WESTMORELAND COAL: Reports $19.3M Net Loss for Third Quarter
WI-JON INC: Hires John Rea Realty as Real Estate Broker
WORCESTER RE: May Use Cash Collateral Until Jan. 31, 2018
Y&K SUN: DOJ Watchdog Asks Court to Approve J.A. Weinman as Trustee
[*] JND Named No. 1 2017 Best of Legal Times Claims Administrator
[*] Moody's: US Speculative-grade Default Rate Dips Further in Q3
[*] Summit Buys Failed Louisiana Bank's $489M C&I Debt from FDIC
[^] BOND PRICING: For the Week from Oct. 30 to Nov. 3, 2017
*********
1168 LIBERTY: Has Final OK to Use Cash Collateral Through Dec. 31
-----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York has entered a final order authorizing 1168
Liberty Corp. to use cash collateral.
As reported by the Troubled Company Reporter on June 22, 2017, the
Debtor filed a motion seeking court permission to use cash
collateral from JPMorgan Chase Bank, NA, and the City of New York.
Unless there is a default under the terms of the final court order,
the Debtor is authorized to continue to use cash collateral through
Dec. 31, 2017, or until at a later time as to which Chase and the
City may consent in writing or the Court may permit, subject to the
terms and conditions set forth in the final court order.
The Debtor may use cash collateral to pay the expenses incurred by
the Debtor in the ordinary course of its business and in connection
with the Chapter 11 case, as provided in the three-month budget for
the period ending Dec. 31, 2017.
As adequate protection for the Debtor's use of cash collateral:
i. Chase is granted a valid, perfected, and enforceable
first-priority postpetition lien on and security interest in all of
the assets of the Debtor, as debtor-in-possession, of the same type
and nature as constituted the prepetition collateral (but excluding
avoidance actions arising under Chapter 5 of the U.S. Bankruptcy
Code). The senior replacement lien will be subject to all other
validly and properly perfected prepetition liens and security
interests in favor of third parties that were senior to and had
priority over Chase's security interest and lien as of the Petition
Date, and it will be senior to the junior replacement lien. The
senior replacement lien will be subordinate to (a) the fees payable
to the Office of the U.S. Trustee, plus applicable interest on any
fees, and (b) the administrative expenses, not to exceed $10,000,
of a trustee in a superseding case under Chapter 7 of the
Bankruptcy Code; and
ii. the City is granted a valid, perfected, and enforceable
junior postpetition lien on and security interest in the
postpetition collateral. The junior replacement lien will be
subordinate to the senior replacement lien.
In addition, the Debtor will make a monthly adequate protection
payment to Chase in the amount of $1,500 per month. The first
payment will be made upon the date of the entry of the final court
order, with successive payments being made so as to be received by
Chase on or before the first business day of each successive month
during the term of the final court order.
To the extent the replacement liens and other relief granted to
Chase and the City in the final court order do not provide Chase
and the City with adequate protection of their interests in the
cash collateral, Chase and the City will each have a super-priority
administrative expense claim under Section 507(b) of the Bankruptcy
Code; provided, however that the super-priority claim of Chase will
be senior in priority to the super-priority claim of the City. The
super-priority claims will have priority over all administrative
expenses incurred in the Debtor's case that are allowable under
Section 507(a)(2) of the Bankruptcy Code, except as otherwise
provided herein.
The super-priority claims will be subordinate only to (a) the fees
payable to the Office of the U.S. Trustee plus applicable interest
on any fees, and (b) the administrative expenses, not to exceed
$10,000, of a trustee in a superseding case under Chapter 7 of the
Bankruptcy Code.
Notwithstanding any provisions to the contrary, the Debtor's
authority to continue to use cash collateral will be immediately
and automatically revoked in the event of the earliest to occur of
any of the following, each of which will be deemed a termination
event:
i. entry of any court order dismissing the within proceeding
or converting the within proceeding to one under Chapter 7 of the
Bankruptcy Code;
ii. entry of an order authorizing the appointment of a Chapter
11 trustee, or an examiner with expanded powers;
iii. entry of a court order (other than the final court order on
the cash collateral use) modifying or vacating the automatic stay
in favor of Chase and/or the City;
iv. the Debtor's failure to comply with the budget, allowing
for the per line item variance of 5% provided for in the final
court order; and/or
v. any violation of the final court order and the continued
failure by the Debtor to cure after five business days' notice.
A copy of the Order is available at:
http://bankrupt.com/misc/nysb17-11602-61.pdf
About Pretty Girl
Headquartered in New York, New York, Pretty Girl of Fordham Road
Corp., 72 Fashion Corp., and 1168 Liberty Corp. d/b/a Pretty Girl,
operate retail stores under the name "Pretty Girl" that sells
fashionable junior, missy, and plus-size clothing, accessories, and
footwear to price-conscious women.
Affiliated debtors Pretty Girl (Bankr. S.D.N.Y. Case No. 17-11600),
72 Fashion (Bankr. S.D.N.Y. Case No. 17-11601), and 1168 Liberty
(Bankr. S.D.N.Y. Case No. 17-11602) filed Chapter 11 bankruptcy
petitions on June 9, 2017. The petitions were signed by Albert
Nigri, president.
Pretty Girl estimated assets of at least $500,000 and liabilities
of up to $1 million. 72 Fashion disclosed assets at $143,932 and
its liabilities at $384,961. 1168 Liberty disclosed assets at
$62,465 and its liabilities at $271,117.
Judge Sean H. Lane oversees the cases.
Alice Pin-Lan Ko, Esq., at Rosen & Associates, P.C., serves as the
Debtors' bankruptcy counsel.
Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, is counsel
for JPMorgan Chase Bank, NA.
Leopold, Gross & Sommers, P.C., is counsel for the City of New
York.
The Debtors are affiliates of Pretty Girl, Inc., which sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-11979) on July
2, 2014. The case was converted to one under Chapter 7 of the
Bankruptcy Code on Dec. 23, 2014. The Chapter 7 trustee of Pretty
Girl's bankruptcy estate has commenced an adversary proceeding,
LaMonica v. 72 Fashion Corp., Adv. Pro. No. 16-01150 (SHL), in
which the trustee alleges breach of contract and seeks payment for
goods that were allegedly sold and delivered but unpaid for, which
proceeding is currently pending before the Bankruptcy Court. Mr.
Albert Nigri is the sole shareholder of the Debtors.
The Debtors' assets consist of its inventory, which secures its
guaranty obligation to repay indebtedness in the amount of
approximately $300,000 of Pretty Girl to JPMorgan Chase, N.A. The
Indebtedness also is guaranteed by each of the Stores, Fordham, and
1168 Liberty. PGNY, Inc., a non-debtor affiliate wholly owned by
Mr. Nigri, also is a guarantor.
On March 10, 2017, the Marshal of the City of New York served the
Debtors with a Notice of Execution informing them that an execution
against their personal property had been issued as a result of a
judgment entered in favor of the City of New York and against the
Debtors in respect of certain Environmental Control Board
violations in the case City of New York. As of the commencement of
the Debtors' Chapter 11 cases, the Execution had not yet been
carried out and the Debtors' property, therefore, has not been
levied upon. The Debtors commenced their Chapter 11 cases in order
to continue to operate their business at their premises and to
maintain, protect, and preserve their property.
488-486 LEFFERTS: Court Approves Disclosure Statement
-----------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York has approved 488-486 Lefferts, LLC's
disclosure statement dated Aug. 1, 2017, referring to the Debtor's
plan of reorganization.
The rights of all parties with respect to any issues related to
confirmation of the Plan or any other plan for the Debtors are
reserved and will not be prejudiced, modified or limited by the
entry of this court order. The Court may retain jurisdiction to
hear and determine all matters arising from or related to this
order.
As reported by the Troubled Company Reporter on Sept. 18, 2017, the
latest Disclosure Statement filed on Aug. 1 proposes to pay the
allowed amount of Class 4 general unsecured claims in full in cash,
plus interest, within 30 days of the effective date of the plan.
Unsecured claims total approximately $21,024.
About 488-486 Lefferts LLC
Headquartered in Richmond Hill, New York, 488-486 Lefferts LLC
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-42716) on June 10, 2015, estimating its assets and
liabilities at between $1 million and $10 million. The petition
was signed by Nir Zeer, managing member.
Edward N. Gewirtz, Esq., at Bronstein, Gewirtz & Grossman, LLC,
serves as the Debtor's bankruptcy counsel. Jay Gelbein and Company
is the Debtor's accountant and financial advisor.
On Sept. 9, 2016, the Debtor filed a disclosure statement and
proposed Chapter 11 plan of reorganization.
On Aug. 1, 2016, Ariel Property Advisors, LLC was appointed as Real
Estate Broker.
The Debtor filed a second disclosure statement filed on Aug. 1,
2017. Approval of the Plan is set for Nov. 6, 2017, at 10:30 a.m.
72 FASHION: May Use Cash Collateral Through Dec. 31
---------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York has entered a final order authorizing 72
Fashion Corp. to use cash collateral in which JPMorgan Chase Bank,
N.A., and the City of New York have an interest through Dec. 31,
2017, or until at a later time as to which Chase and the City may
consent in writing or the Court may permit, subject to the terms
and conditions set forth in the final court order.
As reported by the Troubled Company Reporter on June 22, 2017, the
Debtor sought court authorization to use cash collateral of
JPMorgan Chase Bank, N.A., and the City of New York.
The Debtor may use cash collateral to pay the expenses incurred by
the Debtor in the ordinary course of its business and in connection
with the Chapter 11 case, as provided in the three-month budget for
the period ending Dec. 31, 2017.
As adequate protection for the Debtor's use of cash collateral:
i. Chase is granted a valid, perfected, and enforceable
first-priority post-petition lien on and security interest
in all of the assets of the Debtor, as debtor-in-
possession, of the same type and nature as constituted the
prepetition collateral (but excluding avoidance actions
arising under Chapter 5 of the Bankruptcy Code). The
senior replacement lien will be subject to all other
validly and properly perfected prepetition liens and
security interests in favor of third parties that were
senior to and had priority over Chase's security interest
and lien as of the Petition Date, and it will be senior to
the junior replacement lien. The senior replacement lien
will be subordinate to (a) the fees payable to the Office
of the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a),
plus applicable interest on any fees, and (b) the
administrative expenses, not to exceed $10,000, of a
trustee in a superseding case under Chapter 7 of the
Bankruptcy Code; and
ii. the City is granted a valid, perfected, and enforceable
junior post-petition lien on and security interest in the
post-petition collateral. The junior replacement lien
will be subordinate to the senior replacement lien.
The replacement liens granted by the final court order are deemed
perfected without the necessity of filing any documents or
otherwise complying with non-bankruptcy law in order to perfect
security interests and record liens, with perfection being binding
upon all parties including, but not limited to, any subsequently
appointed trustee either under Chapter 11 or any other chapter of
the Bankruptcy Code.
During the term of the final court order, in addition to the
replacement liens and super-priority claim, the Debtor will make a
monthly adequate protection payment to Chase in the amount of
$1,500 per month. The first payment will be made upon the date of
the entry of the final court order, with successive payments being
made so as to be received by Chase on or before the first business
day of each successive month during the term of the final court
order.
To the extent the replacement liens and other relief granted to
Chase and the City in this Final Order do not provide Chase and the
City with adequate protection of their interests in the cash
collateral, Chase and the City will each have a super-priority
administrative expense claim under Section 507(b) of the Bankruptcy
Code; provided, however that the super-priority claim of Chase will
be senior in priority to the super-priority claim of the City. The
super-priority claims will have priority over all administrative
expenses incurred in the Debtor's case that are allowable under
Section 507(a)(2) of the Bankruptcy Code, except as otherwise
provided herein.
Notwithstanding any provisions herein to the contrary, the Debtor's
authority to continue to use cash collateral will be immediately
and automatically revoked in the event of the earliest to occur of
any of the following, each of which will be deemed a termination
event:
i. entry of any court order dismissing the within proceeding
or converting the within proceeding to one under Chapter 7
of the Bankruptcy Code;
ii. entry of an order authorizing the appointment of a Chapter
11 trustee, or an examiner with expanded powers;
iii. entry of an order (other than this final court order on
the motion) modifying or vacating the automatic stay in
favor of Chase and/or the City;
iv. the Debtor's failure to comply with the budget, allowing
for the per line item variance of 5% provided for in this
final court order; and
v. any violation of this final court order and the continued
failure by the Debtor to cure after five business days'
notice.
A copy of the court order is available at:
http://bankrupt.com/misc/nysb17-11601-64.pdf
About Pretty Girl
Headquartered in New York, New York, Pretty Girl of Fordham Road
Corp., 72 Fashion Corp., and 1168 Liberty Corp. d/b/a Pretty Girl
operate retail stores under the name "Pretty Girl" that sells
fashionable junior, missy, and plus-size clothing, accessories, and
footwear to price-conscious women.
Affiliated debtors Pretty Girl (Bankr. S.D.N.Y. Case No. 17-11600),
72 Fashion (Bankr. S.D.N.Y. Case No. 17-11601), and 1168 Liberty
(Bankr. S.D.N.Y. Case No. 17-11602) filed Chapter 11 bankruptcy
petitions on June 9, 2017. The petitions were signed by Albert
Nigri, president.
Pretty Girl estimated assets of at least $500,000 and liabilities
of up to $1 million. 72 Fashion disclosed assets at $143,932 and
its liabilities at $384,961. 1168 Liberty disclosed assets at
$62,465 and its liabilities at $271,117.
Judge Sean H. Lane oversees the cases.
Alice Pin-Lan Ko, Esq., at Rosen & Associates, P.C., serves as the
Debtors' bankruptcy counsel.
Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, is counsel
for JPMorgan Chase Bank, NA.
Leopold, Gross & Sommers, P.C., is counsel for the City of New
York.
The Debtors are affiliates of Pretty Girl, Inc., which sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-11979) on July
2, 2014. The case was converted to one under Chapter 7 of the
Bankruptcy Code on Dec. 23, 2014. The Chapter 7 trustee of Pretty
Girl's bankruptcy estate has commenced an adversary proceeding,
LaMonica v. 72 Fashion Corp., Adv. Pro. No. 16-01150 (SHL), in
which the trustee alleges breach of contract and seeks payment for
goods that were allegedly sold and delivered but unpaid for, which
proceeding is currently pending before the Bankruptcy Court. Mr.
Albert Nigri is the sole shareholder of the Debtors.
The Debtors' assets consist of its inventory, which secures its
guaranty obligation to repay indebtedness in the amount of
approximately $300,000 of Pretty Girl to JPMorgan Chase, N.A. The
Indebtedness also is guaranteed by each of the Stores, Fordham, and
1168 Liberty. PGNY, Inc., a non-debtor affiliate wholly owned by
Mr. Nigri, also is a guarantor.
On March 10, 2017, the Marshal of the City of New York served the
Debtors with a Notice of Execution informing them that an execution
against their personal property had been issued as a result of a
judgment entered in favor of the City of New York and against the
Debtors in respect of certain Environmental Control Board
violations in the case City of New York. As of the commencement of
the Debtors' Chapter 11 cases, the Execution had not yet been
carried out and the Debtors' property, therefore, has not been
levied upon. The Debtors commenced their Chapter 11 cases in order
to continue to operate their business at their premises and to
maintain, protect, and preserve their property.
ACI CONCRETE: Taps GlassRatner Advisory as Consultant
-----------------------------------------------------
ACI Concrete Placement of Kansas, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Kansas to hire GlassRatner
Advisory & Capital Group, LLC as its consultant.
The firm will provide financial advice related to the Debtor's
Chapter 11 case and bankruptcy plan; assistance to refinance its
secured debt; and asset marketing services for the sale of its
vehicles.
GlassRatner will be compensated in accordance with this payment
structure:
(i) $10,000 upon execution of the retainer agreement, consent
of secured creditor Equity Bank and court approval;
(ii) hourly employee rates of $195 per hour;
(iii) $15,000 to commence refinancing efforts for the Debtor;
and
(iv) 3% of the total amount of new capital raised for the
Debtor; if the Debtor refinances with a current partner,
the total fee will be 2%.
Brent King, managing director of GlassRatner, disclosed in a court
filing that the firm and its members are "disinterested" as defined
in section 101(14) of the Bankruptcy Code.
GlassRatner can be reached through:
Brent King
GlassRatner Advisory & Capital Group, LLC
2300 Main Street, Suite 900
Kansas City, MO 64108
Phone: 816-945-7825
About ACI Concrete Placement
Founded in 2007, ACI Concrete Placement provides concrete pumping
and telebelt material placement. In addition to its traditional
concrete placement services, ACI specializes in slip form concrete
placement and separate placing booms. It owns a fleet of over 55
machines for slope paving, indoor pumping, and small set up areas,
small line and grout pumps and truck mounted conveyors, etc. ACI
Concrete is headquartered in Spring Hill, Kansas, with additional
locations in Nebraska, Missouri, and Oklahoma.
ACI-Kansas is wholly owned by debtor KOK Holdings, LLC.
ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered
in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company
and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a
Nebraska Limited Liability Company headquartered in Kansas, owned
by Lawrence Kaminsky who owns 70% of the company and Matthew
Kaminsky who owns 30% of the company. KOK is owned by: Lawrence
Kaminsky who owns 50% of the company and Matthew Kaminsky who owns
50% of the company. OKK is wholly owned by the Debtor KOK
Holdings, LLC.
ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete
pouring companies in their respective states. OKK serves as the
common equipment ownership company for all ACI companies. KOK
serves as the parent holding company of the various companies and
also functions as the payroll processor for the related ACI
companies. The same management structure operates all five Debtors
and their operations are centrally located in Spring Hill, Kansas.
ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of
Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment
LLC and KOK Holdings LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kansas Case Nos. 17-21770 to 17-21774)
on Sept. 14, 2017. Matthew Kaminsky, COO, signed the petitions.
The Debtors have filed motion to jointly administer their cases,
which is currently pending before the Court.
At the time of the filing, ACI Kansas disclosed $1.06 million in
assets and $8.4 million in liabilities.
Judge Dale L. Somers presides over the cases.
Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the
Debtors' bankruptcy counsel.
No trustee or examiner has been appointed, and no committee of
unsecured creditors or equity holders has been established.
ACI CONCRETE: U.S. Trustee Forms 2-Member Committee
---------------------------------------------------
The Office of the U.S. Trustee on Nov. 1 appointed two creditors to
serve on the official committee of unsecured creditors in the
Chapter 11 cases of ACI Concrete Placement of Kansas, LLC and its
affiliates.
The committee members are:
(1) Allied Towing of Tulsa
1011 N. Lewis
Tulsa, OK 74110
Email: accounting@towtulsa.com
(2) Martha Kirkland
2700 Edinburgh Drive
Edmond, OK 73013
Email: MKSMOOSE@aol.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 ACI Concrete Placement
Founded in 2007, ACI Concrete Placement provides concrete pumping
and telebelt material placement. In addition to its traditional
concrete placement services, ACI specializes in slip form concrete
placement and separate placing booms. It owns a fleet of over 55
machines for slope paving, indoor pumping, and small set up areas,
small line and grout pumps and truck mounted conveyors, etc. ACI
Concrete is headquartered in Spring Hill, Kansas, with additional
locations in Nebraska, Missouri, and Oklahoma.
ACI-Kansas is wholly owned by debtor KOK Holdings, LLC.
ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered
in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company
and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a
Nebraska Limited Liability Company headquartered in Kansas, owned
by: Lawrence Kaminsky who owns 70% of the company and Matthew
Kaminsky who owns 30% of the company. KOK is owned by: Lawrence
Kaminsky who owns 50% of the company and Matthew Kaminsky who owns
50% of the company. OKK is wholly owned by the Debtor KOK
Holdings, LLC.
ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete
pouring companies in their respective states. OKK serves as the
common equipment ownership company for all ACI companies. KOK
serves as the parent holding company of the various companies and
also functions as the payroll processor for the related ACI
companies. The same management structure operates all five Debtors
and their operations are centrally located in Spring Hill, Kansas.
ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of
Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment
LLC and KOK Holdings LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kansas Case Nos. 17-21770 to 17-21774)
on Sept. 14, 2017. Matthew Kaminsky, COO, signed the petitions.
The Debtors have filed motion to jointly administer their cases,
which is currently pending before the Court.
At the time of the filing, ACI Kansas disclosed $1.06 million in
assets and $8.4 million in liabilities.
Judge Dale L. Somers presides over the cases.
Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the
Debtors' bankruptcy counsel.
No trustee, examiner or committee of equity holders has been
appointed.
AIR PHOTOGRAPHICS: Sanborn Buying Piper Navajo PA-31 for $100K
--------------------------------------------------------------
Air Photographics, Inc., asks the U.S. Bankruptcy Court for the
Northern District of West Virginia to authorize the sale of a Piper
Navajo PA-31, Serial Number N500Q, to The Sanborn Map Co., Inc.,
for $100,000, subject to overbid.
The sale will be free and clear of liens with liens to attach to
the proceeds. The Debtor asserts that Citizens National Bank holds
a first lien on the aircraft and CRF holds a second lien on the
aircraft. There will a hold back from the proposed sale proceeds
for the disbursement fee to the Office of the U.S. Trustee.
It is in the best interest of the Debtor and Debtor's estate and
secured creditors for the sale to be approved. Any party
interested in submitting an upset bit should file a Notice of Upset
Bid with counsel for the Debtor, and counsel for Citizens National
Bank and counsel for CRF and with the Office of the U.S. Trustee.
Any upset bid will be in an increment of at least $5,000. All
upset bids will be filed within 14 days of the filing of the
Motion.
The Debtor believes that the proposed offer is fair and the
Purchaser is a disinterested party.
About Air Photographics
Air Photographics, Inc., provides aerial photographics and mapping
services to state and local governments and to certain private
businesses, including coal companies. Air Photographics filed a
Chapter 11 petition (Bankr. N.D. W.Va. Case No. 16-00242) on March
22, 2016, and is represented by Joseph W. Caldwell, Esq.
ALLY FINANCIAL: Posts $282 Million Net Income in Third Quarter
--------------------------------------------------------------
Ally Financial Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $282 million on $2.08 billion of total financing revenue and
other interest income for the three months ended Sept. 30, 2017,
compared to net income of $209 million on $2.06 billion of total
financing revenue and other interest income for the same period
during the prior year.
For the nine months ended Sept. 30, 2017, Ally Financial reported
net income of $748 million on $6.22 billion of total financing
revenue and other interest income compared to net income of $819
million on $6.23 billion of total financing revenue and other
interest income for the same period a year ago.
The Company's balance sheet as of Sept. 30, 2017, showed $164.01
billion in total assets, $150.44 billion in total liabilities and
$13.57 billion in total equity.
As of Sept. 30, 2017, assuming a long-term capital markets stress,
the Company expects that its available liquidity would allow it to
continue to fund all planned loan originations and meet all of its
financial obligations for more than 36 months, assuming no issuance
of unsecured debt or term securitizations. In addition, the
Company's Modified Liquidity Coverage Ratio exceeded 100% at Sept.
30, 2017.
During the first nine months of 2017, the Company's deposit base
grew $11.1 billion. The growth in total deposits has been
primarily attributable to its retail deposit portfolio,
particularly within savings and money market accounts. Strong
retention rates and customer acquisition continue to drive growth
in retail deposits. The Company's brokered deposit portfolio has
also continued to grow, driven by the addition of Ally Invest
customer cash and an increase in brokered certificates of deposit.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/16ygsI
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.
* * *
As reported by the TCR on Oct. 19, 2017, S&P Global Ratings said it
affirmed its 'BB+' long-term issuer credit rating on Ally Financial
Inc. S&P said, "The rating affirmation reflects our view that Ally
has maintained its underwriting discipline and market position amid
weakening credit conditions in vehicle finance while maintain
strong capital adequacy."
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.
AMERICAN MIDSTREAM: Moody's Puts B2 CFR Under Review for Downgrade
------------------------------------------------------------------
Moody's Investors Service placed American Midstream Partners, LP's
(AMID) B2 Corporate Family Rating (CFR) and all its other credit
ratings under review for downgrade following its agreement to
acquire Southcross Holdings Borrower LP (Southcross Holdings) and
Southcross Energy Partners, L.P.'s (Southcross) in an all-stock
transaction. At the same time, Moody's placed Southcross' Caa1 CFR,
Southcross Holdings Caa3 CFR and all other credit ratings of both
entities under review for upgrade.
AMID will acquire 100% of Southcross Holdings and Southcross for a
total consideration of $815 million. AMID will refinance all of
each company's outstanding debt. The transaction has been approved
by AMID's Board of Directors and Southcross' Conflicts Committee
and is expected to close in the second quarter of 2018. The
transaction is subject to approval by the shareholders of
Southcross as well as other customary closing conditions.
Post-closing, Arclight will own 85% of AMID's GP interest and 40%
of LP interest (on a fully diluted basis). A consortium of EIG
Global Energy Partners, Tailwater Capital, and a group of former
Southcross creditors will own the remaining 15% and 5% of AMID's GP
interest and LP interest, respectively.
"Moody's view this transaction to be leveraging for AMID," said
Prateek Reddy, Moody's Analyst. "While the transaction is an equity
for equity exchange with Southcross' and Southcross Holdings'
unitholders, AMID is increasing debt and primarily adding exposure
to gathering and processing in areas of the Eagle Ford Shale with
limited volume growth prospects at least through the end of 2018."
On Review for Downgrade:
Issuer: American Midstream Partners, LP
-- Probability of Default Rating, Placed on Review for Downgrade,
currently B2-PD
-- Corporate Family Rating, Placed on Review for Downgrade,
currently B2
-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently Caa1 (LGD 5)
On Review for Upgrade:
Issuer: Southcross Energy Partners, L.P.
-- Probability of Default Rating, Placed on Review for Upgrade,
currently Caa1-PD
-- Corporate Family Rating, Placed on Review for Upgrade,
currently Caa1
-- Senior Secured Bank Credit Facility, Placed on Review for
Upgrade, currently Caa1 (LGD 3)
Issuer: Southcross Holdings Borrower LP
-- Probability of Default Rating, Placed on Review for Upgrade,
currently Caa3-PD
-- Corporate Family Rating, Placed on Review for Upgrade,
currently Caa3
-- Senior Secured Bank Credit Facility, Placed on Review for
Upgrade, currently Caa3 (LGD 3)
Outlook Actions:
Issuer: American Midstream Partners, LP
-- Outlook, Changed To Rating Under Review From Stable
Issuer: Southcross Energy Partners, L.P.
-- Outlook, Changed To Rating Under Review From Negative
Issuer: Southcross Holdings Borrower LP
-- Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE
The acquisition of Southcross and Southcross Holdings will add
natural gas gathering, processing, treating, and fractionation
assets primarily in the Eagle Ford Shale and along the Texas Gulf
Coast as well as compression and transportation assets in Alabama
and Mississippi to AMID. The transaction will not derail AMID's
plans to maintain distribution coverage above 1.1x as distributable
cash flow from Southcross will largely offset the servicing needs
of new common and preferred units that will be issued by AMID to
fund the acquisitions. However, risks associated with integration
and execution will remain elevated following this acquisition as it
comes on the heels of AMID's sizable merger with JPE Energy
Partners in March, the sale of the propane business in September
and the ongoing redeployment of capital from that sale to
strengthen its Gulf of Mexico presence and other core assets.
Assumption of debt from Southcross and Southcross Holdings --
entities with consolidated Debt-to-EBITDA ratio of well above 7x --
will result in AMID's leverage rising to about 6x from about 5x.
The likelihood of AMID's leverage improving from the high levels
pro forma for this acquisition will depend on using asset sale
proceeds and any equity issuance proceeds towards debt reduction, a
potentially protracted process.
Southcross' and Southcross Holdings' credit profiles benefit from
being part of AMID, a company with relatively better asset quality,
growth prospects and a higher credit rating.
Moody's review of AMID's ratings will focus on AMID's capital
structure post-closing, the expected pace of asset sales, the
amount of proceeds from such sales and the likelihood of using such
proceeds to reduce debt balances and improve key credit metrics.
Based on the proposed terms and conditions for the acquisition and
available information, the potential downgrade of AMID's CFR
appears likely to be limited to one notch.
Moody's review of Southcross' and Southcross Holdings' ratings will
focus on whether their debt instruments are retired or remain
outstanding. If the debt is assumed and refinanced in line with the
currently stated plans, Moody's will likely withdraw Southcross'
and Southcross Holdings' ratings. In the event a portion of their
debt remains outstanding at or following the closing, the outcome
of the review will depend upon whether these debt instruments are
guaranteed by AMID. If the debt instruments remain outstanding and
are guaranteed by AMID, Southcross' CFR will likely be upgraded to
AMID's level and Southcross Holdings will likely be upgraded to a
level one notch below the new Southcross CFR. If the debt
instruments remain outstanding but are not guaranteed, then the
level of financial and operational disclosures with respect to
Southcross and Southcross Holdings following the close of the
acquisition will determine the likelihood of maintaining their
ratings.
The principal methodology used in these ratings was Midstream
Energy published in May 2017.
Houston-based AMID is a master limited partnership (MLP) that owns
a portfolio of midstream energy assets in the offshore Gulf of
Mexico as well as onshore gathering and processing, storage and
terminal assets. The partnership provides midstream services in
Texas, North Dakota, and the Gulf Coast and Southeast regions of
the United States.
Southcross is a midstream MLP engaged in natural gas gathering,
processing, treating, and fractionation services primarily in the
Eagle Ford Shale and along the Texas Gulf Coast. The partnership
also operates compression and transportation assets in Alabama and
Mississippi.
Southcross Holdings is a midstream partnership that currently owns
a 2% GP and 71.8% LP interest in Southcross.
ANITA LAL: Sets Bid Procedures for Interest in Manassas Property
----------------------------------------------------------------
Anita Lal asks the U.S. Bankruptcy Court for the Eastern District
of Virginia to authorize the bidding procedures in connection with
the sale of her 50% interest in a lease for the commercial premises
located at 14843 Dumfries Road, Manassas, Virginia ("Demised
Premises") and the assets located upon the Demised Premises, or in
the alternative, her 50% membership interest in 234 Auto & Truck
Salvage Yard, LLC, at auction.
On Sept. 14, 2014, the Debtor and Ahmad entered into the Lease.
Around the time of the Lease, the Debtor and Ahmad formed the 234
Auto. They are the sole members of the LLC, where each of them
holds a 50% membership interest. The business of the LLC is to
purchase used and inoperable motor vehicles, to sell them for
parts, and after a vehicle's value for parts has been depleted, to
sell the remainder of such vehicle for scrap. It conducts its
business as a sub-tenant of the Debtor and Ahmad under a parol
lease.
The records of the State Corporation Commission ("SCC") reflect
that the LLC is active and in good standing. At some point, Ahmad
filed papers with the SCC to reinstate the certificate of
organization for the LLC. Ahmad did not have the authority to
reinstate the certificate of organization for the LLC. The
certificate of organization for the LLC is invalid.
The Debtor desires to assume the Lease as its terms are below
market and thus, valuable. She expects that there will be several
offers for the assignment of the Lease and for the remaining
Proposed Assets. The Proposed Assets are sold free and clear of
liens, claims, rights, and interests.
Specifically excluded from the Proposed Assets will be all claims
of the Debtor against Ahmad and any person acting in concert with
her arising from or relating to any breach of fiduciary duty by
Ahmad and any conversion or missappropriation of the assets of the
LLC by Ahmad and any person acting in concert with her.
Additionally excluded from the Proposed Assets will be all proceeds
from the sale of vehicle parts or "crushed" vehicles sold before
entry of the Sale Order.
The Debtor is now asking the Court to approve assumption of the
Lease and the Interest, and then assign the Proposed Assets to the
highest bidder at an auction held by the Court.
These are the names of the parties to the Lease and Contracts to be
assumed and assigned:
a. 234 Auto & Truck Salvage Yard, LLC - Lease with Mitchell I.
Phelps, Inc., Anita Lal, and Adeela Ahmad
b. 234 Auto & Truck Salvage Yard, LLC - Operating Agreement
with Anita Lal and Adeela Ahmad
c. Ahmad, Adeela - Lease with Mitchell I. Phelps, Inc., Anita
Lal, and Adeela Ahmad
d. Ahmad, Adeela - Operating Agreement with Anita Lal and
Adeela Ahmad
e. Mitchell I. Phelps, Inc. - Lease with Mitchell I. Phelps,
Inc., Anita Lal, and Adeela Ahmad
The proceeds of the sale will be used to fund the Debtor's plan of
reorganization. Owing to and in consideration of the fact that
Ahmad may be entitled to a share of the proceeds arising from any
Sale, the Debtor also asks that the Court determine the procedure
for a distribution of these proceeds.
The Debtor further asks that the Court orders that Ahmad vacate and
surrender possession of the Demised Premises in favor of any
purchaser within such time as the Court may deem appropriate, but
in no event later than entry of the Sale Order.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Not later than such date and time as is
specified in the Sales Procedures Order
b. Qualified Bid: $500,000
c. Deposit: $25,000
d. Auction: The Auction will take place no later than such
date and time as is specified in the Sales Procedures Order, at
11350 Random Hills Rd., Suite 700, Fairfax, Virginia.
e. Bid Increments: $25,000
f. Sale Hearing: TBD
h. Closing: The closing of the sale of the Assets to the
Prevailing Bidder will occur at the office of counsel for the
Debtor in accord with the Sales Procedures Order and the Sale
Order.
A copy of the Bidding Procedures and the Commercial Lease attached
to the Motion is available for free at:
http://bankrupt.com/misc/Anita_Lal_95_Sales.pdf
The Debtor asks the Court to schedule a hearing date, a bidding
deadline and an auction date in connection with the Sale. She
further asks the Court to conduct the Sale Hearing following the
auction process sought to be implemented to consider entry of an
order approving the Sale to the successful bidder. The Debtor
additionally asks leave to assume the Lease.
Phelps, Inc. can be reached at:
MITCHELL L. PHELPS, INC.
P.O. Box 1729
Woodrige, VA 22195
The Debtor and Ahmad can be reached at:
234 AUTO & TRUCK SALVAGE YARD, LLC
45901 Transamerica Plaza, Unit 101
Sterling, VA 20166
Counsel for Debtor:
John P. Forest, II, Esq.
STAHLZELLOE P.C.
11350 Random Hills Rd., Suite 700
Fairfax, VA 22030
Telephone: (703) 691-4940
Facsimile: (703) 691-4942
E-mail: j.forest@stahlzelloe.com
About Anita Lal
Anita Lal sought Chapter 11 protection (Bankr. E.D. Va. Case No.
17-12444) on July 14, 2017. The Debtor tapped John P. Forest, II,
Esq., at StahlZelloe, P.C. as counsel.
Anita Lal sought Chapter 11 protection (Bankr. E.D. Va. Case No.
17-12444) on July 14, 2017. The Debtor tapped John P. Forest, II,
Esq., at StahlZelloe, P.C. as counsel.
APPALACHIAN LIGHTING: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Appalachian Lighting Systems, Inc.
a/k/a ALLED
101 Randolph Street
Ellwood City, PA 16117
Type of Business: Founded in 2007, Appalachian Lighting Systems,
Inc. -- http://www.alled.co-- specializes in
the development and manufacturing process of
solid-state lighting (SSL). The company makes
solid-state lighting solutions for small and
large area outdoor/indoor applications including
parking garage/lot, street/area and high/low bay
and much more. These fixtures are engineered to
deliver at least 150,000 hours of maintenance-
free operation and to provide 70 to 90 percent
energy savings compared to the traditional
lights they replace. The company is based in
Ellwood City, PA, where it designs, engineers
and manufactures its product.
Chapter 11 Petition Date: November 3, 2017
Case No.: 17-24454
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Judge: Hon. Gregory L. Taddonio
Debtor's Counsel: Robert O Lampl, Esq.
ROBERT O LAMPL, ATTORNEY AT LAW
Benedum Trees Building
223 Fourth Avenue, 4th Floor
Pittsburgh, PA 15222
Tel: 412-392-0330
Fax: 412-392-0335
E-mail: rol@lampllaw.com
rlampl@lampllaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James J. Wassel, 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/pawb17-24454.pdf
ARMSTRONG ENERGY: Hires Armstrong Teasdale as Co-Counsel
--------------------------------------------------------
Armstrong Energy, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of Missouri
to employ Armstrong Teasdale LLP, as co-restructuring counsel to
the Debtors.
Armstrong Energy requires Armstrong Teasdale to:
(a) provide legal advice with respect to the Debtors' powers
and duties as debtors-in-possession in the continued
operation of its business and management of its
properties;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and
consult on the conduct of Chapter 11 Cases, including the
legal and administrative requirements of operating in
chapter 11;
(c) take necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions
commenced under the Bankruptcy Code on their behalf, and
objections to claims filed against the estates;
(d) prepare and prosecute on behalf of the Debtors' motions,
applications, answers, orders, reports and papers
necessary to the administration of the estates;
(e) advise and assist the Debtors with respect to
restructuring alternatives, including preparing and
pursuing confirmation of a chapter 11 plan, including
preparing and seeking approval of a disclosure statement;
(f) appear in Court and protect the interests of the Debtors
before the Court; and
(g) perform all other legal services for the Debtor which may
be necessary and proper in these cases.
Armstrong Teasdale will be paid at these hourly rates:
Partners $335-$660
Of Counsel $300-$575
Associates $225-$405
Paralegals $110-$305
Law Clerks $200-$235
On September 11, 2017, the Debtors provided Armstrong Teasdale with
an advance payment of $100,000. Subsequent thereto, Armstrong
Teasdale issued invoices to the Debtors reflecting subsequent fees
and expenses up to September 30, 2017, which on or about Armstrong
Teasdale received $43,043.11 to replenish the Retainer.
As of the Petition Date, the balance of the Retainer was $100,000,
less fees and costs incurred and unpaid in the month prior to the
Petition Date.
Armstrong Teasdale 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
following is provided 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: Armstrong Teasdale represented the Debtors
during the twelve month period before the Petition
Date, using the hourly rates listed above.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: A budget has been discussed and approved among
counsel and the client.
Richard W. Engel, Jr., partner of Armstrong Teasdale 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.
Armstrong Teasdale can be reached at:
Richard W. Engel, Jr., Esq.
ARMSTRONG TEASDALE LLP
7700 Forsyth Boulevard, Suite 1800
St. Louis, MO 63105
Tel: (314) 621-5070
Fax: (314) 612-2239
E-mail: rengel@armstrongteasdale.com
About Armstrong Energy, Inc.
Armstrong Energy, Inc., through its 100% wholly owned subsidiary
Armstrong Coal Company, Inc., is a producer of steam coal in the
Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/--
controls over 565 million tons of proven and probable coal reserves
and operates five mines in Western Kentucky. Armstrong ships coal
to utilities via rail, truck and barge and has the capability to
provide low cost custom blend coal to fuel virtually any electric
power plant in the Midwest and Southeast regions of the nation. The
Company employs approximately 600 individuals on a full-time
basis.
Armstrong Energy and eight affiliates, including Armstrong Coal
Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead
Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that
would transfer assets to the Company's senior bondholders and
Knight Hawk Holdings, LLC, in exchange for a $90 million credit
bid.
As of June 30, 2017, Armstrong Energy had $308.95 million in total
assets, $435.3 million in total liabilities and a total
stockholders' deficit of $126.3 million.
The Hon. Kathy A. Surratt-States is the case judge.
The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel;
Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as
financial advisor; FTI Consulting, Inc., as restructuring advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody
MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial
advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority
shareholder Rhino Resource Partners Holdings LLC is represented by
Thompson & Knight LLP. Thoroughbred Resources, L.P., is
represented by Willkie Farr & Gallagher LLP.
ARMSTRONG ENERGY: Hires Boyko of FTI Consulting as CRO
------------------------------------------------------
Armstrong Energy, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of Missouri
to employ Alan Boyko of FTI Consulting, Inc., as chief
restructuring officer to the Debtors.
Armstrong Energy requires FTI Consulting to:
(a) assist with the preparation of the statement of affairs,
schedules and other regular reports required by the Court
as well as providing assistance in such areas as testimony
before the Court on matters that are within FTI
Consulting's areas of expertise;
(b) assist with Monthly Operating Reports and other court
and U.S. Trustee requested or required information;
(c) assist with the additional cataloging of executory
contracts and unexpired leases and advise the Debtors
regarding decisions on assumptions and rejections and cure
amounts;
(d) advise senior management in the negotiation and
implementation of restructuring initiatives and evaluation
of strategic alternatives;
(e) assist in communication and negotiation with outside
Constituents including stakeholders, vendors and suppliers
and other lenders and their advisors;
(f) manage the claims and claims reconciliation processes;
(g) provide required cash budgeting and reporting under the
agreements and the terms of the Cash Collateral motion;
(h) provide assistance to management in connection with the
Debtors' development of its rolling 13-week cash receipts
and disbursements forecasting tool designed to provide on-
time information related to the Debtors' liquidity;
(i) assist in obtaining and presenting information required by
parties-in-interest in the Debtors' bankruptcy process
including official committees appointed by the Court and
the Court itself;
(j) assist the Debtors and outside counsel on the development
of an approach to meet the requirements of Bankruptcy Rule
2015.3 for reporting on the value, operations and
profitability of those entities in which the Debtors'
estate holds a substantial or controlling interest;
(k) assist the Debtors in other business and financial aspects
of a Chapter 11 proceeding, including, but not limited to,
development of a disclosure statement and chapter 11 plan;
(l) assist as requested in managing any litigation that may be
Brought against the Debtors in the Court;
(m) provide assistance in such areas as testimony before the
Court on matters that are within the scope of the
engagement and within FTI Consulting's area of testimonial
competencies; and
(n) assist with such other matters as may be requested that
fall within FTI Consulting's expertise and that are
mutually agreeable.
FTI Consulting will be paid at these hourly rates:
Senior Managing Directors $840-$1,050
Directors/Senior Directors/Managing Directors $630-$835
Consultants/Senior Consultants $335-$605
Administrative/Paraprofessionals $135-$265
FTI Consulting received $100,000 as a retainer from the Debtors.
Thereafter, the retainer has been replenished on a monthly basis.
In the 90 days prior to the Petition Date, FTI Consulting received
additional retainers and payments totaling $923,961 in the
aggregate for services performed for the Debtors.
FTI Consulting will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alan Boyko, senior managing director of FTI Consulting, 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.
FTI Consulting can be reached at:
Alan Boyko
FTI CONSULTING, INC.
1001 17th Street, Suite 1100
Denver, CO 80202
Tel: (303) 689-8892
Fax: (303) 689-8802
E-mail: alan.boyko@fticonsulting.com
About Armstrong Energy, Inc.
Armstrong Energy, Inc., through its 100% wholly owned subsidiary
Armstrong Coal Company, Inc., is a producer of steam coal in the
Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/--
controls over 565 million tons of proven and probable coal reserves
and operates five mines in Western Kentucky. Armstrong ships coal
to utilities via rail, truck and barge and has the capability to
provide low cost custom blend coal to fuel virtually any electric
power plant in the Midwest and Southeast regions of the nation. The
Company employs approximately 600 individuals on a full-time
basis.
Armstrong Energy and eight affiliates, including Armstrong Coal
Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead
Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that
would transfer assets to the Company's senior bondholders and
Knight Hawk Holdings, LLC, in exchange for a $90 million credit
bid.
As of June 30, 2017, Armstrong Energy had $308.95 million in total
assets, $435.3 million in total liabilities and a total
stockholders' deficit of $126.3 million.
The Hon. Kathy A. Surratt-States is the case judge.
The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel;
Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as
financial advisor; FTI Consulting, Inc., as restructuring advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody
MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial
advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority
shareholder Rhino Resource Partners Holdings LLC is represented by
Thompson & Knight LLP. Thoroughbred Resources, L.P., is
represented by Willkie Farr & Gallagher LLP.
ARMSTRONG ENERGY: Hires Kirkland & Ellis as Attorney
----------------------------------------------------
Armstrong Energy, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of Missouri
to employ Kirkland & Ellis LLP, and Kirkland & Ellis International
LLP, as attorney to the Debtors.
Armstrong Energy requires Kirkland & Ellis to:
a. 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;
b. advise and consult on the conduct of these chapter 11
cases, including all of the legal and administrative
requirements of operating in chapter 11;
c. attend meetings and negotiate with representatives of
creditors and other parties in interest;
d. take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the
Debtors' behalf, defending any action commenced against the
Debtors, and representing the Debtors in negotiations
concerning litigation in which the Debtors are involved,
including objections to claims filed against the Debtors'
estates;
e. prepare pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders,
reports, and papers necessary or otherwise beneficial to
the administration of the Debtors' estates;
f. represent the Debtors in connection with obtaining
authority to continue using cash collateral and
postpetition financing;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. advise the Debtors regarding tax matters;
j. take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure
statement and confirmation of a chapter 11 plan and all
documents related thereto; and
k. perform all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11
cases, including: (i) analyzing the Debtors' leases and
contracts and the assumption and assignment or rejection
thereof; (ii) analyzing the validity of liens against the
Debtors; and (iii) advising the Debtors on corporate and
litigation matters.
Kirkland & Ellis will be paid at these hourly rates:
Partners $930-$1,745
Of Counsel $555-$1,745
Associates $555-$1,015
Paraprofessionals $215-$420
Per the terms of the Engagement Letter, on May 5, 2016, the Debtors
paid $75,000 to Kirkland & Ellis. Subsequently, the Debtors paid to
Kirkland & Ellis additional advance payment retainers totaling
$3,002,007.83 in the aggregate.
Kirkland & Ellis 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
following is provided 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: Kirkland & Ellis represented the Debtors during the
twelve month period before the Petition Date, using
the firm's normal hourly rates.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes, for the period from November 1, 2017 through
February 28, 2018.
Ross M. Kwasteniet, partner of Kirkland & Ellis LLP, and Kirkland &
Ellis International 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.
Kirkland & Ellis can be reached at:
Ross M. Kwasteniet, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, IL 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
E-mail: ross.kwasteniet@kirkland.com
About Armstrong Energy, Inc.
Armstrong Energy, Inc., through its 100% wholly owned subsidiary
Armstrong Coal Company, Inc., is a producer of steam coal in the
Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/--
controls over 565 million tons of proven and probable coal reserves
and operates five mines in Western Kentucky. Armstrong ships coal
to utilities via rail, truck and barge and has the capability to
provide low cost custom blend coal to fuel virtually any electric
power plant in the Midwest and Southeast regions of the nation. The
Company employs approximately 600 individuals on a full-time
basis.
Armstrong Energy and eight affiliates, including Armstrong Coal
Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead
Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that
would transfer assets to the Company's senior bondholders and
Knight Hawk Holdings, LLC, in exchange for a $90 million credit
bid.
As of June 30, 2017, Armstrong Energy had $308.95 million in total
assets, $435.3 million in total liabilities and a total
stockholders' deficit of $126.3 million.
The Hon. Kathy A. Surratt-States is the case judge.
The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel;
Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as
financial advisor; FTI Consulting, Inc., as restructuring advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody
MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial
advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority
shareholder Rhino Resource Partners Holdings LLC is represented by
Thompson & Knight LLP. Thoroughbred Resources, L.P., is represented
by Willkie Farr & Gallagher LLP.
ARMSTRONG ENERGY: Hires MAEVA Group as Financial Advisor
--------------------------------------------------------
Armstrong Energy, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of Missouri
to employ MAEVA Group, LLC, as financial advisor to the Debtors.
Armstrong Energy requires MAEVA Group to:
a. advise and assist the Debtors in their analysis and
monitoring of the Debtors' historical, current and
projected financial affairs, including as appropriate
without limitation, periodic operating reports, analyses
of cash receipts and disbursements, analyses of cash
flow forecasts, analyses of various asset and liability
accounts, and, to the extent applicable, schedules of
assets and liabilities and statements of financial
affairs, and analyses of potential transactions;
b. analyze the Debtors' business plan and help develop and
provide advice with respect to potential restructuring
transactions available to the Debtors;
c. analyze monthly monitoring reports provided by the
Debtors to effectively evaluate the Debtors'
performance on an ongoing basis;
d. assist and advise the Debtors in evaluating and
analyzing restructuring proposals of the Debtors;
e. assist the Debtors and their counsel in the negotiation
of any and all aspects of any potential restructuring
transaction;
f. attend the Debtors' meetings as may be required in the
role of advisors to the Debtors;
g. review and provide analysis of plans of reorganization
and disclosure statements relating to the Debtors, if
applicable;
h. assist and advise the Debtors in reviewing and evaluating
any court motions filed or to be filed by the Debtors or
any other parties-in-interest, if applicable;
i. provide other services that are consistent with the
Debtors' needs, in keeping with the objectives of the
Project and services rendered to date; and
j. participate in meetings and discussions between the
Debtors, on the one hand, and various stakeholder
constituencies and their respective professionals, on
the other.
MAEVA Group will be paid as follows:
a. Retainer Fee: The Debtors shall pay MAEVA Group a monthly
retainer of $175,000 -- Retainer Fee -- payable by cash,
check, electronic transfer, or other instrument in
immediately available U.S. funds. The Retainer Fee is
payable on the second business day following the Effective
Date, on the first business day of each calendar month
thereafter during the term of MAEVA Group's engagement. In
no event shall the aggregate Retainer Fees payable to MAEVA
Group's pursuant to the Engagement Letter be less than
$500,000 -- Minimum Retainer Fee -- notwithstanding ay
expiration or termination of the Engagement Letter, unless
the Engagement Letter is terminated by the Debtors as a
result of MAEVA Group's fraud, gross negligence, willful
misconduct, or material breach of the confidentiality
agreement entered into by MAEVA Group and the Debtors.
b. Completion Fee: The Debtors shall pay MAEVA Group a
separate fee -- Completion Fee -- upon completion of any
transaction or series of transactions resulting from the
Project consummated during the Term -- Restructuring --
in an amount in cash equal to $3,250,000. MAEVA Group
will provide credits against its completion fee,
beginning after the first six months of its engagement,
at the rate of 50% of its Retainer Fee. These credits
will be capped at $1,250,000.
c. Discretionary Fee: MAEVA Group is eligible for an
additional fee above and beyond the Completion Fee, based
on extraordinary performance -- Discretionary Fee.
Whether a Discretionary Fee is paid at all, and, if so, the
amount, is solely subject to the discretion of the board of
directors of the Debtors. MAEVA Group is not guaranteed a
Discretionary Fee.
d. Expenses: The Debtors shall reimburse MAEVA Group for all
reasonable and actual documented out-of-pocket expenses
associated with the engagement. The Debtors shall
maintain a $25,000 deposit -- Expense Deposit -- with
MAEVA Group to cover any unpaid expenses.
Harry J. Wilson, chief executive officer of MAEVA 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.
MAEVA Group can be reached at:
Harry J. Wilson
MAEVA Group, LLC
7 Renaissance Square, 3rd Floor
White Plains, NY 10601
Tel: (914) 510-0003
About Armstrong Energy, Inc.
Armstrong Energy, Inc., through its 100% wholly owned subsidiary
Armstrong Coal Company, Inc., is a producer of steam coal in the
Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/--
controls over 565 million tons of proven and probable coal reserves
and operates five mines in Western Kentucky. Armstrong ships coal
to utilities via rail, truck and barge and has the capability to
provide low cost custom blend coal to fuel virtually any electric
power plant in the Midwest and Southeast regions of the nation. The
Company employs approximately 600 individuals on a full-time
basis.
Armstrong Energy and eight affiliates, including Armstrong Coal
Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead
Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that
would transfer assets to the Company's senior bondholders and
Knight Hawk Holdings, LLC, in exchange for a $90 million credit
bid.
As of June 30, 2017, Armstrong Energy had $308.95 million in total
assets, $435.3 million in total liabilities and a total
stockholders' deficit of $126.3 million.
The Hon. Kathy A. Surratt-States is the case judge.
The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel;
Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as
financial advisor; FTI Consulting, Inc., as restructuring advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody
MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial
advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority
shareholder Rhino Resource Partners Holdings LLC is represented by
Thompson & Knight LLP. Thoroughbred Resources, L.P., is represented
by Willkie Farr & Gallagher LLP.
ARMSTRONG ENERGY: Taps Donlin Recano as Claims and Noticing Agent
-----------------------------------------------------------------
Armstrong Energy, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of Missouri
to employ Donlin Recano & Company, Inc., as claims and noticing
agent to the Debtors.
Armstrong Energy requires Donlin Recano to:
a. assist the Debtors with the preparation and distribution
of all required notices and documents in accordance with
the Bankruptcy Code and the Bankruptcy Rules in the form
and manner directed by the Debtors and the Clerk,
including: (i) notice of any claims bar date; (ii) notice
of any proposed sale of the Debtors' assets; (iii) notices
of objections to claims and objections to transfers of
claims' (iv) notices of hearings on motions filed by the
Office of the United States Trustee for the Eastern
District of Missouri (the "U.S. Trustee"); (v) notices of
any hearings on a disclosure statement and confirmation of
any chapter 11 plan or plans, 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 Clerk may deem
necessary or appropriate for an orderly administration of
these chapter 11 cases;
b. maintain a copy of the Debtors' schedules of assets and
liabilities and statements of financial affairs, listing
the Debtors' known creditors and the amounts owed
thereto;
c. maintain (i) a list of all potential creditors, equity
holders and other parties in interest and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002(i), (j), and (k) and those parties
that have filed a notice of appearance pursuant to
Bankruptcy Rule 9010; file with or cause to be filed with
the Court an updated creditor matrix along with a
memorandum describing any change(s) thereto, in accordance
with rule 1009 of the Local Rules of Bankruptcy Procedure
for the Eastern District of Missouri, and pay any
requisite fee;
d. furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a
proof of claim, after such notice and form are approved by
the Clerk;
e. notify potential creditors of the existence, amount
and classification of their respective claims as set forth
in the Schedules, which may be effected by inclusion of
such information (or the lack thereof, in cases where the
Schedules indicate no debt due to the subject party) on a
customized proof of claim form provided to potential
creditors, after such form is approved by the Clerk;
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 cause to be filed
with the Clerk a certificate of service within 24 hours of
service which includes (i) either a copy of the notice
served or the docket numbers and titles of the pleadings
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, electronically file with the Clerk
all proofs of claim that Donlin Recano has received or will
receive in these cases;
i. maintain a duplicate claims register for each Debtor,
(collectively, the "Claims Registers"), and specify in the
Claims Registers the following information for each claim
docketed: (i) the claim number assigned through the Court's
Claims Register; (ii) the date received; (iii) the name and
address of the claimant and agent, if applicable, who filed
the claim; (iv) the address for payment, if different from
the notice address; (v) the amount asserted; (vi) the
asserted classification(s) of the claim (e.g., secured,
unsecured, priority, etc.); (vii) the applicable Debtor;
and (viii) any disposition of the claim;
j. within five business days upon receipt of proofs of
claims, file such claims in the Court's Claims Register
noting the claim number assigned by the Court; upon
completion of the docketing of claims processed with the
Court, reconcile its records with the Court for all claims
received to date for each case;
k. 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 Registers and any service or mailing lists,
including to identify and eliminate duplicative names and
addresses from such lists;
l. assist in the dissemination of information to the public
and respond to requests for administrative information
regarding these chapter 11 cases as directed by the
Debtors or the Court, including through the use of the
Court's claim number, if applicable, a case website and
call center;
m. if these chapter 11 cases are converted to cases under
chapter 7 of the Bankruptcy Code, contact the Clerk's
Office immediately upon notice to Donlin Recano of entry
of the order converting the cases;
n. 30 days prior to the close of all these chapter 11
cases, to the extent practicable, request that the Debtors
submit to the Court a proposed order dismissing Donlin
Recano as Claims and Noticing Agent and terminating its
services in such capacity upon completion of its duties and
responsibilities and upon the closing of these chapter 11
cases;
o. at least seven days after the motion for final decree
has been filed, reconcile all proofs of claim with the
Court; and
p. with prior approval of the Clerk, at the close of all these
chapter 11 cases, address destruction of proofs of claim as
instructed by the Clerk.
Donlin Recano will be paid at these hourly rates:
Senior Bankruptcy Consultant $175
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
Prior to the Petition Date, the Debtors paid Donlin Recano
$18,219.15 in connection with prepetition services, and a retainer
in the amount of $25,000.
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 Armstrong Energy, Inc.
Armstrong Energy, Inc., through its 100% wholly owned subsidiary
Armstrong Coal Company, Inc., is a producer of steam coal in the
Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/--
controls over 565 million tons of proven and probable coal reserves
and operates five mines in Western Kentucky. Armstrong ships coal
to utilities via rail, truck and barge and has the capability to
provide low cost custom blend coal to fuel virtually any electric
power plant in the Midwest and Southeast regions of the nation. The
Company employs approximately 600 individuals on a full-time
basis.
Armstrong Energy and eight affiliates, including Armstrong Coal
Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead
Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that
would transfer assets to the Company's senior bondholders and
Knight Hawk Holdings, LLC, in exchange for a $90 million credit
bid.
As of June 30, 2017, Armstrong Energy had $308.95 million in total
assets, $435.3 million in total liabilities and a total
stockholders' deficit of $126.3 million.
The Hon. Kathy A. Surratt-States is the case judge.
The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel;
Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as
financial advisor; FTI Consulting, Inc., as restructuring advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody
MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial
advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority
shareholder Rhino Resource Partners Holdings LLC is represented by
Thompson & Knight LLP. Thoroughbred Resources, L.P., is
represented by Willkie Farr & Gallagher LLP.
ATD CAPITOL: Hires Shraiberg Landau as General Bankruptcy Counsel
-----------------------------------------------------------------
ATD Capitol, LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Shraiberg Landau &
Page, P.A., as general bankruptcy counsel to the Debtor.
ATD Capitol requires Shraiberg Landau to:
a. advise the Debtor generally regarding matters of
bankruptcy law in connection with the Bankruptcy Case;
b. advise the Debtor of the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, applicable
bankruptcy rules, including local rules, pertaining to the
administration of the Case and U.S. Trustee Guidelines
related to the daily operation of its business and
administration of the estate;
c. represent the Debtor in all proceedings before this Court;
d. prepare and review motions, pleadings, orders,
applications, adversary proceedings, and other legal
documents arising in the Case;
e. negotiate with creditors, prepare and seek confirmation of
a plan of reorganization and related documents, and assist
the Debtor with implementation of any plan; and
f. perform all other legal services for the Debtor, which may
be necessary.
Shraiberg Landau will be paid at these hourly rates:
Attorneys $225-$500
Legal Assistants $125
Prior to the filing of the petition, the Debtor provided Shraiberg
Landau with $3,000, and Capitol Supply, Inc., the Debtor's parent
company, provided Shraiberg Landau with $1,178.65 filing fee.
Shraiberg Landau will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Bradley Shraiberg, partner of Shraiberg Landau & Page, 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.
Shraiberg Landau can be reached at:
Bradley Shraiberg, Esq.
SHRAIBERG LANDAU & PAGE, P.A.
2385 NW Executive Center Drive, Suite 300
Boca Raton, FL 33431
Tel: (561) 443-0800
Fax: (561)998-0047
E-mail: bss@slp.law
About ATD Capitol, LLC
ATD Capitol, LLC was incorporated on Aug. 12 2015, and is in the
office and public building furniture business. ATD is an affiliate
of Capitol Supply, Inc., which sought bankruptcy protection on
Sept. 20, 2017 (Bankr. S.D. Fla. Case No. 17-21544).
ATD Capitol, LLC, based in Boca Raton, FL, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 17-22257) on October 9, 2017.
The Hon. Paul G. Hyman, Jr. presides over the case. Bradley
Shraiberg, Esq., at Shraiberg Landau & Page, P.A., 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 Robert J. Steinman, president.
ATIF INC: Committee Taps Bast Amron as Special Counsel
------------------------------------------------------
The official committee of unsecured creditors of ATIF, Inc. seeks
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to hire Bast Amron LLP as its special litigation counsel.
Bast Amron will investigate and prosecute claims against former
directors and officers of the Debtor. The firm will receive these
fees on a contingency basis:
(i) 30% contingency fee calculated as the product of the
total recoveries less all costs and expenses incurred
for investigating and prosecuting claims, and 30% if
the matter settles before a court ruling on a motion
to dismiss;
(ii) 35% contingency fee calculated as the product of the
total recoveries less all costs and expenses incurred
for investigating and prosecuting claims, and 35% upon
the filing of an answer or entry of an order denying a
motion to dismiss through the trial and any potential
appeal.
Brett Amron, Esq., disclosed in a court filing that his firm does
not have any interest adverse to the committee, the Debtor and its
estate.
The firm can be reached through:
Brett Amron, Esq.
Bast Amron LLP
1 SE 3rd Avenue
Miami, FL 33131
Phone: +1 305-379-7904
About ATIF Inc.
ATIF, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017. The
petition was signed by Gerard A. McHale, its chief executive
officer.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of $10 million to $50 million.
Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns
LLP serves as the Debtor's legal counsel. The Debtor hired Buell &
Elligett, P.A. as its special counsel.
On April 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Messana, P.A. as its bankruptcy counsel; and Becker & Poliakoff,
P.A. as its special counsel.
AVANT DIAGNOSTICS: Recurring Losses Raises Going Concern Doubt
--------------------------------------------------------------
Avant Diagnostics, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $10,886,987 on $91,533 of revenue for the
three months ended June 30, 2016, compared with a net loss of
$177,439 on $nil of revenue for the same period in 2015.
For the nine months ended June 30, 2016, the Company listed a net
loss of $11,319,275 on $91,533 of revenue, compared with a net loss
of $1,158,625 on $nil of revenue for the same period in the prior
year.
At June 30, 2016, the Company had total assets of $5.97 million,
total liabilities of $1.98 million, and $3.99 million in total
stockholders' equity.
Since inception, the Company has financed its operations primarily
through equity and debt financings and advances from related
parties. As of June 30, 2016, the Company had an accumulated
deficit of $21.0 million. During the nine months ended June 30,
2016 and 2015, the Company incurred net losses of $11.2 million and
$1.2 million, respectively, and used cash in operating activities
of $430,000 and $155,000, respectively. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/5a6ACw
About Avant Diagnostics
Avant Diagnostics, Inc., formerly American Liberty Petroleum Corp.,
is a medical diagnostic technology company. The Gaithersburg,
Md.-based Company focuses on the commercialization of a series of
microarray-based diagnostic tests that provide early detection of
cancers, neurodegenerative diseases, and other chronic and severe
disease states. The Company specializes in large panel biomarker
tests.
AVAYA INC: Fitch Assigns 'B' IDR Under Reorganization Plan
----------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'B(EXP)', with a Stable Outlook to Avaya Inc. under the
company's plan of reorganization. Fitch has also assigned ratings
to the debt offering considered under the plan, including a rating
of 'BB-/RR2(EXP)' to the secured first-lien term loan and a rating
of 'CCC+'/'RR6(EXP)' to the secured second-lien term loan. Fitch's
actions affect approximately $2.9 billion of debt.
KEY RATING DRIVERS
Post-Emergence Capital Structure: Avaya is expected to emerge from
bankruptcy with approximately $2.9 billion in debt, down from
approximately $6.1 billion at the time it sought protection in the
U.S. bankruptcy court under Chapter 11 in January 2017. The company
is expected to exit with approximately $2.4 billion of first-lien
debt and $500 million of second-lien debt. The company will also
have available a $300 million asset-backed loan (ABL) facility
($230 million available after letters of credit). At emergence
Avaya is expected to have $350 million in cash.
Pension Obligation Reduction: As part of the reorg, the company is
expected to shed approximately $0.9 billion in liabilities related
to certain domestic pensions. In addition to the pension obligation
reduction, the company will eliminate an estimated average of $60
million annually in minimum required pension contributions through
fiscal 2021. In return for the reduction in the pension
liabilities, the Pension Benefit Guarantee Corporation will receive
$340 million in cash and a 5.5% stake in the company.
Significant Leverage Reduction: Fitch estimates total leverage will
be reduced considerably, from 7.9x at the end of fiscal 2016 to
4.4x in fiscal 2018, the last reported period prior to the Chapter
11 filing. The reduction in debt and pension liability, as well as
the latter's minimum required contributions have materially
increased Avaya's financial flexibility.
Potential for Improved FCF Generation: On a pre-petition basis,
Avaya's FCF generation was relatively inconsistent over the
previous four fiscal years. FCF declined to $17 million in fiscal
2016 from $91 million for fiscal 2015. Fitch estimates FCF for
fiscal 2017 (ended Sept. 30, 2017) was in the $125 million-$175
million range and could average $250 million-$300 million annually
thereafter. Post-emergence FCF will benefit from the reduction in
cash interest expense due to lower debt and by the elimination of
an average of $60 million in estimated annual minimum required
pension contributions.
Business Restructuring: While in bankruptcy, Avaya sold its
networking business in a sale that closed in July 2017. The
networking business contributed approximate $251 million in revenue
in fiscal 2016, but was not a positive contributor to EBITDA.
Unified Communications Segment Challenges: From a revenue
perspective, the unified communications (UC) segment faces
challenges given the ongoing decline in revenue from legacy
hardware and endpoints (phones, desksets, etc.), which also affects
maintenance revenue. The relatively stable sales of NextGen
software partly mitigate the effects of the legacy revenue declines
within the UC segment.
Recurring Revenue from Service Contracts: Approximately 55% of
total revenue as of the LTM ending June 30, 2017 is derived from
service contracts with contract tenures of one to five years; for
fiscal third quarter 2017 (3Q17) it was 58%.
Broad Distribution Network: Avaya's indirect channel, with
approximately 6,300 partners at the end of fiscal 2017, extends the
company's sales reach to more than 180 countries worldwide.
Approximately 73% of total product revenue during the nine-month
period end ended June 30, 2017, was through indirect channels.
Diversified Revenue Base: Avaya's revenue base is diversified from
a customer, geographic and industry perspective. Avaya had more
than 130,000 customers in mid-2017, including 90% of the Fortune
100 companies. Approximately 46% of total revenue was generated
outside the U.S. during the same nine-month period.
Recovery Rating (RR) Assumptions: The recovery analysis assumes the
enterprise value of Avaya is maximized in a going-concern scenario
versus liquidation. Fitch contemplates a scenario in which default
may be caused by disappointing sales of the company's on-premise
Contact Center offering along with continued secular pressure in
UC. As a result, Avaya would likely invest in aggressive
development and roll-out of a reinvigorated cloud-based contact
center offering. Fitch believes the renewed strategy would result
in a revenue decline from the transition to subscription software
sales as well as EBITDA margin pressure from increased sales and
R&D investments. Under this scenario, Fitch estimates a
going-concern EBITDA of $500 million, which is approximately 25%
below LTM 3Q17 EBITDA of $666 million.
Fitch assumes Avaya will receive a going-concern recovery multiple
of 5x EBITDA under this scenario. The 5x multiple compares to the
expected bankruptcy exit multiple for Avaya of 8.1x, an M&A
multiple of 9.0x for Nokia's acquisition of Avaya peer
Alcatel-Lucent, as well as a median multiple of 8.0x for public
comparable companies including Cisco, Juniper, IBM and
Synchronoss.
Fitch assumes the $300 million secured ABL is to be fully drawn at
the time of default and a 10% administrative claim through a
restructuring. Fitch-forecasted going-concern EBITDA of $500
million and recovery multiple of 5.0x results in a
post-reorganization enterprise value of $2.25 billion, after the
deduction of expected administrative claims and the assumed ABL
drawn amount, resulting in 81% recovery for the $2.425 billion
first-lien senior secured term loan, which allows for notching of
+2 from the IDR of 'B(EXP)' to 'RR2' and a 9% recovery for the $500
million second-lien term loan, which allows for notching of -2 from
the IDR of 'B(EXP)' to 'RR6'.
DERIVATION SUMMARY
The global UC industry has historically exhibited moderate
concentration with the top three vendors, Cisco Systems, Inc.,
Avaya Inc. and Microsoft Corporation (AA+/Stable), maintaining a
55%-60% combined market share, while additional competitors
including Alcatel-Lucent (subsidiary of Nokia Corp.) and Mitel
Networks Corp. maintain high-single-digit market shares. Recent
trends such as the entry of cloud-based competitors as well as
hardware product commoditization have presented significant
challenges to these legacy UC vendors. Cisco consistently refers to
declining UC hardware sales in earnings discussions while
Alcatel-Lucent considers UC product as non-strategic. Microsoft has
largely been insulated from these pressures, having pursued a
differentiated approach that centers on integration of third-party
UC hardware into the company's enterprise software offerings. In
contrast, Avaya has experienced sharp declines for UC product
sales, to $1.2 billion in FY16, 27.4% below FY14. Management is
forecasting a continued decline of 16.4% per annum through FY20. As
a result, Avaya's market share among its immediate competitors has
declined from approximately 25% in 2010 to 15% in 2016.
The Contact Center (CC) market has similarly been dominated by the
leading vendors including Avaya, Cisco and Genesys
Telecommunications Laboratories Inc., which maintained a combined
market share of approximately 60%. The CC market has also been
disrupted by emerging trends including closer integration of
contact center functionality with CRM functions, as well as the
entry of cloud-based competitors. In contrast to the UC market,
legacy CC vendors have been able to avoid revenue pressure as
enterprise customers have continued to prefer traditional
on-premise solutions. However, cloud-based offerings have generated
strong growth in SMB and midmarket segments and are gradually
beginning to penetrate enterprise clients as well. This trend may
accelerate as demonstrated by Cisco's acquisition of cloud
contact-center provider, Broadsoft, Inc. Avaya's primarily
on-premise offerings have allowed the company to generate continued
CC product revenue growth of 3.4% per annum with management
forecasting growth of 4.6% per annum through FY20. However, lack of
cloud product has caused the company to miss out on higher growth
opportunities and presents a risk of eventual share loss to cloud
providers if cloud successfully penetrates enterprise segments.
Avaya's ratings reflect the company's historically strong market
position as a top-three provider in target markets in addition to
an improved credit profile with significantly reduced interest
expense and pension obligations upon emergence from Chapter 11. The
ratings are limited by secular challenges, rapid revenue decline
and market share loss in the UC segment, and uncertainties in CC
segment growth given lack of an aggressive cloud strategy.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
- Bankruptcy: Emergence from bankruptcy as contemplated under the
current Plan of Reorganization with a $300 million undrawn ABL,
a $2.425 billion senior secured first-lien term loan and a $500
million second-lien term loan;
- Revenue: $3 billion in FY17, consistent with management
forecasts; 10% decline in FY18 driven by rapid decline in UC
and reduced retention rates, partially offset by strong growth
in CC as emergence from bankruptcy releases pent-up demand; 6%
and 4% declines in FY19 and FY20, respectively, driven by
continued declines in UC, offset by improving retention rates
and 2% product growth in Contact Center segment due to lack of
cloud-based offering;
- Margins: EBITDA margin range of 23%-25% driven by increased
investment in cloud offerings leading to reduced gross margins
and increased R&D spend, partially offset by cost reductions in
SG&A;
- Capex: Capital intensity of 3% due to investment in hosted
infrastructure;
- Debt: Cumulative debt repayments of $460 million in FY18-FY20
due to excess cash flow sweep provision and term loan
amortization.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Improvement in the outlook for revenues for the company
including positive revenue growth, expansion of margins due to
continued cost reduction efforts and success in newer market
areas, including cloud services.
- Strong FCF with FCF margins in the low double-digits.
- Leverage below 4x
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Continued deterioration in revenue expectations beyond the
forecast horizon, combined with margin pressure.
- Leverage sustained above 5.5x.
LIQUIDITY
Adequate Liquidity on Emergence: Fitch expects Avaya to have
adequate liquidity on emergence from bankruptcy. The plan calls for
the company to emerge with $350 million in cash and an undrawn $300
million ABL facility. Fitch estimates an FCF range of $250
million-$300 million in FY2018. As an outcome of the bankruptcy
process, approximately $170 million in cash flow savings will arise
from lower interest expense and, to a lesser extent, reduced
pension costs.
The proposed debt structure, in addition to the revolving credit
facility, includes a $2.425 billion new first-ien term loan that
has a 7-year maturity and it will amortize at 1% annually. There
will also be $500 million of new second-lien notes, with a term in
the 7.5-8-year range.
Near-term maturities are nominal and consist of the approximately
$24 million of annual amortization on the $2.425 billion first-lien
term loan.
Total funded debt and committed capacity expected under the plan of
reorganization is expected to consist of:
-- $300 million ABL due 2022, to be undrawn at close;
-- $2.425 billion senior secured first-lien term loan due 2024;
and
-- $500 million secured second-lien term loan due 2025.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings:
Avaya Inc.
-- Long-Term Issuer Default Rating (IDR) of 'B(EXP)'; Outlook
Stable;
-- Senior secured first lien rating of 'BB-/RR2(EXP);
-- Secured second lien rating of 'CCC+/RR6(EXP).
B E R PRECISION: Dec. 4 Evidentiary Hearing on Plan and Disclosures
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas conditionally approved B E R Precision, Inc.'s
disclosure statement to accompany its plan of reorganization.
Nov. 24, 2017, at 5:00 p.m. (Central Time) is the deadline for
filing ballots accepting or rejecting the Plan.
Nov. 24, 2017, at 5:00 p.m. (Central Time) is the deadline for
filing and serving written objections to confirmation of the Plan.
The Court will conduct an evidentiary hearing in Courtroom 400, 4th
Floor, United States Courthouse, 515 Rusk, Houston, Texas 77002 to
consider final approval of the Disclosure Statement and
confirmation of the Plan on Dec. 4, 2017, at 3:00 p.m. (Central
time).
B E R Precision, Inc. filed for Chapter 11 protection (Bankr. S.D.
Tex. Case No. 17-34371) on July 19, 2017, and is represented by
Larry A. Vick, Esq.
B N EMPIRE: Has Court's Final Nod to Use Cash Collateral
--------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has entered a final order authorizing B N
Empire, LLC, to use cash collateral.
The Debtor will timely perform all obligations of a
debtor-in-possession required by the U.S. Bankruptcy Code, Federal
Rules of Bankruptcy Procedure, and the orders of the Court. The
Debtor will provide Secured Creditor with replacement liens against
cash collateral to the same extent and with the same validity and
priority that existed prepetition.
Additionally, the Debtor will:
a. pay monthly adequate protection payments to Sherwood Forest
of Temple Terrace, Inc., by making monthly interest only payments
in the amount of $17,046.30 starting Oct. 1, 2017, until further
court order;
b. deposit one-twelfth of its anticipated, annual ad valorem
property taxes on a monthly basis, commencing with the September
2017 (which payment has been paid), into a segregated
Debtor-in-Possession Property Tax Account, from which no funds may
be withdrawn without the prior written consent of the Secured
Creditor or an order of the Court; and
c. file a Disclosure Statement and Chapter 11 Plan within 90
days from the petition date, or Dec. 5, 2017.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
A copy of the Order is available at:
http://bankrupt.com/misc/flmb17-07841-47.pdf
About B N Empire
B N Empire, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 17-07841) on Sept. 5, 2017. In its petition,
the Debtor estimated $1 million to $10 million in assets and $1
million to $10 million in liabilities. The petition was signed by
Rajesh Bahl, its manager. Johnson Pope Bokor Ruppel & Burns, LLP,
is the Debtor's counsel.
B N EMPIRE: Hires Punwani as Accountant
---------------------------------------
B N Empire, LLC, seeks authority from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Ameet A. Punwani, PA, as
accountant to the Debtor.
B N Empire, LLC requires Punwani to assist the Debtor in preparing
the Federal U.S. Income Tax Returns, and provide related accounting
work.
Punwani will be paid $2,500 for the accounting works. Punwani will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Ameet A. Punwani, member of Ameet A. Punwani, PA, 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.
Punwani can be reached at:
Ameet A. Punwani
AMEET A. PUNWANI, PA
2607 Windguard Circle, Suite 101
Wesley Chapel, FL 33544
Tel: (813) 386-3144
About B N Empire, LLC
B N Empire, LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 17-07841) on September 5, 2017. Johnson Pope Bokor
Ruppel & Burns, LLP represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Rajesh Bahl, its manager.
BAY THREE: Taps Bielat Santore as Auctioneer
--------------------------------------------
Bay Three Limited, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire an auctioneer.
The Debtor proposes to employ Bielat Santore & Company in
connection with the sale of its liquor license, and pay the firm a
5% commission, plus costs from the sale.
Barry Bielat, a real estate broker employed with Bielat Santore,
disclosed in a court filing that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Barry Bielat
Bielat Santore & Company
201 Main Street
Allenhurst, NJ 07711
Tel: 732-531-4200
Fax: 732-531-4140
Email: info@123bsc.com
About Bay Three
Bay Three Ltd., Inc., sought Chapter 11 protection (Bankr. D. N.J.
Case No. 12-15866) on March 7, 2012. The Debtor estimated assets
of $130,705 and $2,115,744 in debt. The petition was signed by
Anthony Baiamonte, III, president. Judge Michael B. Kaplan is
assigned to the case. Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver serves as the Debtor's counsel.
BEAULIEU GROUP: Sale of All Assets of EFL and PSH for $90M Approved
-------------------------------------------------------------------
Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia authorize the private sale by Beaulieu
Group, LLC ("BGL"), and its affiliates of substantially all assets
of BGL to Engineered Floors, LLC ("EFL") and EFL's affiliate, Pentz
Street Holdings, LLC ("PSH"), for $90,000,000.
The sale is free and clear of liens, claims and encumbrances of any
kind or nature whatsoever.
Other than funds required to cause Payment in Full at Closing of
all of the ABL Obligations as authorized by the Order and the
Agreement, and payment to the holder of any undisputed ad valorem
property tax claim asserting a Lien against the Purchased Property,
absent further order of the Court, no payment will be made with
respect to any Lien asserted against the net proceeds of sale by
any creditor, including, without limitation, Cygnets and CT
Lender.
Subject to the terms of the Agreement and the occurrence of the
Closing Date, the assumption by the Debtors of the Assigned
Contracts and the sale and assignment of such Assigned Contracts to
the Purchaser, as provided for or contemplated by the Agreement,
be, and is, authorized and approved.
Notwithstanding anything to the contrary in the Order or the
Agreement, the Cure Costs with respect to the Assigned CEEA Leases
will be the sole responsibility of BGL and will be satisfied as
follows: (i) at the Closing, CEEA, LLC will be paid by BGL
$2,000,000 from the net sales proceeds remaining after the ABL
Agent has received Payment in Full of the ABL Obligations; and (ii)
CEEA, LLC will have an allowed general, unsecured claim in the
Bankruptcy Case in the amount of $5,398,264. CEEA, LLC will have
no other claims in the Bankruptcy Case.
The following executory contracts of BGL were added to Schedule
2.1(f) to the Agreement as proposed Assigned Contracts on Oct. 27,
2017, as part of the First Amendment: (i) contract for cellular
service with Cellco Partnership, doing business as Verizon
Wireless, with a proposed Cure Cost of $0, and (ii) contract for
cellular service with AT&T Corp. AT&T Mobility National Accounts,
LLC, with a proposed Cure Cost of $0.
Notwithstanding anything to the contrary in the Order, the
provisions of the Order approving the assumption and assignment to
the Purchaser of the Added Contracts and establishing a Cure Cost
of $0 each such contract will be subject to objection as follows:
promptly following entry of the Order, the Debtors will serve a
copy of the First Amendment and the Order on Verizon and AT&T by
first class mail and file a certificate of service with respect
thereto. Verizon and AT&T will each have 15 days from the date of
entry of the Order to file an objection to the assumption and
assignment of its Added Contract with BGL and the proposed Cure
Cost relating thereto, and serve a copy of such objection on
counsel for the Debtors.
If any such objection is timely filed, then the Court will schedule
a further hearing to consider the objection upon notice to counsel
for the Debtors, counsel for the Committee and counsel for the
Purchaser, in which event the Debtors will only be permitted to
assume and assign the Added Contract which is the subject of the
objection upon further order of the Court.
At Closing, Purchaser will pay to Bank of America, N.A., in its
capacities as Pre-Petition ABL Agent and DIP Agent (in both
capacities), by wire transfer of immediately available funds, the
aggregate amount required to cause Payment in Full of all of the
ABL Obligations as listed in the Payoff Letter executed and
delivered by Agent to the Debtors. Each Debtor is authorized to
execute and
deliver the Payoff Letter, including, without limitation, releases
of claims in favor of the ABL Loan Parties and agreements relating
to letters of credit, bank accounts, or ancillary obligations that
are contingent or may remain outstanding after Closing by express
agreement of the parties.
Payment of the ABL Obligations to the Pre-Petition ABL Credit
Parties and the DIP Credit Parties will not be subject to purchase
price adjustments, reallocation, disgorgement, refund, rebate or
return, and each of the ABL Loan Parties is authorized to receive
and apply, and will be entitled to retain forever, all funds at any
time paid by any of the Debtor or the Purchaser to or for the
benefit of any of them on account of any of the ABL Obligations.
Notwithstanding the bar date order entered by the Court on Sept.
20, 2017, or any similar order, none of the ABL Loan Parties will
be required to file any proof of claim or request for allowance of
an administrative expense claim on account of any of the ABL
Obligations. In addition, at Closing, all of the obligations of
the ABL Loan Parties arising out of or relating to the Carve-Out
will be deemed to have been fully satisfied and released.
Mohawk's Response and Objection to the Sale Motion is resolved as
follows: The Debtors acknowledge and agree that $2,500,000 of the
net proceeds from the sale of the Purchased Property approved by
the Order will be held by the Debtors in the Escrow Account for the
benefit of Mohawk pending a determination by the Court of the term
"reasonable value" as used in the Assumption Order.
No later than five business days after the date on which the
Valuation Order determining the reasonable value of the Bridgeport
Looms has become "final," the Debtors will pay to Mohawk from the
Escrow Account the amount specified in the Valuation Order. All
other amounts remaining in the Escrow Account (if any), will be
paid to the Debtors, whereupon the Escrow Account will be closed.
With respect to the Limited Objection to the Sale Motion filed by
EHIM, the security deposit held by EHIM will not be sold or
transferred to the Purchaser and will remain unaffected by the sale
contemplated in the Sale Motion, and EHIM will retain any and all
of its rights and interests therein notwithstanding such sale.
Notwithstanding Bankruptcy Rules 6004, 6006, and 7062, the Order
will be effective and enforceable immediately upon entry and its
provisions will be self-executing.
About Beaulieu Group
Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens,
Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a
privately-owned American company that manufactures and distributes
high-end quality products in carpet, engineered hardwood, laminate
and luxury vinyl. Beaulieu Group has 2,500 full- and part-time
hourly and salaried employees.
Beaulieu Group, LLC, along with the two other affiliates, filed
voluntary petitions seeking relief under the provisions of Chapter
11 of the United States Bankruptcy Code (Bankr. N.D. Ga. Lead Case
No. 17-41677) on July 16, 2017. The cases are pending before the
Honorable Judge Mary Grace Diehl.
Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel.
McGuireWoods is the special corporate counsel and Armory Strategic
Partners is the restructuring advisor. American Legal Claim
Services, LLC, is the claims and noticing agent.
An official committee of unsecured creditors has been appointed in
the Debtors' cases.
BENNU TITAN: Trustee's Sale of All Assets to Statoil for $100M OK'd
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Gerald H. Schiff, Trustee of Bennu
Titan, LLC, formerly known as ATP Titan, LLC, to sell substantially
all of the assets of the Debtor, including the Titan platform and
the export pipelines, to Statoil USA E&P, Inc., for $l00,000,000
plus assumption of certain liabilities.
The Asset Purchase Agreement and all of its other terms and
conditions and all other ancillary documents, and the Sale are
approved in all respects, except that the Debtor may transfer the
Original ROWs only if such Original ROWs are deemed by the Bureau
of Safety & Environmental Enforcement ("BSEE") or the Interior
Board of Land Appeals ("IBLA") to not have terminated or expired,
in which case, such transfer will be subject to BSEE's consent
rights as set forth in the Sale Order.
The sale is free and clear of all Encumbrances.
To the extent that the Debtor's IBLA Appeal of Orders ("BSEE
Orders") dated March 3, 2017, from BSEE declaring the Original ROWs
to be terminated are not dismissed or withdrawn or the IBLA does
not determine that the Original ROWs are terminated or expired, any
assumption, assignment and/or transfer of any interests in the
Original ROWs will be ineffective absent the consent of the
Department of the Interior. In order to obtain the consent of
Interior to any assumption, assignment and/or transfer of the
Original ROWs, the Debtor and the Purchaser, as proposed assignee,
must comply with 30 C.F.R. Section 250.1018 and any and all
existing and currently known defaults under the Original ROWs must
be cured or the Purchaser, as proposed assignee must provide
adequate assurance that all such defaults will be promptly cured.
Any amounts that become payable by the Chapter 11 Trustee or the
Debtor to the Purchaser pursuant to the Section 6.02 of the Asset
Purchase Agreement (or any related agreements executed in
connection therewith) (i) will constitute allowed administrative
expenses of the Debtor's estate, and (ii) will be paid by the
Chapter 11 Trustee in the time and manner provided for in the Asset
Purchase Agreement (and such related agreements) without further
Court order.
Notwithstanding the provisions of Bankruptcy Rules 6004(h),
6006(d), or 7062, any stay of the Sale Order is waived and
abrogated and the Sale Order will be effective and enforceable
immediately upon entry and will not be stayed. Time is of the
essence in closing the Sale and the Chapter 11 Trustee and the
Purchaser intend to close the Sale as soon as practicable.
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Bennu_Titan_304_Order.pdf
The Purchaser:
STATOIL USA E&P, INC.
Attn: Thomas Gottsegen
2107 City West Blvd.
Houston, TX 77002
E-mail: thgo@statoil.com
The Purchaser is represented by:
Michael Rubenstein, Esq.
LISKOW & LEWIS
1001 Fannnin, Suite 1800
Houston, TX 77002
E-mail: mdrubenstein@liskow.com
About Bennu Titan
Bennu Titan LLC, formerly known as ATP Titan LLC, is part of a
business enterprise engaged in the acquisition, exploration,
development, and production of oil and natural gas properties in
the Gulf of Mexico. It is a limited liability company formed in
May 2010 as a special purpose vehicle with one member, Bennu Titan
Holdco LLC. Bennu Holdco has one member, Bennu Oil & Gas, LLC
("Bennu O&G"); and Bennu O&G has one member, Bennu Holdings, LLC
("Bennu Holdings").
Bennu Titan owns a multi-column, deep draft, floating drilling and
production platform commonly known as Titan as well as two oil and
gas export pipelines and related rights of way.
Beal Bank USA and CLMG Corp. filed an involuntary Chapter 11
petition against Texas-based offshore drilling firm Bennu Titan LLC
f/k/a ATP Titan LLC (Bankr. D. Del. Case No. 16-11870) on Aug. 11,
2016. The court entered an order for relief on Sept. 9, 2016.
The Debtor is represented by William P. Bowden, Esq., at Ashby &
Geddes, P.A. The petitioning creditors are represented by Michael
J. Farnan, Esq., and Joseph J. Farnan, Esq., at Farnan LLP and
Thomas E. Lauria, Esq., at White & Case LLP.
On Nov. 21, 2016, the U.S. Trustee nominated Gerald H. Schiff to
serve as the Chapter 11 Trustee and moved for an order approving
his appointment. On Nov. 23, 2016, the Court entered an order
approving Mr. Schiff's appointment.
The Chapter 11 Trustee tapped Sullivan Hazeltine Allison LLC and
Kelly Hart Pitre as bankruptcy counsel, and Gordon, Arata,
McCollam, Duplantis & Eagan, LLC, as special regulatory and oil and
gas counsel.
No official committee of unsecured creditors has been appointed.
Bennu Oil & Gas, LLC and affiliates filed voluntary Chapter 7
petitions (Bankr. S.D. Tex. Case No. 16-35930) on Nov. 30, 2016.
The Hon. David R. Jones presides over the case. The Chapter 7
Trustee is Janet S. Casciato-Northrup, Esq., at Hughes Watters and
Askanase.
BESTWALL LLC: Case Summary & 25 Asbestos Claimants Law Firms
------------------------------------------------------------
Debtor: Bestwall LLC
fka Georgia-Pacific LLC,
a Texas limited liability company
fka Georgia-Pacific LLC, a North Carolina limited
liability company
100 Peachtree Street, N.W.
Atlanta, GA 30303
Type of Business: Bestwall LLC, a North Carolina entity, holds the
equity of another North Carolina entity, GP
Industrial Plasters LLC, which operates an
industrial plasters business. Bestwall also
owns certain land in North Carolina and has cash
and a funding arrangement with Georgia-Pacific.
Bestwall was created in an internal corporate
restructuring and now holds asbestos
liabilities. Bestwall's asbestos liabilities
relate primarily to joint systems products
manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965.
The former Bestwall Gypsum entity manufactured
joint compounds containing small amounts of
chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.
Georgia-Pacific, through its domestic and
foreign subsidiaries, manufactures and sells
tissue, pulp, paper, packaging and building
products.
http://www.Bestwall.com/
Case No.: 17-31795
Chapter 11
Petition Date: November 2, 2017
Court: United States Bankruptcy Court
Western District of North Carolina
(Charlotte)
Judge: Hon. Laura T. Beyer
Debtor's
Bankruptcy
Counsel: Gregory M. Gordon, Esq.
Daniel B. Prieto, Esq.
JONES DAY
2727 North Harwood Street, Suite 500
Dallas, Texas 75201
Tel: (214) 220-3939
Fax: (214) 969-5100
E-mail: gmgordon@jonesday.com
dbprieto@ jonesday.com
- and -
Jeffrey B. Ellman, Esq.
Brad B. Erens, Esq.
JONES DAY
1420 Peachtree Street, N.E., Suite 800
Atlanta, Georgia 30309
Tel: (404) 581-3939
Fax: (404) 581-8330
E-mail: jbellman@jonesday.com
bberens@ jonesday.com
Debtor's
Local
Bankruptcy
Counsel: Garland S. Cassada, Esq.
David M. Schilli, Esq.
Andrew W.J. Tarr, Esq.
ROBINSON, BRADSHAW & HINSON, P.A.
101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246
Tel: (704) 377-2536
Fax: (704) 378-4000
E-mail: gcassada@robinsonbradshaw.com
dschilli@robinsonbradshaw.com
atarr@robinsonbradshaw.com
Debtor's
Special
Litigation
Counsel for
Medicine
Science
Issues: Katrina Colwell Arp, Esq.
Susan D. Ashmore, Esq.
Laurie A. Fay, Esq.
Erin A. Therrian, Esq.
SCHACHTER HARRIS, LLP
2300 Plaza of the Americas
600 North Pearl Street
Dallas, TX 75201
- and -
Raymond Paul Harris, Jr., Esq.
Cary Ira Schachter, Esq.
SCHACHTER HARRIS LLP
220 Canal Centre
400 E. Las Colinas Blvd.
Irving, TX 75039
Tel: 214-999-5700
Fax: 214-999-5747
E-mail: rharris@schachterharris.com
cschachter@schachterharris.com
Debtor's
Special
Counsel for
Asbestos
Matters: KING & SPALDING
Debtor's
Asbestos
Consultants: BATES WHITE, LLC
Debtor's
Claims &
Noticing
Agent: DONLIN RECANO LLC
https://www.donlinrecano.com/Clients/bw/Index
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $500 million to $1 billion
The petition was signed by Joel J. Mercer, Jr., chief legal officer
and secretary.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ncwb17-31795.pdf
List of 25 Law Firms With the Most Significant Representations of
Asbestos Claimants:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Law Offices of Peter G. Angelos, Asbestos Unliquidated
PC Personal Injury
100 N. Charles Street
Baltimore, MD 21201
Armand Volta
Tel: (410) 649-2000
Email: avolta@lawpga.com
Baron & Budd, PC Asbestos Unliquidated
3102 Oak Lawn Avenue Personal Injury
Dallas, TX 75219
Steve Baron
Tel: (214) 521-3605
Email: sbaron@baronbudd.com
Belluck & Fox, LLP Asbestos Unliquidated
546 Fifth Avenue Personal Injury
New York, NY 10036
Joe Belluck
Tel: (212) 681-1575
Email: jbelluck@belluckfox.com
Brayton Purcell LLP Asbestos Unliquidated
222 Rush Landing Road Personal Injury
Novato, CA 94948
David Donadio
Tel: (415) 898-1555
Email: ddonadio@braytonlaw.com
Cooney & Conway Asbestos Unliquidated
120 North Lasalle Street Personal Injury
Chicago, IL 60602
Bill Fahey
Tel: (888) 905-2912
Email: bfahey@cooneyconway.com
Early, Lucarelli, Sweeney & Asbestos Unliquidated
Meisenkothen LLC Personal Injury
One Century Center, 11th Floor
New Haven, CT 06508
Lindalea Ludwick
Tel: (203) 777-7799
Email: lpl@elslaw.com
The Ferraro Law Firm, PA Asbestos Unliquidated
600 Brickell Avenue Personal Injury
Miami, FL 33131
David Jagolinzer
Tel: (305) 547-9800
Email: daj@ferrarolaw.com
Gori, Julian & Associates, PC Asbestos Unliquidated
156 North Main Street Personal Injury
Edwardsville, IL 62025
Randy L. Gori
Tel: (618) 659-9833
Email: randy@gorijulianlaw.com
Kazan, McClain, Satterley & Asbestos Unliquidated
Greenwood, PLC Personal Injury
55 Harrison Street, Suite 400
Oakland, CA 94607
David McClain
Tel: (877) 995-6372
Email: dmcclain@kazanlaw.com
Lanier Law Firm Asbestos Unliquidated
6810 FM 1960 West Personal Injury
Houston, TX 77069
W. Mark Lanier
Tel: (713) 659-5200
Fax: (713) 659-2204
Levin Simes LLP Asbestos Unliquidated
44 Montgomery Street Personal Injury
32nd Floor
San Francisco, CA 94104
Laurel Simes
Tel: (415) 426-3000
Email: llsimes@levinsimes.com
Levy Konigsberg LLP Asbestos Unliquidated
800 Third Avenue Personal Injury
New York, NY 10022
Robert I. Komitor
Tel: (212) 605-6200
Fax: (212) 605-6290
Lipsitz & Ponterio, LLC Asbestos Unliquidated
424 Main Street, Suite 1500 Personal Injury
Buffalo, NY 14202
John N. Lipsitz
Tel: (716) 849-0701
Fax: (716) 849-0708
Maune Raichle Hartley French Asbestos Unliquidated
& Mudd, LLC Personal Injury
1015 Locust Street, Suite 1200
St. Louis, MO 63101
Christian Hartley
Tel: (866) 234-7997
Email: chartley@mrhfmlaw.com
Motley Rice LLC Asbestos Unliquidated
28 Bridgeside Blvd. Personal Injury
Mount Pleasant, SC 29465
Joseph F. Rice
Tel: (843) 216-9000
Email: jrice@motleyrice.com
Napoli Shkolnik PLLC Asbestos Unliquidated
1301 Avenue of the Americas Personal Injury
10th Floor
New York, NY 10019
Paul J. Napoli
Tel: (212) 397-1000
Email: pnapoli@napolilaw.com
Law Offices of Peter T. Nicholl Asbestos Unliquidated
36 South Charles St., Suite 1700 Personal Injury
Baltimore, MD 21201
Mike Edmonds
Tel: 410-244-7005
Email: medmonds@nicholllaw.com
O'Brien Law Firm, PC Asbestos Unliquidated
815 Geyer Avenue Personal Injury
St. Louis, MO 63104
Andrew O'Brien
Tel: (314) 588-0558
Email: obrien@obrienlawfirm.com
Shrader & Associates, L.P. Asbestos Unliquidated
3900 Essex Lane, Suite 390 Personal Injury
Houston, TX 77027
Justin Shrader
Tel: (713) 338-9094
Fax: (713) 571-9605
Simmons Hanly Conroy LLC Asbestos Unliquidated
One Court Street Personal Injury
Alton, IL 62002
Michael J. Angelides
Tel: (618) 259-2222
Email: mangelides@simmonsfirm.com
Simon Greenstone Panatiere Asbestos Unliquidated
Bartlett, PC Personal Injury
3232 McKinney Ave., Suite 610
Dallas, TX 75204
Jeffrey B. Simon
Tel: (214) 276-7680
Email: jsimon@sgpblaw.com
SWMW Law, LLC Asbestos Unliquidated
701 Market Street, No. 1575 Personal Injury
St. Louis, MO 63101
Ben Schmickle
Tel: (314) 480-5180
Email: ben@swmwlaw.com
Waters & Kraus, LLP Asbestos Unliquidated
3141 Hood Street Personal Injury
Dallas, TX 75219
Peter A. Kraus
Tel: (214) 357-6244
Fax: (214) 357-7252
Weitz & Luxenberg, PC Asbestos Unliquidated
700 Broadway Personal Injury
New York, NY 10003
Charles Ferguson
Tel: (212) 558-5500
Email: cferguson@weitzlux.com
Law Offices of Paul A. Weykamp Asbestos Unliquidated
16 Stenerson Lane Personal Injury
Hunt Valley, MD 21030
Paul Weykamp
Tel: 410-584-0660
Fax: 410-584-1005
BESTWALL LLC: Put by Koch in Chapter 11 Due to Asbestos Claims
--------------------------------------------------------------
Koch Industries Inc. has put Bestwall LLC, a division of its
Georgia-Pacific unit, in Chapter 11 bankruptcy to address what it
says is an ongoing onslaught of lawsuits by mesothelioma victims
who attribute their disease to asbestos-containing drywall
compound.
"The Debtor has sought bankruptcy protection to fairly, finally and
equitably resolve present and future asbestos claims against it.
Although the Debtor has resolved asbestos claims in the tort system
for over 40 years, the burden of the litigation only worsens -- and
no end is in sight. Despite its limited use decades ago of
chrysotile asbestos, Bestwall continues to be overwhelmed by
claims," Garland S. Cassada, Esq., at Robinson, Bradshaw & Hinson,
P.A., counsel to debtor Bestwall LLC, said in bankruptcy court
filings.
Bestwall LLC was created in an internal corporate restructuring and
now holds asbestos liabilities. Bestwall's asbestos liabilities
relate primarily to joint systems products manufactured by Bestwall
Gypsum Company, a company acquired by Georgia-Pacific in 1965. The
former Bestwall Gypsum entity manufactured joint compounds
containing small amounts of chrysotile asbestos; the manufacture of
these asbestos-containing products ceased in 1977. Koch
Industries, Inc., acquired Georgia-Pacific in 2005.
Tyler L. Woolson, Vice President and CRO of Bestwall LLC, explains
that the Debtor and its predecessor, Georgia-Pacific Corporation,
formerly Georgia-Pacific LLC ("Old GP"), have faced hundreds of
thousands of asbestos-related lawsuits dating back to at least
1979. Overall, the Debtor and Old GP have spent $2.9 billion over
the last nearly 40 years, defending and resolving more than 430,000
personal injury lawsuits relating to alleged asbestos exposure.
The Debtor and Old GP have paid more than $2 billion of that amount
out of pocket (that is, net of insurance) and Old GP had become one
of the most frequently sued defendants in asbestos litigation. As
of Sept. 30, 2017, there are approximately 64,000 asbestos-related
claims pending against the Debtor in nearly every state and certain
territories of the United States, including approximately 22,000
that are being actively litigated and approximately 13,300 claims
pending on inactive dockets in various jurisdictions. The Debtor
expects that thousands of additional claims will be filed or
asserted against it every year for decades to come.
During the 2012 to 2016 time period, Old GP incurred
asbestos-related defense and indemnity costs of approximately $160
million a year on average. During the past two full years, total
costs were the highest in over a decade -- approximately $184
million in 2015 and $174 million in 2016 -- and, through October 31
of this year, Old GP and the Debtor's total costs were
approximately $200 million.
Mr. Woolson avers that the exodus from the tort system by
co-defendants continues to exacerbate the situation.
Significantly, most, if not all, of the other significant joint
compound manufacturers already have filed for bankruptcy to resolve
their asbestos liabilities. These current or former competitors
include National Gypsum Company, The Flintkote Company, United
States Gypsum Company, Bondex International, Inc. and, most
recently, Kaiser Gypsum Company. This left the Debtor as the last
major joint compound maker remaining in the tort system.
The asbestos litigation and its attendant financial burdens are
projected to continue through at least 2050. At this point, the
Debtor can only assume that its future in the tort system, like the
past, will be substantially worse than even the most conservative
projections.
All these factors, and the prospect of even higher costs in the
tort system for decades to come, prompted the Debtor's
consideration of a chapter 11 filing, Mr. Woolson tells the Court.
Debtor's History
In 1965, Georgia-Pacific Corporation, formerly Georgia-Pacific LLC
("Old GP") acquired Bestwall Gypsum Co., a Maryland corporation
("Old Bestwall"). Following the Old Bestwall acquisition, Old GP
continued to expand its businesses.
In December 2005, Koch Industries, Inc., acquired Old GP, then a
publicly traded company, and Old GP became a wholly-owned
subsidiary of Georgia-Pacific Holdings, LLC, a Delaware limited
liability company ("GP Holdings").
On Dec. 29, 2006, Old GP, then a Georgia corporation, converted
into a Delaware corporation, and on Dec. 31, 2006, Old GP, then a
Delaware corporation, converted into Georgia-Pacific LLC.
On July 31, 2017, Old GP underwent a corporate restructuring. As a
result of that restructuring, Old GP ceased to exist and two new
entities were created, each as a direct wholly owned subsidiary of
GP Holdings:
(a) the Debtor in this case, which received certain of Old
GP's assets related to the historical Bestwall Gypsum business and
became solely responsible for certain liabilities of Old GP,
including any asbestos-related liabilities of Old GP (other than
those liabilities for which the exclusive remedy is provided under
a workers' compensation statute or similar laws), and the defense
and resolution of claims and lawsuits asserting those liabilities;
and
(b) Georgia-Pacific LLC ("New GP"), which received all other
assets of Old GP and became solely responsible for all other
liabilities of Old GP.
Following the restructuring, both the Debtor and New GP were named
Georgia-Pacific LLC, with the Debtor being a North Carolina limited
liability company and New GP being a Delaware limited liability
company. Effective Nov. 1, 2017, to avoid confusion that might
arise from the shared name upon commencement of this case, the
Debtor changed its name from Georgia-Pacific LLC to Bestwall LLC.
Non-debtor GP Holdings is the direct parent of the Debtor as well
as nondebtor New GP.
New GP, through its domestic and foreign subsidiaries, manufactures
and sells tissue, pulp, paper, packaging and building products.
The Debtor's non-debtor subsidiary GP Industrial Plasters LLC,
("PlasterCo"), together with its wholly owned subsidiaries Blue
Rapids Railway Company LLC ("BRRC") and Industrial Plasters Canada
ULC ("PlasterCo Canada"), develops, manufactures, sells and
distributes gypsum plaster products, including gypsum floor
underlayment, industrial plaster, metal casting plaster, industrial
tooling plaster, dental plaster, medical plaster, arts and crafts
plaster, pottery plaster and general purpose plaster. PlasterCo
owns or leases three operating facilities, which are located in
Blue Rapids, Kansas; Las Vegas, Nevada; and Camden, New Jersey.
PlasterCo's subsidiary BRRC operates a short line railway
associated with PlasterCo's Blue Rapids, Kansas facility.
PlasterCo's subsidiary PlasterCo Canada holds certain assets for
the benefit of the plaster business that are located in Canada.
2017 Corporate Restructuring
Old GP completed the July 31, 2017 internal corporate restructuring
for two primary reasons:
(a) Separate and align its business of managing and defending
asbestos-related claims with the assets and team of individuals
primarily related to or responsible for such claims; and
(b) Provide additional optionality regarding potential
alternatives for addressing those claims in the future, including
through the commencement of a chapter 11 reorganization proceeding
to utilize Section 524(g) of the Bankruptcy Code without subjecting
the entire Old GP enterprise to chapter 11.
The Debtor became the sole entity responsible for Old GP's
asbestos-related claims (other than claims for which the exclusive
remedy is provided under a workers' compensation statute or similar
laws). In addition, the Debtor received, among others, these
assets:
(a) Three bank accounts and approximately $32 million in
cash;
(b) All contracts of Old GP related to its asbestos-related
litigation, including settlement agreements, service contracts,
engagement and retention contracts and two insurance policies with
minimal amounts of potential coverage that were issued by insurers
that are in insolvency proceedings;
(c) The Mt. Holly Land and the rights as lessor under the Mt.
Holly Lease;
(d) All equity interests in PlasterCo;
(e) Causes of action that relate to the assets and liabilities
allocated to the Debtor;
(f) Records exclusively relating to the assets and liabilities
allocated to the Debtor; and
(g) Privileges relating to these matters.
Pursuant to the divisional merger, all other assets and liabilities
of Old GP were allocated to New GP, with ownership of such other
assets vesting in New GP and New GP becoming the sole obligor for
such other liabilities.
According to the Debtor's CRO, the 2017 Corporate Restructuring was
carefully designed to ensure that the Debtor has the same ability
to fund asbestos claims that Old GP had.
To that end, the Debtor received the equity of PlasterCo, which we
project will generate approximately $14 million in EBITDA in 2018
and approximately $18 million in the years thereafter. Based on a
valuation analysis, the Debtor believes that PlasterCo and its
subsidiaries have a value of approximately $145 million, including
cash on hand. In addition, as part of the 2017 Corporate
Restructuring, the Debtor received $32 million in cash and entered
into the Funding Agreement with New GP.
Significantly, the Funding Agreement is not a loan agreement.
Instead, without any corresponding repayment obligation by the
Debtor, it requires New GP to provide funding to pay for all costs
and expenses of the Debtor incurred in the normal course of its
business either (a) in the absence of a bankruptcy case or (b)
during the pendency of any chapter 11 case, including the costs of
administering the chapter 11 case, in both cases to the extent that
any cash distributions received by the Debtor from its subsidiaries
are insufficient to pay such costs and expenses. In addition, and
again in the absence of any corresponding
repayment obligation by the Debtor, the Funding Agreement requires
New GP to fund any amounts necessary or appropriate to satisfy the
Debtor's asbestos-related liabilities in the absence of a
bankruptcy case and also obligates New GP, in the event of a
chapter 11 filing, to provide the funding for a Section 524(g)
asbestos trust in the amount required by a confirmed plan of
reorganization for the Debtor, again in both cases to the extent
that the Debtor's assets are insufficient to provide the requisite
trust funding.
To ensure that the Debtor has access to services necessary to the
effective operation of its businesses, in connection with the 2017
Corporate Restructuring, the Debtor and New GP entered into a
services agreement pursuant to which New GP provides the Debtor
with certain centralized corporate and administrative services,
including legal, accounting, tax, human resources, information
technology, risk management and other support services (including
information retention and records management). In addition, the
Debtor and New GP entered into a secondment agreement, pursuant to
which New GP assigned to the Debtor on a full-time basis, certain
of its employees, including the in house legal team that primarily
manages the defense of the asbestos-related claims. As a result of
the divisional merger, the Debtor also is party to a secondment
agreement with non-debtor affiliate Georgia-Pacific Building
Products LLC, pursuant to which that entity has assigned to the
Debtor an employee who provides finance and related services.
PlasterCo, PlasterCo Canada and the Debtor entered into a cash
pooling agreement that provides for a coordinated cash system among
the Debtor and its subsidiaries.
In addition, PlasterCo and New GP entered into a services agreement
pursuant to which New GP provides the same array of needed
corporate and administrative services to PlasterCo that it provides
to the Debtor. Further, although PlasterCo is profitable and
generates positive cash flow, PlasterCo and New GP entered into a
revolving credit agreement that permits PlasterCo to access capital
to address any liquidity needs that may arise as a result of
working capital requirements or timing issues. New GP and Plasters
Canada also have entered into a revolving loan arrangement by which
New GP provides Plasters Canada with access to additional capital.
Chapter 11 Reorganization
After careful review of the situation and potential options, the
Debtor concluded that the commencement of a chapter 11 case was
prudent and necessary and was the best alternative available under
the circumstances. The considerable burden of the massive asbestos
litigation is ongoing and projected to continue for decades. The
costs and administrative burdens of the litigation could even have
become substantially greater than they were in the years leading up
to the filing.
The Debtor's goal in this case is to negotiate, obtain approval of
and ultimately consummate a plan of reorganization that would,
among other things, provide for (a) the creation and funding of a
trust established under section 524(g) of the Bankruptcy Code to
pay valid asbestos-related claims and (b) issuance of an injunction
under section 524(g) of the Bankruptcy Code that will permanently
protect the Debtor and its affiliates from any further asbestos
claims arising from products manufactured and sold by, or
operations or conduct of, Old Bestwall or Old GP.
Section 524(g) of the Bankruptcy Code contemplates, among other
things, that the debtor negotiates an agreement to fund a trust
with representatives of current and future claimants, requires
approval of any agreement by 75% or more of the current asbestos
claimants and provides for review and approval of that agreement by
two different federal courts. The Debtor is prepared to commit the
necessary resources to both satisfy the various requirements of
Section 524(g) and reach an agreement with the claimants'
representatives on an acceptable and confirmable plan of
reorganization as soon as possible.
A copy of the affidavit in support of the first-day motions is
available at:
http://bankrupt.com/misc/Bestwall_2_1st_Day_Affidavit.pdf
A copy of the informational brief is available at:
http://bankrupt.com/misc/Bestwall_12_Info_Brief.pdf
About Bestwall LLC
Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities. Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965. The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.
Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC,
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.
Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No.
17-31795) on Nov. 2, 2017. The Hon. Laura T. Beyer is the case
judge.
The Debtor tapped Jones Day as general bankruptcy counsel;
Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter
Harris, LLP, as special litigation counsel for medicine Science
issues; King & Spalding as special counsel for asbestos matters;
and Bates White, LLC, as asbestos consultants. Donlin Recano LLC
is the claims and noticing agent.
The Debtor estimated assets and debt of $500 million to $1 billion.
The Debtor has no funded indebtedness.
BESTWALL LLC: Seeks to Protect Non-Debtors from Asbestos Suits
--------------------------------------------------------------
Bestwall LLC has commenced an adversary proceeding in the U.S.
Bankruptcy Court for the Western District of North Carolina, naming
as defendants all plaintiffs or potential plaintiffs in lawsuits
that seek to hold or may seek to hold the non-debtor affiliates
liable for asbestos claims.
In particular, through this complaint, the Debtor seeks a
preliminary injunction under Section 105(a) of the Bankruptcy Code
enjoining the continuation or commencement of any action by the
defendants in this adversary proceeding seeking to hold (i) the
Debtor's predecessor, the former Georgia-Pacific LLC, (ii) the
Debtor's affiliate, Georgia-Pacific LLC, a Delaware limited
liability company ("New GP") or (iii) the non-debtor affiliates of
New GP and the Debtor, liable -- on any theory -- for any
asbestos-related claims against the Debtor, including all former
claims against Old GP related in any way to asbestos or
asbestos-containing materials.
As a result of the automatic stay triggered by the Debtors'
bankruptcy filing, and in the absence of (a) an injunction or
declaration that prohibits the filing or continued prosecution of
any Bestwall Asbestos Claims against the Protected Parties, and (b)
the entry of an order temporarily restraining the filing or
continued prosecution, the Debtor believes that:
a. Many Defendants who have already asserted Bestwall Asbestos
Claims against the Protected Parties will contend that the
automatic stay applies only to the Debtor and will attempt to
continue prosecuting such claims against Old GP, New GP and other
Protected Parties outside of the bankruptcy;
b. Many Defendants who have sued only the Debtor, and not any of
the Protected Parties, will seek to amend their complaints to name
one or more of the Protected Parties and prosecute Bestwall
Asbestos Claims against those Protected Parties outside of the
bankruptcy;
c. Many Defendants who have pending motions to amend their
complaints to add certain of the Protected Parties, will continue
to pursue those amendments in an effort to proceed with litigation
against the Protected Parties outside of this case; and
d. Defendants John and Jane Does 1-1000 will file Bestwall
Asbestos Claims against the Protected Parties, and Old GP and New
GP in particular, but not the Debtor.
Pursuant to a July 31, 2017 Corporate Restructuring, the Debtor
received certain of Old GP's assets, and became solely responsible
for certain of its liabilities, including the Bestwall Asbestos
Claims (and the defense of those claims).
In addition, none of the Protected Parties, other than Old GP, ever
manufactured or sold asbestos-containing joint compound. The
Debtor became solely responsible for the Bestwall Asbestos Claims
as a result of the 2017 Corporate Restructuring, and no Protected
Party assumed or otherwise obtained liability for any claims as
part of the restructuring.
According to the Debtor's counsel, Garland S. Cassada, Esq., at
Robinson, Bradshaw & Hinson, P.A., despite that and Bestwall's
communications to Defendants' counsel that Bestwall is solely
responsible for the Bestwall Asbestos Claims, in the wake of the
2017 Corporate Restructuring, the Defendants immediately began
naming New GP as a defendant in newly-filed Bestwall Asbestos
Claims or adding New GP as a defendant to previously-filed Bestwall
Asbestos Claims. Over the last three months alone, New GP has been
named in or added as a defendant to more than 150 asbestos cases.
A copy of the Complaint, which includes a 600-page list of
defendants, is available at:
http://bankrupt.com/misc/Bestwall_Adv_Pro_Prot_Parties.pdf
About Bestwall LLC
Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities. Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965. The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.
Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC,
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.
Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No.
17-31795) on Nov. 2, 2017.
The Hon. Laura T. Beyer is the case judge.
The Debtor tapped Jones Day as general bankruptcy counsel;
Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter
Harris, LLP, as special litigation counsel for medicine Science
issues; King & Spalding as special counsel for asbestos matters;
and Bates White, LLC, as asbestos consultants. Donlin Recano LLC
is the claims and noticing agent.
The Debtor estimated assets and debt of $500 million to $1 billion.
The Debtor has no funded indebtedness.
BILL BARRETT: Reports Net Loss of $28.8 Million for 3rd Quarter
---------------------------------------------------------------
Bill Barrett Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $28.84 million on $67.86 million of total operating revenues for
the three months ended Sept. 30, 2017, compared to a net loss of
$26.18 million on $50.48 million of total operating revenues for
the three months ended Sept. 30, 2016.
For the nine months ended Sept. 30, 2017, Bill Barret recorded a
net loss of $60.40 million on $169.46 million of total operating
revenues compared to a net loss of $121.10 million on $127.19
million of total operating revenues for the same period during the
prior year.
As of Sept. 30, 2017, the Company had $1.33 billion in total
assets, $815.49 million in total liabilities and $515.01 million in
total stockholders' equity.
Commenting on the quarterly results, Chief Executive Officer and
President Scot Woodall stated, "We delivered another outstanding
quarter of results that was highlighted by 26% sequential
production growth, 33% sequential growth in oil volumes, tighter
oil differentials, an 18% sequential decrease in LOE, and capital
spending that was below guidance. As these results demonstrate,
our execution is strong with early positive results from our
enhanced completion program meeting or exceeding our base XRL
type-curve. Current planned activity underpins a further increase
in our production outlook and a corresponding decrease in LOE as
outlined by our updated guidance. We now anticipate 2017
production growing over 20% relative to 2016 and expect to generate
greater than 30% growth in 2018. This builds significant momentum
as we head into 2018 with higher associated cash flow and EBITDAX
generation. We recently initiated a marketed sales process to
divest of our Uinta Oil Program assets and, if successful,
anticipate a sale announcement prior to year-end. Proceeds will
increase liquidity and help fund expected activity in 2018. We are
in a good financial position with current liquidity consisting of a
cash position in excess of $150 million and an undrawn credit
facility that is supported by an underlying hedge position."
Oil, natural gas and natural gas liquids ("NGL") production totaled
approximately 1.92 MMBoe in the third quarter of 2017. Third
quarter production surpassed guidance of 1.75 MMBoe by 10% and
represents a 23% increase compared to the third quarter of 2016 and
a 26% increase compared to the second quarter of 2017.
Oil volumes totaled approximately 1.2 MMBbls in the third quarter,
representing an 18% increase compared to the third quarter of 2016
and a 33% increase compared to the second quarter of 2017.
Higher production sales volumes were driven by an improvement in
drilling and completion cycle times and positive results from the
Company's enhanced completion program in the DJ Basin.
LOE averaged $3.08 per Boe in the third quarter of 2017 compared to
$3.06 per Boe in the third quarter of 2016 and $3.61 per Boe in the
second quarter of 2017. The 15% reduction in LOE compared to the
second quarter of 2017 is attributable to increased operating
efficiencies and higher production sales volumes.
Production tax expense averaged $2.80 per Boe in the third quarter
of 2017 compared to $2.45 per Boe in the third quarter of 2016 and
$2.25 per Boe in the second quarter of 2017. Higher production tax
expense in the third quarter of 2017 was primarily attributable to
higher average realized oil prices relative to the comparable
quarters. Production taxes totaled 8% of pre-hedge revenues for
the third quarter of 2017 compared to 7.6% of pre-hedge revenues
for the third quarter of 2016.
Depreciation, depletion and amortization ("DD&A") averaged $22.52
per Boe in the third quarter of 2017 compared to $27.51 per Boe in
the third quarter of 2016 and $25.78 per Boe in the second quarter
of 2017. Lower DD&A on a per unit basis for the third quarter of
2017 was primarily the result of proved reserves added at lower
costs.
At Sept. 30, 2017, the principal debt balance was $677.4 million,
while cash and cash equivalents were $155.9 million, resulting in
net debt (principal balance of debt outstanding less the cash and
cash equivalents balance) of $521.5 million. Cash and cash
equivalents were reduced subsequent to the end of the quarter as
the Company made a regularly scheduled interest payment in October
2017 of approximately $14 million related to its Senior Notes due
2022.
The Company's semi-annual borrowing base review was completed in
October 2017 with no changes to the terms or conditions of the $300
million credit facility. There are no borrowings outstanding and
$274 million in available capacity after taking into account a $26
million letter of credit.
Capital expenditures for the third quarter of 2017 totaled $56.8
million, which was 19% below the midpoint of the Company's guidance
range of $65-$75 million. Lower than anticipated capital
expenditures were primarily the result of improved drilling and
completion efficiencies that have offset service cost increases.
The Company operated two drilling rigs for the quarter and spud 26
extended reach lateral ("XRL") wells in the DJ Basin. Completion
operations were conducted on 19 XRL wells.
The Company produced an average of 18,508 Boe/d in the third
quarter of 2017, representing 28% sequential growth. Eleven XRL
wells were placed on initial flowback during the third quarter and
two drilling rigs are currently operating in the basin. The
Company continues to see improving well results from its enhanced
completion program that has evolved to include approximately 1,500
pounds of sand per lateral foot and frac stage spacing of
approximately 120 feet. In addition, the Company incorporated
modifications to its choke management program on recent drilling
and spacing units ("DSU") that are anticipated to result in peak
production being achieved earlier in the production cycle.
Performance from the 2017 enhanced completion program continues to
meet or exceed the Company's base XRL type-curve of 600 MBoe.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/eGFsnl
About Bill Barrett
Denver-based Bill Barrett Corporation --
http://www.billbarrettcorp.com/-- is an independent energy company
that develops, acquires and explores for oil and natural gas
resources. All of the Company's assets and operations are located
in the Rocky Mountain region of the United States.
Bill Barrett reported a net loss of $170.4 million on $178.8
million of total operating revenues for the year ended Dec. 31,
2016, compared to a net loss of $487.8 million on $207.9 million of
total operating revenues for the year ended Dec. 31, 2015.
* * *
In April 2017, Moody's Investors Service upgraded Bill Barrett
Corporation's Corporate Family Rating (CFR) to 'Caa1' from 'Caa2'
and its existing senior unsecured notes' ratings to 'Caa2' from
'Caa3'. "The upgrade of Bill Barrett's ratings is driven by the
reduction of default risk supported by the company's large cash
balance and improved debt maturity profile," said Prateek Reddy,
Moody's lead analyst. "The company's credit metrics are likely to
soften in 2017 because of the roll off of higher priced hedges, but
the metrics should strengthen along with production growth in
2018."
BLUE BEE: May Use Cash Collateral Through Jan. 20, 2018
-------------------------------------------------------
The Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the
Central District of California has granted Blue Bee, Inc.,
authorization to use cash collateral to pay all of the expenses and
pay all quarterly fees owing to the Office of the U.S. Trustee and
all expenses owing to the Clerk of the Bankruptcy Court.
A copy of the Order is available at:
http://bankrupt.com/misc/cacb16-23836-219.pdf
As reported by the Troubled Company Reporter on Oct. 6, 2017, the
Debtor filed a motion seeking court permission to use cash
collateral through and including Jan. 20, 2018, to pay the expenses
set forth in the budget.
About Blue Bee
Headquartered near downtown Los Angeles, California in Vernon,
California, Blue Bee, Inc., doing business as ANGL, is a retailer
doing business under the "ANGL" brand offering stylish and
contemporary women's clothing at reasonable prices to its
fashion-savvy customers. As of Oct. 19, 2016, Blue Bee owns and
operates 21 retail stores located primarily in shopping malls
throughout the state of California. Founders Jeff Sunghak Kim and
his wife, Young Ae Kim, continue to be actively involved in Blue
Bee's business operations as the President and Secretary of the
Debtor, respectively.
Blue Bee filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
16-23836) on Oct. 19, 2016. The bankruptcy petition was signed by
Jeff Sungkak Kim, s president. The Debtor estimated assets and
liabilities at $1 million to $10 million. The case is assigned to
Judge Sandra R. Klein. The Debtor is represented by Juliet Y. Oh,
Esq., at Levene, Neale, Bender, Yoo & Brill LLP.
BOONEX INC: Hires Guerra & Smeberg as Bankruptcy Counsel
--------------------------------------------------------
Boonex, Inc. seeks authority from the United States Bankruptcy
Court for the Southern District Of Texas, Houston Division, to
employ Guerra & Smeberg, PLLC as its attorney under a general
retainer, to give the Debtor legal advice with respect to the Case,
the Debtor's powers and duties as Debtor-in-Possession, and
management of the Debtor's property, and to perform all legal
services for the Debtor-in-Possession that may be necessary.
Services to be provided by Guerra & Smeberg are:
a. assist, advise and represent the Debtor in obtaining
pre-plan relief;
b. assist, advise, and represent the Debtor in the
confirmation process;
c. assist, advise and represent the Debtor in adversary
litigation;
d. appear, as appropriate, before the Court, the Appellate
Courts, and other Court in which matters may be heard and to
protect the interests of Debtor before those Courts and the United
States Trustee; and
e. perform all other necessary legal services in this case.
Current hourly billing rates for Guerra & Smeberg are:
Practicing Attorney, 6+ years
Ricardo Guerra and Ronald Smeberg - $275.00
Practicing Attorney, 3-6 years - $225.00
Practicing Attorney, 0-3 years - $175.00
Legal Assistants/Paralegals - $120.00
Ronald Smeberg, attorney with Guerra & Smeberg, PLLC, attests that
the firm is a "disinterested person" as that term is defined by 11
U.S.C. Sec. 101(14).
The Firm can be reached through:
Ronald Smeberg, Esq.
GUERRA & SMEBERG LAW FIRM, PLLC
2010 West Kings Highway
San Antonio, TX 78201
Tel: 210-695-6684
Fax: 210-598-7357
Email: ron@smeberg.com
About Boonex, Inc.
Based in Houston, Texas, Boonex, Inc. filed as Chapter 11 petition
(Bankr. S.D. Tex. Case No. 17-35722) on October 5, 2017, listing
under $1 million both in assets and liabilities. The Debtor is
represented by Ronald Smeberg, Esq. at Guerra & Smeberg, PLLC as
counsel.
BRAMHOPE ENTERPRISES: Taps Grossbart Portney as Chapter 11 Counsel
------------------------------------------------------------------
Bramhope Enterprises LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Maryland, Baltimore Division,
to employ Robert Grossbart, Esq. and Grossbart, Portney & Rosenberg
as counsel.
Professional services required of Grossbart Portney are:
a. advise the Debtor if its rights, powers and duties as a
debtor and debtor in possession;
b. advise the Debtor concerning, and assist in the negotiation
and documentation of, financing agreements, debt restructuring, and
related transactions;
c. represent the Debtor in defense of any proceedings
instituted to reclaim property or to obtain relief from the
automatic stay under Sec. 362(a) of the Bankruptcy Code;
d. review the nature and validity of liens asserted against
the property of the Debtor and advise the Debtor concerning the
enforceability of such liens;
e. advise the Debtor on objections to claims filed in the
Chapter 11 case and represent the Debtor in any hearings based on
those objections;
f. prepare on behalf of the Debtor all necessary and
appropriate applications, motions, pleadings, draft orders,
notices, schedules and other documents, and review all financial
and other reports to be filed in his Chapter 11 case;
g. advise the Debtor concerning, and prepare responses to,
applications, motions, pleadings, notices and other papers that may
be filed and served in this Chapter 11 case;
h. counsel the Debtor in connection with the formulation,
negotiation and promulgation of plans of reorganization and related
documents; and
i. performing all other legal services, it is qualified to
handle for and on behalf of the Debtor that may be necessary or
desirable in this Chapter 11 case and the Debtor's affairs.
The current hourly rates by Grossbart Portney for its professionals
are:
Partners - $400-$445
Paralegals - $135
Robert N. Grossbart, stockholder with Grossbart, Portney &
Rosenberg, attests that Grossbart Portney neither represent nor
holds any interest adverse to the Debtor or the estate in the
matters upon which it is to be engaged and that Grossbart Portney
is a disinterested person under the Bankruptcy Code Sec. 101(14).
The Counsel can be reached through:
Robert Grossbart, Esq.
GROSSBART, PORTNEY & ROSENBERG
One N. Charles Street, Suite 1214
Baltimore, MD 21201
Phone: (410)837-0590
Email: robert@grossbartlaw.com
About Bramhope Enterprises LLC
Based in Ellicott City, Maryland, Bramhope Enterprises LLC filed a
Chapter 11 petition (Bankr. D. Md. Case No. 17-23783) on October
16, 2017, listing under $1 million both in assets and liability.
The Debtor is represented by Robert Grossbart, Esq. at Grossbart,
Portney & Rosenberg as counsel.
CALATLANTIC GROUP: Fitch Puts BB Ratings on Watch Positive
----------------------------------------------------------
Fitch Ratings has placed the 'BB' ratings of CalAtlantic Group,
Inc. (NYSE: CAA) on Rating Watch Positive following the
announcement that the respective boards of directors of CAA and
Lennar Corporation have unanimously approved a definitive merger
agreement between the two companies. Upon completion of the merger,
Fitch expects to equalize the ratings of CAA and Lennar (BB+ Issuer
Default Rating), with the expectation that Lennar assumes CAA's
senior unsecured notes and will have the same subsidiary guarantees
as the Lennar senior unsecured notes.
KEY RATING DRIVERS
Combination with Lennar: The transaction is a business combination
involving the exchange of 100% of CAA's common stock at a fixed
exchange ratio of 0.885 Lennar Class A Common Stock for each CAA
share. There is an optional cash election at $48.26 per share for
approximately 20% of CAA shares.
The merger requires regulatory and shareholder approval and is
expected to close during the first quarter of 2018. Matlin
Patterson (25% voting interest in CAA) has agreed to vote in favor
of the transaction and Stuart Miller (Lennar CEO) and the Miller
Family Trust have agreed to vote their approximately 41% voting
interest (in Lennar) in favor of the transaction. The Lennar
management team will manage the combined company and Scott Stowell
(CAA executive chairman) will join the Lennar board of directors.
Significant Scale: The proposed combination of CAA and Lennar
creates the largest homebuilder (based on revenues) in the U.S.,
with homebuilding revenues of about $17.2 billion and LTM
deliveries of 43,672. By comparison, DR Horton, which is currently
the largest homebuilder, has LTM homebuilding revenues of $13.3
billion and LTM deliveries of 44,833 homes. More important, the
combined company will have a top-3 position in 24 of the 30 largest
MSAs in the country and a top-10 position in 36 of the 50 largest
MSAs.
Geographic and Price Point Diversity: The combined company will
have operations in more than 49 markets across 21 states. The two
companies have a compatible product mix serving the first-time,
move-up, active adult and luxury home buyers.
Synergies: Management anticipates that the combination will
generate annual cost savings of $250 million, with approximately
$75 million achieved in fiscal year (FY) 2018. These synergies are
expected to be achieved through direct cost savings, reduced
overhead costs, and the elimination of duplicate public company
expenses.
Management Track Record: The proposed transaction combines the No.2
and No.5 largest U.S. builders (based on home deliveries). Lennar's
management team has had success in integrating large acquisitions
in the past as well as in managing large companies. In 2006, Lennar
had homebuilding revenues of $15.6 billion and delivered 49,568
homes (including joint ventures [JV]) .
Land Holdings: The combined company will control about 243,800
lots, of which 79% are owned and the rest controlled through
options and joint ventures. On a pro forma LTM basis, the combined
company controls about 5.6 years of land and has an owned-lot
supply of 4.4 years. This is modestly above the lot supply of CAA
on a stand-alone basis of 4.6 years of controlled lots and a
3.5-year owned lot supply.
Share Repurchases: In July 2016, CAA's board authorized a $500
million share repurchase program, replacing the previous $200
million authorization put in place in February 2016. During the
first six months of fiscal 2017, the company repurchased and
retired approximately 4.4 million shares of its common stock for
$150 million. As of June 30, 2017, CAA had $217.4 million remaining
under its authorization. After the merger, Fitch does not expect
Lennar to repurchase shares in the near to intermediate term.
DERIVATION SUMMARY
CAA's IDR of 'BB' is well-positioned relative to Meritage Homes
Corporation (BB/Stable) on each major comparable metric. CAA is
also meaningfully larger in scale, more geographically diversified,
and its credit metrics are moderately better.
The proposed combination of CAA and Lennar creates the largest
homebuilder (based on revenues) in the U.S. with homebuilding
revenues of about $17.2 billion and LTM deliveries of 43,672. By
comparison, DR Horton, currently the largest U.S. homebuilder, has
LTM homebuilding revenues of $13.3 billion and LTM deliveries of
44,833 homes. More important, the combined company will have a
top-3 position in 24 of the 30 largest MSAs in the country.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
- The proposed combination with Lennar closes during the first
quarter of 2018;
- The combined company's net debt/capitalization ratio approaches
40% 12 months after the close of the transaction;
- The company realizes about $75 million in synergies of the
combined company during FY 2018;
- Debt/EBITDA is about 3.5x while EBITDA/interest is roughly 5x
12 months after the close of the transaction;
- Total housing starts increase 3% (single-family starts improve
8.5%) in 2017 and 5% (single-family starts improve 7.5%) in
2018.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- The proposed transaction is completed as currently contemplated,
including net debt/capitalization at or below 45% and interest
coverage approaching 5x on a pro forma basis at the close of the
transaction.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Sustained erosion of profits due to weak housing activity,
meaningful and continued loss of market share, and/or ongoing land,
materials and labor cost pressures (resulting in margin contraction
and weakened credit metrics, including net debt/capitalization
sustained at or above 50%) and CAA maintains an overly aggressive
land and development spending program that leads to consistent
negative CFFO, higher debt levels and diminished liquidity
position. In particular, Fitch will be focused on assessing the
company's ability to repay debt maturities with available liquidity
and internally generated cash flow.
- The company executes on a meaningful share repurchase program
that is funded primarily by debt, leading to weaker credit metrics
and diminished liquidity position.
LIQUIDITY
Liquidity and Cash Flow: As of June 30, 2017, CAA had unrestricted
cash of $167.8 million and $655.3 million of availability under its
$750 million revolving credit facility that matures in October
2019. The company generated positive CFFO of $322.3 million during
2016 and $259.6 million for the LTM ending June 30, 2017. Fitch
expects CAA will continue to generate positive CFFO, perhaps
similar to 2016. CAA has meaningful debt coming due in the next 12
months, including $575 million of senior notes coming due in May
2018 and $225 million of convertible senior notes maturing in May
2018.
FULL LIST OF RATING ACTIONS
Fitch has placed the following ratings on Rating Watch Positive:
CalAtlantic Group, Inc.
-- Long-Term IDR 'BB';
-- Senior unsecured revolving credit facility 'BB/RR4';
-- Senior unsecured notes 'BB/RR4'.
CANNABIS SCIENCE: Files First Amendment to Hemp Harvest Raid Suit
-----------------------------------------------------------------
Cannabis Science, Inc., along with its partners Winnemucca Shosoni,
MBS, American States University, Free Spirit Organics and HRM
Farms, filed a First Amended Complaint in the U.S. District Court
in and for the Eastern District of California against San Joaquin
County Board of Supervisors; San Joaquin County Counsel; Erin
Hiroko Sakata; Miguel Villapudua; Katherine Miller; Tom Patti; Bob
Elliott; Chuck Winn; San Joaquin County District Attorney; San
Joaquin County Sheriff; Drug Enforcement Administration and Does
1-50.
The Amended Complaint contains more detail and alleges that every
part of the disputed San Joaquin County Ordinance 4497 is defective
or inaccurate in some fashion, attaching an unanswered letter from
the Administrative Dean of America States University requesting a
hearing days before the unannounced raid and seizure. The case was
assigned to Obama appointee Honorable Judge Kimberly J. Mueller.
Those interested in following the case may sign up for a PACER
account here: https://www.pacer.gov/cmecf/and once an account is
created, may log in here:
https://ecf.caed.uscourts.gov/cgi-bin/login.pland do a query for
case 2:17-CV-02271.
About Cannabis Science
Cannabis Science, Inc., was incorporated under the laws of the
State of Colorado, on Feb. 29, 1996, as Patriot Holdings, Inc.
Cannabis is at the forefront of medical marijuana research and
development. The Company works with world authorities on
phytocannabinoid science targeting critical illnesses, and adheres
to scientific methodologies to develop, produce, and commercialize
phytocannabinoid-based pharmaceutical products.
Cannabis reported a net loss of $10.19 million on $9,263 of revenue
for the year ended Dec 31, 2016, compared with a net loss of $19.14
million on $44,227 revenue for the year ended Dec. 31, 2015.
As of June 30, 2017, Cannabis had $2.69 million in total assets,
$5.22 million in total liabilities and a $2.53 million total
stockholders' deficit.
Turner, Stone & Company, L.L.P., issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016. The auditors noted that the Company has
suffered recurring losses from operations since inception, has a
working capital deficiency and will need to raise additional
capital to fund its business operations and plans. Furthermore,
here is no assurance that any capital raise will be sufficient to
complete the Company's business plans. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
CANYON CONSOLIDATED: S&P Assigns 'B-' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to
Louisville, Ky.–based Canyon Consolidated Resources LLC. The
rating outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
to the proposed $375 million first-lien senior secured notes due in
2022. The recovery rating is '2', indicating our expectation of
substantial (70%-90%; rounded estimate: 75%) recovery for lenders
in the event of a payment default. We also assigned our 'CCC'
issue-level rating to the proposed $135 million second-lien term
loan due in 2023. The recovery rating is '6', indicating our
expectation of negligible (0%-10%; rounded estimate: 0%) recovery
for lenders in the event of a payment default."
Bowie Resource Partners LLC and Murray Energy Corp. formed a new
company, Canyon Consolidated Resources LLC. Canyon is launching
$375 million first-lien senior secured notes and a $135 million
second-lien term loan to repay Bowie's existing debt and acquire
Galena Asset Management's equity interest.
Canyon will consist of all operating subsidiaries of Bowie and will
have access to all the production from Lila Canyon, Murray's Uinta
Basin coal mine. S&P expects Canyon to have stronger operating
margins than Bowie by realizing revenue and cost synergies over the
next 12-24 months. The proximity of Lila to Bowie's Skyline, Sufco,
and Dugout mines, as well as its superior caloric value, make it an
attractive blending option for Bowie's existing production, which
should increase price realizations on domestic contracts.
Similarly, S&P expects Lila's production to achieve higher
realizations than Skyline's in the export market.
S&P said, "The stable outlook reflects our expectation that
Canyon's adjusted leverage will settle in 4x-5x range in the next
12 months. We also expect operating margins to gradually improve to
more than 30% over the next 12-24 months if the company realizes
revenue and cost synergies as a result of its partnership with
Murray Energy.
"We could raise the rating if Canyon achieved EBITDA margins
exceeding 30% with adjusted leverage below 4x. This could happen if
the company successfully implemented its operating plan, resulting
in EBITDA in excess of $160 million.
"Although less likely, we could lower the rating if Canyon's
production declined materially due to the loss of a key customer or
reduced demand from existing customers, or an operational
disruption that resulted in an EBITDA decline greater than 40% from
expected levels in the next 12 months. We could also lower the
rating if interest coverage drops to 1.5x or below."
CANYON RESOURCE: Moody's Assigns B3 Rating to New Sr. Sec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new first
lien senior secured notes, Caa2 to the second lien term loan, Caa1
to the Corporate Family Rating (CFR) and a Caa1-PD Probability of
Default Rating (PDR) proposed by the Canyon Resource Holdings LLC
(formerly Bowie Resource Holdings LLC), with Canyon Finance Corp.
as a co-issuer. Canyon has entered into a Partnership Services
Agreement with Murray Energy Corporation, under which Murray's Lila
Canyon mine will supply roughly 3 million tons of coal per year to
Canyon's current domestic and international customers. The proceeds
of the debt raise, along with the new secured facility and new
private equity investment, will be used to refinance the existing
indebtedness at Bowie Resource Partners, LLC, and to buy out the
current equity ownership of Galena Private Equity, owned in turn by
Trafigura Beheer B.V., a multi-national commodity trading company.
Upon close of the transactions, Moody's would withdraw Bowie's
existing ratings.
Assignments:
Issuer: Canyon Resource Holdings, LLC
-- Probability of Default Rating, Assigned Caa1-PD
-- Corporate Family Rating, Assigned Caa1
-- Senior Secured 1st Lien Notes, Assigned B3(LGD3)
-- Senior Secured 2nd Lien Term Loan, Assigned Caa2(LGD5)
Outlook Actions:
Issuer: Canyon Resource Holdings, LLC
-- Outlook, Assigned Stable
RATINGS RATIONALE
Although the refinancing transaction will result in a material
increase in absolute debt levels, from roughly $434 million at June
30, 2017 to $636 million pro-forma for the transaction, the Caa1
CFR reflects anticipated improvement in earnings, with Debt/
EBITDA, as adjusted, expected fall below 5x over the next twelve
months. The company's leverage stood at 5.4x at June 30, 2017.
Furthermore, Moody's expects the company's liquidity position to
benefit from the absence of the financial covenants under the first
and second lien term loans.
Canyon is expected to benefit from substantial synergies resulting
from the coal supply arrangement with Murray, which will enable the
company to reduce headcount at its current operations, cut back on
operating supplies and corporate overhead, and reduce cost of third
party coal it currently sells into the export markets. Moody's
further anticipates performance improvements in the second half of
2017, as the first two quarters were impacted by weather-related
rail disruptions and the fulfillment of loss contracts related to
the company's former relationship with Trafigura. The company's
2017 performance is further benefiting from a more advantageous
pricing environment in the domestic and international markets.
The Caa1 Corporate Family Rating (CFR) continues to reflect the
company's small scale and business diversity, the low-cost position
of the company's mines, and general risks inherent in mining.
However, the ratings also incorporate the proximity of the
company's coal mines to its regional customer base of large
baseload plants, with almost all of company's expected 2017
production secured under long-term, attractively structured
contracts. Although the industry continues to face challenges, coal
producers have received much needed relief with natural gas prices
hovering just above $3.00/ million British thermal units (MMBtu).
In addition, while credit risks include heavy customer
concentration, the ratings also acknowledge that a large proportion
of revenue stems from major utilities that rely heavily on coal -
including PacificCorp.
The company's liquidity position includes roughly $41 million in
cash expected at close of the transaction. Additionally, the new
senior secured inventory monetization and receivables facility will
have $20 million available for borrowings. Moody's expect the
company to meet its cash obligations over the next twelve months,
as Moody's expect free cash flows to be modestly positive.
The first lien term notes are rated B3, one notch above the CFR due
to its relative position in the company's capital structure and
claims on collateral. The notes are guaranteed by the company's
wholly-owned domestic subsidiaries and are primarily secured by a
first-priority lien on the company's fixed assets.
The stable outlook reflects the company's solid contracted position
and improved earnings that should allow the company to delever to
below 5 times over the next 12 months.
A positive rating action could result if industry conditions were
to stabilize and Debt/ EBITDA, as adjusted, was expected to be
maintained under 5x and expected positive free cash flows.
A downgrade would be considered if Debt/ EBITDA, as adjusted, were
expected to be maintained above 7x, or if liquidity were to
deteriorate.
Canyon Consolidated Resources, LLC (Canyon) operates three mines in
the Western Bituminous region of the US, including Sufco longwall
mine, Skyline longwall mine, and Dugout Canyon room-and-pillar
mine. In 2016, the company generated $484 million in revenues.
The principal methodology used in these ratings was Global Mining
Industry published in August 2014.
CARTER TABERNACLE: May Use Cash Collateral Until Dec. 7
-------------------------------------------------------
The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida has entered an eight interim order
granting Carter Tabernacle Christian Methodist Episcopal Church,
Inc., authorization to use, through the date of the next
preliminary hearing, cash collateral to pay: (a) amounts expressly
authorized by this Court, including payments to the United States
Trustee for quarterly fees; (b) the current and necessary expenses;
and (c) additional amounts as may be expressly approved in writing
by American First Federal, Inc.
A further preliminary hearing on use of cash collateral will be
held on Dec. 7, 2017, at 10:00 a.m.
The Debtor will not pay the 12% retirement benefit in the amount of
$700 or the Conference Apportionment in the amount of $2,500
without further court order.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
A copy of the Order is available at:
http://bankrupt.com/misc/flmb16-06350-137.pdf
As reported by the Troubled Company Reporter on Oct. 17, 2016, the
Debtor sought court authorization to use cash collateral. The
Debtor contended that it would require the use of approximately
$35,000 of cash to continue to maintain operations for the next
four weeks, and depending on the month, a greater or lesser amount
would be required each comparable period thereafter. The Debtor
did not believe that American First Federal, Inc., had a lien on
the cash collateral, although American First Federal has asserted a
security interest in certain real and personal property of the
Debtor pursuant to that certain Mortgage and Security Agreement,
and that certain UCC-1 financing statement, because the collateral
covered by those documents does not extend to the Debtor's cash,
especially the cash derived from tithing.
About Carter Tabernacle
Carter Tabernacle Christian Methodist Episcopal Church, Inc., also
known as Carter Tabernacle CME Church, filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 16-06350) on Sept. 26, 2016. The
petition was signed by Dr. James T. Morris, president/director. At
the time of filing, the Debtor estimated assets and liabilities at
$1 million to $10 million.
The Church is a Florida not for profit corporation established in
1972 to provide ministry services to the Washington Shores
community and the surrounding communities in and around West
Colonial and John Young Parkway. The Church provides its ministry
services from a sanctuary located at 1 South Cottage Hill Road,
Orlando, FL 32805.
The Debtor is represented by Ryan E Davis, Esq. at Winderweedle,
Haines, Ward & Woodman, P.A. The Debtor hired Integra Realty
Resources to appraise its property located at 1 South Cottage Hill
Road, Orlando, Florida.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
CASTEX ENERGY: Taps Alvarez & Marsal as Financial Advisor
---------------------------------------------------------
Castex Energy Partners, LP seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Alvarez & Marsal
North America, LLC as financial advisor.
The firm will provide these services in connection with the Chapter
11 cases of the company and its affiliates:
(a) assist in the management of a 13-week cash flow
forecast;
(b) assist in the preparation of financial-related
disclosures required by the bankruptcy court;
(c) assist in the development of a debtor-in-possession
financing budget;
(d) assist the Debtors with claims management process;
(e) provide testimony with respect to financial and
restructuring matters, if requested;
(f) provide support related to litigation and critical
employee benefit programs; and
(g) report to the Debtors' Board of Directors.
The firm's hourly rates range from $800 to $975 for managing
directors, $625 to $775 for directors, and $375 to $600 for
associates and analysts.
Alvarez & Marsal received a retainer in the sum of $160,000 for the
preparation and filing of the Debtors' cases.
Ryan Omohundro, Alvarez & Marsal senior director, 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:
Ryan Omohundro
Alvarez & Marsal North America, LLC
Ryan Omohundro
Alvarez & Marsal North America, LLC
700 Louisiana Street, Suite 3300
Houston, TX 77002
Tel: +1 713 571 2400
Fax: +1 713 547 3697
About Castex Energy
Castex Energy Partners, L.P., is engaged in the exploration,
development, production and acquisition of oil and natural gas
properties located along the southern coasts of Louisiana and Texas
and onshore Louisiana. CEP is a non-operating working interest
owner in approximately 375 onshore oil and gas leases located in
the State of Louisiana. There are approximately 300 wells on the
Onshore Leases. CEP also holds a seismic license and proprietary
interests in certain seismic data, through a subsidiary,
CTS-Castex, LLC, and is owner of fee land interests in Lafourche
Parish, Louisiana, through a subsidiary, Castex Lafourche, LP.
Castex Energy Partners, L.P., along with affiliates Castex
Offshore, Inc., Castex Energy 2005, L.P., Castex Energy II, LLC,
Castex Energy IV, LLC sought Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after
reaching terms with lenders of a restructuring plan that would
convert debt into equity.
CEP estimated assets and debt of $100 million to $500 million.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings
LLP, as special counse; Alvarez & Marsal North America, LLC, as
restructuring advisor; and Prime Clerk LLC, as noticing and claims
agent.
CASTEX ENERGY: Taps Evercore Group as Investment Banker
-------------------------------------------------------
Castex Energy Partners, LP seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Evercore Group LLC
as investment banker.
The firm will provide these services in connection with the Chapter
11 cases of the company and its affiliates:
(a) review and analyze the Debtors' business, operations and
financial projections;
(b) advise and assist the Debtors in a restructuring,
financing or sale transaction;
(c) provide financial advice in developing and implementing
a restructuring, which would include:
(i) assisting the Debtors with the creditor due
diligence process;
(ii) assisting the Debtors with structuring, facilitating
and effecting an exchange, repurchase, tender offer,
refinancing, comprehensive amendment or other
actions that materially modify the revolving loans,
preferred stock or other indebtedness;
(iii) advising the Debtors on the consolidation of
partnerships, if necessary;
(iv) advising the Debtors on tactics and strategies for
negotiating with various stakeholders regarding a
restructuring;
(v) assisting in the preparation of customary
documentation and notices related to a
restructuring;
(vi) advising the Debtors in their negotiations regarding
the economic terms of a restructuring;
(vii) assisting the Debtors in developing a bankruptcy
plan;
(d) If the Debtors pursue a financing, assist them in
structuring and effecting a financing, identifying
potential investors and contacting those investors, and
work with them in negotiating with potential investors.
(e) If the Debtors pursue a sale, assisting the Debtors in
structuring and effecting a sale, identifying interested
parties or potential acquirers, assisting the Debtors in
their negotiations with those parties and in the
consummation of a sale transaction.
Evercore will be compensated according to this fee structure:
(a) A monthly fee of $150,000, payable on execution of the
engagement letter and until the earlier of the
consummation of the restructuring transaction or the
termination of the firm's engagement. Fifty percent of
the monthly fees actually paid will be credited (without
duplication) against any restructuring fee that becomes
payable.
(b) A restructuring fee payable upon the consummation of any
restructuring of $3.5 million.
(c) A financing fee payable upon consummation of any
financing and incremental to any restructuring or sale
fee, equal to 2% of the gross fully committed amount of
any new financing (except a debtor-in-possession
financing). For any DIP financing, the financing fee
payable upon consummation should be equal to 1% of
the gross amount of the financing proceeds fully
committed.
(d) A sale fee payable upon the consummation of any sale of
$3.5 million.
Stephen Hannan, senior managing director of Evercore, disclosed in
a court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
Evercore can be reached through:
Stephen Hannan
Evercore Group LLC
666 Fifth Avenue, 11th Floor
New York, NY 10103
Tel: +1 212-446-5600
About Castex Energy
Castex Energy Partners, L.P., is engaged in the exploration,
development, production and acquisition of oil and natural gas
properties located along the southern coasts of Louisiana and Texas
and onshore Louisiana. CEP is a non-operating working interest
owner in approximately 375 onshore oil and gas leases located in
the State of Louisiana. There are approximately 300 wells on the
Onshore Leases. CEP also holds a seismic license and proprietary
interests in certain seismic data, through a subsidiary,
CTS-Castex, LLC, and is owner of fee land interests in Lafourche
Parish, Louisiana, through a subsidiary, Castex Lafourche, LP.
Castex Energy Partners, L.P., along with affiliates Castex
Offshore, Inc., Castex Energy 2005, L.P., Castex Energy II, LLC,
Castex Energy IV, LLC sought Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after
reaching terms with lenders of a restructuring plan that would
convert debt into equity.
CEP estimated assets and debt of $100 million to $500 million.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings
LLP, as special counse; Alvarez & Marsal North America, LLC, as
restructuring advisor; and Prime Clerk LLC, as noticing and claims
agent.
CAVALIER REAL ESTATE: Disclosure Statement Hearing Set for Dec. 5
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia is
set to hold a hearing on Dec. 5, 2017, at 11:00 a.m. to consider
the adequacy of the information contained in Cavalier Real Estate,
LLC's proposed disclosure statement, dated Oct. 20, 2017, in
connection with its plan of reorganization.
Objections or proposed modifications must be filed in writing and
served on or before 7 days prior to the date of the hearing on the
disclosure statement.
The Troubled Company Reporter previously reported that Class 4
unsecured claimants will be paid in full under the plan on the
Effective Date unless the claimants total more than $300. If the
claims total more than $400, they will share in $100 per month
until paid in full.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/vaeb17-72997-20.pdf
About Cavalier Real Estate LLC
Cavalier Real Estate, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 17-72997) on August 21,
2017, and is represented by Karen M. Crowley, Esq., at Crowley,
Liberatore, Ryan & Brogan, P.C. Judge Frank J. Santoro presides
over the case.
CHAMPION EXCAVATION: Dec. 6 Plan Confirmation Hearing
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has
conditionally approved Champion Excavation Inc.'s disclosure
statement dated Oct. 17, 2017, referring to the Debtor's plan of
reorganization dated Oct. 17, 2017.
The hearing on the final approval of the Disclosure Statement and
confirmation of the Plan will be held on Dec. 6, 2017, at 1:30
p.m.
Objections to the Disclosure Statement and confirmation of the Plan
must be filed no less than seven days before the Hearing.
Ballots accepting or rejecting the Plan must be filed no less than
seven days before the Hearing.
About Champion Excavation, Inc.
Privately held Champion Excavation Inc., is an excavating
contractor based in Aumsville, Oregon. Champion Excavation filed a
Chapter 11 petition (Bankr. D. Ore. Case No. 17-61839) on June 9,
2017, saying it is a small business debtor as defined in 11 U.S.C.
Section 101(51D). The petition was signed by Dwayne Deesing,
president. At the time of filing, the Debtor estimated $500,000 to
$1 million in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge David W. Hercher.
The Debtor is represented by Keith Y. Boyd, Esq., at the Law
Offices of Keith Y Boyd. The Debtor hired TKC Solutions Advisory,
Inc., as financial consultant.
CHICAGO BOARD OF EDUCATION: S&P Alters Ratings Outlook to Stable
----------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'B' long-term rating and underlying rating on the
Chicago Board of Education's previously issued general obligation
(GO) debt. At the same time, S&P assigned its 'B' long-term rating
to the board's series 2017A and 2017H unlimited-tax GO bonds
(dedicated revenues) and series 2017B, 2017C, 2017D, 2017E, and
2017F unlimited-tax GO refunding bonds (dedicated revenues).
"The outlook revision is based on our view of the district's higher
state aid revenue as a result of the state's new funding formula,
and lower pension costs, with the state now picking up more of the
employer pension contribution, and the district's ability to extend
a higher property tax levy to support the pension contribution,"
said S&P Global Ratings credit analyst Jennifer Boyd.
S&P said, "The stable outlook also reflects our view of the
district's fiscal 2018 cash flow forecast, which benefits from the
above structural changes as well as the issuance of the 2017A and
2017B bonds in July 2017. The 2017A and 2017B bond proceeds were
used to reimburse the district for swap termination payments and
capital expenses, and to pay for near-term debt service expenses,
which improved the district's cash position. We also note that the
district has been able to diversify the purchasers of its tax
anticipation notes for fiscal 2018, a positive sign for the
district given its reliance on lines of credit to support operating
and debt service expenses.
"In our opinion, however, the 'B' rating is still appropriate for
the district because of its extremely weak liquidity and its
vulnerability to unexpected variances in its cash flow forecast. So
far, the district has shown an ability to weather unexpected
obstacles such as the increased delays in block grants from the
state in fiscal 2017, and City of Chicago officials have indicated
a willingness to provide the district with limited financial help
if needed. But the district's cash flow was worse than budgeted in
fiscal 2017, and the potential for the state's own financial
problems to negatively affect the district remains a concern, in
our view. In our opinion, adverse business, financial, or economic
conditions will likely impair the board's capacity or willingness
to meet its financial commitments."
CHICAGO CENTRAL: Hires D.R. Payne as Financial Advisor
------------------------------------------------------
Chicago Central, LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Western District of Oklahoma to
employ D.R. Payne & Associates, Inc., as financial advisors and
financial accountants to the Debtor.
Chicago Central requires D.R. Payne to:
a. assist in the preparation of Schedules, Statement of
Financial Affairs, Initial Report, and Monthly Operating
Reports;
b. analyze the financial projections and assumptions utilized
in the Plan and Disclosure Statement;
c. prepare a feasibility analysis of the proposed Plan;
d. assist with evaluation of the business and financial
aspects included in the Debtors’first day motions;
e. assist the Debtor with any asset sale procedures on a going
concern and closed store or liquidation basis; and
f. assist the Debtors with financial projections, DIP Loan
budget, overall case budget, analysis and discharge of
their obligations as debtors-in-possession.
D.R. Payne will be paid at these hourly rates:
Partner/Principal $395-295
Manager $295-235
Consultant $225-175
Staff $165-125
D.R. Payne will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David R. Payne, partner of D.R. Payne & Associates, 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 Debtor and its estates.
D.R. Payne can be reached at:
David R. Payne
D.R. PAYNE & ASSOCIATES, INC.
119 North Robinson Avenue
Oklahoma City, OK 73102
Tel: (405) 272-0511
About Chicago Central, LLC
Chicago Central, LLC filed a Chapter 11 bankruptcy petition (Bankr.
W.D.OK. Case No. 17-13704) on September 15, 2017. The Hon. Sarah A.
Hall presides over the case. Crowe & Dunlevy represents the Debtor
as counsel.
The Debtor taps D.R. Payne & Associates, Inc., as financial
advisors and financial accountants.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by William C. Liedtke, III, its manager.
CIRCLE MEDIA: Hires Koley Jessen as Bankruptcy Counsel
------------------------------------------------------
Circle Media, Inc., and S3 Digital Corp. filed a second amended
application seeking authority from the U.S. Bankruptcy Court for
the District of Nebraska to employ Koley Jessen P.C., L.L.O. as
their counsel.
Services to be rendered by Koley Jessen are:
a. advise the Debtors with respect to their rights, duties,
and powers as debtors in possession in the continued and operation
of their business and property under the Bankruptcy Code and the
Bankruptcy Rules;
b. advise and consult on the conduct of these Cases, including
all of the legal and administrative requirements of operating in
chapter 11;
c. attend meetings and negotiate with representatives of
creditors and other parties in interest in these Cases;
d. take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defend any action commenced against the Debtors, and
represent the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the
Debtors' estates;
e. prepare pleadings in connection with these Cases, including
motions, applications, answers, orders, reports, and papers
necessary or otherwise beneficial to the administration of the
Debtors' estates;
f. represent the Debtors in connection with obtaining
post-petition financing;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. take any necessary action on behalf of the Debtors to
negotiate, prepare and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and
j. perform all other necessary legal services for the Debtors
as may be required or are otherwise deemed to be in the interests
of the Debtors in connection with the prosecution of these Cases in
accordance with the Debtors' powers and duties as set forth in the
Bankruptcy Code, Bankruptcy Rules, or other applicable law.
The hourly rates for attorneys and paraprofessionals are:
Shareholders $245 to $395
Associates & Staff Attorneys $170 to $235
Paralegals $150 to $165
Brian J. Koenig, shareholder of the law firm Koley Jessen P.C.,
LLO, attests his firm is a "disinterested person" as that phrase is
defined in section 101(14) of the Bankruptcy Code, as required by
section 327(a) of the Bankruptcy Code, and does not hold or
represent an interest adverse to the Debtors' estates.
The Counsel can be reached through:
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
About Circle Media
Circle Media, Inc., doing business as Circle Media, 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.
S3 Digital Corp. and Circle Media sought Chapter 11 protection
(Bankr. D. Neb. Case Nos. 17-81540 and 17-81541) on Oct. 27, 2017.
The petitions were signed by Joseph Casey, CEO.
S3 Digital Corp. disclosed total liabilities of $5,673,353. Circle
Media disclosed total assets of $510,011 and total liabilities of
$4,618,978.
The cases are assigned to Judge Thomas L. Saladino.
The Debtors tapped Brian J. Koenig, Esq., at Koley J. Jessen, P.C.,
L.L.O. as counsel.
CLIMATE CONTROL: Disclosure Statement Hearing Set for Jan. 2
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida is set
to hold a hearing on January 2, at 2:30 p.m., to consider approval
of the disclosure statement, which explains the Chapter 11 plan for
Climate Control Mechanical Services, Inc. and its affiliates.
The hearing will take place at Courtroom D, 4th Floor. Objections
must be filed seven days before the hearing.
The Debtors are represented by:
Richard A. Perry, Esq.
820 East Fort King Street
Ocala, FL 34471
About Climate Control Mechanical
Climate Control Mechanical Services, Inc. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
M. D. Fla. Lead Case No. 15-02248) on May 18, 2015. Louie Wise
III, president, signed the petitions.
At the time of the filing, the Debtors estimated their assets and
liabilities at $1 million to $10 million.
Judge Jerry A. Funk presides over the case. Richard A. Perry,
Esq., is the Debtors' bankruptcy counsel. The Debtors hired
Widerman Malek, PL as their special counsel.
CLINE GRAIN: Family Members Buying Vehicles for $57K
----------------------------------------------------
Cline Transport, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana to authorize the private sale of
vehicles to Kyle D. Cline, Tyler J. Cline, and Michael L. Cline for
$56,800.
The Debtor owns the Vehicles, a list of which is available for free
at:
http://bankrupt.com/misc/Cline_Grain_549_Sales.pdf
The Debtor and the Purchasers entered into Purchase Agreement for
the sale and purchase of the Equipment. The Debtors propose to
transfer the Equipment to the Purchasers free and clear of any
liens and claims of any and every kind or nature whatsoever.
The Purchasers are the Debtor's shareholders' sons. Along with the
familial relationship, the Debtor's shareholders and the Purchasers
farm the family's farm ground as a family. In order to obtain crop
input financing for 2016 and 2017 at a time when the Debtor's
shareholders could not because of their financial difficulties, the
Purchasers and other Cline family members obtained such crop input
loans. The Debtor's shareholders and their sons have continued to
farm together since the Petition Date, and it is anticipated that
the Debtor's shareholders will always be jointly involved in all
aspects of the Cline family farm for the foreseeable future.
The Debtor was always aware that the Purchasers would continue
farming the Debtor's shareholder's farm ground and that the
Purchasers intended to buy the Vehicles. It was also aware that
the Purchasers had the means to buy the Vehicles. The Debtor had
the Vehicles appraised and the Purchase Price is the fair market
value price. Therefore, no other offers were sought for the
Vehicles. Because the Purchase Price is equal to the fair market
value, the Debtor submits that no further marketing is necessary
and that the Agreement is a result of arms-length and good-faith
negotiations.
The only interests in the Vehicles that the Debtor is aware of are
tax liens filed by the Internal Revenue Service and the warrants
filed by the Indiana Department of Revenue ("IDR"). Upon
information and belief, the IRS filed notices of federal tax liens
against Cline Transport as early as Nov. 23, 2015.
Upon information and belief, the IDR filed tax warrants against
Cline Transport as early as Feb. 8, 2016. Because the IRS lien was
filed prior to the IDR's, the Debtor submits that the IRS has a
first-priority lien on the Vehicles. Accordingly, the Debtor
proposes that the net proceeds be paid to the IRS.
The IRS has agreed to allow a carve-out for the Debtor's attorney's
fees and for United States Trustee's fees. The Debtor does not
anticipate that the net proceeds will satisfy the Debtor's IRS tax
obligations; however, in the event the net proceeds do satisfy its
IRS tax obligation, then the excess proceeds will be paid to the
IDR.
The Debtor also asks that if no objections are filed or pending at
the time of hearing on the Motion, that the Court waives the 14-day
stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.
About Cline Grain, Inc.
Cline Grain, Inc., and several affiliated entities sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-80004) on Jan. 3, 2017. The
debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005),
New Winchester Properties, LLC (17-80006), Michael B. Cline and
Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa
A. Cline (Case No. 17-00014). Allen Cline, as authorized
representative, signed the petitions.
The cases are assigned to Judge Jeffrey J. Graham.
The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.
Cline Grain, Inc., estimated under $50,000 in assets and $1 million
to $10 million in liabilities. Cline Transport, Inc., estimated
between $500,000 to $1 million in assets, while New Winchester
Properties estimated $10 million to $50 million in assets. Both
debtors estimated $1 million to $10 million in liabilities.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
CLINE GRAIN: Shareholders' Sons Buying Equipment for $38K
---------------------------------------------------------
Cline Grain, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Indiana to authorize the private sale of farm equipment
to Kyle D. Cline, Tyler J. Cline, and Michael L. Cline for
$38,190.
The Debtor owns the farm equipment.
A copy of the list of Equipment to be sold and the Agreement
attached to the Motion is available for free at:
http://bankrupt.com/misc/Cline_Grain_547_Sales.pdf
The Debtor and the Purchasers entered into Purchase Agreement for
the sale and purchase of the Equipment. The Debtor proposes to
transfer the Equipment to the Purchasers free and clear of any
liens and claims of any and every kind or nature whatsoever.
The Purchasers are the Debtor's shareholders' sons. Along with the
familial relationship, the Debtor's shareholders and the Purchasers
farm the family's farm ground as a family.
In order to obtain crop input financing for 2016 and 2017 at a time
when the Debtor's shareholders could not because of their financial
difficulties, the Purchasers and other Cline family members
obtained such crop input loans. The Debtor's shareholders and
their sons have continued to farm together since the Petition Date,
and it is anticipated that the Debtor's shareholders will always be
jointly involved in all aspects of the Cline family farm for the
foreseeable future.
The Debtor believes the sale of the Equipment is in the best
interest of the estate and creditors, and the sale will help it pay
down debt. It had the Equipment appraised and the Purchase Price
is the fair market value price. Therefore, no other offers were
sought for the Equipment. Because the Purchase Price is equal to
the fair market value, as established by the attached Jack Fife
appraisal, the Debtor submits that no further marketing is
necessary and that the Agreement is a result of arms-length and
good-faith negotiations.
All of the Debtor's debt has been fully disclosed in its schedules,
and the claims bar date has passed. After a diligent search,
including reviewing filed claims and the Debtor's records, the
Debtor, upon information and belief, asserts that the following are
the only liens, charges, interests in and encumbrances on the
Equipment: UCC-1 financing statements filed by Wells Fargo Bank,
National Association (i) on Nov. 24, 2009, as filing number
200900009417133; (ii) Dec. 13, 2013, as filing number
201300010939008; and (iii) Aug. 21, 2014, as filing number
201400006694628.
The Debtor submits that all of the Equipment's sale proceeds are
available for its estate as Wells Fargo will likely have been paid
in full from pending real estate sales in the other related
bankruptcy estates that should close prior to the closing on the
sale.
The Debtor submits that the sale of the Equipment is within its
sound business judgment. It has determined that the sale of the
Equipment will maximize the value of its estate and is in the best
interest of the estate and its creditors. The Debtor is no longer
operating and has no other use for the Equipment, so liquidation
makes eminent sense.
The Debtor also asks that if no objections are filed or pending at
the time of hearing on the Motion, that the Court waives the 14-day
stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.
About Cline Grain
Cline Grain, Inc., and several affiliated entities sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-80004) on Jan. 3, 2017. The
debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005),
New Winchester Properties, LLC (17-80006), Michael B. Cline and
Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa
A. Cline (Case No. 17-00014). Allen Cline, as authorized
representative, signed the petitions.
The cases are assigned to Judge Jeffrey J. Graham.
The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.
Cline Grain, Inc., estimated under $50,000 in assets and $1 million
to $10 million in liabilities. Cline Transport, Inc., estimated
between $500,000 to $1 million in assets, while New Winchester
Properties estimated $10 million to $50 million in assets. Both
debtors estimated $1 million to $10 million in liabilities.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
CLINE GRAIN: Sons Buying Farm Equipment for $83K
------------------------------------------------
Allen L. Cline and Michael B. Cline ask the U.S. Bankruptcy Court
for the Southern District of Indiana to authorize the private sale
of farm equipment to Kyle D. Cline, Tyler J. Cline, and Michael L.
Cline for $83,300.
The Debtors own the farm equipment, a list of which is available
at:
http://bankrupt.com/misc/Cline_Grain_548_Sales.pdf
The Debtor and the Purchasers entered into Purchase Agreement for
the sale and purchase of the Equipment. The Debtors propose to
transfer the Equipment to the Purchasers free and clear of any
liens and claims of any and every kind or nature whatsoever.
The Purchasers are the Debtors' sons. Along with the familial
relationship, the Debtor's shareholders and the Purchasers farm the
family's farm ground as a family.
In order to obtain crop input financing for 2016 and 2017 at a time
when the Debtors could not because of their financial difficulties,
the Purchasers and other Cline family members obtained such crop
input loans. Since the Purchasers and the Cline family members are
the borrowers for the crop input loans, but the Debtors still own
the Equipment, an arrangement was temporarily worked out to lease
the Equipment to the Purchasers and other Cline family members.
This arrangement was done to satisfy the conditions of the input
loans (and meet conditions for use of property in the Debtors'
estates), but was a distinction without a difference as far as the
Cline family farming operations go, which have remained the same.
The Debtors also lease their farm ground to the Purchasers, and the
Purchasers (because they have the input loan) are paying the
Debtors to help farm. The Debtors and the Purchasers will continue
to farm together after the closing of the sale, and it is
anticipated that the Debtors will always be jointly involved in all
aspects of the Cline family farm for the foreseeable future.
All of the Debtors' debt has been fully disclosed in their
schedules, and the claims bar dates have passed. After a diligent
search, including reviewing filed claims and the Debtors' records,
the Debtors, upon information and belief, assert that the following
are the only liens, charges, interests in and encumbrances on the
Equipment: (i) UCC-1 financing statement filed by Wells Fargo Bank,
National Association on June 10, 2009, as filing number
200900004850492 against both of the Debtors; and (ii) Federal Tax
Lien filed by the Internal Revenue Service against only Allen as
early as Sept. 26, 2016.
The liens of the IRS and Wells Fargo will be paid in full from the
proceeds from pending real estate sales of farm land. Accordingly,
all funds should go to the estates. By virtue of the Equipment's
joint ownership, one half of the net sale proceeds will be
available to pay creditors in Allen's estate and one half of the
net sale proceeds will be available to pay creditors in Mike's
estate.
The Debtors submit that the sale of the Equipment is within their
sound business judgment. They've have determined that the sale of
the Equipment will maximize the value of their estates and is in
the best interest of the estates and their creditors
The Debtor also asks that if no objections are filed or pending at
the time of hearing on the Motion, that the Court waives the 14-day
stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.
About Cline Grain, Inc.
Cline Grain, Inc., and several affiliated entities sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-80004) on Jan. 3, 2017. The
debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005),
New Winchester Properties, LLC (17-80006), Michael B. Cline and
Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa
A. Cline (Case No. 17-00014). Allen Cline, as authorized
representative, signed the petitions.
The cases are assigned to Judge Jeffrey J. Graham.
The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.
Cline Grain, Inc., estimated under $50,000 in assets and $1 million
to $10 million in liabilities. Cline Transport, Inc., estimated
between $500,000 to $1 million in assets, while New Winchester
Properties estimated $10 million to $50 million in assets. Both
debtors estimated $1 million to $10 million in liabilities.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
COLUMBUS EXPLORATION: Receiver to Sell Rare Coins & Gold Bullion
----------------------------------------------------------------
Ira O. Kane, receiver for Recovery Limited Partnership and Columbus
Exploration LLC, seeks approval from the Franklin County Clerk of
Courts Office to sell all of the rare coins, gold dust, and gold
bullion recovered from the wreck of the S.S. Central America in
2014.
The receiver also seeks the court's approval to enter into a
related agreement with Odyssey Marine Exploration to cap its right
to payments and to resolve disputes and claims of that company.
The Court has scheduled the receiver's request for a hearing to
take place on Nov. 30, 2017, at 9:00 a.m., before the Hon. Laurel
Beatty-Blunt, at 345 South High Street, Courtroom 6(B), Columbus,
Ohio.
Any party wishing to file an objection to the proposed sale must be
filed on or before Nov. 14, 2017, in the Court of Common Pleas of
Franklin County, Ohio, in case numbers 05CVH04-4220 and
O5CVH10-11795.
Copies of the receiver's request, which includes copies of the
proposed agreements, can be found on the website maintained by the
receiver, at http://www.sscentralamerica.org,and on the court's
website at
https://clerk.franklincountyohio.gov/publicrecords/publicrecords,
using the case numbers.
COMSTOCK MINING: Incurs $2.5 Million Net Loss in Third Quarter
--------------------------------------------------------------
Comstock Mining Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.49 million on $26,960 of total revenues for the three months
ended Sept. 30, 2017, compared to a net loss of $2.19 million on
$1.13 million of total revenues for the three months ended
Sept. 30, 2016.
For the nine months ended Sept. 30, 2017, the Company reported a
net loss of $8.20 million on $73,624 of total revenues compared to
a net loss of $9.09 million on $4.64 million of total revenues for
the same period during the prior year.
As of Sept. 30, 2017, Comstock Mining had $32.21 million in total
assets, $19.59 million in total liabilities and $12.61 million in
total stockholders' equity.
The Company commenced production with the Lucerne Mine in 2012, and
ramped up to approximately 20,000 gold-equivalent-ounces of annual
production. The Company completed leaching from its existing leach
pads in December 2016 and is currently planning the exploration and
development of its next two mines, first with its second surface
mine in the Dayton Resource area and then further developing, in
collaboration through an agreement with a potential joint venture
partner, the second phase of development and production from the
Lucerne Mine.
The Company has recurring net losses from operations and an
accumulated deficit of $220.2 million at Sept. 30, 2017. For the
nine-month period ended Sept. 30, 2017, the Company incurred a net
loss of $8.2 million and used $5.1 million of cash in operations.
As of Sept. 30, 2017, the Company had cash and cash equivalents of
$2.3 million, current assets of $8.1 million and current
liabilities of $1.3 million, resulting in current working capital
of $6.8 million.
The Company's current capital resources include cash and cash
equivalents and other net working capital resources, along with a
loan commitment agreement with $7.5 million in unused capacity. The
Company also has an at-the-market equity offering program with
International Assets Advisory LLC, and an equity purchase agreement
with Leviston Resources, LLC, with aggregate unused capacity of
$5.8 million. These capital resources are in addition to certain
planned non-mining asset sales.
In March 2017 (and amended in June and September 2017) the Company
entered into a loan commitment agreement that provides up to $7.5
million in total borrowing capacity and expires in 2021 with an 11%
interest rate. Principal amounts borrowed under this agreement are
not due until 2021. Until Jan. 1, 2019, interest on any borrowings
will be payable in cash and/or in the form of additional
indebtedness under the agreement, at the Company's option. No
amounts have been borrowed under this agreement and the Company has
$7.0 million (after consideration of fees due at the time of
borrowing) of available borrowing capacity as of Sept. 30, 2017.
As of Sept. 30, 2017, the Company has issued shares under the ATM
offering program with IAA and received cash proceeds of $3.7
million. The Company had $1.3 million available to be used under
the ATM Agreement with IAA as of Sept. 30, 2017.
In April 2017, the Company entered into the "Purchase Agreement'
with Leviston for the purchase of up to $7.25 million of shares of
the Company's common stock from time to time, at the Company's
option, limited to $750,000 per month, subject to certain volume
and pricing restrictions. As of Sept. 30, 2017, the Company has
issued shares to Leviston and received cash proceeds of $2.8
million. The Company had $4.5 million available to be used under
the Purchase Agreement as of Sept. 30, 2017.
"While the Company has been successful in the past in obtaining the
necessary capital to support its operations, including registered
equity financings from its existing shelf registration statement,
borrowings, or other means, there is no assurance that the Company
will be able to obtain additional equity capital or other
financing, if needed. However, the Company believes it will have
sufficient funds to sustain its operations during the next 12
months from the date the financial statements were issued as a
result of the sources of funding detailed above," the Company
stated in the Report.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/dJWkLu
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock District in 2003. Since then, the
Company has consolidated a substantial portion of the Comstock
district, secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock district,
expanding its footprint and creating opportunities for exploration
and mining. The goal of the Company's strategic plan is to deliver
stockholder value by validating qualified resources (measured and
indicated) and reserves (probable and proven) of 3,250,000 gold
equivalent ounces by 2013, and commencing commercial mining and
processing operations by 2011, with annual production rates of
20,000 gold equivalent ounces.
Comstock Mining reported a net loss of $12.96 million for the year
ended Dec. 31, 2016, a net loss of $10.45 million for the year
ended Dec. 31, 2015, and a net loss of $9.63 million for the year
ended Dec. 31, 2014.
CONSOL ENERGY: Moody's Affirms B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed CONSOL Energy Inc.'s ratings,
including the Corporate Family Rating (CFR) at B1, Probability of
Default Rating (PDR) at B1-PD, senior unsecured notes at B3 and
Speculative Grade Liquidity (SGL) Rating at SGL-1. The rating
outlook remains stable.
"The affirmation of Consol's B1 ratings assumes a material
reduction in debt through the spin-off of its coal business, offset
by the divestment of those free cash flow generating operations,"
said Elena Nadtotchi, Moody's Vice President and Senior Credit
Officer. "As a pure E&P company, Moody's expect Consol to
accelerate its capital investment and production growth. Consol's
solid leverage metrics pro-forma for the divestment and substantial
committed liquidity support its B1 credit profile, while the
management aims to improve profitability and investments returns."
Rating Actions:
Issuer: CONSOL Energy Inc.
-- Corporate Family Rating, Affirmed B1
-- Probability of Default Rating, Affirmed B1-PD
-- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)
-- Speculative Grade Liquidity Rating, Affirmed SGL-1
-- Outlook, Remains Stable
RATINGS RATIONALE
Consol's B1 CFR reflects Moody's expectation that the company will
deliver profitable production growth from its substantial natural
gas reserve base in 2018. The rating factors in a successful spin
off of the coal business in 2017, as approved by the company's
Board of Directors on October 30, 2017, and a further reduction in
debt in the next few months.
Pro-forma for these transactions, Moody's expects Consol to
generate $500 million in E&P EBITDA in 2017 and to improve its 2017
retained cash flow (RCF)/debt leverage to around 25%, compared to
20% reported on the consolidated basis at the end of 2016. Consol
could strengthen its leverage profile further to above 35% next
year on the back of projected higher volumes and improving average
realized prices, helped by hedging. Factoring Consol's production
growth guidance for 2018, Moody's expects the company to continue
to invest and to generate negative FCF before divestments in 2018,
likely funded from cash.
Moody's expects that the company will maintain a balanced approach
in managing returns to shareholders, including repurchasing of
shares, and will keep to its targeted level of deleveraging with
debt/EBITDA declining below 2.5x in 2018.
The B1 CFR is underpinned by Consol's large footprint and its
significant natural gas resource base in the prolific Marcellus and
Utica shale plays, strong organic production and reserves growth
prospects over the next several years, good liquidity and its
substantial hedge book. The B1 ratings also considers Consol's
single basin concentration in Appalachia, subjecting its natural
gas production to significant basis differentials and relatively
weak margins. The company's negative free cash flow generation and
share repurchase program also weigh on the rating.
Upon closing of the spin off transactions, Consol is projected to
maintain a good liquidity position, which is reflected in the SGL-1
rating. Consol's liquidity is supported by its $1.5 billion
committed secured revolver facility that matures on June 18, 2019.
The borrowing base is $2 billion, providing opportunity for future
increases in borrowing capacity and limiting downside risk to the
committed capacity in future redeterminations. Moody's expects
Consol to remain in compliance with the two financial covenants (a
minimum interest coverage ratio of 2.5x and a minimum current ratio
of 1x) in its credit facility though 2018. Although Consol may
raise additional liquidity from asset sales, substantially all of
its assets have been pledged to the revolver lenders including its
equity interest in CONE Gathering, LLC, and CONE Midstream
Partners, LP. Consol does not have any meaningful senior notes
maturities until 2022.
The stable outlook reflects Moody's expectation that Consol will
start delivering tangible improvements in operating cash margins,
resulting in higher returns and a stronger leverage profile in
2018.
Consol's B1 ratings could be upgraded if the company demonstrates a
sustainable improvement in profitability and capital returns amid
expected growth in production, with RCF/debt maintained above 30%
and LFCR above 1.5x. Moody's will also look for a sustained strong
liquidity position and a clear path to FCF neutrality.
The ratings could be downgraded if there is a lack of improvement
in cash margins and operating cash flows or a substantial increase
in leverage amid higher than expected negative FCF generation or
distributions to the shareholders. RCF/debt declining below 20%
could result in a ratings downgrade.
Consol's senior unsecured notes are rated B3, two notches below the
CFR, given the significant size of the secured credit facility in
the capital structure that has a priority claim and security over
substantially all of the company's assets. Moody's Loss Given
Default Methodology indicates a one notch separation between the
notes rating and the CFR following the changes in revolver size and
notes outstanding. However, Moody's believes that the assigned B3
rating is more appropriate given the anticipated negative free cash
flow and relatively weak asset value coverage of debt relative to
similarly rated peers.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
CONSOL Energy Inc. ("Consol") is a large natural gas oil and gas
exploration and production (E&P) company with primary operations in
the Appalachia.
CORNBREAD VENTURES: Taps Perkins Coie as Bankruptcy Counsel
-----------------------------------------------------------
Cornbread Ventures, LP, seeks authority from the United States
Bankruptcy Court for the District of Arizona (Phoenix) to employ
Perkins Coie LLP as the Debtor's bankruptcy counsel.
Services required of Perkins Coie are:
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 property;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest and advising and consulting
on the conduct of this Chapter 11 case, including all the legal and
administrative requirements of operating in Chapter 11;
c. assist the Debtor with the preparation of its Schedules of
Assets and Liabilities and Statement of Financial Affairs;
d. advise the Debtor in connection with any contemplated sales
of assets or business combinations, formulate and implement
appropriate procedures with respect to the closing of any
transactions, and counsel the Debtor in connection with the
transactions;
e. advise the Debtor in connection with any post-petition
financing arrangements and negotiating and drafting related
documents, providing advice and counsel with respect to prepetition
financing agreements and their possible restructuring;
f. advise the Debtor on matters relating to the assumption,
rejection, or assignment of unexpired leases and executory
contracts;
g. advise the Debtor with respect to legal issues arising in
or relating to the Debtor's ordinary course of business including
attendance at senior management meetings and meetings with the
Debtor's board of directors;
h. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against it,
negotiations concerning all litigation in which the Debtor is
involved, and objecting to claims filed against the Debtor's
estate;
i. prepare, on the Debtor's behalf, all motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estate;
j. negotiate and prepare on the Debtor's behalf, if necessary
and advisable under the circumstances, a Chapter 11 plan, related
disclosure statement, and all related agreements and documents and
taking any necessary action on the Debtor's to obtain confirmation
of that plan;
k. attend meetings with creditors and other third parties, and
participate in negotiations with respect to the above matters;
l. appear and advance the Debtor's interests before this
Court, any appellate courts, and the US Trustee; and
m. perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with this
Chapter 11 case.
Jordan Kroop attests that Perkins Coie does not hold or represent
an interest adverse to the Debtor's estate and is a "disinterested
person," as that term is defined in Bankruptcy Code Sec. 101(14)
and modified by Sec. 1107(b), with respect to the matters for which
Perkins Coie is to be employed.
Perkins Coie's hourly rates range between approximately $300 to
$1,100 for lawyers, and $125 to $350 for paralegals. In
consideration of the needs of this case, Jordan Kroop's hourly rate
for 2017 is $695.
The Firm can be reached through:
Jordan A. Kroop, Esq.
Bradley A. Cosman, Esq.
PERKINS COIE LLP
2901 N Central Ave, Suite 2000
Phoenix, AZ 85012
Tel: 602-351-8017
Fax: 602-648-7076
Email: jkroop@perkinscoie.com
bcosman@perkinscoie.com
About Cornbread Ventures
Cornbread Ventures, LP is the owner and operator of Z'Tejas
Southwestern Grill. The company was founded in 2015 and is based
in Austin, Texas. Cornbread Ventures filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 17-12877) on October 30, 2017. The
petition was signed by Michael Stone, its president and general
partner.
Judge Brenda K. Martin presides over the case. The Debtor is
represented by Jordan A Kroop, Esq. at Perkins Coie LLP as
counsel.
At the time of filing, the Debtor estimated $1 million to $10
million in both assets and liabilities.
CT CARE LLC: Seeks Authorization to Use Cash Collateral
-------------------------------------------------------
CT Care, LLC, seeks authorization from the U.S. Bankruptcy Court
for the Northern District of Illinois for the use of certain cash
and cash equivalents in which MidCap Funding IV, LLC, and the U.S.
Department of Housing and Urban Development assert an interest.
The Debtor asserts that it is essential that it be authorized to
use cash collateral to pay its typical and customary operating
expenses in order for the Debtor to continue to operate its
business and manage its financial affairs in the ordinary course
and effectuate an effective reorganization.
The proposed Budget provides the Debtor's monthly cash flow
projections for the week ending Nov. 4, 2017 through the week
ending Dec. 30, 2017, and itemizes the Debtor's cash needs --
approximately $688,064 -- during the relevant period
On July 2012, CC Care and its debtor-affiliates entered into a
financing transaction with MidCap Funding IV, LLC, that was amended
numerous times through the present. The MidCap Loans are in the
nature of revolving credit lines funded from and secured by the
accounts receivable of the Operating Debtors. As of the Petition
Date, the approximate balance due to MidCap is $8,700,000.
The U.S. Department of Housing and Urban Development is asserting
liens against the Debtor's assets, including cash collateral, which
secures an aggregate indebtedness of approximately $96,000,000 owed
to HUD by certain related non-Debtors for mortgages extended to
such non-Debtors. These mortgages are on the properties from which
the Related Debtors operate their business.
Accordingly, the Debtor proposes use cash collateral and to provide
adequate protection to MidCap and HUD upon the following terms and
conditions:
(a) The Debtor will permit MidCap and HUD to inspect the
Debtor's books and records;
(b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and other damage;
(c) Upon reasonable request, the Debtor will make available to
MidCap and HUD evidence of that which purportedly constitutes their
collateral or proceeds;
(d) The Debtor will properly maintain its assets in good
repair and properly manage its business; and
(e) MidCap and HUD will be granted valid, perfected,
enforceable security interests in and to the Debtor's post-petition
assets, including all proceeds and products which are now or
hereafter become property of the estate to the extend and priority
of their alleged pre-petition liens, if valid, but only to the
extent of any diminution in the value of such assets during the
commencement of the Debtor's Chapter 11 case through the next
hearing on the use of cash collateral.
A full-text copy of the Debtor's Motion, dated October 31, 2017, is
available at http://tinyurl.com/ybcc39ea
A copy of the Debtor's Budget is available at
http://tinyurl.com/ycbklqjq
About CC Care and Affiliates
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Illinois
FT Care Frankfort Terrace Nursing Center, Frankfort, Illinois
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Illinois
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, manager and designated
representative, signed the petitions.
Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No.
17-32411 is assigned to Judge Deborah L. Thorne.
At the time of filing, the CC Care estimated $1 million to $10
million in assets and liabilities.
The Debtors are represented by Crane, Heyman, Simon, Welch & Clar
and Burke Warren Mackay & Serritella P.C.
CUMULUS MEDIA: Amends 'Change in Control' Pacts with Executives
---------------------------------------------------------------
Cumulus Media Inc. amended existing "change of control" provisions
in the employment agreements with (i) John Abbot, the Company's
executive vice president, treasurer and chief financial officer, on
Oct. 25, 2017, (ii) Richard Denning, the Company's senior vice
president, secretary and general counsel, on Oct. 25, 2017, and
(iii) Mary Berner, the Company's president and chief executive
officer, on Oct. 26, 2017. These amendments are intended to
clarify language that was not consistent with the intent of the
Employment Agreements when they were originally adopted.
As amended, the definition of "change of control" in the Employment
Agreements means the date (i) any one person, or more than one
person acting as a group, acquires ownership of stock of the
Company that, together with stock of the Company held by such
person or group, constitutes more than 50% of the total fair market
value or total voting power of the stock of the Company; provided,
if any one person, or more than one person acting as a group, is
considered to own more than 50% of the total fair market value or
total voting power of the stock of the Company, the acquisition of
additional stock by the same person or persons is not considered to
cause a "change in control;" (ii) any one person, or more than one
person acting as a group, acquires (or has acquired during the
twelve-month period ending on the date of the most recent
acquisition by such person or persons) ownership of the Company's
stock possessing 30% or more of the total voting power of the stock
of the Company; (iii) a majority of members of the Company's board
of directors is replaced during any twelve-month period by
directors whose appointment or election is not endorsed by a
majority of the members of the Board before the date of the
appointment or election; (iv) the consummation of a merger or
consolidation involving the Company or in which Company securities
are issued other than a merger or consolidation that results in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity)
more than 50% of the combined voting power of the voting securities
of the Company or such surviving entity outstanding immediately
after such merger or consolidation; or (v) any one person, or more
than one person acting as a group, acquires (or has acquired during
the twelve-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that
have a total gross fair market value equal to or more than 40% of
the total gross fair market value of all of the assets of the
Company immediately before such acquisition or acquisitions.
In addition, as amended, Mr. Abbot's Employment Agreement entitles
him to (i) a pro rata annual bonus upon any termination other than
for "cause" or due to his voluntary termination without "good
reason" and (ii) base severance benefits equal to 1.5 times the sum
of Mr. Abbot's base salary and target bonus upon termination by the
Company without "cause," upon non-renewal by the Company or upon
termination by Mr. Abbot with "good reason." If such a termination
occurred within twelve months after a "change in control" occurring
before Oct. 13, 2018, the applicable severance multiple would be
2.5 and would be 2.0 if such "change in control" occurred after
Oct. 13, 2018.
Supplemental Incentive Plan Extension
On Oct. 26, 2017, upon the recommendation of the Compensation
Committee of the Board, the Board approved the extension of the
term of the Company's 2017 supplemental incentive plan through Dec.
31, 2018, effective upon the approval by the Board of the
applicable SIP performance targets, subject to the Company's
authority to terminate the SIP as of the end of any calendar
quarter during the term of the SIP, on substantially the same terms
and conditions previously approved by the Board.
About Cumulus Media
Atlanta, Georgia-based Cumulus Media Inc. --
http://www.cumulus.com/-- is a radio broadcasting company. The
Company is also a provider of country music and lifestyle content
through its NASH brand, which serves through radio programming,
NASH Country Weekly magazine and live events. Its product lines
include broadcast advertising, digital advertising, political
advertising and non-advertising based license fees. Its broadcast
advertising includes the sale of commercial advertising time to
local, national and network clients. Its digital advertising
includes the sale of advertising and promotional opportunities
across its Websites and mobile applications. Its across the nation
platform generates content distributable through both broadcast and
digital platforms.
Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debt that topped $97
million as of June 30, 2011.
Cumulus Media incurred a net loss of $510.7 million in 2016
following a net loss of $546.49 million in 2015. As of June 30,
2017, Cumulus Media had $2.40 billion in total assets, $2.89
billion in total liabilities and a total stockholders' deficit of
$491.8 million.
* * *
In March 2017, S&P Global Ratings raised its corporate credit
rating on Cumulus Media Inc. and its subsidiary Cumulus Media
Holdings Inc. to 'CCC' from 'CC'. The rating outlook is negative.
"We believe Cumulus may look to exchange debt at subpar levels or
repurchase debt at discounted levels in 2017, which we would view
as tantamount to default, based on our criteria," said S&P Global
Ratings' credit analyst Jeanne Shoesmith. "We could lower our
ratings on the company if it announces a subpar debt tender offer."
Various tranches of debt at Cumulus are currently trading at
roughly a 30% to 60% discount to par.
In April 2017, Moody's Investors Service downgraded Cumulus Media
Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured
credit facilities to 'Caa1' from 'B3', and senior unsecured notes
to 'Ca' from 'Caa3'. The outlook was changed to negative from
stable. The downgrade reflects the elevated risk of a
restructuring of its balance sheet and its unsustainable leverage
level of 11.3x (excluding Moody's standard lease adjustments) as of
Q4 2016.
DASAN ZHONE SOLUTIONS: PwC LLP Raises Going Concern Doubt
---------------------------------------------------------
DASAN Zhone Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $15.33 million on $150.30 million of total net revenue
for the fiscal year ended December 31, 2016, compared with a net
loss of $3.34 million on $139.20 million of total net revenue in
2015.
PricewaterhouseCoopers LLP in San Jose, Calif., states that the
Company has a significant amount of debt that is due within twelve
months and experienced recurring losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.
The Company's balance sheet at December 31, 2016, showed $145.45
million in total assets, $78.58 million in total liabilities,
$416,000 in non-controlling interest, and a total stockholders'
equity of $66.45 million.
A copy of the Form 10-K is available at:
https://is.gd/DqqDlu
About DASAN Zhone Solutions
DASAN Zhone Solutions, Inc., formerly Zhone Technologies, Inc.,
designs, develops and manufactures communications network equipment
for telecommunications operators and enterprises across the world.
The Company's products provide enterprise solutions that enable
both network service providers and enterprises to deliver high
speed fiber access, while transporting voice, video and data to the
end user. In addition to its product offerings in its core
business, it offers FiberLAN Passive Optical local area network
(LAN), which provides an alternative to switched copper-based LANs.
DECATUR ATHLETIC: New Plan Raises WEFI's Monthly Payment to $1,415
------------------------------------------------------------------
Decatur Athletic Club, LLC filed with the U.S. Bankruptcy Court for
the Northern District of Alabama an amended disclosure statement
for its chapter 11 plan of reorganization dated Oct. 27, 2017.
Class 1(c) under the amended plan consists of the Allowed Secured
Claim of Western Equipment Finance, Inc., in the amount of $75,000,
accruing interest at 5.0%, per annum, by consent order dated Sept.
15, 2017. Class1(c) will be paid in 60 equal monthly installments
commencing 60 days after the Effective Date of the Plan. Such
payments will be $1,415.34, per month until paid. This payment will
be paid direct by the Debtor.
The initial version of the plan provided that the Allowed Secured
Claim of the Western Equipment Finance, Inc., is in the amount of
$25,000, accruing interest at 5.25%, per annum. The Debtor reserves
the right to change valuation of such claim. The Debtor seeks to
reduce the interest rate on this claim from 10% to 5.25%, per
annum. Class 1(c) will accrue interest at 5.25%. Class1(c) will be
paid in 60 equal monthly installments commencing 60 days after the
Effective Date of the Plan. Such payments will be $474.65, per
month until paid.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/alnb17-81439-11-154.pdf
About Decatur Athletic Club
Decatur Athletic Club, LLC owns the Pulse Fitness Center, a health
center located at 1801 Beltline Road SW, Suite 420, Decatur,
Alabama.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ala. Case No. 17-81439) on May 10, 2017. Jeremy
Goforth, owner, signed the petition.
At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of less than $500,000.
Judge Clifton R. Jessup Jr. presides over the case. Stuart M.
Maples, Esq., at Maples Law Firm, PC, serves as the Debtor's
bankruptcy counsel.
DIOCESE OF NEW ULM: Schultzes Buying New Ulm Property for $42K
--------------------------------------------------------------
Judge Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on Nov. 30, 2017 at
10:30 a.m. to consider The Diocese of New Ulm's sale of the final
Oak Bluffs parcel legally described as Lot 3, Block 2, Oak Bluff's
6th Addition, commonly known as 19 Bishop Lucker Lane, New Ulm,
Brown County, Minnesota, outside the ordinary course of business to
Roger and Margaret A. Schultz for $41,900.
The objection deadline is Nov. 24, 2017.
In the 1960s, the Diocese acquired certain real estate on a
contract for deed that was part of a larger tract of farmland. In
1999, the City of New Ulm approached the Diocese because of a
shortage of building lots available in the city limits and the
Diocese decided to parcel out the farmland into residential
building lots. The Diocese created two initial subdivisions and
sold all of the lots in those subdivisions.
After all of the lots were sold in the first two subdivisions, the
Diocese created the Oak Bluffs 6th Addition subdivision ("Oak
Bluffs"). Oak Bluffs originally contained 35 lots for sale. The
Diocese began selling the lots in May of 2006 and has continuously
marketed the lots since that time. The Diocese lists the parcels
annually with Valley Properties, Inc. and has agreed to pay Valley
Properties, Inc. $1,250 per lot sold.
As of the Filing Date, only six lots remain in Oak Bluffs, but the
Diocese entered into purchase agreements for five of the lots prior
to the Filing Date. The five purchase agreements were listed as
executory contracts on the Diocese's bankruptcy schedules. On
April 6, 2017, the Diocese filed a motion to assume the purchase
agreements, and, on April 20, 2017, the Court entered an order
approving the assumption of the purchase agreements. The Diocese
subsequently performed under the purchase agreements and completed
the sales of the parcels.
The Diocese now asks an order approving the sale of the Final Oak
Bluffs Parcel to the Proposed Purchasers for $41,900 pursuant to
the Purchase Agreement: Vacant Land (Residential), which is
contingent upon the Court's approval of the transaction. The
earnest money is $500. The date of closing is Dec. 2, 2017.
The offer received from the Proposed Purchasers is the highest and
best offer the Diocese has received for the Final Oak Bluffs Parcel
since the Diocese began marketing the Oak Bluffs parcels in 2006.
Thus, the Diocese believes that the sale price is fair and
reasonable. All the negotiations have taken place through the
Diocese's real estate agent, Valley Properties, Inc.
A copy of the Agreement attached to the Notice is available for
free at:
http://bankrupt.com/misc/Diocese_of_New_Ulm_155_Sales.pdf
The Diocese further asks that the Court orders that the stay
provided in Bankruptcy Rules 4001 and 6004 does not apply to the
immediate implementation of the sale.
About Diocese of New Ulm
The Diocese of New Ulm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3,
2017. The petition was signed by Monsignor Douglas L. Grams, vice
general. The case is assigned to Judge Robert J. Kressel. At the
time of the filing, the Debtor estimated assets of $10
million to $50 million and liabilities of less than $50,000. James
L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the
Debtor's legal counsel.
DOUBLE EAGLE: Hires Colvin Smith as Special Counsel
---------------------------------------------------
Double Eagle Energy Services, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Louisiana to employ
Colvin Smith & McKay, as special counsel to the Debtor.
Pre-petition, the Debtor was party to a Natural Gas Pipeline
Construction Contract with Mark West Utica EMG, LLC for the
construction of a pipeline in Ohio. The Debtor alleges that Mark
West failed to tender proper payment for services rendered pursuant
to the Contract. Approximately one year ago, in connection with
this alleged breach, the Debtor hired counsel in Louisiana and in
Ohio to assist in filing a lien in connection with work performed
pursuant to the Contact. Mark West's alleged breach of contract
and failure to pay was one factor which led the Debtor to seek
bankruptcy protection under Chapter 11.
Double Eagle requires Colvin Smith to assist and represent the
Debtor in filing a breach of contract suit against Mark West for
the recovery of certain disputed charges totaling $3,700,000 and
for consequential damages resulting from Mark West's alleged
breach. Additionally, Double Eagle requires Colvin Smith to assist
and represent the Debtor in filing suit against the pipeline owners
and landowners to enforce its lien, as part of the same
litigation.
Colvin Smith will be paid at these hourly rates:
Attorneys $185 - $200
Paralegals $85
Colvin Smith will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James H. Colvin, Jr., partner of Colvin Smith & McKay, 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.
Colvin Smith can be reached at:
James H. Colvin, Jr., Esq.
COLVIN SMITH & MCKAY
900 Market Street, Suite 300
Shreveport, LA 71101
Tel: (318) 429-6770
About Double Eagle Energy Services, LLC
Founded in 2006, Double Eagle Energy Services, a company based in
Alexandria, Louisiana, provides general contracting services
including constructing water and sewer mains.
The Debtor filed a Chapter 11 petition (Bankr. W.D. La. Case No.
17-80717) on July 17, 2017. In its petition, the Debtor indicated
$12.41 million in total assets and $13.18 million in total
liabilities. The petition was signed by Joe Ratcliff or Bob
Ratcliff, its owners.
Judge John W. Kolwe presides over the case. Bradley L. Drell, Esq.,
at Gold, Weems, Bruser, Sues & Rundell, serves as the Debtor's
bankruptcy counsel. The Debtor hired Colvin, Smith & McKay as its
special counsel.
DYNAMIC AIRWAYS: Lines Up New Loan, Prepares Chapter 11 Plan
------------------------------------------------------------
Jonathan Randles, writing for The Wall Street Journal Bankruptcy
Pro, reported that the owners of Dynamic International Airways LLC
have agreed to loan their charter airline another $2.5 million as
the company prepares to file a chapter 11 plan.
According to the report, citing papers filed in the U.S. Bankruptcy
Court in Greensboro N.C., the loan would be provided by lender
Solitude Strategies LLC, a company co-owned by Kenneth Woolley and
Paul Kraus who acquired the charter airline in 2013. Dynamic
canceled two flight contracts earlier this month, prompting the
need for additional financing, the report said, citing the company
as saying in court papers.
Dynamic is seeking authority to immediately draw as much as $1.5
million, with an option to draw another $1 million in December, if
necessary, the report related. The company also said in court
papers it expects to file a chapter 11 plan and a disclosure
statement describing the terms of the plan, the report further
related.
The company said it has faced challenges recently because some of
its aircraft have been grounded, though it anticipates they will
return to service in the next two weeks, the report said. Dynamic
said a "permitting issue" arose with Chile’s aviation authority
that resulted in the cancellation in October of one of its
contracts, the report added. Dynamic also said it canceled a
separate contract with fellow charter airline Latin America Wings
because it failed to pay and has held one of its aircraft in Chile,
the report noted.
About Dynamic International Airways
Dynamic International Airways, LLC owns and operates a full-service
aviation enterprise, and is a licensed and certificated air
carrier. It was formed in 2010 and operates in High Point, North
Carolina.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D.N.C. Case No. 17-10814) on July 19, 2017. The case
is assigned to Judge Catharine R. Aron. At the time of the filing,
the Debtor disclosed that it had estimated assets of $10 million to
$50 million and liabilities of $50 million to $100 million.
The Debtor hired Bell Davis & Pitt, PA, and Garman Turner Gordon
LLP, as attorneys, and MJAC L.L.C., d/b/a Allison Consulting, as
financial advisor.
An official committee of unsecured creditors has been appointed in
the Debtor's case. The committee hired Saul Ewing LLP and Poyner
Spruill LLP as its bankruptcy counsel, and AlixPartners, LLP, as
financial advisor.
ECM GROUP: Hires Noble Law Firm as Bankruptcy Counsel
-----------------------------------------------------
ECM Group, Inc., seeks authority from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Noble Law Firm, P.A., as
counsel to the Debtor.
ECM Group requires Noble Law Firm to:
a. give advice to the Debtor with respect to its powers and
duties as debtor-in-possession and the continued management
of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interest of the Debtor in all matters pending
before the Bankruptcy Court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Noble Law Firm 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.
Kenneth Ray Noble, III, partner of Noble Law Firm, 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.
Noble Law Firm can be reached at:
Kenneth Ray Noble, III, Esq.
NOBLE LAW FIRM, P.A.
6199 N. Federal Highway
Boca Raton, FL 33487
Tel: (561) 353-9300
Fax: (305) 657-3383
E-mail: ray@noblelawfirmpa.com
About ECM Group, Inc.
ECM Group, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-22636) on October 18, 2017. The Debtor is
represented by Kenneth Ray Noble, III, Esq., at Noble Law Firm,
P.A.
ENCLAVE BUSINESS: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: Enclave Business Park, L.P.
1709 Midpark Drive, Suite A2
Knoxville, TN 37921
Type of Business: Enclave Business Park listed its business as a
Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). The company owns in
fee simple interest 32 acres of land located at
Mitchell Road Oak Ridge, Tennessee valued at $4
million.
Chapter 11 Petition Date: November 3, 2017
Case No.: 17-33343
Court: United States Bankruptcy Court
Eastern District of Tennessee (Knoxville)
Judge: Hon. Suzanne H. Bauknight
Debtor's Counsel: Thomas Lynn Tarpy, Esq.
TARPY, COX, FLEISHMAN & LEVEILLE, PLLC
1111 Northshore Drive
Landmark Tower North
Suite N-290
Knoxville, TN 37919
Tel: (865) 588-1096
Fax: (865) 588-1171
E-mail: ltarpy@tcflattorneys.com
Total Assets: $4.92 million
Total Liabilities: $1.76 million
The petition was signed by Walter Wise, president of general
partner EBP, Inc.
A copy of the Debtor's list of four unsecured creditors is
available for free at:
http://bankrupt.com/misc/tneb17-33343_creditors.pdf
A full-text copy of the Chapter 11 petition is available for free
at http://bankrupt.com/misc/tneb17-33343.pdf
ENGY GROUP: May Obtain Up to $350,000 Financing
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted The Engy Group and its majority owner, Francois Stanislas
Bellon, permission to incur debt in the principal sum of up to
$350,000.
The Lender is entitled to an administrative expense claim for the
amount so loaned.
A copy of the court order is available at:
http://bankrupt.com/misc/txsb17-34848-72.pdf
As reported by the Troubled Company Reporter on Oct. 12, 2017, the
Debtors filed a motion seeking court permission to obtain unsecured
credit from Mowery Plant, LLC. The Lender offered to make an
unsecured loan to the Debtor up to the total principal sum of
$350,000 -- without interest, payable in accordance with the terms
of the promissory note -- to be used for the purpose of paying
professional fees allowed by court order.
About Engy Group
Engy Group is private equity investment and energy management firm.
It owns 94% of the equity units in Texas Engy Drums, LLC, a Texas
limited liability company, and 100% of the equity units in Engy
Belvoir Ventures LLC, a Texas limited liability company. Other
investors own the remaining 6% of the equity interests in Engy
Drums.
The Engy Subsidiaries in turn own interests in Engy Southwest
Container Products, Inc., a steel drum production business; Engy
Belvoir Healthcare LLC, owner of a loan and option to buy a
hospital; and Mowery Plant, LLC, the entity that owns the land and
the physical plant at which the steel drums are produced.
The Engy Group, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 17-34848) on Aug. 8, 2017. The petition was signed by
Francois-Stanislas Bellon, manager. At the time of filing, the
Debtor estimated assets and liabilities between $10 million and $50
million. The case is assigned to Judge Marvin Isgur. The Debtor
is represented by Kyung Shik Lee, Esq., at Diamond McCarthy LLP.
No committee or trustee has been appointed in the Debtor's case.
ENTEGRIS INC: Moody's Assigns Ba3 Rating to New Sr. Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service rated Entegris Inc.'s new Senior
Unsecured Notes ("New Notes") at Ba3 and upgraded Entegris's
ratings: Corporate Family Rating ("CFR") to Ba2 from Ba3,
Probability of Default Rating ("PDR") to Ba2-PD from Ba3-PD, Senior
Secured rating to Baa3 from Ba1, and Senior Unsecured rating to Ba3
from B1. Moody's affirmed the SGL-1 Speculative Grade Liquidity
("SGL") rating. The upgrade to the ratings follows Entegris's
repayment of $100 million of Senior Secured debt during twelve
months ended July 1, 2017, its commitment to further debt reduction
over the next year, and Moody's expectation that the improvement in
the company's EBITDA margin to the mid to upper 20 percent level
(Moody's adjusted) will be sustained. The outlook is stable.
Ratings on the Senior Unsecured Notes due 2022 ("Existing Notes")
will be withdrawn upon repayment.
Entegris intends to use the proceeds of the New Notes to redeem all
of the $360 million of outstanding Existing Notes, with excess
proceeds retained as cash for general corporate purposes.
RATINGS RATIONALE
The Ba2 CFR reflects Entegris's niche position in certain market
segments, such as wafer handling equipment and filters, which have
limited competition from larger firms. The rating also reflect
Entegris's consistent free cash flow ("FCF") generation due to
modest capital expenditure requirements and the longer life cycle
of many of Entegris's products, which can exceed five years on
legacy production nodes, providing a base of recurring demand.
Moreover, Moody's anticipates continued deleveraging through both
debt repayment and EBITDA growth, with debt to EBITDA declining
from about 2.3x (latest twelve months ended 7/1/2017, proforma for
this refinancing, Moody's adjusted) to below 2x (Moody's adjusted)
over the next year. Moody's expects the company to refrain from
debt-funded shareholder returns.
Nevertheless, as a supplier to the semiconductor industry, demand
can be volatile, driven by changes in semiconductor industry
production volume. Demand is also influenced by the capital
spending levels of Entegris's customers, which can decline
following the completion of a production node transition. Moody's
believes that Entegris has limited negotiating leverage due to the
large customer concentration (2016: Taiwan Semiconductor
Manufacturing Company Ltd. accounted for 14% of revenues; top 10
customers accounted for about 45%).
The stable outlook reflects Moody's expectation that revenues will
grow at least in the mid-single digits percent over the next year.
Moody's expects that Entegris will deleverage through a combination
of debt reduction and EBITDA growth such that the ratio of debt to
EBITDA (Moody's adjusted) will decline to below 2x over the next
year.
The rating could be upgraded if:
* Revenues approach $1.5 billion and
* the EBITDA margin (Moody's adjusted) is sustained above 30
percent and
* FCF to debt (Moody's adjusted) is sustained above 20 percent and
* Entegris maintains a very good liquidity profile
The rating could be downgraded if:
* Revenue growth trails the semiconductor industry or
* EBITDA margin is sustained below the mid-20s percent level
(Moody's adjusted) or
* FCF to debt (Moody's adjusted) is sustained below 10 percent
(Moody's adjusted)
The Baa3 rating of the senior secured term loan reflects its
seniority in the capital structure, the collateral package, and the
large cushion of unsecured liabilities. The Ba3 rating of the
senior unsecured notes reflects the relatively higher expected loss
in a default scenario, from the subordinated position as an
unsecured claim.
The SGL-1 liquidity rating reflects Entegris's very good liquidity
profile. Moody's expects Entegris will keep at least $400 million
of cash and will generate free cash flow ("FCF") of at least $100
million over the next year. Alternative liquidity is provided by an
unrated $75 million asset-based revolver ($63 million borrowing
base at July 1, 2017), which Moody's expects will remain undrawn.
Due to previous Term Loan prepayments, Entegris does not have
material required debt amortization over the near term, though it
is Entegris's intent to make debt repayments totaling $100 million
over the twelve months ending June 2018, as Entegris has booked
this amount as the current portion of long term debt in its
July 1, 2017 public financial statements.
Assignments:
Issuer: Entegris, Inc.
-- Senior Unsecured Regular Bond/Debenture, assigned Ba3 (LGD4)
Upgrades:
Issuer: Entegris, Inc.
-- Corporate Family Rating (Local Currency), upgraded to Ba2 from
Ba3
-- Probability of Default Rating, upgraded to Ba2-PD from Ba3-PD
-- Senior Secured Term Loan, upgraded to Baa3 (LGD2) from Ba1
(LGD2)
-- Senior Unsecured Regular Bond/Debenture, upgraded to Ba3
(LGD4) from B1 (LGD5)
Ratings Affirmed:
Issuer: Entegris, Inc.
-- Speculative Grade Liquidity Rating, affirmed at SGL-1
Outlook Actions:
Issuer: Entegris, Inc.
-- Outlook, Remains Stable
Entegris, Inc., based in Billerica, Massachusetts, develops and
manufactures products, including filters, materials handling
equipment, and specialty chemicals used in the manufacture of
semiconductors and other microelectronic components.
The principal methodology used in this rating was the Semiconductor
Industry Methodology published in December 2015.
ENTEGRIS INC: S&P Rates Proposed Senior Unsecured Notes 'BB-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level and '5' recovery
rating to Billerica, Mass.-based semiconductor device products
manufacturer Entegris Inc.'s announced new $450 million senior
unsecured notes, proceeds of which it will use to refinance the
firm's existing $360 million of unsecured notes. The '5' recovery
rating indicates S&P's expectation for modest (10%-30%; rounded
estimate: 15%) recovery of principal in the event of a payment
default.
S&P said, "We also raised our rating on the company's senior
secured first-lien term loan to 'BBB-' from 'BB+' and revised our
recovery rating to '1' from '2'. The '1' recovery rating indicates
our expectation for full (90%-100%; rounded estimate: 95%) recovery
of principal in the event of a payment default.
"Our 'BB' corporate credit rating and stable rating outlook on
Entegris remain unchanged. Although the transaction will raise
Entegris's total funded debt to $634 million and raise leverage
modestly to approximately 1.2x, we expect leverage to decline going
forward as EBITDA margins improve and the company continues to
accelerate principal payments on the first-lien term loan. Our
stable outlook is based on our expectation that leverage will
continue to remain below 2x, and that an aggressive expansion of
shareholder returns or acquisition activity is unlikely."
RECOVERY ANALYSIS
Key analytical factors
-- S&P assigned a '5' recovery rating to Entegris's new senior
unsecured notes and revised the recovery rating on the firm's
senior secured debt to '1' from '2'.
-- S&P's simulated default scenario assumes a default in 2022 as a
result of intensified competition, pricing pressure, and wafer
start declines due to a prolonged downturn in the semiconductor
industry.
-- S&P has valued the company on a going-concern basis, using a
5.0x multiple of our projected emergence-level EBITDA.
-- The valuation multiple reflects the volatility of the
semiconductor industry, offset by Entegris's leading share in a
number of products, strong research and development capabilities,
and solid customer relations.
-- S&P believes that about 75% of Entegris's enterprise value lies
in nonobligor subsidiaries.
Simplified waterfall
-- EBITDA at emergence: about $60 million
-- Valuation multiple: 5x
-- Net enterprise value (after 5% administrative costs): about
$310 million
-- Valuation split in % (obligors/nonobligors): 25/75
-- Priority claims: about $45 million
-- Collateral value available to secured creditors: about $170
million
-- Secured first-lien claims: about $160 million
--Recovery expectation: 90% to 100% (rounded estimate: 95%)
-- Total value available to unsecured claims: about $90 million
-- Senior unsecured debt and pari passu claims: about $460 million
--Recovery expectation: 10% to 30% (rounded estimate: 15%)
RATINGS LIST
Entegris Inc.
Corporate Credit Rating BB/Stable/--
New Rating
Entegris Inc.
$450 mil. notes due 2026
Senior Unsecured BB-
Recovery Rating 5 (15%)
Upgraded; Recovery Rating Revised
Entegris Inc.
To From
Senior Secured BBB- BB+
Recovery Rating 1 (95%) 2 (80%)
FEDERAL BUSINESS: Unsecs. To Be Paid Through Fairfax Property Sale
------------------------------------------------------------------
Federal Business Corporation Government Division filed with the
U.S. Bankruptcy Court for the Eastern District of Virginia a
disclosure statement dated Oct. 18, 2017, referring to the Debtor's
plan of reorganization.
A hearing on the Disclosure Statement is scheduled for Nov. 21,
2017, at 11:00 a.m.
Class 8 Unsecured Claims will be paid pro rata from any funds from
the sale of the Fairfax real estate properties after payment of
mortgages, cost of sale, and real estate taxes. This is an
impaired claim.
The Plan will be funded as follows:
1. the Debtor will sell the three real properties;
2. the Debtor will either sell or turn in the vehicles;
3. the Debtor will market the equipment;
4. the Debtor will continue attempts to collect the pre-
filing account receivables;
5. officers of the Debtor and others, who do not include
Catherine Prosser, will pay $25,000.00 for purchase of
stock in the company.
Funds from the sale of Suite 120, after payment of United Bank will
be used to pay unsecured or undersecured creditors. Funds from the
sale of the Fairfax Properties, after payment of any amount due to
Fulton Bank and payment of Fairfax real estate taxes, will also be
used to pay unsecured or undersecured creditors. Any funds
received from sale of equipment, collection on pre-filing accounts
receivable, and from the purchase of the stock in the company will
go to pay the secured Class 4 and Class 5 claims of Tech Data and
Fulton Bank.
During the period prior to the sale of the real properties, Debtor
will continue to make mortgage payments to United Bank and adequate
protection payments to Fulton Bank, as well as paying real estate
taxes and insurance on the real properties.
The Distribution Date will be the date of the sale of the last
three real properties, but in no event, later than six months after
the date of the approval of the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/vaeb17-12128-91.pdf
About Federal Business Systems
Federal Business Systems Corporation Government Division --
http://www.fbscgov.us.com/-- provides information technology
solutions to federal, state and local governments, as well as
commercial sector entities. FBSCGOV is headquartered in
Wilmington, Delaware with offices in Loudoun County, Virginia, and
Centreville, Virginia.
Federal Business Systems filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 17-12128) on June 21, 2017. The petition was signed
by Geoff Prosser, director. The case is assigned to Judge Brian F.
Kenney. The Debtor is represented by David Charles Masselli, Esq.,
at David Charles Masselli PC. At the time of filing, the Debtor
estimated $1 million to $10 million in assets and liabilities.
FIELDPOINT PETROLEUM: Stockholders Elect Five Directors
-------------------------------------------------------
FieldPoint Petroleum Corp. convened its annual meeting of
stockholders on Oct. 27, 2017, at which the Company's
stockholders:
(a) elected Roger Bryant, Dan Robinson, Karl Reimers, Phil
Roberson and Nancy Stephenson as directors;
(b) ratified the appointment of Hein & Associates LLP as
independent registered public accounting firm; and
(c) approved approved the of equity securities on terms within
certain parameters to regain compliance with NYSE MKT continued
listing requirements.
About FieldPoint Petroleum
FieldPoint Petroleum Corporation (NYSE:FFP) acquires, operates and
develops oil and gas properties. Its principal properties include
Block A-49, Spraberry Trend, Giddings Field, and Serbin Field,
Texas; Flying M Field, Sulimar Field, North Bilbrey Field, Lusk
Field, and Loving North Morrow Field, New Mexico; Apache Field,
Chickasha Field, and West Allen Field, Oklahoma; Longwood Field,
Louisiana; and Big Muddy Field, Wyoming. As of Dec. 31, 2015, the
Company had varying ownership interests in 472 gross wells (113.26
net). FieldPoint Petroleum Corporation was founded in 1980 and is
based in Austin, Texas.
Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses, and has a working capital deficit. This raises substantial
doubt about the Company's ability to continue as a going concern.
FieldPoint incurred a net loss of $2.47 million for the year ended
Dec. 31, 2016, compared to a net loss of $10.98 million for the
year ended Dec. 31, 2015.
As of June 30, 2017, FieldPoint had $8.01 million in total assets,
$7.54 million in total liabilities and $474,239 in total
stockholders' equity.
FINJAN HOLDINGS: Will Host its Q3 Shareholder Update on Nov. 9
--------------------------------------------------------------
Finjan Holdings, Inc., will host a shareholder update call to
discuss its third quarter 2017 results along with its focus on
other strategic objectives on Thursday, Nov. 9, 2017, at 1:30 p.m.
Pacific Time/4:30 p.m. Eastern Time.
Analysts, investors, and other interested parties may access the
conference call by dialing 1-855-327-6837. International callers
can access the call by dialing 1-778-327-3988. An archived audio
replay of the conference call will be available for two weeks
beginning at 4:30 pm Pacific Time on Nov. 9, 2017, and can be
accessed by dialing 1-844-512-2921 and providing access code
10003798. International callers can access the replay by dialing
1-412-317-6671. The call will also be archived on Finjan's
investor relations website.
About Finjan
Established nearly 20 years ago, Finjan -- http://www.finjan.com/
-- is a cybersecurity company. Finjan's inventions are embedded
within a strong portfolio of patents focusing on software and
hardware technologies capable of proactively detecting previously
unknown and emerging threats on a real-time, behavior-based basis.
Finjan continues to grow through investments in innovation,
strategic acquisitions, and partnerships promoting economic
advancement and job creation.
Finjan reported a net loss attributable to common stockholders of
$6.43 million for the year ended Dec. 31, 2016, a net loss
attributable to common stockholders of $12.60 million for the year
ended Dec. 31, 2015, and a net loss of $10.47 million for the year
ended Dec. 31, 2014.
As of June 30, 2017, Finjan had $43.42 million in total assets,
$7.64 million in total liabilities, $18 million in Series A-1
preferred stock and $17.77 million in total stockholders' equity.
"Our cash requirements are, and will continue to be, dependent upon
a variety of factors. We expect to continue devoting significant
capital resources to the litigations in process and any other
litigation we pursue. We also expect to require significant
capital resources to maintain our issued patents, prosecute our
patent applications, acquire new technologies as part of our growth
strategy, and attract and retain qualified personnel on a full-time
basis," said the Company in its quarterly report for the period
ended June 30, 2017.
FISHERMAN'S PIER: Wants to Use Cash for Operations in November
--------------------------------------------------------------
Fisherman's Pier, Inc., seeks permission from the U.S. Bankruptcy
Court for the Southern District of Florida to use cash collateral
to pay the Debtor's estimated monthly expenses and operating costs
for November 2017.
The Debtor will be able to continue its operations, and thus
preserve its value and be able to pay its ongoing secured debt
obligations and monthly expenses.
The Debtor says that the exigent nature of its request is
substantiated by the Debtor's need to perform the following to
continue its business operations without substantial interruption
and irreparable harm:
a. pay its secured creditor, Bank of the Ozarks, its monthly
debt payment of approximately $35,000;
b. pay all necessary utilities;
c. obtain quotes and make deposits for necessary repairs to:
i. the roof on a large section of one of the buildings,
and
ii. the Fishing Pier, which sustained some damage during
Hurricane Irma.
d. pay all applicable taxes and insurances; and
e. otherwise remain compliant with its monthly operational
expenses.
The Debtor expects to have sufficient cash flow to enable it to pay
its secured creditor and other operational expenses, and requests
the Court's authority to make those payments and use the necessary
cash by way of this motion.
The Debtor's estimated monthly expenses and operating costs are
summarized as follows:
-- The Bank of the Ozarks (secured) payment - $35,000;
-- Insurance costs -- $3,367;
-- Regular maintenance and repairs -- $8,170;
-- Special maintenance and repairs -- $30,000;
-- Fishing supplies -- $3,436;
-- Legal and Accounting -- $1,500;
-- Utilities -- $1,763;
-- Water -- $727; and
-- Independent contractor labor -- $7,200.
Bank of the Ozarks is the primary secured creditor of the Debtor's,
being owed approximately $4 million. Although Ozarks retains a
security interest in the Debtor's properties, the Debtor proposes
to provide adequate protection to Ozarks in the form of the regular
monthly payment due under the note, or in a lesser amount as agreed
upon (if necessary). Continued repayment to Ozarks will be
impossible without the use of the cash collateral. Therefore, in
order to ensure that the interest of Ozarks is adequately
protected, use of the cash collateral is required. Upon
information and belief the Debtor is current with its monthly
payments to Ozarks, and the Debtor intends to remain current with
Ozarks during the pendency of this case.
Further adequate protection will be provided as the Debtor will
also seek a court order granting the secured creditor(s) a
post-petition security interest to the same extent and dignity as
any security interest(s) the secured creditor(s) had pre-petition,
upon its prospective final cash collateral court order. There is
no dispute as to Ozark's security interest in the properties and
the Debtor's use of the Cash Collateral will ensure it is
adequately maintained.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/flsb17-22819-10.pdf
About Fisherman's Pier Inc.
Fisherman's Pier Inc., which owns a fishing pier in Ft. Lauderdale,
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 17-22819) on Oct. 23, 2017. Martha
Marchelos, its president, signed the petition.
At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.
Judge Raymond B. Ray presides over the case.
John A. Moffa, Esq., at Moffa & Breuer, PLLC, serves as the
Debtor's bankruptcy counsel.
FORTRESS INVESTMENT: Fitch Affirms BB+ IDR; Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Fortress Investment Group LLC and its related entities
(collectively Fortress) at 'BB+'. In addition, Fitch has affirmed
Fortress' Short-term IDRs at 'B'. The Rating Outlook is Stable.
Fortress' related entities includes new parent entity, FinCo I LLC,
the anticipated issuer of a $1.4 billion five-year secured term
loan to fund the acquisition of Fortress by SoftBank Group Corp.
(SBG). The acquisition was approved by Fortress' shareholders in
July 2017 and is expected to close before year-end 2017.
The rating actions have been taken as part of a periodic peer
review of the alternative investment manager (IM) industry, which
comprises seven publicly rated global firms. Fitch's outlook for
the sector is stable; reflecting the relative stability of core
operating fundamentals, given the locked-in nature of a large
portion of fee revenue, modest but increased leverage levels,
manageable near term obligations relative to available liquidity
resources, increasing asset under management (AUM) diversity and
investors' increasing allocation to alternative investments,
particularly those managed by alternative IMs with stronger and
more diversified franchises such as those included in Fitch's peer
review.
Fee-earning AUM (FAUM) growth re-accelerated for the rated peer
group in 2017, as several flagship strategies came to market during
the year to raise capital. Fundraising is expected to remain strong
in 2018, despite the meaningful amount of uncalled capital in the
sector to invest, as rated firms expand their product offerings and
limited partners continue to consolidate capital with the largest
managers in the sector. Management fee revenue is poised to grow
next year as flagship funds begin their investment periods,
although fees on drawdown capital (which are earned when the
capital is invested) may be slower to materialize as the investment
environment remains challenging. While a market dislocation would
impact the valuations and realization of existing investments, it
could also result in stronger management fee growth thereafter, as
uncalled capital would be invested at a faster pace. That said,
Fitch does not expect a widespread distress cycle to emerge over
the near term.
The variable cost structure of the alternative IMs has contributed
to relatively steady cash flows through cycles. Fee-related
earnings before interest, taxes, depreciation, and amortization
(FEBITDA) margins improved modestly in 2017 as many alternative IMs
continue to realize the scale benefits of follow-on funds and
adjacent strategies. The FEBITDA margin for 'A' category
alternative IMs averaged 42.1% for the trailing 12 months (TTM)
ended June 30, 2017, compared to a 40.6% average for 2016 and
Fitch's quantitative benchmark range of 30%-50% for 'A' category
alternative IMs. Still, dispersion in the rated peer group is
significant, with a more than 30 percentage point differential
between the highest and lowest performer, driven by differences in
strategy, business/fund structure and product mix. Fitch believes
higher margins provide enhanced operating flexibility through
cycles.
Gross realized incentive income rebounded in 2017, as firms took
advantage of high market valuations to opportunistically exit
certain investments. Still, Fitch believes realized incentive
income is likely to decline in 2018, given the length of time
valuations have been at elevated levels and a reduction in the
average age of fund holdings. Exit activity for the market overall
declined in 2017 and it is expected to moderate further in 2018,
which points to likely reductions in distributable earnings. That
said; incentive income accruals remain strong and Fitch believes
realized incentive income may be less volatile than pre-crisis
experience given the increased diversity of product platforms.
Leverage across the industry was mixed in 2017, but is up on
average, as AUM not yet earning fees remains elevated and
fundraising costs grew for those fundraising for flagship
strategies. Average leverage, defined as debt divided by FEBITDA,
was 3.05 times (x) for 'A' category firms for the TTM ending June
30, 2017, which compares to Fitch's quantitative benchmark range of
0.5x-2.5x for 'A' category alternative IMs. Fitch expects leverage
levels to generally decline to the benchmark range over time, as
FEBITDA growth is driven by cost controls, increased scale,
continued fundraising, and the gradual deployment of FAUM that
earns fees on invested capital.
Unsecured debt issuance for the sector was relatively limited in
2017, amounting to just $600 million, but $1.4 billion of secured
debt was issued in concert with Softbank Group Corp.'s acquisition
of Fortress Investment Group LLC. Perpetual preferred issuances
remained popular in 2017 as issuers took advantage of the low
interest rate environment to issue long duration funding, which
received 100% equity credit from Fitch. Preferred issuance for the
Fitch-rated peer group amounted to $675 million year-to-date, down
modestly from $775 million in 2016.
Counterbalancing the up-tick in leverage is the maintenance of
strong liquidity profiles. Several firms remained in negative net
debt positions in 2017 and proceeds from perpetual preferred
issuances have been used to improve operating flexibility and
liquidity. Debt maturities are negligible for the sector in
2017-2018 and some 2019 maturities have already been pre-funded.
Payout ratios remain relatively high, but Fitch believes
alternative IMs retain the ability to reduce shareholder
distributions, as necessary, to meet obligations. While several
share repurchase programs have been announced in recent years,
execution on the programs slowed considerably in 2017. Fitch
believes share repurchases will remain opportunistic and are not
expected to impair the sector's overall liquidity.
KEY RATING DRIVERS - IDRs and SECURED DEBT
The rating affirmations reflect Fortress' established position as a
global alternative IM, experienced management team, stable cash
flow generation, moderate management fee exposure to net asset
value (NAV) movements, and adequate liquidity profile. Ratings are
constrained by expected elevated leverage post-acquisition, limited
revenue and product diversity relative to more highly rated peers,
investment concentrations within its private equity (PE) vehicles,
and fully secured funding profile. The ratings are also constrained
by 'key man' risk, which is institutionalized throughout many
limited partnership agreements and reputational risk, which can
impact the company's ability to raise future funds.
At 2Q17, Fortress had $36.9 billion in alternative AUM up from
$36.1 billion a year prior, with capital inflows in credit funds
and permanent capital vehicles (PCVs) partially offset by
distributions from PE funds. In addition, Fortress had $35.5
billion of FAUM in its traditional asset management business, Logan
Circle, which Fortress sold to MetLife Inc. for net $195 million
cash in September 2017. Fitch views the sale of Logan Circle as
having a minimal impact on the firm's credit profile as the
business accounted for only 11% of management fees and 1% of the
firm's pre-tax distributable earnings on a TTM basis through June
30, 2017.
Fortress' leverage, as measured by debt/FEBITDA is expected to
increase from 1.5x to approximately 11.4x on a TTM basis through
2Q17, pro forma for the $1.4 billion secured debt issuance. This
ratio is well-above Fitch's 'bb' quantitative benchmark range of
4.0x to 6.0x. However, Fitch expects leverage to decline below 6.0x
over the Outlook Horizon, driven by debt principal reduction from a
mandatory 50% free cash flow sweep and sale of balance sheet
co-investments, which measured $0.9 billion at 2Q17 (down from $1.0
billion at 2Q16). However, the firm's ability to execute its
de-leveraging plan will be highly dependent upon the stability of
its FAUM and fee rates and its ability to exit PE co-investments,
which Fitch believes are relatively illiquid.
Fortress' fee base is relatively stable as approximately
three-quarters of its alternative FAUM is in permanent equity or
long-term fund structures that mature beyond the five year debt
maturity. However, approximately 30% of management fees earned
(excluding Logan Circle) are based on NAV of the applicable funds
which is subject to fluctuations. Given the firm's relatively
predictable management fees combined with its variable cost basis,
Fitch believes there is good forward visibility on the level of
management fees and FEBITDA, which should allow for a steady
reduction in leverage. Fortress also had $7.5 billion in uncalled
capital as of June 30, 2017, which provides potential upside to the
firm's management fees and cash flows.
Additionally, Fortress had $1.4 billion of unrealized incentive
income (as of 2Q17), the realization of which would contribute to
free cash flow generation and the repayment of debt over the
outlook horizon. However, realized incentive income is dependent on
the level and timing of investment exits and fund performance, so
can be volatile.
Operating margins are expected to remain relatively consistent,
given Fortress' variable-cost structure and the potential for
dry-powder deployment. Fortress' FEBITDA margin, adjusted for
deferred management fees was 23% for the TTM ended June 30, 2017,
which is below higher rated peers, but at the low end of Fitch's
quantitative benchmark range for alternative IMs in the 'BBB'
rating category of 20%-30%.
At 2Q17, balance sheet cash amounted to $342 million (up from $279
million in 2Q16) which did not include proceeds from the September
2017 sale of Logan Circle which will be used to fund SBG
acquisition costs. This was more than sufficient to cover near term
debt maturities of $77.9 million in November 2017 as well as $170
million in outstanding fund commitments, which may be called over
time.
Fortress' ratings are currently unaffected by SBG's ownership as
Fortress is expected to operate as an independent business and
maintain its current leadership. Fitch does not publicly rate SBG
but notes weaknesses in its credit profile that include elevated
leverage levels, single name investment concentrations in the
telecommunication industry, and an acquisitive growth strategy.
Still, Fitch believes that SBG has limited ability to alter
Fortress' leverage profile to the detriment of debtholders, due to
the cash generative business model and covenant requirements which
include a mandatory 50% excess cash flow sweep and dividend
restrictions (which loosen based on leverage step downs).
The Stable Rating Outlook reflects Fitch's expectations for stable
management fees and FEBITDA generation, given a majority of FAUM is
in permanent equity or long-term fund structures, which will allow
for meaningful reductions in leverage (to below 6.0x) over the
Outlook horizon.
The secured debt rating is equalized with Fortress' IDR, reflecting
Fitch's expectation of average recovery prospects for the debt
class. The secured term loan is partially guaranteed (on an
unsecured basis) by a SBG-owned entity (SBG Guarantor), until such
time as leverage falls below 2.0x as calculated by the company. The
SBG Guarantor's assets solely consist of certain shares in Social
Finance, Inc. (SoFi), a privately-held online personal finance
company of which SBG is a minority shareholder. FinCo I LLC's
secured debt rating is unaffected by this guarantee given the
limited transparency around the on-going valuation of the SoFi
investment and the potential market value haircut that could be
incurred if the SoFi shares needed to be liquidated to honor the
guarantee given SBG's single concentrated, minority private equity
position.
In addition to the unsecured guarantee from the SBG Guarantor, the
debt issued by FinCo I LLC will be joint and severally guaranteed
by certain parent companies of the issuer and the intermediate
holding company that will be the direct parent of Fortress
post-acquisition.
RATING SENSITIVITIES - IDR and SECURED DEBT
Negative rating pressure could be driven by an inability to reduce
leverage below 6.0x over Fitch's outlook horizon, a reduction in
management fees resulting from significant realization activity or
material declines in asset values and/or a diminished liquidity
profile. Deterioration in the credit profile of SBG combined with
inadequate limitations on SBG's ability to extract liquidity from
Fortress to the detriment of debt holders, could also pressure
Fortress' ratings.
Positive rating momentum could result from a reduction in leverage
to within Fitch's 'bbb' quantitative benchmark range of 2.5x to
4.0x, continued FAUM growth, an improved FEBITDA margin, increased
revenue diversity, increased funding flexibility through access to
unsecured debt and/or more diversified funding sources, and
maintenance of strong liquidity levels.
The secured debt and expected secured debt ratings are equalized
with Fortress' IDR and therefore, would be expected to move in
tandem with any changes to Fortress' IDR.
Fortress, a Delaware incorporated limited liability company, is a
global alternative IM specializing in PE, credit funds, permanent
capital vehicles and hedge funds. As of June 30, 2017, reported AUM
amounted to $72.4 billion.
Fitch has affirmed the following ratings:
Fortress Investment Group LLC
-- Long-Term IDR at 'BB+';
-- Short-Term IDR at 'B'.
FIG LLC
Fortress Operating Entity I L.P.
-- Long-Term IDR at 'BB+';
-- Short-Term IDR at 'B'.
-- Unsecured debt at 'BB+'.
FinCo I LLC
-- Long-Term IDR at 'BB+';
-- Short-Term IDR at 'B'.
-- Secured debt at 'BB+(EXP)'.
FREDDIE MAC: Reports Net Income of $4.7 Billion for Third Quarter
-----------------------------------------------------------------
Federal Home Loan Mortgage Corporation, commonly known as Freddie
Mac, filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q reporting net income of $4.67 billion
on $16.87 billion of total interest income for the three months
ended Sept. 30, 2017, compared to net income of $2.32 billion on
$16.04 billion of total interest income for the three months ended
Sept. 30, 2016.
For the nine months ended Sept. 30, 2017, the Company reported net
income of $8.54 billion on $50.75 billion of total interest income
compared to net income of $2.96 billion on $49.16 billion of total
interest income for the same period during the prior year.
The company's earnings increased primarily due to a $2.9 billion
(after-tax) litigation settlement related to non-agency
mortgage-related securities and the benefit from market-related
impacts of $0.6 billion (after-tax) primarily driven by a $0.4
billion benefit from credit spread tightening and a $0.2 billion
benefit due to market gains from single-family legacy asset
dispositions, partially offset by $0.6 billion (after-tax) in
provision for credit losses attributable to recent hurricane
activity. Interest rate impacts continued to be minimal after the
company's adoption of hedge accounting.
As of Sept. 30, 2017, the Company had $2.03 trillion in total
assets, $2.02 trillion in total liabilities and $5.25 billion in
total equity.
"We clearly had a strong quarter - even excluding the large legal
settlement, Freddie Mac made a profit of $1.8 billion. This
reflects the growing strength of our business model as well as an
improving quality of execution. And we're doing this while
increasingly protecting taxpayers through credit risk transfer,
transacting greater volumes with more offerings than ever before -
we recently reached a milestone of $1 trillion of mortgages with
significant credit risk transferred," said Donald H. Layton
chief executive officer of Freddie Mac.
"This performance is evidence of good progress toward our goal to
be one of the best-run financial institutions in the country, while
successfully delivering on our public policy mission. We call this
our transformation to "A Better Freddie Mac." We're better at
managing our risks, better at disposing of legacy assets, and
getting better all the time at serving our customers - helping them
meet the nation's critical need for housing, especially for
lower-income families and first-time homebuyers.
"We're proud of this transformation, and we're committed to getting
even better."
Based on Freddie Mac's net worth amount of $5.3 billion as of Sept.
30, 2017, and the capital reserve amount of $600 million in 2017,
the company's dividend requirement to Treasury in December 2017
will be $4.7 billion. Upon the Conservator declaring and directing
the company to pay a senior preferred stock dividend equal to the
company's dividend requirement before Dec. 31, 2017, Freddie Mac
would pay a dividend of $4.7 billion by Dec. 31, 2017.
The applicable capital reserve amount is $600 million for 2017 and
will be zero beginning on Jan. 1, 2018.
The declining capital reserve amount required under the terms of
the Purchase Agreement increases the risk of Freddie Mac having a
negative net worth and thus being required to draw from Treasury.
Through Sept. 30, 2017, aggregate cash dividends paid to Treasury
totaled $110.1 billion (which excludes the scheduled December 2017
dividend obligation of $4.7 billion), $38.8 billion more than
cumulative cash draws of $71.3 billion received from Treasury.
The amount of funding available to Freddie Mac under the Purchase
Agreement remains unchanged at $140.5 billion and will be reduced
by any future draws.
Treasury still maintains a liquidation preference of $72.3 billion
on the company's senior preferred stock as of Sept. 30, 2017.
The payment of dividends does not reduce the outstanding
liquidation preference under the Purchase Agreement, although
Freddie Mac is permitted to pay down the liquidation preference of
the outstanding shares of senior preferred stock to the extent of
accrued and unpaid dividends previously added to the liquidation
preference and not previously paid down.
Freddie Mac is not permitted to redeem the senior preferred stock
prior to the termination of Treasury's funding commitment under the
Purchase Agreement.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/c5nbaB
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.
During the time of the subprime mortgage crisis, on Sept. 6, 2008,
Fannie Mae and Freddie Mac were placed into conservatorship by the
U.S. Treasury. The Treasury committed to invest up to $200 billion
in preferred stock and extend credit through 2009 to keep the GSEs
solvent and operating. Both GSEs are still operating under the
conservatorship of the Federal Housing Finance Agency (FHFA).
In exchange for increased future support and capital investments of
up to $200 billion in each GSE, each GSE agreed to issue to the
Treasury (i) $1 billion of senior preferred stock, with a 10%
coupon, without cost to the Treasury and (ii) common stock warrants
representing an ownership stake of 79.9%, at an exercise price of
one-thousandth of a U.S. cent ($0.00001) per share, and with a
warrant duration of 20 years.
FREEDOM MORTGAGE: S&P Lowers Issuer Credit Rating to 'B-'
---------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on
Freedom Mortgage to 'B-' from 'B'. The outlook is stable. S&P said,
"At the same time, we also lowered the rating on the company's
senior secured term loan to 'B+' from 'BB-'. The recovery rating on
the senior secured term loan remains '1', reflecting our
expectation for very high recovery in a default scenario. We also
assigned a 'B' issue rating on Freedom's proposed offering of $400
million in senior unsecured notes. The recovery rating on the
unsecured notes is '2', reflecting our expectation for substantial
recovery (85%) in a default scenario."
S&P said, "The rating actions follow Freedom's announcement that it
plans to raise $400 million of incremental debt by issuing senior
unsecured notes. The new senior unsecured notes will be in addition
to the company's $700 million senior secured term loan (SSTL)
backed by the cash flow of Ginnie Mae mortgage servicing rights
(MSRs) and advances. The company also has a secured line of credit
(LOC) of $355 million backed by Fannie Mae and Freddie Mac MSRs and
related advances. Following the close of the senior unsecured
notes, we expect Freedom's debt to EBITDA will rise above 4.5x. We
believe the most likely the use of proceeds will either be the
purchase of additional MSRs on the secondary market or an
acquisition of another mortgage originator. In either scenario, we
believe there is potential for operational and integration risk.
"The stable outlook reflects our expectation that Freedom will
successfully onboard all pending and future servicing assets while
continuing to operate as a leading buyer of correspondent
originated government-insured mortgages. Our outlook incorporates
our view that earnings could show some degradation in 2017 because
of lower origination volume as interest rates rise, before growing
in 2018 from a larger servicing book.
"We could revise the outlook to negative or lower the rating over
the next 12 months if the company has trouble onboarding servicing
assets or faces regulatory actions or scrutiny. We could also lower
the rating if we expect EBITDA coverage of interest to fall below
1.5x.
"We could raise the rating over the next 12 months if the company
lowers its leverage below 4.0x without any operational or
integration issues from the purchase of new servicing assets. An
upgrade would also depend on Freedom receiving an unqualified audit
opinion on its 2017 annual financial statements. We previously
identified the financial reporting infrastructure as a relative
weakness to the rating but now believe, based on first-quarter
reporting, that the financial footnotes and disclosures have
improved. We note the company did receive an unqualified opinion in
2016."
FRESH ICE CREAM: Plan Outline Okayed, Plan Hearing on Dec. 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York is
set to hold a hearing on Dec. 12 to consider approval of the
Chapter 11 plan of reorganization for The Fresh Ice Cream Company
LLC.
The hearing will be held at 10:30 a.m., at Courtroom 3585.
The court had earlier approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.
The order, signed by Judge Elizabeth Stong on Oct. 19, set a Dec. 5
deadline for creditors to file their objections and cast their
votes accepting or rejecting the plan.
About The Fresh Ice Cream
The Fresh Ice Cream Company LLC owns and operates a frozen dairy
and non-dairy product distribution company under the well-known ice
cream brand name Steve's Ice Cream. Fresh Ice Cream distributes
high quality frozen dairy and non-dairy products to over 12
national retailers including Whole Foods throughout the Northeast
and West Coast.
Fresh Ice Cream sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40716) on Feb. 17,
2017. David Stein, managing member, signed the petition.
At the time of the filing, the Debtor disclosed $1.32 million in
assets and $6.31 million in liabilities.
The case is assigned to Judge Elizabeth S. Stong.
Jonathan S. Pasternak, Esq., and Erica R. Aisner, Esq., at DelBello
Donnellan Weingarten Wise & Wiederkehr, LLP, serve as the Debtor's
bankruptcy counsel.
On March 8, 2017, the U.S. trustee for Region 2 appointed an
official committee of unsecured creditors. The committee retained
Westerman Ball Ederer Miller Zucker & Sharfstein, LLP, as counsel.
On September 12, 2017, the Debtor a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
FT CARE LLC: Needs Access to Cash Collateral Through Dec. 30
------------------------------------------------------------
FT Care, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Illinois for permission to use certain cash and cash
equivalents in which MidCap Funding IV, LLC and the U.S. Department
of Housing and Urban Development assert an interest.
The Debtor asserts that it is essential that it be authorized to
use cash collateral to pay its typical and customary operating
expenses in order for the Debtor to continue to operate its
business and manage its financial affairs in the ordinary course
and effectuate an effective reorganization.
The proposed Budget provides the Debtor's monthly cash flow
projections for the week ending November 4, 2017 through the week
ending December 30, 2017, and itemizes the Debtor's cash needs --
approximately $ 666,877 -- during the relevant period
The Related Debtors are CC Care, LLC; BT Bourbonnais Care, LLC; CT
Care, LLC; JLM Financial Healthcare, LP; FT Care, LLC; JT Care,
LLC; KT Care, LLC; TN Care, LLC; SV Care, LLC; and WCT Care, LLC.
Except for JLM Financial Healthcare, the related Debtors operate
long-term care facilities. JLM Financial Healthcare is the sole
member and owner of each of the Operating Debtors.
On July 2012, the Operating Debtors entered into a financing
transaction with MidCap Funding IV, LLC that was amended numerous
times through the present. The MidCap Loans are in the nature of
revolving credit lines funded from and secured by the accounts
receivable of the Operating Debtors. As of the Petition Date, the
approximate balance due to MidCap is $8,700,000.
The U.S. Department of Housing and Urban Development is asserting
liens against the Debtor's assets, including cash collateral, which
secures an aggregate indebtedness of approximately $96,000,000 owed
to HUD by certain related non-Debtors for mortgages extended to
such non-Debtors. These mortgages are on the properties from which
the Related Debtors operate their business.
As such, the Debtor proposes use cash collateral upon the following
terms and conditions:
(a) The Debtor will permit MidCap and HUD to inspect the
Debtor's books and records;
(b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and other damage;
(c) Upon reasonable request, the Debtor will make available to
MidCap and HUD evidence of that which purportedly constitutes their
collateral or proceeds;
(d) The Debtor will properly maintain its assets in good
repair and properly manage its business; and
(e) MidCap and HUD will be granted valid, perfected,
enforceable security interests in and to the Debtor's post-petition
assets, including all proceeds and products which are now or
hereafter become property of the estate to the extend and priority
of their alleged pre-petition liens, if valid, but only to the
extent of any diminution in the value of such assets during the
commencement of the Debtor's Chapter 11 case through the next
hearing on the use of cash collateral.
A full-text copy of the Debtor's Motion, dated October 31, 2017, is
available at http://tinyurl.com/yarbfvre
A copy of the Debtor's Budget is available at
http://tinyurl.com/y7atvqkc
About CC Care and Affiliates
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Illinois
FT Care Frankfort Terrace Nursing Center, Frankfort, Illinois
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Illinois
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, manager and designated
representative, signed the petitions.
Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No.
17-32411 is assigned to Judge Deborah L. Thorne.
At the time of filing, CC Care estimated $1 million to $10 million
in assets and liabilities.
The Debtors are represented by Crane, Heyman, Simon, Welch & Clar
and Burke Warren Mackay & Serritella P.C.
FYNDERS INC: May Use Cash Collateral Until Jan. 12, 2018
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
authorized Fynders, Inc., and Keepers, Inc., to use cash collateral
of secured creditor Rockland Trust Company, the Internal Revenue
Service, and the Massachusetts Department of Revenue until Jan. 12,
2018.
A copy of the Order is available at:
http://bankrupt.com/misc/mab17-40400-118.pdf
As adequate protection for the Debtor's use of assets in which the
Secured Creditors claim a security interest: (a) Fynders would
grant the Secured Creditors a continuing replacement lien and
security interest in all assets of the Debtor in which the Secured
Creditors possessed a security interest as of the Petition Date, to
the same validity and extent and priority that they would have had
in the absence of the bankruptcy filing to secure any diminution in
value of its collateral as a result of the use of cash collateral;
and (b) Fynders would make all adequate protection payments.
About Fynders, Inc.
Fynders, Inc., runs restaurant located in West Boylston,
Massachusetts operating under the name Finders Pub. Finders is
located next door to its affiliated restaurant, Keepers, Inc.,
which does business as Keepers Pub.
On June 23, 2010, Fynders and Keepers filed jointly administered
petitions under Chapter 11 of the Bankruptcy Code, In re Fynders,
Inc., 10-43170 and In re Keepers, Inc., 10-43171. The Court
confirmed the Debtors' Combined Plan of Reorganization and
Disclosure Statement on Dec. 21, 2010.
Due to additional financial difficulties, Fynders, Inc., and
Keepers again sought Chapter 11 protection (Bankr. D. Mass. Case
No. 17-40400) on March 7, 2017. The petitions were signed by
Kathleen McCormick, president.
At the time of filing, Fynders disclosed $139,750 in total assets
and $2.21 million in total liabilities.
The cases are assigned to Judge Christopher J. Panos.
David B. Madoff, Esq., at Madoff & Khoury LLP, is serving as
counsel to the Debtors. Patrick J. Crowley of Hershman Fallatrom &
Crowley, Inc., is the Debtors' accountant.
An official creditors' committee has not been appointed in the
cases.
GAINESVILLE HOSPITAL: Moody's Affirms Ba1 Issuer Rating
-------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on
Gainesville Hospital District, TX's outstanding general obligation
limited tax bonds as well as the Ba1 issuer long-term rating.
Concurrently, Moody's has revised the outlook to stable from
developing. The rating action affects $18.6 million of debt
outstanding.
The Ba1 rating reflects the inherent uncertainty of the district's
bankruptcy and ongoing developments, including the outcome of the
bond validation hearing approving the issuance of GOLT to fully
satisfy the district's various liabilities. The rating further
reflects the district's still weak financial profile despite recent
improvements in cash flow since management of the hospital was
taken over by a subsidiary of Universal Health Services, Inc. (UHS;
Ba1 stable). The long term credit fundamentals of the district,
which combine the stability of the GO tax base and pledge and
manageable if increased debt burden, together with hospital
enterprise risk exposure, are also incorporated.
The Ba1 rating on the GOLT debt is the same as the district's
issuer long-term rating reflecting a hypothetical GOULT due to the
ample headroom below the tax rate cap. The district will maintain
adequate headroom to implement tax rate increases associated with
planned issuance of the validation suit GOLT bonds.
Rating Outlook
The stable outlook reflects stabilizing, though still challenged
hospital operations aided by a debtor-in-possession (DIP) loan
provided by UHS and changes implemented by McAllen Medical Center
Physicians, Inc., a subsidiary of UHS. Operating margins will
improve over the near term based on increasing patient service
revenue and various cost savings measures, but margins and
liquidity will remain narrow.
McAllen Medical Center took over management of the hospital shortly
after the district filed for Chapter 9 in January 2017 under a
management services agreement. Ultimately, the district and McAllen
Medical Center Physicians will sign a long-term lease upon the
district's emergence from bankruptcy that will more definitively
decouple the operations of the hospital from the district,
resulting in reduced enterprise risk exposure.
Factors that Could Lead to an Upgrade
Trend of improved, positive operating margins and liquidity
Execution of a long-term lease agreement with UHS post-bankruptcy
that would significantly reduce the district's hospital enterprise
risk exposure
Factors that Could Lead to a Downgrade
Return to operating losses and weakening liquidity
Further declines in patient volumes
McAllen Medical Center Physicians backs out of anticipated
long-term lease
Legal Security
The bonds are secured by a continuing direct ad valorem tax on all
taxable property within the district. The tax rate is limited to
$7.50 per $1,000 assessed valuation, provided that no more than
$6.50 per $1,000 is levied for debt service.
Use of Proceeds. Not applicable.
Obligor Profile
The district owns and operates the North Texas Medical Center
(NTMC), a 60-bed acute care hospital located in the City of
Gainesville, TX. The city is located 60 miles north of the
Dallas-Fort Worth metroplex and five miles south of the
Texas-Oklahoma Border. The service area is predominantly Cooke
County. The NTMC also sees patients from eastern Montague County,
western Grayson County, northern Denton County and southern Love
County, Oklahoma.
Methodology
The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016. An
additional methodology used in this rating was Not-For-Profit
Healthcare published in November 2017.
GLOBAL EAGLE: Moody's Withdraws B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn Global Eagle Entertainment,
Inc.'s (GEE) B2 Corporate Family Rating (CFR), B2-PD Probability of
Default Rating (PDR), SGL-3 Speculative Grade Liquidity rating, and
B2 ratings on the senior secured revolver and first lien term loan.
The ratings have been withdrawn pursuant to Moody's guidelines for
the withdrawal of ratings, as insufficient information is available
to continue to effectively monitor the issuer's creditworthiness.
Moody's also believes that the likelihood of this information being
available in the near future remains uncertain.
Outlook Actions:
Issuer: Global Eagle Entertainment, Inc.
-- Outlook, Changed To Rating Withdrawn From Negative
Withdrawals:
Issuer: Global Eagle Entertainment, Inc.
-- Probability of Default Rating, Withdrawn , previously rated
B2-PD
-- Speculative Grade Liquidity Rating, Withdrawn , previously
rated SGL-3
-- Corporate Family Rating, Withdrawn , previously rated B2
-- Senior Secured Bank Credit Facility, Withdrawn , previously
rated B2 (LGD 3)
RATINGS RATIONALE
Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.
With headquarters in Los Angeles, California, Global Eagle
Entertainment Inc. is a leading provider of media, content and
connectivity to markets across air, sea and land. The company
operates through the following two segments: Connectivity and Media
& Content. During the last 12 months ended September 30, 2016, the
company generated $486 million in revenue.
GORDMANS STORES: Court Okays Disclosures, Confirms Plan
-------------------------------------------------------
The Hon. Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nebraska has approved Gordmans Stores, Inc., and its
debtor-affiliates' disclosure statement dated Aug. 11, 2017, and
confirmed the Debtors' joint plan of liquidation dated Aug. 11,
2017.
In full and final satisfaction, settlement, release, and discharge
and in exchange for each Allowed Class 4 General Unsecured Claim,
each holder will receive its pro rata share of cash from the Plan
Administrator Assets available to satisfy the General Unsecured
Claims in accordance with the priorities set forth in the Plan,
regardless of whether holder thereof voted to accept, voted to
reject, or did not vote on the Plan.
The Plan Administrator will establish a reserve in an amount
reasonably estimated by the Plan Administrator to be sufficient to
pay distributions on account of disputed claims that may become
allowed and entitled to a distribution pursuant to the Plan. The
Plan Administrator will hold any such funds in the disputed claims
reserve for the benefit of a holder of a disputed claim pending
resolution of the claim by a final court order or as otherwise
agreed between the Plan Administrator and the holder.
The letter of credit held for the benefit of Employers Mutual
Casualty Company issued by Wells Fargo Bank, N.A., will remain in
place and expire pursuant to the terms of the underlying agreement,
and any undrawn amounts and all collateral securing the letter of
credit shall be returned to the Plan Administrator.
All rights of the Debtors and the Plan Administrator to object to
any claims or request for payment are preserved other than those
claims or requests for payment that have been previously settled by
stipulation between the Debtors and the subject claimant, and
approved by order entered by the Court.
About Gordmans Stores
Gordmans Stores, Inc. -- http://www.gordmans.com/-- was a retail
company engaged in the sale of apparel, home goods, and other
merchandise. Founded in 1915, Gordmans operates 106 stores in 62
markets and 22 states throughout the United States and through
e-commerce operations.
Gordmans Stores, and five of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case No.
17-80304) on March 13, 2017. Andrew T. Hall, president, CEO and
secretary, signed the petitions. At the time of the filing, the
Debtors disclosed $274 million in assets and $131 million in
liabilities.
The cases are assigned to Judge Thomas L. Saladino.
The Debtors engaged Patrick J. Nash, Jr., Esq., Brad Weiland, Esq.,
and Jamie R. Netznik, Esq., of Kirkland & Ellis LLP, as bankruptcy
counsel. The Debtors also hired Joyce A. Dixon, Esq., at Kutak
Rock LLP as local counsel; Duff & Phelps as financial advisor;
Clear Thinking Group LLC as restructuring advisor; and Epiq
Bankruptcy Solutions LLC, as claims and noticing agent.
On March 15, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee hired
Frost Brown Todd LLC, as counsel, Brian J. Koenig, Esq. at Koley
Jessen, P.C., L.L.O., as local counsel; and Province Inc., as
financial advisor.
* * *
Houston, Texas-based Stage Stores and a joint venture of
liquidators Tiger Capital Group and Great American Group were
declared winning bidders for Gordmans' assets at an auction in
March 2017. Stage Stores said at that time it plans to operate at
least 50 of Gordmans' 105 locations and keep the warehouse in Omaha
as a going concern.
Stage operates about 800 locations nationwide under the Peebles,
Bealls and Goody's brands, among others.
The winning bid amounted to $75.6 million, good enough to snare
Gordmans' inventory at all stores, its fixtures, furniture, office
equipment and other assets, according to a report by the Omaha
World-Herald.
Gordmans Stores changed its name to G-Estate Liquidation Stores,
Inc., following the asset sale.
GREATER HARVEST: Housing Authority Buying Reno Parcels for $449K
----------------------------------------------------------------
Greater Harvest Church of God In Christ asks the U.S. Bankruptcy
Court for the District of Nevada to authorize the sale of real
property located at 1202 (APN 008-490-20) and 1225 (APN 008-490-21)
Hillboro Avenue, Reno, Nevada to the Housing Authority of the City
of Reno for $449,000.
A hearing on the Motion is set for Dec. 5, 2017 at 1:30 p.m.
The Debtor owns the two parcels of land, consisting of
approximately 0.75 acres.
The parties entered into the Purchase and Sale Agreement for the
sale of the Property. The earnest money is $1,000. The parties
appoint First American Title as the Escrow Holder and as the Title
Company. The Property will be sold free and clear of all Liens.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/GREATER_HARVEST_30_Sales.pdf
The sale will result in payment of all commissions, fees, escrow
and title charges as customary in Nevada, per the agreement
contained in the Agreement and the Preliminary Title Report.
The Attorney's retainer fee to its counsel in the amount of $2,000
will be paid from funds from the sale of the house.
The proceeds to the Seller will be turned over to the attorney for
the Debtor in trust to be used to complete payment of all claims,
including administrative, secured and unsecured debt. The Debtor
disputes the value of the claims of Fidelity Mortgage Lenders, Inc.
and Bernard Greenberg, Trustee of the Greenberg Family Trust dated
Dec. 14, 2000, which it believes are overstated. The balance of
proceeds will be turned over to the Debtor.
The Debtor asks the Court to waive the 14-day appeals process if
there is no objection to the sale.
The Purchaser:
HOUSING AUTHORITY OF THE
CITY OF RENO
1525 East Ninth Street
Reno, NV 89512-3012
Attn: Amy Jones
Telephone: (775) 329-3630 ext. 210
Facsimile: (775) 786-1712
E-mail: Ajones@renoha.org
The Purchaser is represented by:
Charles R. Zeh, Esq.
THE LAW OFFICES OF CHARLES R. ZEH, ESQ.
575 Forest St., Suite 200
Reno, NV 89509
Telephone: (775) 323-5700
Facsimile: (775) 786-8183
E-mail: crzeh@aol.com
The Escrow Holder:
FIRST AMERICAN TITKE INSURANCE CO.
5310 Kietzke Lane, Suite 100
Reno, NV 89511-20423
Telephone: (775) 823-6200
Facsimile: (775) 823-6250
About Greater Harvest Church
Of God In Christ
Greater Harvest Church Of God In Christ sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
17-50825) on July 7, 2017. William John Wynn, president, signed
the petition. At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of less than
$500,000. Judge Bruce T. Beesley presides over the case. Thomas
E. Crowe Professional Law Corporation, in Las Vegas, is the
Debtor's counsel.
GULFCOAST SURGERY: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gulfcoast Surgery Center, Inc.
PO Box 21689
Sarasota, FL 34276
Type of Business: Gulfcoast Surgery Center --
http://www.gulfcoastsurgerycenter.com/--
operates an outpatient surgical facility in
Sarasota, Florida. Established in 2003,
GulfCoast Surgery Center covers 17,179
square/feet. It houses five operating rooms,
each 400 square/feet and are as large as the ORs
found in many hospitals. GulfCoast Surgery
Center hosts many specialists who perform
minimally invasive surgeries and procedures
including orthopedic surgeons, neurosurgeons,
pain management specialists and cosmetic and
general surgeons.
Chapter 11 Petition Date: November 3, 2017
Case No.: 17-09378
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Timothy W Gensmer, Esq.
TIMOTHY W. GENSMER, P.A.
2831 Ringling Blvd
Suite 202-A
Sarasota, FL 34237
Tel: 941-952-9377
Fax: 941-954-5605
E-mail: timgensmer@aol.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Phillip H. Askins, officer.
A full-text copy of the petition, along with a list of 19 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/flmb17-09378.pdf
HALCON RESOURCES: S&P Lowers Senior Unsecured Debt Rating to CCC+
-----------------------------------------------------------------
S&P Global Ratings revised its recovery rating on Houston-based
exploration and production company Halcon Resources Corp.'s senior
unsecured debt to '5' from '4' and, as a result, lowered the
issue-level rating one notch to 'CCC+' from 'B-'. The '5' recovery
rating indicates S&P's expectation for modest (10%-30%; rounded
estimate: 15%) recovery in the event of a default.
S&P said, "The downgrade reflects our revised expectation of
Halcon's recovery prospects following the significant decline in
the company's reserve valuation after it sold its assets in the
Bakken. The company used some of proceeds to repay the remaining
portion of the second-lien secured notes and $425 million of its
unsecured debt. However, the debt reduction was more than offset by
the lower asset value in our estimation, which reflect
company-provided reserves valuation (as of October 2017), computed
at our recovery price deck assumptions of $50 per barrel West Texas
Intermediate crude oil and $3.00 per mmbtu Henry Hub natural gas.
The company's liquidity position is currently robust, however we
assume this liquidity would be depleted in a default scenario."
S&P's 'B-' corporate credit rating and stable rating outlook on
Halcon are unchanged.
RATINGS LIST
Halcon Resources Corp.
Corporate Credit Rating B-/Stable/--
Downgraded
To From
Halcon Resources Corp.
Senior unsecured debt CCC+ B-
Recovery Rating 5(15%) 4(30%)
HALYARD HEALTH: Moody's Puts Ba3 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Halyard Health,
Inc. on review for downgrade, including the Ba3 Corporate Family
Rating and Ba3-PD Probability of Default Rating. Moody's also
placed the Ba2 senior secured credit facility rating and B2 senior
unsecured notes rating on review for downgrade. Lastly, the rating
agency affirmed Halyard's Speculative Grade Liquidity Rating at
SGL-1.
On November 1, 2017, Halyard announced an agreement to sell its
Surgical & Infection Prevention (S&IP) business to Owens & Minor,
Inc. for approximately $710 million. "The divestiture of the
operationally weak S&IP business makes strategic sense and will
allow management to focus on growing its higher margin medical
device business," stated Moody's VP/Senior Analyst Jonathan
Kanarek. "However, it will also significantly reduce Halyard's
scale and business diversification and introduce transformational
risk as Halyard morphs into a medical device-only company,"
continued Kanarek.
Ratings on review for downgrade:
Halyard Health, Inc.
Corporate Family Rating at Ba3
Probability of Default Rating at Ba3-PD
Senior secured revolving credit facility expiring 2019 at Ba2 (LGD
3)
Senior secured term loan due 2021 at Ba2 (LGD 3)
Senior Unsecured Notes due 2022 at B2 (LGD 5)
Ratings Affirmed:
Halyard Health, Inc.
Speculative Grade Liquidity Rating at SGL-1
RATINGS RATIONALE
Moody's expects its ratings review process to focus on Halyard's
plans for the proceeds from the divestitures, as well as changes in
business concentration risk and overall scale.
Excluding the proposed divestiture, the Ba3 Corporate Family Rating
reflects Halyard's high concentration in surgical and infection
prevention products, a mature business that requires constant
reinvestment to maintain differentiation and avoid pricing
pressure. It also incorporates the company's moderate financial
leverage and weak volume growth from soft surgical procedure
trends. The company's revenue pressures will induce management to
seek acquisitions to increase market share and product breadth. The
credit is supported by the company's presence in diverse but
relatively low-tech medical product categories, stable cash flow
from repeat purchases of its consumable products, new product
launches, geographic diversification, and strong operating cash
flow.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectations that Halyard's cash balances, revolver availability
and free cash flow generation will allow the firm to maintain very
good liquidity over the next 12-18 months.
Halyard Health, Inc. ("Halyard") is a healthcare company that
produces surgical and infection prevention supplies and low-tech
medical devices. The S&IP segment's products include sterilization
wrap, surgical drapes and gowns, facial protection, protective
apparel and medical exam gloves. The medical device segment's
products include low-tech devices that deliver drugs for
post-operative and chronic pain management in a minimally invasive
way. This segment also makes digestive health devices (e.g. -
enteral feeding tubes). For the twelve months ended June 30, 2017,
the company reported revenues of $1.6 billion.
The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.
HEART AND VASCULAR: Hires Richoux Law Firm as Attorney
------------------------------------------------------
Heart and Vascular Associates of Acadiana, P.C. seeks authority
from the U.S. Bankruptcy Court for the Western District of
Louisiana, Lafayette Division, to employ Rodd C. Richoux and
Richoux Law Firm, LLC as its Chapter 11 counsel under a general
retainer to give the Debtor legal advice with respect to the
Debtor's power and duties as Debtor in Possession in the continued
operation of the Debtor's financial affairs and management of the
Debtor's property and to perform all legal services for the Debtor
in Possession which may be necessary.
The rate of compensation charged by Richoux Law Firm is $300 per
hour plus all court costs and expenses. A retainer was paid prior
to filing.
Rodd C. Richoux, attorney with Richoux Law Firm, attests that his
firm is disinterested within the meaning of 11 U.S.C. Secs. 327 and
1107(b).
The Firm can be reached through:
Rodd C. Richoux, Esq.
RICHOUX LAW FIRM, L.L.C.
110 E. Kaliste Saloom Road, Suite 205
Lafayette, LA 70508
Toll Free: 888-327-5740
Phone: 337-205-7049
Fax: 337-456-6299
E-mail: ecf@richouxlawfirm.com
About Heart and Vascular Associates of Acadiana
Heart and Vascular Associates of Acadiana, P.C. is a medical
facility that, among others, provides diagnoses and comprehensive
treatment plans. Based in Lafayette, Louisiana, Heart and Vascular
Associates of Acadiana filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 17-51387) on October 19, 2017, listing under $1 million in
assets and liabilities. The Debtor is represented by Rodd C.
Richoux at Richoux Law Firm, LLC as counsel.
HELIOS AND MATHESON: Stockholders Elect Five Directors
------------------------------------------------------
At the annual and special meeting of stockholders of Helios and
Matheson Analytics Inc. held on Oct. 27, 2017, the stockholders:
(a) elected each of Theodore Farnsworth, Muralikrishna
Gadiyaram, Prathap Singh, Carl J. Schramm and Gavriel Ralbag to
serve as a director of the Company until the next annual meeting or
until the election and qualification of his or her successor;
(b) ratified the appointment of Rosenberg Rich Baker Berman &
Company as the independent auditor of the Company for the year
ending Dec. 31, 2017;
(c) approved, on an advisory basis, the compensation of the
Company's named executive officers;
(d) to the extent required by Nasdaq Listing Rule 5635(d),
approved the issuance of shares of common stock of the Company upon
conversion or exercise or otherwise pursuant to the terms of the
Senior Secured Convertible Notes and the Warrant to Purchase Common
Stock issued to an institutional investor on Aug. 16, 2017;
(e) to the extent required by Nasdaq Listing Rule 5635(c),
approved the issuance of equity compensation to certain officers
and directors; and
(f) approved the adjournment of the Annual Meeting, if
necessary, to continue to solicit votes on the above proposals if
sufficient votes to pass the proposals are not received in time for
the Annual Meeting.
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.
HINTO ENERGY: Hires Buechler & Garber as Counsel
------------------------------------------------
Hinto Energy Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Colorado to employ Buechler & Garber, LLC, as
attorney to the Debtor.
Hinto Energy requires Buechler & Garber to:
a. prepare on behalf of the Debtor-in-Possession all
necessary reports, orders and other legal papers
required in the Chapter 11 proceeding;
b. perform all legal services for Debtor as Debtor-in-
Possession which may become necessary; and
c. represent the Debtor in any litigation which the Debtor
determines is in the best interest of the estate.
Buechler & Garber will be paid at these hourly rates:
Attorneys $200-$350
Paralegals $105
Prior to the filing of the petition, Buechler & Garber rendered
services to the Debtor in conjunction with pre-bankruptcy planning,
legal advice and costs, including the filing fee, in the amount of
$22,758.04. Buechler & Garber applied the amount to the $20,000
retainer from the Debtor for the pre-petition services up through
the filing of the Debtor's Chapter 11 bankruptcy case, and written
off $2,758.04 in fees.
Buechler & Garber will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael J. Guyerson, senior counsel of Buechler & Garber, 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.
Buechler & Garber can be reached at:
Michael J. Guyerson, Esq.
BUECHLER & GARBER, LLC
999 18 th Street, Suite 1230-S
Denver, CO 80202
Tel: (720) 381-0045
Fax: (720) 381-0382
E-mail: Mike@BandGlawoffice.com
About Hinto Energy Inc.
Hinto Energy, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D. Colo. Case No. 17-17618) on October 31, 2017. The Debtor is
represented by Michael J. Guyerson, senior counsel at Buechler &
Garber, LLC.
HJR LLC: Hires Hau & Associates as Accountant
---------------------------------------------
HJR, LLC seeks authorization from the U.S. Bankruptcy Court for the
Eastern District of Wisconsin to employ Hau & Associates, S.C. as
accountant for the estate.
The professional services to be rendered by the Accountant are:
a. analyze outstanding contested tax liability;
b. negotiate for reduction with taxing authority;
c. file appeals as needed; and
d. re-create the Debtor's accounting records, tax documents,
tax returns, and calculation of taxable sales and taxable income.
The hourly rates for the firm's professional services are:
Daniel Hau -- $295.00
Assistants -- $100.00-$135.00
Daniel Hau, CPA, President of Hau & Associates, attests that his
firm does not hold or represent any interest adverse to the
interest of the estate. His firm does not have any connection with
the Debtor, creditors, any other party in interest, their
respective attorneys and accountants, the United States Trustee, or
any person employed in the Office of the United States Trustee.
The Accountant can be reached through:
Daniel Hau, CPA
Hau & Associates, S.C.
8505 S Country Club Drive
Franklin, WI 53132
Phone 414-525-8000
Email: dhau@wi.rr.com
About HJR, LLC
HJR, LLC, sought Chapter 11 protection (Bankr. E.D. Wis. Case No.
17-29073) on Sept. 13, 2017, estimating assets in the range of
$500,000 to $1 million and $1 million to $10 million in debt. The
petition was signed by Charanjit Singh, its member.
HJR, LLC, doing business as Neenah BP, formerly doing business as
Badger Avenue Gas, is a small business debtor as defined in 11
U.S.C. Section 101(51D), and owns gas stations. HJR has buried gas
tanks at two of its gas station locations: 1720 North St. Neenah,
WI 54956 and 1201 N. Badger Ave., Appleton, WI 54914. Both sites
are currently inspected and up to code.
Judge Susan V. Kelley is assigned to the case.
The Debtor tapped John W. Menn, Esq., at Steinhilber Swanson LLP,
as counsel.
HOPE COMMUNITY: S&P Cuts 2 Tranches of 2015 School Bonds to 'BB'
----------------------------------------------------------------
S&P Global Ratings lowered its rating two notches to 'BB' from
'BBB-' on the St. Paul Housing and Redevelopment Authority, Minn.'s
series 2015A and 2015B charter school lease revenue bonds, issued
for HOPE Community Academy. The outlook is stable.
"We lowered our rating based in part on the 'U.S. Not-for-Profit
Charter School' methodology (published Jan. 3, 2017, on
RatingsDirect)," said S&P Global Ratings credit analyst Beatriz
Peguero, "as well as weakening credit quality including multiple
years of negative operating margins leading to, what we consider to
be a technical event of default and maximum annual debt service
(MADS) coverage well below 1x in fiscal 2016.
"In addition, while we expect improved operations and MADS coverage
in fiscal 2017 and into fiscal 2018, given the sharp deterioration
in recent performance, the 'BB' rating provides greater
flexibility, in our view, for HOPE to demonstrate sustained
improvement in financial metrics and academic results over time,"
said Ms. Peguero.
S&P said, "We assessed HOPE's enterprise profile as vulnerable,
characterized by very weak academics that potentially could
pressure the school's market position with no waitlist to withstand
enrollment fluctuations, slightly offset by historically stable yet
limited enrollment size. We assessed HOPE's financial profile as
vulnerable, with weak MADS coverage and a small operating base,
offset by a moderate debt burden and respectable days' cash on hand
for the rating level. We believe that, combined, these credit
factors lead to an indicative stand-alone credit profile of 'bb-'.
As our criteria indicate, we can adjust the final rating above the
indicative credit level by one notch due to a variety of factors.
In our opinion, the 'BB' rating on the school's bonds better
reflects the school's moderate MADS burden and healthy days' cash
on hand when compared with those of its peers and medians."
The bonds are secured by a pledge of state funding assigned to the
trustee.
HOPE Community Academy is a Minnesota tuition-free public, grade
K-8 charter school specializing in Hmong language and culture,
serving students in East St. Paul and the surrounding districts. It
was first incorporated on May 15, 2000, and was charted by the
University of St. Thomas on July 3, 2000.
"The stable outlook reflects our expectation that during the
one-year outlook period, the academy will return at least
break-even, if not positive, operating margins, improve its MADS
coverage, and maintain a steady liquidity position," added Ms.
Peguero. S&P anticipates the school's demand profile will continue
to reflect stable enrollment, with incremental improvement in
academic performance as a result of recent investments.
HUMANIGEN INC: In Talks with Lenders
------------------------------------
Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy,
reported that Humanigen Inc., jailed fraudster Martin Shkreli's
final foray in the pharmaceutical industry, is circling the drain,
according to a Securities and Exchange Commission filing.
According to the SEC filing, the company is unable to pay lenders
that bailed it out of bankruptcy and is in talks about alternative
asset-based transactions. Humanigen owes lenders Black Horse
Capital LP and Nomis Bay Ltd. $16 million, the report said, citing
the SEC filing.
Mr. Shkreli, who is now in jail, was arrested not long into his
brief tenure as chief executive of Humanigen, then known as
KaloBios, the report added.
In September, Humanigen did win fast-track designation for its
benznidazole development program from the FDA but without the
priority review voucher -- an asset that can be sold--Humanigen
said it was "assessing its options," the report related.
In the SEC filing, Humanigen said it is in talks with lenders, and
there is no guarantee a resolution can be reached, the report
further related.
With no money coming in from product sales, mounting losses and
drugs in the pipeline that will require time and money to develop
before they produce revenue, Humanigen is pretty much where it was
in the fall of 2015, when Mr. Shkreli spotted it as a potential
takeover target, the report said.
Humanigen’s securities reports say it has been getting by largely
by borrowing, the report noted. In the first six months of 2017,
the company spent more than $6.5 million on drug research and
development, and by June 20, had less than $2 million in assets,
the report added.
About Humanigen, Inc.
Humanigen, Inc., formerly known as KaloBios Pharmaceuticals, Inc.
-- http://www.humanigen.com/-- is a biopharmaceutical company
focused on developing medicines for patients with neglected and
rare diseases, with an ancillary focus on pediatric conditions.
The Company's lead product candidate is benznidazole for the
treatment of Chagas disease, a parasitic illness that can lead to
long-term heart, intestinal and neurological problems. The Company
acquired certain worldwide rights to benznidazole on June 30, 2016,
and the Company is focused on the development necessary to seek and
obtain approval by the United States Food and
Drug Administration for benznidazole and the subsequent
commercialization, if approved. After a meeting with FDA in
December 2016, the Company confirmed, through FDA-issued guidance,
that benznidazole is eligible for review pursuant to a 505(b)(2)
regulatory pathway as a potential treatment for Chagas disease and,
if it becomes the first FDA-approved treatment for Chagas disease,
the Company would be eligible to receive a Priority Review Voucher.
The Company submitted its Investigational New Drug (IND)
application for benznidazole to FDA and the IND became effective on
June 26, 2017. In addition, the FDA informed the Company on July
10, 2017, that it granted Orphan Drug Designation to benznidazole
for the treatment of Chagas disease.
KaloBios filed a voluntary petition for bankruptcy protection under
Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr.
D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was
represented by Eric D. Schwartz of Morris, Nichols, Arsht &
Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months
later.
On Jan. 13, 2016, the Company's common stock was suspended from the
Nasdaq Global Market and began trading on the over-the-counter
market under the KBIOQ symbol. On Jan. 26, 2016, NASDAQ filed a
Form 25 with the Securities and Exchange Commission to complete the
delisting of the common stock, and the delisting was effective on
Feb. 5, 2016. On June 30, 2016, upon emergence from bankruptcy,
the ticker symbol for the trading of the Company's common stock on
the over-the-counter market reverted back to KBIO. On June 26,
2017, the Company's common stock began trading on the OTCQB Venture
Market under the same ticker symbol. On Aug. 7, 2017, following
the effectiveness of the Company's previously reported name change,
the Company's common stock began trading on the OTCQB Venture
Market under the new ticker symbol "HGEN".
The Company reported a net loss of $27.01 million in 2016,
following a net loss of $35.37 million in 2015.
As of June 30, 2017, Humanigen had $1.92 million in total assets,
$16.61 million in total liabilities and a total stockholders'
deficit of $14.69 million.
HORNE LLP, in Ridgeland, Mississippi, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, noting that the Company has recurring losses
from operations that raise substantial doubt about its ability to
continue as a going concern.
JASPER VENTURES: Hires Chung & Press as Bankruptcy Counsel
----------------------------------------------------------
Jasper Ventures, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Columbia to employ Chung & Press, P.C.,
as counsel to the Debtor.
Jasper Ventures requires Chung & Press to:
a. prepare all schedules, statements, and other required
filings;
b. assist and advise the Debtor relative to the administration
of the bankruptcy proceeding;
c. represent the Debtor before the Bankruptcy Court and
advise the Debtor on all pending litigations, hearings,
motions, and of the decisions of the Bankruptcy Court;
d. review and analyze all applications, orders, and motions
filed with the Bankruptcy Court by third parties in the
proceeding and advise the Debtor thereon;
e. attend all meetings conducted pursuant to section 341(a)
of the Bankruptcy Code and representing the Debtor at all
examinations;
f. communicate with creditors and all other parties in
interest;
g. assist the Debtor in preparing all necessary applications,
motions, orders, supporting positions taken by the Debtor,
and prepare witnesses and review documents in this regard;
h. confer with all other professionals, including any
accountants and consultants retained by the Debtor and by
any other party in interest;
i. assist the Debtor in negotiations with creditors or third
parties concerning the terms of any proposed plan of
reorganization;
j. prepare, draft and prosecute the plan of reorganization
and disclosure statement; and
k. assist the Debtor in performing such other services as
may be in the interest of the Debtor and the Estate and
perform all other legal services required by the Debtor.
Chung & Press will be paid at the hourly rate of $495. The firm
will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Daniel M. Press, partner of Chung & Press, 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.
Chung & Press can be reached at:
Daniel M. Press, Esq.
CHUNG & PRESS, P.C.
6718 Whittier Ave., Suite 200
McLean, VA 22101
Tel: (703) 734-3800
Fax: (703) 734-0590 fax
E-mail: dpress@chung-press.com
About Jasper Ventures, LLC
Jasper Ventures, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.D.C. Case No. 17-00603) on October 30, 2017. The Debtor
is represented by Daniel M. Press, Esq., at Chung & Press, P.C.
JC PENNEY: S&P Alters Outlook to Negative on Weak Performance
-------------------------------------------------------------
S&P Global Ratings said it revised its outlook on J.C. Penney Co.
Inc. to negative from stable. At the same time, S&P affirmed its
'B+' corporate credit rating. The issue-level and recovery ratings
on the company's secured and unsecured credit facilities are
unchanged.
The outlook revision reflects the deterioration of gross margin and
EBITDA resulting from the liquidation of excess apparel inventory
in the third quarter, which comes on top of already weaker margins
from increased markdowns to clear inventory related to a large set
of store closures in the second quarter. S&P said, "As a result,
operating performance and credit metrics will be pressured; we
expect leverage to weaken to the low-6.0x area at year-end fiscal
2017, well above our previous estimates. In addition, while
seemingly necessary, we see these recent actions leaving JCP with
little margin for error over the next 12 months, including the
important holiday season, if the company experiences further
inventory issues or merchandise missteps."
S&P said, "While we believe the recent liquidation of apparel
inventory is an isolated event aimed at improving prospects for the
coming quarters, any meaningful underperformance of their recent
guidance or our expectations could signal that JCP has significant
issues with its business strategies and operating model.
"The negative outlook reflects our view that operating performance
and credit metrics will be pressured because of merchandise
liquidations related to store closures and headwinds in the apparel
space. While we expect improvement in credit metrics next year
resulting from a healthier store fleet and moderate debt repayment,
the current headwinds give JCP less room for underperformance over
the next 12 months, including the important holiday season. We
expect leverage to weaken to the low-6.0x area at year-end fiscal
2017, and to sequentially improve throughout fiscal 2018, reaching
5.0x by year-end fiscal 2018 as performance stabilizes and
scheduled debt reduction occurs.
"We could lower the rating if the company's operating performance
is worse than expected, potentially due to further merchandising
missteps or if sales declines accelerate such that we do not expect
adjusted debt to EBITDA to be 5x or less in 2018. If, for instance,
we expect same-store sales to decline in the low-single digits in
2018 (compared with our base-case forecast of flat same-store
sales) and EBITDA margin does not rebound to about 9.5%, this would
lead to leverage above 5x, reducing the prospects for meeting its
2020 debt maturities from existing cash flow. We could also lower
the rating if JCP reports weak fourth quarter results, worse than
implied by its recent full year guidance, signaling that the
company's recent operating challenges could be more of a trend than
an isolated event.
"We could revise the outlook back to stable if the company is able
to operate more effectively with its healthier inventory position,
leading to improving operating trends through fiscal 2018 and
beyond. This would lead to expect leverage to be maintained under
5x, and forecast annual free operating cash flow to exceed $250
million on a sustained basis. This could occur if, for instance,
same-store sales would be flat to modestly positive, and EBITDA
margin would expand about 100 bps above our base-case forecast."
JT CARE LLC: Wants Permission to Use Cash Collateral
----------------------------------------------------
JT Care, LLC seeks authorization from the U.S. Bankruptcy Court for
the Northern District of Illinois to use certain cash and cash
equivalents in which MidCap Funding IV, LLC and the U.S. Department
of Housing and Urban Development assert an interest.
The Debtor asserts that it is essential the Debtor be authorized to
use cash collateral to pay its typical and customary operating
expenses in order for the Debtor to continue to operate its
business and manage its financial affairs in the ordinary course
and effectuate an effective reorganization.
The proposed Budget provides the Debtor's monthly cash flow
projections for the week ending November 4, 2017 through the week
ending December 30, 2017, and itemizes the Debtor's cash needs --
approximately $683,619 -- during the relevant period.
The Related Debtors are CC Care, LLC; BT Bourbonnais Care, LLC; CT
Care, LLC; JLM Financial Healthcare, LP; FT Care, LLC; JT Care,
LLC; KT Care, LLC; TN Care, LLC; SV Care, LLC; and WCT Care, LLC.
Except for JLM Financial Healthcare, the related Debtors operate
long-term care facilities. JLM Financial Healthcare is the sole
member and owner of each of the Operating Debtors.
On July 2012, the Operating Debtors entered into a financing
transaction with MidCap Funding IV, LLC that was amended numerous
times through the present. The MidCap Loans are in the nature of
revolving credit lines funded from and secured by the accounts
receivable of the Operating Debtors. As of the Petition Date, the
approximate balance due to MidCap is $8,700,000.
The U.S. Department of Housing and Urban Development is asserting
liens against the Debtor's assets, including cash collateral, which
secures an aggregate indebtedness of approximately $96,000,000 owed
to HUD by certain related non-Debtors for mortgages extended to
such non-Debtors. These mortgages are on the properties from which
the Related Debtors operate their business.
The Debtor proposes use cash collateral and to provide adequate
protection to MidCap and HUD upon the following terms and
conditions:
(a) The Debtor will permit MidCap and HUD to inspect the
Debtor's books and records;
(b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and other damage;
(c) Upon reasonable request, the Debtor will make available to
MidCap and HUD evidence of that which purportedly constitutes their
collateral or proceeds;
(d) The Debtor will properly maintain its assets in good
repair and properly manage its business; and
(e) MidCap and HUD will be granted valid, perfected,
enforceable security interests in and to the Debtor's post-petition
assets, including all proceeds and products which are now or
hereafter become property of the estate to the extend and priority
of their alleged pre-petition liens, if valid, but only to the
extent of any diminution in the value of such assets during the
commencement of the Debtor's Chapter 11 case through the next
hearing on the use of cash collateral.
A full-text copy of the Debtor's Motion, dated October 31, 2017, is
available at http://tinyurl.com/y7xr27df
A copy of the Debtor's Budget is available at
http://tinyurl.com/y8j55juh
About CC Care and Affiliates
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Illinois
FT Care Frankfort Terrace Nursing Center, Frankfort, Illinois
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Illinois
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, manager and designated
representative, signed the petitions.
Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No.
17-32411 is assigned to Judge Deborah L. Thorne.
At the time of filing, CC Care estimated $1 million to $10 million
in assets and liabilities.
The Debtors are represented by Crane, Heyman, Simon, Welch & Clar
and Burke Warren Mackay & Serritella P.C.
KT CARE: Wants Authority to Use Cash Collateral Through Dec. 30
---------------------------------------------------------------
KT Care LLC requests the United States Bankruptcy Court for the
Northern District of Illinois for authority to use certain cash and
cash equivalents in which MidCap Funding IV, LLC and the U.S.
Department of Housing and Urban Development assert an interest.
The Debtor asserts that it is essential that the Debtor be
authorized to use cash collateral to pay its typical and customary
operating expenses in order for the Debtor to continue to operate
its business and manage its financial affairs in the ordinary
course and effectuate an effective reorganization.
The proposed Budget provides the Debtor's monthly cash flow
projections for the week ending November 4, 2017 through the week
ending December 30, 2017, and itemizes the Debtor's cash needs --
approximately $665,281 -- during the relevant period.
The Related Debtors are CC Care, LLC; BT Bourbonnais Care, LLC; CT
Care, LLC; JLM Financial Healthcare, LP; FT Care, LLC; JT Care,
LLC; KT Care, LLC; TN Care, LLC; SV Care, LLC; and WCT Care, LLC.
Except for JLM Financial Healthcare, the related Debtors operate
long-term care facilities. JLM Financial Healthcare is the sole
member and owner of each of the Operating Debtors.
The Debtor is a party to a certain financing transaction with
MidCap Funding IV, LLC -- together with the Operating Debtors --
that was amended numerous times through the present. The MidCap
Loans are in the nature of revolving credit lines funded from and
secured by the accounts receivable of the Operating Debtors. As of
the Petition Date, the approximate balance due to MidCap is
$8,700,000.
The U.S. Department of Housing and Urban Development is asserting
liens against the Debtor's assets, including cash collateral, which
secures an aggregate indebtedness of approximately $96,000,000 owed
to HUD by certain related non-Debtors for mortgages extended to
such non-Debtors. These mortgages are on the properties from which
the Related Debtors operate their business.
The Debtor proposes use cash collateral and to provide adequate
protection to MidCap and HUD upon the following terms and
conditions:
(a) The Debtor will permit MidCap and HUD to inspect the
Debtor's books and records;
(b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and other damage;
(c) Upon reasonable request, the Debtor will make available to
MidCap and HUD evidence of that which purportedly constitutes their
collateral or proceeds;
(d) The Debtor will properly maintain its assets in good
repair and properly manage its business; and
(e) MidCap and HUD will be granted valid, perfected,
enforceable security interests in and to the Debtor's post-petition
assets, including all proceeds and products which are now or
hereafter become property of the estate to the extend and priority
of their alleged pre-petition liens, if valid, but only to the
extent of any diminution in the value of such assets during the
commencement of the Debtor's Chapter 11 case through the next
hearing on the use of cash collateral.
A full-text copy of the Debtor's Motion, dated October 31, 2017, is
available at http://tinyurl.com/y9xxdc32
A copy of the Debtor's Budget is available at
http://tinyurl.com/y886lcgx
About CC Care and Affiliates
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Illinois
FT Care Frankfort Terrace Nursing Center, Frankfort, Illinois
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Illinois
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, manager and designated
representative, signed the petitions.
Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No.
17-32411 is assigned to Judge Deborah L. Thorne.
At the time of filing, the CC Care estimated $1 million to $10
million in assets and liabilities.
The Debtors are represented by Crane, Heyman, Simon, Welch & Clar
and Burke Warren Mackay & Serritella P.C.
LAKE NAOMI REAL ESTATE: DOL Sec. Wants Plan, Disclosures Amended
----------------------------------------------------------------
R. Alexander Acosta, Secretary of Labor, United States Department
of Labor, filed a limited objection to Lake Naomi Real Estate,
Inc.'s disclosure statement and plan of reorganization dated Sept.
18, 2017.
The Secretary objects to the DS/POR because: (1) the funding of the
DS/POR wrongly includes sums from Debtor's retirement plan, the
Lake Naomi Real Estate, Inc. 401(k) Plan in violation of the
Employee Retirement Income Security Act of 1974, 29 U.S.C. section
1001, et seq.(ERISA); and, (2) the Secretary's claims are described
as unimpaired although no provisions have been made to repay any
amounts owed by the Debtor to the 401(k) Plan.
The Secretary asserts that the funding of the DS/POR violates ERISA
in two ways. First, Thomas Fiers cannot anticipate any distribution
of his interest in the 401(k) Plan. Any distribution of benefits to
participants must be in accord with the 401(k) Plan documents and
the requirements of ERISA. Second, Debtor's counsel, Buddy Ford,
cannot place a lien on Mr. Fiers' interest in the 401(k) Plan prior
to Mr. Fiers' receipt of the distribution.
Based on his ongoing investigation, the Secretary believes that no
distributions are prudent pursuant to Section 404 of ERISA until
(1) an independent fiduciary has been appointed to replace Debtor
as the Plan Administrator and to replace Thomas Fiers and his
daughter, Marilynn Putriment, as Trustees of the Plan; (2) the
independent fiduciary has taken possession of the Plan's share of
the proceeds of the sale of the Manasara Property, including any
amounts held for Thomas Fiers individually; and, (3) an accounting
is performed by the independent fiduciary of amounts owed to past
and present employee participants of the Plan.
The Secretary's investigation indicates that breaches of ERISA may
have occurred in the administration of the 401(k) Plan over a
number of years.
Based on these averments, the Secretary requests that the Debtor's
Disclosure Statement and Plan of Reorganization be amended
consistent with the objections.
The Troubled Company Reporter previously reported that Payments and
distributions under the Plan will be funded from the Debtor's
operating income or from rental payments received by, or paid
directly to creditors by the Debtor, or its principle, Thomas W.
Fiers.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pamb17-03138-82.pdf
U.S. DEPARTMENT OF LABOR:
John M. Strawn
Office of the Solicitor
170 South Independence Mall West
Suite 630 East, The Curtis Center
Philadelphia, PA 19106
Telephone No. (215) 861-5145
Facsimile (215) 861-5162
Strawn.john@dol.gov
About Lake Naomi Real Estate
Lake Naomi Real Estate, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 17-02419) on March 24, 2017, listing under $1
million in both assets and liabilities, and is represented by Buddy
D. Ford, Esq., at Buddy D. Ford, P.A., and David J. Harris, Esq.
The Debtor's Chapter 11 case was transferred to the U.S. Bankruptcy
Court for the Middle District of Pennsylvania on July 31, 2017. The
case number is 17-03138.
LAST FRONTIER: To Pay Budtime Secured Claim Before Dec. 4
---------------------------------------------------------
Last Frontier Realty Corporation filed with the U.S. Bankruptcy
Court for the Northern District of Texas an amended disclosure
statement explaining its plan of reorganization dated Oct. 24,
2017.
The amended plan provides that the Debtor is required to pay the
Class 3 Allowed Secured Claim of Budtime Forest Grove Homes LLC on
or before Dec. 4, 2017, or Budtime is allowed to foreclosure on the
Saturn, Texas Property.
The plan also adds that Dolphin Enterprises, Inc. has committed to
providing the Debtor funding up to $350,000 upon confirmation of
Debtor's Plan. The amount of the funding will be based upon the
amount of the allowed claims to be paid at confirmation. The terms
of the note will be that the Debtor will have a 25-year note with
interest at the rate of 14% per annum payable monthly. The Debtor
anticipates the monthly payment to Dolphin to be approximately
$4,000. The new Dolphin loan will be secured by a lien on the
Saturn and Ravenview properties.
A full-text copy of the Amended Disclosure Statement dated Oct. 24,
2017, is available at:
http://bankrupt.com/misc/txnb17-32681-11-60.pdf
About Last Frontier Realty Corp.
Last Frontier Realty Corp. is a Texas corporation which owns two
pieces of real property.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-32681) on July 10, 2017. At
the time of the filing, the Debtor disclosed that it had estimated
assets and liabilities of less than $1 million.
Judge Stacey G. Jernigan presides over the case. Eric A. Liepins,
P.C. is the debtor's bankruptcy counsel.
The Debtor previously filed a Chapter 11 petition (Bankr. N.D.
Texas Case No. 17-30454) on Feb. 6, 2017. This case was dismissed
on July 3, 2017.
LENNAR CORP: Fitch Affirms 'BB+' IDR Amid Merger Announcement
-------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Lennar Corporation,
including the company's Issuer Default Rating (IDR), at 'BB+'. The
Rating Outlook remains Positive. The rating action follows the
announcement that the respective boards of directors of Lennar and
CalAtlantic Group, Inc. (CAA) have unanimously approved a
definitive merger agreement between the two companies.
KEY RATING DRIVERS
Combination with CAA: The transaction is a business combination
involving the exchange of 100% of CAA's common stock at a fixed
exchange ratio of 0.885 Lennar Class A Common Stock for each CAA
share. There is an optional cash election at $48.26 per share for
approximately 20% of CAA shares.
The merger requires regulatory and shareholder approval and is
expected to close during the first quarter of 2018. Stuart Miller
(CEO) and the Miller Family Trust have agreed to vote their
approximately 41% voting interest in favor of the transaction, and
Matlin Patterson (25% voting interest in CAA) has agreed to vote in
favor of the transaction. The Lennar management team will manage
the combined company and Scott Stowell (CAA executive chairman)
will join the Lennar board of directors.
Significant Scale: The proposed combination of Lennar and CAA
creates the largest homebuilder (based on revenues) in the U.S.
with homebuilding revenues of about $17.2 billion and LTM
deliveries of 43,672. By comparison, DR Horton, which is currently
the largest homebuilder, has LTM homebuilding revenues of $13.3
billion and LTM deliveries of 44,833 homes. More important, the
combined company will have a top-3 position in 24 of the 30 largest
MSAs in the country and a top-10 position in 36 of the 50 largest
MSAs.
Geographic and Price Point Diversity: The combined company will
have operations in more than 49 markets across 21 states. The two
companies have a compatible product mix serving the first-time,
move-up, active adult and luxury home buyers.
Synergies: Management anticipates that the combination will
generate annual cost savings of $250 million, with approximately
$75 million achieved in fiscal year (FY) 2018. These synergies are
expected to be achieved through direct cost savings, reduced
overhead costs and the elimination of duplicate public company
expenses.
Management Track Record: The proposed transaction combines the No.2
and No.5 largest U.S. builders (based on home deliveries). Lennar's
management team has had success in integrating large acquisitions
in the past as well as in managing large companies. In February
2017, Lennar completed the acquisition of WCI Communities, Inc., a
premier lifestyle community developer and luxury homebuilder for
approximately $643 million and the assumption of $250 million of
debt. In 2006, Lennar had homebuilding revenues of $15.6 billion
and delivered 49,568 homes (including joint ventures [JV]).
Credit Metrics to Weaken Slightly: Fitch views the transaction as
strategically positive for Lennar, although the combined company's
pro forma credit metrics are slightly weaker compared to those of
Lennar on a stand-alone basis. On a pro forma basis, debt/EBITDA is
estimated to be about 3.8x, debt/capitalization at 46.3% and
EBITDA/interest coverage at around 5.0x. Fitch expects these credit
metrics will improve as the company integrates both companies,
realizes cost synergies and uses FCF to pay down debt.
The Positive Outlook incorporates Fitch's expectation that the
combined company's credit metrics will improve following the
transaction as Lennar delevers the balance sheet, including net
debt/capitalization (excluding about $250 million of cash
classified by Fitch as not readily available for working capital
purposes) approaching 40% approximately 12 months after the close
of the transaction.
Land Holdings: The combined company will control about 243,800
lots, 79% of which are owned and the remaining controlled through
options and joint ventures. On a pro forma LTM basis, the company
controls about 5.6 years of land and has an owned-lot supply of 4.4
years. While the transaction modestly shortens Lennar's land
supply, it remains above the 5.1-year average of total lots
controlled and the 3.0-year average of owned lot supply for the
issuers in Fitch's coverage.
DERIVATION SUMMARY
Lennar's Issuer Default Rating of 'BB+' is supported by the
company's strong track record over the past 36-plus years,
geographic diversity, customer and product focus, and generally
conservative building practices. Additionally, there has been
continuity in Lennar's management during this housing cycle and
Fitch considers this management team to be the deepest among the
public builders within its coverage.
Lennar's credit metrics are in between homebuilders at the 'BBB-'
rating level (such as D.R. Horton, Inc., BBB-/Stable] and Toll
Brothers, Inc., BBB-/Stable) and the 'BB' rating level (including
CalAtlantic Group, Inc., BB/Stable, and Meritage Homes Corporation,
BB/Stable). Lennar is the second-largest homebuilder in the U.S.
behind D.R. Horton.
The proposed combination of Lennar and CAA creates the largest
homebuilder (based on revenues) in the U.S. with homebuilding
revenues of about $17.2 billion and LTM deliveries of 43,672. By
comparison, DR Horton, which is currently the largest homebuilder,
has LTM homebuilding revenues of $13.3 billion and LTM deliveries
of 44,833 homes. More important, the combined company will have a
top-3 position in 24 of the 30 largest MSAs in the country.
KEY ASSUMPTIONS
Fitch's key assumptions within Fitch rating case for the issuer
include:
- Lennar completes the acquisition of CAA during the first
quarter of 2018;
- Lennar's net debt/capitalization ratio approaches 40% 12 months
after the close of the transaction;
- The company realizes about $75 million of synergies during
FY2018 of the combined company;
- Debt/EBITDA is about 3.5x while EBITDA/interest is roughly 5x
12 months after the close of the transaction;
- Total housing starts increase 3% (single-family starts improve
8.5%) in 2017 and 5% (single-family starts advance 7.5%)
in 2018.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Lennar successfully integrates CAA (including realizing its
target synergies) and shows steady improvement in credit metrics
(such as net debt/capitalization consistently approaching or below
40%), while preserving a healthy liquidity position (in excess of
$1 billion in a combination of cash and revolver availability) and
continues generating consistent positive cash flow from operations
(CFFO) as it moderates its land and development spending.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- There is sustained erosion of profits due to either weak housing
activity, meaningful and continued loss of market share, and/or
ongoing land, materials and labor cost pressures (resulting in
margin contraction and weakened credit metrics, including net
debt/capitalization sustained above 50%) and Lennar maintains an
overly aggressive land and development spending program that leads
to consistent negative CFFO, higher debt levels and diminished
liquidity. In particular, Fitch will be focused on assessing the
company's ability to repay debt maturities with available liquidity
and internally generated cash flow.
LIQUIDITY
As of Aug. 31, 2017, Lennar had unrestricted cash of $564.6 million
and no borrowings under its $1.6 billion revolving credit facility
(with an accordion feature of up to $2 billion, subject to
additional commitments) that matures in June 2022 ($160 million of
the commitment expires in June 2018 and $50 million matures in June
2020). The revolver amount should be sufficient to support the
combined company. Lennar has meaningful debt maturing in the next
three years, including $400 million in December 2017, $525 million
in 2018 and $1.1 billion in 2019. CAA also has about $1.05 billion
of debt maturing through 2019.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings for Lennar Corporation:
-- Long-Term IDR at 'BB+';
-- Senior unsecured debt at 'BB+/RR4';
-- Unsecured revolving credit facility at 'BB+/RR4'.
The Rating Outlook is Positive.
LIL ROCK: Has Court's Final Approval to Use Cash Collateral
-----------------------------------------------------------
The Hon. Laura K. Grandy of the U.S. Bankruptcy Court for the
Southern District of Illinois has entered a final order authorizing
Lil Rock Electrical Construction Inc. to use equipment and cash
collateral of Germantown Trust & Savings Bank.
As of the Petition Date, Debtor owed Lender the approximate sum of
$774,009 under its agreements with Lender, plus accrued and unpaid
interest thereon, and fees and costs. The Prepetition Indebtedness
is secured by valid, perfected, enforceable, first priority liens
and security interests upon and in the assets of the Debtor
including all inventory, equipment, chattel paper, accounts,
general intangibles, consumer goods and the proceeds of the
foregoing.
The Debtor will require use of Lender's equipment and cash
collateral during the case.
The Debtor has submitted a budget of its projected income and
expenses through Dec. 31, 2017.
As adequate protection, the Lender will receive and have, subject
to the terms and conditions set forth below, pursuant to Sections
361, 362(d) and 363(e) of the U.S. Bankruptcy Code, not only its
existing security interests, liens and mortgages in the prepetition
collateral, but also postpetition security interests, liens and
mortgages in any assets acquired on or after the Petition Date by
Debtor, with those post-petition security interests, liens and
mortgages to be consistent with the priority and scope of the
Lender's existing security interests, liens, and mortgages in the
prepetition collateral. The Adequate Protection Liens against the
post-petition collateral will be granted to Lender in addition to,
and not instead of, Lender's security interests, liens and
mortgages in the prepetition collateral.
As further adequate protection, the Lender will receive regular
payments on their loans in the ordinary course of the Debtor's
business.
A copy of the Order is available at:
http://bankrupt.com/misc/ilsb17-31376-33.pdf
As reported by the Troubled Company Reporter on Oct. 12, 2017, the
Court entered an order permitting the Debtor to use its equipment
and cash collateral on an interim basis.
About Lil Rock Electrical
Lil Rock Electrical Construction, Inc., is a full-service
electrical contractor in Carlyle, Illinois, equipped to complete
commercial, residential, and industrial electrical work,
excavating, and directional boring.
Lil Rock Electrical Construction sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-31376) on
Sept. 11, 2017. Myranda Weber, its restructuring officer, signed
the petition. At the time of the filing, the Debtor disclosed
$1.21 million in assets and $1.17 million in liabilities.
Judge Laura K. Grandy presides over the case.
The Debtor is represented by Spencer P. Desai, Esq., at Carmody
MacDonald P.C.
No trustee or examiner has been appointed in this case, and no
official committee of creditors or equity interest holders has been
established in this case.
LOMBARD PUBLIC: Seeks to Expand Scope of Klein Thorpe Services
--------------------------------------------------------------
Lombard Public Facilities Corp. has filed a motion seeking approval
from the U.S. Bankruptcy Court for the Northern District of
Illinois to expand the scope of services of Klein Thorpe & Jenkins,
Ltd.
In its motion, Lombard proposes to amend the terms of employment of
its special counsel to include Gregory Smith, a partner at KTJ,
assisting the company and its bankruptcy counsel Adelman &
Gettleman, Ltd. in preparation for and participation in any
litigation pertaining to the company's eligibility to be a debtor
in a Chapter 11 case.
In August, Lord Abbett Municipal Income Fund, Inc. - Lord Abbett
High Yield Municipal Bond Fund and the Office of the U.S. Trustee
filed their motions to dismiss Lombard's bankruptcy case, arguing
that the company is a "governmental unit" and, therefore,
ineligible for Chapter 11 relief under section 109(d) of the
Bankruptcy Code.
Mr. Smith will charge an hourly fee of $300 for his services,
according to the court filing.
About Lombard Public Facilities Corp.
Lombard Public Facilities Corporation was established in 2003 by
the affluent Lombard Village in Illinois, to finance the
construction of a hotel and convention center, and is the owner of
the hotel and convention center for as long as any bonds remain
outstanding. The hotel and convention center, which opened in
2007, includes 500 guest rooms and 39,000 square feet of flexible
meeting space with two full-service restaurants. The Hotel is and
has been operated and managed under the Westin brand by Westin
Hotel Management, L.P.
Lombard Public Facilities Corporation sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 17-22517) on July 28, 2017, after
reaching deals to restructure $246.6 million in debt. The petition
was signed by Paul Powers, president.
The Debtor estimated assets of $10 million to $50 million and debt
of $100 million to $500 million.
The Hon. Jacqueline P. Cox is the case judge.
The Debtor hired Adelman & Gettleman, Ltd. as bankruptcy counsel;
and Klein Thorpe & Jenkins, Ltd. and Taft Stettinius & Hollister,
LLP as special counsel. Epiq Bankruptcy Solutions, LLC is the
noticing, claims, and/or solicitation agent.
The Debtor has long retained Klein, Thorpe, & Jenkins, Ltd. ("KTJ")
as its corporate counsel, and James D. Shanahan, now of the firm of
Taft, Stettinius & Hollander LLP ("TSH"), as its bond and tax
counsel.
EisnerAmper, which was engaged by the Debtor two years prior to the
petition date, is the financial advisor in the Chapter 11 case.
LSB INDUSTRIES: Incurs $24.7 Million Net Loss in Third Quarter
--------------------------------------------------------------
LSB Industries, Inc., reported a net loss attributable to common
stockholders of $24.74 million on $92.39 million of net sales for
the three months ended Sept. 30, 2017, compared to net income
attributable to common stockholders of $112.04 million on $80.26
million of net sales for the three months ended Sept. 30, 2016.
For the nine months ended Sept. 30, 2017, LSB Industries reported a
net loss attributable to common stockholders of $52.45 million on
$338.58 million of net sales compared to net income attributable to
common stockholders of $92.78 million on $289.21 million of net
sales for the same period during the prior year.
Net loss from continuing operations of $17.1 million for the third
quarter of 2017, an improvement from a loss of $39.5 million for
the third quarter of 2016
Adjusted EBITDA from continuing operations of $2.8 million for the
third quarter of 2017, an increase from an Adjusted EBITDA loss of
$26.5 million for the third quarter of 2016.
As of Sept. 30, 2017, LSB Industries had $1.19 billion in total
assets, $582.54 million in total liabilities, $167.12 million in
redeemable preferred stock and $445.22 million in total
stockholders' equity.
"Our sales and adjusted EBITDA increased significantly compared to
the third quarter of last year as a result of higher production
levels at all three of our facilities," stated Daniel Greenwell,
LSB's president and CEO. "The higher volumes were partially offset
by continued softness in pricing for our products."
"Overall, we were encouraged by the performance of our plants
during the third quarter. Our Cherokee Facility ran at a 99%
on-stream rate during the period, representing its fourth
consecutive quarter with an on-stream rate in excess of 95%. El
Dorado had an on-stream rate of approximately 91% at its ammonia
plant in the third quarter, up from 87% in the second quarter of
this year and 62% in the third quarter of last year, and averaged
approximately 1,320 tons per day, or 15% above nameplate capacity.
Earlier this month, we announced that the ammonia plant at El
Dorado was taken out of service to address mechanical issues on a
boiler and a heat exchanger. Those repairs were completed, and the
plant was returned to service on October 22nd. At our Pryor
Facility, the third quarter onstream rate, following the completion
of a 17-day turnaround on July 21st, was 85%, up from 78% in the
second quarter of this year and 70% in the third quarter last year.
As we previously announced, Pryor was taken out of service towards
the end of September to repair damage to electrical controls,
wiring and piping that resulted from a minor fire at its ammonia
plant. Those repairs are expected to be completed later this week.
Additionally, the company decided to replace the process gas
pre-heat system that was originally planned for the 2018
turnaround. We expect this work will be completed by the third week
of November. As a result of this additional work and other work
done during the outage, we do not anticipate having to perform a
turnaround at the Pryor facility in 2018."
Mr. Greenwell concluded, "As previously disclosed, we expect our
fourth quarter results to have an adverse impact of approximately
$7.0 million to $8.0 million of EBITDA from the downtime at Pryor
and El Dorado. While we are disappointed by these recent
operational issues, we continue to believe that our goal to achieve
and sustain on-stream rates averaging approximately 95% at each of
our three ammonia plants is achievable. We are currently in the
process of upgrading our maintenance management system across all
our facilities, which will provide us with improved predictive and
preventative capabilities in terms of our ability to identify
potential plant issues before they result in unplanned downtime
incidents. Our goal is to have the upgrades in place by year end.
We expect that higher on-stream rates, coupled with what we
anticipate will be a stronger pricing environment, should lead to
improved top and bottom line results for LSB in 2018, which should
enable us to further enhance our financial position throughout the
year."
As of Sept. 30, 2017, the Company's total cash position was $53.1
million. Additionally, the Company had approximately $38.6 million
of borrowing availability under its Working Capital Revolver.
There were no borrowings under the Working Capital Revolver at
Sept. 30, 2017.
Total long-term debt, including the current portion, was $410.4
million at Sept. 30, 2017, compared to $420.2 million at Dec. 31,
2016. The aggregate liquidation value of the Series E Redeemable
Preferred at Sept. 30, 2017, inclusive of accrued dividends of
$39.3 million, was $179.0 million.
Interest expense, net of capitalized interest, for the third
quarter of 2017 was $9.3 million compared to $13.3 million for the
same period in 2016. The third quarter of 2016 included $1.8
million relating to the 12% Senior Secured Notes repaid in October
2016 and $2.2 million debt modification expense associated with a
consent solicitation process completed in the third quarter of
2016. For the full year of 2017, we expect interest expense to be
approximately $37 million.
Capital additions were approximately $9.8 million in the third
quarter of 2017. Planned capital additions for the fourth quarter
of 2017 are estimated to be approximately $10 million. For the full
year of 2017, total capital additions, which are related to
maintaining and enhancing safety and reliability at its facilities,
are expected to be approximately $35 million.
A full-text copy of the press release is available at:
https://is.gd/vvCGur
LSB Industries, Inc.
Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. --
http://www.lsbindustries.com/-- manufactures and sells chemical
products for the agricultural, mining, and industrial markets. The
Company owns and operates facilities in Cherokee, Alabama, El
Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a
global chemical company in Baytown, Texas. LSB's products are sold
through distributors and directly to end customers throughout the
United States.
LSB reported net income attributable to common stockholders of
$64.76 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $38.03 million in 2015.
As of Sept. 30, 2017, LSB Industries had $1.19 billion in total
assets, $582.54 million in total liabilities, $167.12 million in
redeemable preferred stocks and $445.21 million in total
stockholders' equity.
* * *
In October 2016, S&P Global Ratings lowered its rating on LSB
Industries to 'CCC' from 'B-'. "Despite using the climate control
business sale proceeds to repay some debt, the company's metrics
have weakened due to plant operational issues and a depressed
pricing environment, which have led to depressed EBITDA
expectations," said S&P Global Ratings credit analyst Allison
Schroeder.
In November 2016, Moody's Investors Service downgraded LSB's
corporate family rating (CFR) to 'Caa1' from 'B3', its probability
of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million
guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's 'Caa1'
CFR rating reflects Moody's expectations that the combined
uncertainty over operational reliability and the compressed
margins, resulting from the low nitrogen fertilizer pricing
environment, could result in continued weak financial metrics for a
protracted period.
M & G POLYMERS: Seeks Permission to Use Comerica Cash Collateral
----------------------------------------------------------------
M & G Polymers USA, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to use the cash
collateral of Comerica Bank until Dec. 29, 2017.
M&G Polymers is the borrower under a $50 million revolving credit
facility provided by Comerica Bank that is secured by, among other
things, certain accounts receivable of M&G Polymers, including
certain payments made by customers of the Apple Grove Plant. As of
the Polymers Petition Date, the aggregate outstanding amount owed
by M&G Polymers under the Prepetition Credit Documents was not less
than $48,670,983.
In addition, M&G Polymers is party to a certain prepetition
guaranty for the benefit of Banco Inbursa, S.A., Institucion de
Banca Multiple, Grupo Financiero Inbursa, secured by a mortgage, by
which M&G Polymers granted to Banco Inbursa first priority liens on
and security interests in certain collateral. As of the Polymers
Petition Date, the aggregate outstanding amount owed by M&G
Polymers under the Inbursa Guaranty was not less than $436,000,000
in outstanding principal amount.
M&G Polymers asserts that it has ongoing obligations under state
and federal law to conduct environmental monitoring at the Apple
Grove Plant -- including the ongoing monitoring and maintenance of
a wastewater treatment facility -- and M&G Polymers requires the
use of cash collateral to prepare the Apple Grove Plant for a
potentially extended idling, including by taking affirmative steps
to remain in compliance with applicable environmental laws and
regulations.
To date, M&G Polymers has ceased all production, is no longer
producing inventory or generating accounts or accounts receivable
(except to the extent existing inventory is being sold), and has no
expectation of recommencing production in the near term. Without
the generation of any new revenue, and given its inability to
access the proposed DIP Financing, M&G Polymers has an immediate
and critical need for the use of Cash Collateral to (a) safeguard
the public, (b) continue to provide employment and benefits to
certain of its employees and (c) avoid irreparable harm to its
estate and creditors.
Comerica Bank will be granted, as adequate protection for the use
of its cash collateral:
(a) the prior and senior security interest in and lien on any
proceeds from or of any sale or other disposition of the Debtor's
property, plant and equipment located in Apple Grove, West
Virginia, to which Banco Inbursa, as existing first-lien secured
lender on certain of the Debtor's property, consents solely to the
extent that the amount of such Adequate Protection Lien does not
exceed the lesser of (i) $9.6 million or (ii) the actual amount of
cash collateral used by the Debtor; and
(b) a security interest in and lien on all of the Debtor's
and the estate's interest in any and all property, whether real
(other than the Apple Grove Facility), personal, tangible or
intangible, whether presently existing or hereafter acquired or
created, in each case, subject and junior to any properly
perfected, non-avoidable, first-priority, security interests or
other liens existing on the Petition Date in such property.
Banco Inbursa will be granted a security interest in and lien on
the post-petition collateral, which is junior and subordinate to
the security interests and liens of Comerica Bank in the
postpetition collateral. The Inbursa Adequate Protection Lien
excludes the prepetition collateral, including any accounts and
accounts receivable of the Debtor, the inventory of the Debtor, the
Ohio Valley Bank Account and any other deposit account of the
Debtor, and the proceeds of any of the foregoing.
Comerica Bank and Banco Inbursa will be granted allowed
superpriority administrative claims against the Debtor's estate to
the extent that the Adequate Protection Liens do not adequately
protect against any diminution in value of their respective
interests in the collateral. The adequate protection superpriority
claims of Comerica Bank will be senior in priority to the adequate
protection superpriority claims of Banco Inbursa.
Comerica Bank will receive payment of the prepetition obligations
from the proceeds of payments the prepetition collateral and
post-petition collateral. All proceeds of accounts and accounts
receivable of Debtor and the sales and other dispositions of the
inventory of the Debtor, upon receipt by Debtor, will be delivered
to Comerica Bank in the form received, and deposited into a
segregated cash collateral account (account ending in *452)
maintained by, and under the exclusive control of, Comerica Bank.
A full-text copy of the Debtor's Motion, dated Nov. 1, 2017, is
available at https://is.gd/J1GCcy
About the M&G Group
Founded in 1953, M&G Group is a privately owned chemical company in
Italy and is controlled through the holding company M&G Finanziaria
S.p.A. The M&G Group -- specifically, its chemicals division,
which includes M&G Chemicals S.A. -- is a producer of polyethylene
terephthalate resin for packaging applications. PET is a plastic
polymer produced principally from purified terephthalic acid and
monoethylene glycol, and is used to manufacture plastic bottles and
other packaging for the beverage, food and personal care
industries.
M & G USA Corporation, parent M&G Chemicals S.A. and 9 of its
direct and indirect subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017.
M & G USA estimated assets and debt of $1 billion to $10 billion.
The Hon. Brendan L. Shannon is the case judge.
The Debtors tapped Jones Day and Pachulski Stang Ziehl & Jones LLP
as restructuring counsel; Alvarez & Marsal North America, LLC, as
restructuring adviser; Rothschild Inc. as investment banker; and
Prime Clerk, LLC, as claims and noticing agent.
M&G CHEMICAL: Proposes $100M in Financing From Control Empresarial
------------------------------------------------------------------
M & G USA Corporation and its debtor affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
obtain superpriority debtor-in-possession financing.
The proposed DIP Facility consists of a senior term loan credit
facility in the aggregate principal amount of $100 million among:
(a) M&G Resins USA LLC, as borrower; (b) the other Debtors, as
guarantors; and (c) Control Empresarial de Capitales, S.A. De C.V.,
and/or its designee, as lender.
CEC is an affiliate of Banco Inbursa, S.A., Institucion de Banca
Multiple, Grupo Financiero Inbursa, the Debtors' prepetition lender
with first liens on collateral including the Corpus Christi Plant
and the Apple Grove Plant.
The Debtors tell the Court that by entering into the proposed
postpetition financing and granting the Pre-Petition First Lien
Lender adequate protection in connection with the DIP Loans, the
Debtors have obtained a source of funding that can assist them in
preserving their assets pending the Sale and help them to satisfy
certain necessary obligations during these Chapter 11 cases and
maintain the staff necessary to continue certain administrative and
corporate functions, all in an effort to maximize the value of
their estates for the benefit of creditors by avoiding a
liquidation scenario. The DIP Facility presents the Debtors with
the sole realistic source of funding available to them in light of
their current situation. Immediate approval of the DIP Facility is
therefore a critical and necessary step toward stabilizing the
Debtors and preserving the value of their assets, without which the
Debtors' ability to restructure and maximize the value of their
estates would be jeopardized to the direct detriment of all parties
in interest.
The post-petition financing consists of the DIP Facility in an
aggregate principal amount of up to $100 million, from the DIP
Lender and (ii) to draw funds under the DIP Facility in the
aggregate amount of $20 million upon entry of the interim court
order to avoid immediate and irreparable harm to the Obligors and
their estates.
The Debtors propose that the DIP Lender be granted automatically
perfected (i) security interests in and liens on all of the DIP
Collateral that prime the interests of certain prepetition security
interests on the terms set forth in the DIP Credit Documents, (ii)
senior security interests in and liens on all unencumbered
property, and (iii) non-priming security interests in and liens on
the DIP collateral in which there are certain pre-existing
permitted senior liens, in each case to the DIP Agent for the
benefit of the DIP Lender to the extent provided herein, and
granting superpriority administrative expense status to the DIP
obligations, in each case subject to the carve-out and on the terms
and subject to the relative priorities set forth in the DIP Loan
Documents.
The Debtors also ask that the Obligors be authorized to provide
adequate protection to (i) the prepetition first lien lender to the
extent of any diminution in value of its interest in the
pre-petition first lien collateral and subject to the carve-out,
the DIP liens and the senior prior liens and (ii) the prepetition
second lien secured party to the extent of any diminution in value
of its interest in the pre-petition second lien collateral and
subject to the carve-out, the DIP liens, the senior prior liens,
the adequate protection liens of the pre-petition first lien lender
and the pre-petition first lien security interests.
The Obligors will use loan proceeds to the extent that the loan
proceeds may be considered cash collateral solely as a result of
the fact that the loan proceeds are held in bank accounts over
which the DIP Agent may be granted a security interest.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/deb17-12307-14.pdf
About the M&G Group
Founded in 1953, the M&G Group is a privately owned chemical
company in Italy and is controlled through the holding company M&G
Finanziaria S.p.A. The M&G Group -- specifically, its chemicals
division, which includes M&G Chemicals S.A. -- is a producer of
polyethylene terephthalate resin for packaging applications. PET
is a plastic polymer produced principally from purified
terephthalic acid and
monoethylene glycol, and is used to manufacture plastic bottles and
other packaging for the beverage, food and personal care
industries.
M & G USA Corporation, parent M&G Chemicals S.A. and 9 of its
direct and indirect subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017.
M & G USA estimated assets and debt of $1 billion to $10 billion.
The Hon. Brendan L. Shannon is the case judge.
The Debtors tapped Jones Day and Pachulski Stang Ziehl & Jones LLP
as restructuring counsel; Alvarez & Marsal North America, LLC, as
restructuring adviser; Rothschild Inc. as investment banker; and
Prime Clerk, LLC, as claims and noticing agent.
MACAVITY COMPANY: Dec. 12 Disclosure Statement Hearing
------------------------------------------------------
Judge Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on Dec. 12, 2017, at
1:30 p.m. to consider Macavity Company, LLC's disclosure statement
in support of its plan of reorganization dated Oct. 20, 2017.
The last day for filing with the court and serving written
objections to the disclosure statement is fixed at five days prior
to the hearing date set for approval of the disclosure statement.
The Troubled Company Reporter previously reported that holders of
Allowed Class 3 Unsecured Claims under the plan will be paid in
full with simple interest at the rate of 2.25% per annum no later
than the fifth anniversary of the Effective Date. Holders of
Allowed Class 3 Unsecured Claims will receive the following amounts
in payment of their Allowed Claims: (a) beginning on the first
anniversary of the Effective Date, 60 monthly principal and
interest payments with simple interest at the rate of 2.25% per
annum; and (b) a single payment of all remaining principal and
interest on or before the sixth anniversary of the Effective Date.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb17-10065-222.pdf
About Macavity Company LLC
Macavity Company, LLC, develops real estate properties. It was
incorporated in 2008 and is based in Mesa, Arizona. It has a fee
simple interest in an 861.50-acre undeveloped land located at NW
Corner of Monte Carlo Boulevard and FM 75, Princeton, Texas, valued
at $28 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-08474) on July 24, 2017. The
petition was signed by Lane Spencer of Ready RDC LLC, sole member.
At the time of the filing, the Debtor disclosed $28.12 million in
assets and $17.29 million in liabilities.
Judge Brenda K. Martin presides over the case.
Gallagher & Kennedy, PA represents the Debtor as bankruptcy
counsel. The Debtor hired CBRE Inc. as appraiser; and MCA
Financial Group Ltd. as financial advisor.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Macavity Company LLC as of Aug.
29, according to a court docket.
MARGARET ANNA: Plan Confirmation Hearing Set for Dec. 12
--------------------------------------------------------
Judge James R. Ahler of the U.S. Bankruptcy Court for the Northern
District of Indiana approved Margaret Anna Properties, LLC's
disclosure statement, dated August 9, 2017, referring to a plan of
reorganization dated August 16, 2017.
Dec. 12, 2017, at 10:00 A.M. is fixed for the hearing on
confirmation of the Plan to be held before the Court at 5400
Federal Plaza, Courtroom No. 8, Hammond, Indiana, 46320.
Nov. 27, 2017, is fixed as the last day for filing written ballots
accepting or rejecting of the Plan.
November 27, 2017, is fixed as the last day for filing and serving
any written objections to confirmation of the Plan.
About Margaret Anna Properties
Margaret Anna Properties, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 17-20451) on
March 2, 2017. The petition was signed by Mary M. Liadakis,
managing member. At the time of the filing, the Debtor estimated
assets and liabilities of less than $500,000.
MARYWOOD UNIVERSITY: S&P Revises Outlook on Debt Rating to Stable
-----------------------------------------------------------------
S&P Global Ratings revised the outlook on its 'BB+' rating on
Scranton-Lackawanna Health & Welfare Authority, Pa.'s revenue debt,
issued for Marywood University, to stable from negative and
affirmed the rating.
The outlook revision reflects S&P Global Ratings' opinion of the
university's focus on incrementally improving operations to
break-even results over the next few fiscal years, coupled with
management's expectation of positive operations in fiscal 2017. In
addition, university undergraduate enrollment has stabilized over
the past two years while graduate enrollment continues to decline.
The institution also experienced a number of senior management
changes, including a new president, provost, and vice president of
business affairs; the rating service views these changes
positively.
"We could lower the rating or revise the outlook to negative if
Marywood cannot stabilize overall enrollment; if it fails to work
toward break-even, full-accrual operations; or if expendable
resource ratios were to erode relative to current levels. We
believe additional debt would also likely pressure the rating,"
said S&P Global Ratings credit analyst Sean Lacey. "While we do not
expect to raise the rating during the outlook period, we, however,
could do so if expendable resources were to grow to levels we
consider more commensurate with the higher rating."
S&P Global Ratings assessed Marywood's enterprise profile as
strong, characterized by its diverse student mix, decent
selectivity and matriculation rates, trend of modestly declining
enrollment, and proactive management. S&P Global Ratings assessed
the university's financial profile as vulnerable, characterized by
its weak expendable resources and volatile operating performance
with prior financial covenant violations in consecutive fiscal
years. The rating service expects positive operations in fiscal
2017, and the university is currently in full compliance with its
covenants. Combined, S&P Global Ratings believes these credit
factors lead to an indicative stand-alone credit profile of 'bb+'
and a long-term rating of 'BB+'.
MAYFAIR-HAWAII: Receiver Wants to Obtain Financing From Fannie Mae
------------------------------------------------------------------
Paula Forshee, the receiver appointed by the District of Columbia
Superior Court to control assets of debtor Mayfair-Hawaii LLC, asks
the U.S. Bankruptcy Court for the District of Columbia to
authorize: (1) access to postpetition financing from Federal
National Mortgage Association ("Fannie Mae"), (2) the use of cash
collateral, and (3) the payment of certain prepetition claims.
The Debtor is indebted to Fannie Mae pursuant to two promissory
notes in the original principal amounts of $2,000,000 and
$1,050,000. Each note is secured, inter alia, by a Multifamily
Deed of Trust, Assignment of Leases and Rents, Security Agreement
and Fixture Filing that is recorded against the Property in the
District of Columbia Recorder of Deeds. The Security Instruments
are recorded as Document Number 2014024711 and Document Number
2016099921, respectively. The Debtor defaulted under the Loan
Documents, which have been accelerated. As of the Petition Date,
the Debtor's total indebtedness to Fannie Mae exceeded $3.8
million.
The Receiver has made her first request to Fannie Mae in the
approximate amount of $61,590 (to cover expenses up through Nov.
30, 2017) to cover certain prepetition expenses and postpetition
expenses incurred up through Nov. 30, 2017.
In the ordinary course of business, the Receiver requires cash on
hand in addition to the cash flow from the operations of the
34-unit multifamily property on the south side of Hawaii Avenue,
SE, in the District of Columbia to fund the Property's liquidity
needs. In addition, the Receiver requires access to sufficient
liquidity to fund the Property's operations until such time as a
plan is confirmed or the Property is sold. Postpetition financing,
in addition to the use of cash collateral, is necessary in order
for the Receiver to have access to sufficient liquidity to maintain
the Property's ongoing day-to-day operations and fund its working
capital needs, including without limitation, paying and retaining
employees, maintaining insurance, paying utilities and generally
maintaining the condition of the Property for the benefit of its
residents. Absent postpetition financing and the use of cash
collateral, the Receiver will not be able to manage and operate the
Property due to a lack of funds. Accordingly, the Receiver asserts
that it is imperative that the Receiver have access to sufficient
liquidity to avoid irreparable harm to the Debtor's estate.
The Receiver seeks entry of an order:
a. authorizing the Receiver to continue receiving advances of
funds from Fannie Mae in accordance with the Loan
Documents and to include the advances in the secured
indebtedness under the Loan Documents;
b. authorizing the Receiver, and requiring the Debtor, to
execute and enter into any additional documents required
by Fannie Mae related to the Post-Petition Financing and
to perform all other and further acts as may be required
in connection with the Post-Petition Financing, the
Section 543 Order and the DIP Order;
c. authorizing the Receiver to request additional funds from
Fannie Mae pursuant to the Loan Documents;
d. authorizing the Receiver to use proceeds of Post-Petition
Financing as permitted in the Loan Documents and in
accordance with the Section 543 Order and the DIP Order;
e. upon entry of the DIP Order, granting automatically
perfected first priority security interests in, and liens
on, all of Fannie Mae's collateral and other property of
the Debtor, if any, on which a lien is granted pursuant to
the Loan Documents and granting super-priority
administrative expense status to the obligations under the
Loan Documents as they relate to the Post-Petition
Financing;
f. authorizing the Debtor to provide adequate protection to
Fannie Mae as set forth in the DIP Order;
g. authorizing the Receiver to use cash collateral, as that
term is defined in Section 363(a) of the Bankruptcy Code
and all other Collateral, subject to the terms of the Loan
Documents, the Section 543 Order and the DIP Order; and
h. modifying the automatic stay set forth in Section 362 of
the Bankruptcy Code to the extent necessary to implement
and effectuate the terms of the DIP Order and the Loan
Documents as they relate to the Post-Petition Financing
and the use of Cash Collateral.
Fannie Mae consents to the use of the cash collateral. Fannie Mae
will be provided with adequate protection in the form of
replacement liens on its collateral, including cash collateral, in
accordance with the priorities set forth in, and subject to, the
Loan Documents.
The Receiver has an urgent need for the immediate use of the cash
collateral, to honor obligations critical to the Property's ongoing
operations, including to employees, vendors, and suppliers. Absent
access to the cash collateral, the Receiver cannot continue to
operate and manage the Property post-petition, diminishing the
value of the Debtor's estate to the detriment of all creditors,
including Fannie Mae.
A copy of the Receiver's Motion is available at:
http://bankrupt.com/misc/dcb17-00514-46.pdf
Counsel to Paula Forshee, the Court Appointed Receiver:
Jonathan L. Gold
MICHAEL BEST & FRIEDRICH LLP
601 Pennsylvania Avenue, NW
Suite 700 South
Washington, DC 20004
Tel: (202) 747-9594
Fax: (202) 347-1819
E-mail: jlgold@michaelbest.com
About Mayfair-Hawaii
Mayfair-Hawaii LLC, a Delaware limited liability company, owns a
34-unit multifamily property on the south side of Hawaii Avenue,
SE, in the District of Columbia. Until the appointment of the
receiver, Paula Forshee, the property was managed by Oakmont
Management Group LLC. Sanford Capital LLC owns 70% of
Mayfair-Hawaii. A. Carter Nowell is the Debtor's manager. Oakmont
is owned by Mr. Nowell.
On June 12, 2017, the Superior Court entered a consent order
appointing receiver and granting injunctive relief. The Receiver,
though Catalyst Property Solutions, has managed the Property since
approximately June 12, 2017.
Mayfair-Hawaii LLC filed for Chapter 11 bankruptcy protection
(Bankr. D.C. Case No. 17-00514) on Sept. 26, 2017, estimating
assets and debt of $1 million to $10 million. A. Carter Nowell
signed the petition.
Judge S. Martin Tell J.r. is the case judge.
Kristen E. Burgers, Esq., and Stephen E. Leach, Esq., at Hirschler
Fleischer, PC, in Tysons, Virginia, serves as counsel to the
Debtor.
MCCLATCHY CO: Chatham Asset Owns 15.5% of Class A Shares
--------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Chatham Asset Management, LLC reported that as of Oct.
23, 2017, it beneficially owns 805,376 shares of Class A common
stock, $0.01 par value per share, of The McClatchy Company
constituting 15.5 percent of the shares outstanding.
The beneficial ownership percentage is based upon 5,179,542 shares
of Class A Common Stock of McClatchy issued and outstanding as of
July 28, 2017, based on information reported by the Company in its
quarterly report on Form 10-Q, filed with the SEC on Aug. 3, 2017.
Chatham Asset Management, LLC is the investment manager to Chatham
Asset High Yield Master Fund, Ltd., a Cayman Islands exempted
company, and other affiliated funds, and Anthony Melchiorre is the
managing member of CAM. As of Oct. 23, 2017, Chatham Master Fund
held 462,897 shares of Common Stock of the Company and the other
affiliated funds held an aggregate of 342,479 shares of Common
Stock of the Company. As a result of the foregoing, for purposes
of Reg. Section 240.13d-3Mr. Melchiorre and CAM may be deemed to
beneficially own the 805,376 shares of Common Stock of the Company
held in the aggregate by the Chatham Funds, or approximately 15.5%
of the shares of Common Stock of the Company deemed to be issued
and outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/sr0hBU
About McClatchy
McClatchy -- http://www.mcclatchy.com-- is a publisher of iconic
brands such as the Miami Herald, The Kansas City Star, The
Sacramento Bee, The Charlotte Observer, The (Raleigh) News &
Observer, and the (Fort Worth) Star-Telegram. McClatchy operates
30 media companies in 14 states, providing each of its communities
with high-quality news and advertising services in a wide array of
digital and print formats. McClatchy is headquartered in
Sacramento, Calif., and listed on the New York Stock Exchange
American under the symbol MNI.
McClatchy reported a net loss of $34.19 million for the year ended
Dec. 25, 2016, compared to a net loss of $300.2 million for the
year ended Dec. 27, 2015. As of June 25, 2017, the Company had
$1.68 billion in total assets, $1.68 billion in total liabilities,
and a $8.74 million stockholders' deficit.
* * *
McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating. In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow.
McClatchy continues to hold Standard & Poor's "B-" corporate credit
rating (outlook stable). As reported by the TCR on April 2, 2014,
S&P affirmed all ratings on McClatchy including the 'B-' corporate
credit rating, and revised the rating outlook to stable from
positive. The outlook revision to stable reflected S&P's
expectation that the timeframe for a potential upgrade lies beyond
the next 12 months, and could also depend on the company realizing
value from its digital minority interests.
MD2U MANAGEMENT: Taps Compliance Concepts to Conduct Audit
----------------------------------------------------------
MD2U Management, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Kentucky to hire Compliance Concepts,
Inc. to audit its billing and reporting.
The company and its affiliates have been required to employ an
independent review organization to audit their billing and
reporting under the Corporate Integrity Agreement they entered into
with the federal government, according to court filings.
Compliance Concepts will receive a total payment of $15,000 for the
audit, which is required by the federal government in order to move
forward with the anticipated asset sale of the Debtors' business.
Patrick Marion, a principal with Compliance Concepts, disclosed in
a court filing that his firm has no connections with the Debtors or
any of their creditors.
The firm can be reached through:
Patrick Marion
Compliance Concepts, Inc.
103 Bradford Road, Suite 320
Wexford, PA 15090
About MD2U Management
Founded in 2010 and based in Louisville, Kentucky MD2U Management,
LLC -- http://www.md2u.com/-- provides home-based primary medical
care services for chronic and acute illnesses. The Company offers
adult primary care, medication management, post discharge visits,
wound care visits, mental and behavioral healthcare, mobility
assessments, home medical equipment assessments, end of life care,
and mental health services. It serves to home-bound or
home-limited patients in Kentucky, Indiana, Ohio and North
Carolina.
MD2U Management LLC and its affiliates MD2U Kentucky LLC, MD2U
Indiana LLC, and MD2U North Carolina LLC each filed separate
Chapter 11 petition (Bankr. W.D. Ky. Case Nos. 17-32761 to
17-32764) on Aug. 29, 2017. The cases are jointly administered.
The petitions were signed by Joel Coleman, president.
MD2U estimated $500,000 to $1 million in assets and $1 million to
$10 million in debt. MD2U Kentucky estimated between $1 million
and $10 million in assets, and $500,000 to $1 million in debt.
The Debtors are represented by Charity Bird Neukomm, Esq., at
Kaplan & Partners LLP.
MD2U MANAGEMENT: Taps Deming Malone as Accountant
-------------------------------------------------
MD2U Management, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Kentucky to hire Deming Malone Livesay
& Ostroff as its accountant.
The firm will assist the company and its affiliates in the
preparation of their 2016 tax returns; conduct a 401(k) audit; and
provide other accounting services necessary for the preparation of
their Chapter 11 plan.
Deming Malone will be paid a retainer of $5,000 for the preparation
of the 2016 tax returns and $15,000 for the 401(k) audit.
Jeffrey Calderon, a certified public accountant employed with
Deming Malone, 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:
Jeffrey M. Calderon
Deming Malone Livesay & Ostroff
9300 Shelvyville Road, Suite 1100
Louisville, KY 40222
About MD2U Management
Founded in 2010 and based in Louisville, Kentucky MD2U Management,
LLC -- http://www.md2u.com/-- provides home-based primary medical
care services for chronic and acute illnesses. The Company offers
adult primary care, medication management, post discharge visits,
wound care visits, mental and behavioral healthcare, mobility
assessments, home medical equipment assessments, end of life care,
and mental health services. It serves to home-bound or
home-limited patients in Kentucky, Indiana, Ohio and North
Carolina.
MD2U Management LLC and its affiliates MD2U Kentucky LLC, MD2U
Indiana LLC, and MD2U North Carolina LLC each filed separate
Chapter 11 petition (Bankr. W.D. Ky. Case Nos. 17-32761 to
17-32764) on Aug. 29, 2017. The cases are jointly administered.
The petitions were signed by Joel Coleman, president.
MD2U Management estimated $500,000 to $1 million in assets and $1
million to $10 million in debt. MD2U Kentucky estimated between $1
million and $10 million in assets, and $500,000 to $1 million in
debt.
The Debtors are represented by Charity Bird Neukomm, Esq., at
Kaplan & Partners LLP.
MESOBLAST LIMITED: Cephalon Inc. Owns 5% Shares as of Oct. 24
-------------------------------------------------------------
Cephalon, Inc. and Teva Pharmaceutical Industries Limited disclosed
in an amended Schedule 13G/A filed with the Securities and Exchange
Commission that as of Oct. 24, 2017, they beneficially own
23,395,656 shares of common stock of Mesoblast Limited,
constituting 5 percent based on 470,442,925 ordinary shares issued
and outstanding as of Sept. 19, 2017. The beneficial ownership is
significantly lower compared to the 55,785,806 Ordinary Shares
reported as beneficially owned by the reporting persons as of Dec.
31, 2015.
The address of principal business office of the reporting persons
are:
Cephalon, Inc.
1090 Horsham Road
North Wales, PA 19454
Teva Pharmaceutical Industries Limited
5 Basel Street
PO Box 3190
Petach Tikva 4951033
Israel
A full-text copy of the regulatory filing is available at:
https://is.gd/avHXJu
About Mesoblast
Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) is a
global developer of innovative cell-based medicines. The Company
has leveraged its proprietary technology platform, which is based
on specialized cells known as mesenchymal lineage adult stem cells,
to establish a broad portfolio of late-stage product candidates.
Mesoblast's allogeneic, 'off-the-shelf' cell product candidates
target advanced stages of diseases with high, unmet medical needs
including cardiovascular conditions, orthopedic disorders,
immunologic and inflammatory disorders and oncologic/hematologic
conditions.
Mesoblast Limited reported a net loss before income tax of US$90.21
million for the year ended June 30, 2017, compared to a net loss
before income tax of US$90.82 million for the year ended June 30,
2016. As of June 30, 2017, Mesoblast had US$655.7 million in total
assets, US$138.9 million in total liabilities and US$516.8 million
in total equity.
PricewaterhouseCoopers, in Melbourne, Australia, issued a "going
concern" opinion on the consolidated financial statements for the
year ended June 30, 2017, noting that Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.
MIDWAY GOLD: MDW Pan Unsecured Claimants to Recoup Up to 3%
-----------------------------------------------------------
Midway Gold US, Inc., and its debtor affiliates have revised their
second amended joint Chapter 11 plan of liquidation dated Oct. 18,
2017.
General Unsecured Claims are impaired under the Plan. Instead of
Class 8 includes the unsecured portion of Jacobs Field Services
North America, Inc.'s claim pursuant to the Jacobs Settlement but
excludes (i) all claims asserted by Ledcor CMI Inc., which have
been withdrawn and released with prejudice pursuant to the Ledcor
Settlement, and (ii) the unsecured portion of any Claims filed by
the Mechanic's Lien Claimants, which have been waived pursuant to
the Mechanic’s Lien Settlement. It also includes all other
deficiency claims of secured creditors of MDW Pan, if any.
The estimated range of recovery for allowed claims in Class 8
General Unsecured Claims Against MDW Pan LLP is between 2% and 3%
and depends on, among other things, whether there are recoveries
from the Retained Causes of Action of MDW Pan. On or as soon as
practicable after the Initial Distribution Date or any subsequent
distribution date, the Midway Liquidating Trust will, in full and
final satisfaction of Allowed General Unsecured Claim, (i) pay each
holder of an Allowed General Unsecured Claim against the Estate of
Debtor MDW Pan, other than the Senior Agent, the Subordinate Agent
and any other Debtor, its pro rata share of (a) the Non-MGUS GUC
Reserve (which reserve is to be shared equally with holders of
Allowed General Unsecured Claims against Debtors Midway Gold Corp.,
MDW Gold Rock LLP, and Midway Gold Realty LLC on a pro rata and
pari passu basis) and (b) the net proceeds generated from the
Retained Causes of Action of MDW Pan, if any; and (ii) pay the
Senior Agent on account of its Allowed General Unsecured Claim in
this Class the net proceeds generated from the Remaining Assets
allocable to MDW Pan, if any. The prepetition General Unsecured
Claims of other Debtors against MDW Pan will not receive any
distribution.
For the avoidance of doubt, pursuant to the Ledcor Settlement, all
Claims filed or otherwise asserted by Ledcor in the Chapter 11
Cases are deemed withdrawn and released with prejudice.
Accordingly, Ledcor is not, and will not be deemed, a creditor or
holder of a Claim for any purpose under the Plan, including for
voting and distribution purposes, and will not receive any
distribution on account of any claims.
A copy of the Plan is available at:
http://bankrupt.com/misc/cob15-1683-1324.pdf
As reported by the Troubled Company Reporter on Oct. 12, 2017, the
Court issued an order denying the confirmation of the Second
Amended Joint Chapter 11 Plan of Liquidation filed by Midway Gold
US, Inc., and its debtor affiliates. The Court's concern, in this
case, is with the breadth of the claims subject to Article IX.D's
release provisions and their connection to the Debtors and the
Chapter 11 Cases. Based on the Court's reading of Article IX.D,
the non-debtor third-party releases are not as "narrowly tailored"
as the Debtors argue -- the universe of potentially released claims
includes claims strictly among non-debtors which may have no
connection to the Debtors, the property of the Debtors' estates or
the administration of the Chapter 11 cases. Whether the Court may
consider approval of releases of or injunctions against such claims
hinges on whether the Court has jurisdiction over those peripheral
claims in the first place.
About Midway Gold
Midway Gold Corp., incorporated on May 14, 1996, under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.
Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc. The executive
offices are in Englewood, Colorado. Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada. Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington. Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project. Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.
On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases
have been assigned to Judge Michael E. Romero.
Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835, Midway Gold US Inc.
The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.
Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015. Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of
$122,448,181 as of the Chapter 11 filing.
The U.S. Trustee appointed seven creditors to serve on the official
committee of unsecured creditors in the Debtors' cases. The
creditors are American Assay Laboratories, EPC Services Company,
InFaith Community Foundation, Jacobs Engineering Group Inc., SRK
Consulting (US) Inc., Sunbelt Rentals, and Boart Longyear.
Gavin/Solmonese LLC serves as its financial advisor.
MISSION RECREATION: Case Summary & 10 Unsecured Creditors
---------------------------------------------------------
Debtor: Mission Recreation Inc.
1020 South Weaver Street
Olathe, KS 66061
Type of Business: Based in Olathe, Kansas, Mission Recreation Inc.
is a privately held company in the amusement and
recreation industry. The Company owns a mini
golf course located at 5399 Martway, Mission, KS
66205 valued at $306,000. The company is a
party to a pending lawsuit with National
Catostrophic Restoration, Inc. related to
foreclosure of lien and breach of contract. The
company is seeking damages of $850,000. Mission
Recreation's gross revenue amounted to $939,284
in 2016, $1.26 million in 2015, and $1.82
million in 2014.
Case No.: 17-22143
Chapter 11 Petition Date: November 3, 2017
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Debtor's Counsel: Jessica-Marie Hampton, Esq.
THE SADER LAW FIRM
2345 Grand Blvd STE 2150
Kansas City, MO 64108
Tel: 816-595-1806
E-mail: jhampton@saderlawfirm.com
- and -
Bradley D. McCormack, Esq.
THE SADER LAW FIRM
2345 Grand Boulevard, Suite 2150
Kansas City, MO 64108-2663
Tel: 816-561-1818
Fax: 816-561-0818
E-mail: bmccormack@saderlawfirm.com
Total Assets: $2.01 million
Total Liabilities: $642,990
The petition was signed by Beverly A. O'Donnell, president.
A full-text copy of the petition, along with a list of 10 unsecured
creditors, is available for free at
http://bankrupt.com/misc/ksb17-22145.pdf
MOSADI LLC: Hires Buddy D. Ford as Bankruptcy Counsel
-----------------------------------------------------
Mosadi, LLC, seeks authority from the U.S. Bankruptcy Court for the
Middle District of Florida to employ Buddy D. Ford, P.A., as
attorney to the Debtor.
Mosadi, LLC requires Buddy D. Ford to:
a. analyze the financial situation, and render advice and
assistance to the Debtor in determining whether to file
a petition under Chapter 11 of the Bankruptcy Code;
b. advise the Debtor with regard to the powers and duties
of the Debtor as Debtor-in-Possession in the continued
operation of the business and management of the property
of the estate;
c. prepare and file the petition, schedules of assets and
liabilities, statement of affairs, and other documents
required by the Court;
d. represent the Debtor a the Section 341 Crediors' meeting;
e. give the Debtor legal advice with respect to its powers
and duties as Debtor and as Debtor-in-Possession in the
continued operation of its business and management of its
property, if applicable;
f. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines
and Reporting Requirements and with the rules of the
court;
g. prepare, on behalf of the Debtor, necessary motions,
pleadings, applications, answers, orders, complaints,
and other legal papers and appear at hearings thereon;
h. protect the interest of the Debtor in all matters
pending before the court;
i. represent the Debtor in negotiation with its creditors
in the preparation of the Chapter 11 Plan; and
j. perform all other legal services for the Debtor as
may be necessary.
Buddy D. Ford will be paid at these hourly rates:
Buddy D. Ford $425
Senior Associate Attorneys $375
Junior Associate Attorneys $300
Senior Paralegal $150
Junior Paralegal $100
Buddy D. Ford will be paid a retainer in the amount of $7,000.
Prior to the commencement of the bankruptcy case, the Debtor paid
Buddy D. Ford an advance fee of $2,500, including the filing fee.
Buddy D. Ford will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Buddy D. Ford, partner of Buddy D. Ford, 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.
Buddy D. Ford can be reached at:
Buddy D.Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
E-mail: Buddy@tampaesq.com
About Mosadi, LLC
Mosadi, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 8:17-bk-) on November 1, 2017. The Debtor is
represented by Buddy D. Ford, Esq., at Buddy D. Ford, P.A.
MPM HOLDINGS: Applies to List Its Common Stock on NYSE
------------------------------------------------------
MPM Holdings Inc. has applied to list its common stock on the New
York Stock Exchange under the symbol "MPMH", the Company said in a
regulatory filing with the Securities and Exchange Commission.
On Oct. 31, 2017, the Company filed with the SEC an amendment no.2
to its Form S-1 registration statement in connection with the
initial public offering of shares of common stock of MPM Holdings
Inc. MPM Holdings and certain selling stockholders are offering
shares of the Company's common stock having a proposed maximum
aggregate offering price of $100 million. The Company's common
stock is currently quoted on the OTCQX Marketplace under the symbol
"MPMQ." The share prices on the OTCQX may not be indicative of the
market price of its common stock on a national securities exchange.
The Company has applied to list its common stock on the New York
Stock Exchange under the symbol "MPMH." A full-text copy of the
amended prospectus is available for free at:
https://is.gd/iwJekV
About MPM Holdings
MPM Holdings Inc. -- http://www.momentive.com/-- is a holding
company that conducts substantially all of its business through its
subsidiaries. Momentive's wholly owned subsidiary, MPM
Intermediate Holdings Inc., is a holding company for its wholly
owned subsidiary, Momentive Performance Materials Inc. ("MPM") and
its subsidiaries.
The Company filed a petition on April 13, 2014, with the U.S.
Bankruptcy Court for the Southern District of New York for
reorganization under the provisions of Chapter 11 of the Bankruptcy
Code. The Plan was substantially consummated on Oct. 24, 2014, and
the Company emerged from bankruptcy. In connection with its
emergence from bankruptcy, the Company adopted fresh start
accounting.
As a result of MPM's reorganization and emergence from Chapter 11
bankruptcy, Momentive became the indirect parent company of MPM in
accordance with MPM's plan of reorganization pursuant to MPM's
emergence from Chapter 11 bankruptcy on the Emergence Date. Prior
to its reorganization, MPM, through a series of intermediate
holding companies, was controlled by investment funds managed by
affiliates of Apollo Management Holdings, L.P.
Momentive, along with its subsidiaries, is a producer of silicones,
silicone derivatives and functional silanes. Momentive is a global
leader in the development and manufacture of products derived from
quartz and specialty ceramics.
MPM Holdings reported a net loss of $163 million for the year ended
Dec. 31, 2016, following a net loss of $83 million for the year
ended Dec. 31, 2015.
MPM HOLDINGS: Incurs $8 Million Net Loss in Third Quarter
---------------------------------------------------------
MPM Holdings Inc. (Momentive) filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $8 million on $594 million of net sales for the three
months ended Sept. 30, 2017, compared to a net loss of $17 million
on $567 million of net sales for the three months ended Sept. 30,
2016.
For the nine months ended Sept. 30, 2017, MPM Holdings reported a
net loss of $19 million on $1.73 billion of net sales compared to a
net loss of $45 million on $1.68 billion of net sales for the same
period during the prior year.
As of Sept. 30, 2017, MPM Holdings had $2.68 billion in total
assets, $2.16 billion in total liabilities and $517 million in
total equity.
"Momentive delivered solid topline growth in the third quarter
reflecting improved demand in our specialty silicones product
portfolio and Quartz Technologies segment," said Jack Boss, chief
executive officer and president. "Despite the impact of facility
turnarounds in the third quarter on year-over-year comparability,
we saw strong growth throughout our Formulated and Basic Silicones
and Quartz Technologies segments, which enabled the Company to post
a year-over-year increase in Segment EBITDA." Mr. Boss added: "Our
outlook remains strong. We recently raised prices across our
silicones portfolio, and we expect year-over-year Segment EBITDA
growth in the fourth quarter of 2017 as our order book remains
strong. Our strategic growth investments, including our NXT
expansion, remain on track to drive growth in 2018 and beyond."
As previously announced, Momentive's global restructuring programs
and siloxane production transformation are expected to generate
approximately $48 million in annual savings. Cumulatively through
Sept. 30, 2017, Momentive has achieved $42 million of savings under
this program. The Company continues to evaluate additional
structural cost savings opportunities.
At Sept. 30, 2017, Momentive had net debt, which is total debt less
cash and cash equivalents, of approximately $1.2 billion. In
addition, at Sept. 30, 2017, Momentive had $358 million in
liquidity, including $143 million of unrestricted cash and cash
equivalents, and $215 million of availability under its senior
secured asset-based revolving loan facility. Momentive expects to
have adequate liquidity to fund its operations for the foreseeable
future from cash on its balance sheet, cash flows provided by
operating activities and amounts available for borrowings under the
ABL facility.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/ttrxqw
About MPM Holdings
MPM Holdings Inc. -- http://www.momentive.com/-- is a holding
company that conducts substantially all of its business through its
subsidiaries. Momentive's wholly owned subsidiary, MPM
Intermediate Holdings Inc., is a holding company for its wholly
owned subsidiary, Momentive Performance Materials Inc. ("MPM") and
its subsidiaries.
The Company filed a petition on April 13, 2014, with the U.S.
Bankruptcy Court for the Southern District of New York for
reorganization under the provisions of Chapter 11 of the Bankruptcy
Code. The Plan was substantially consummated on Oct. 24, 2014, and
the Company emerged from bankruptcy. In connection with its
emergence from bankruptcy, the Company adopted fresh start
accounting.
As a result of MPM's reorganization and emergence from Chapter 11
bankruptcy, Momentive became the indirect parent company of MPM in
accordance with MPM's plan of reorganization pursuant to MPM's
emergence from Chapter 11 bankruptcy on the Emergence Date. Prior
to its reorganization, MPM, through a series of intermediate
holding companies, was controlled by investment funds managed by
affiliates of Apollo Management Holdings, L.P.
Momentive, along with its subsidiaries, is a producer of silicones,
silicone derivatives and functional silanes. Momentive is a global
leader in the development and manufacture of products derived from
quartz and specialty ceramics.
MPM Holdings reported a net loss of $163 million for the year ended
Dec. 31, 2016, following a net loss of $83 million for the year
ended Dec. 31, 2015.
NEXION HEALTH: Hires Kane Russell Coleman Logan as Counsel
----------------------------------------------------------
Nexion Health at Lancaster, Inc., Nexion Health at McKinney, Inc.,
Nexion Health at Bogata, Inc., and Nexion Health at Garland, Inc.,
seek approval from the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division, to employ Kane Russell
Coleman Logan PC as counsel for the Debtors.
The services to be rendered by Kane Russell professionals are:
a. prepare and file any petition, schedules, statement of
affairs, and plan which may be required;
b. represent the Debtors at the meeting of creditors and
confirmation hearing, and any adjourned hearings thereof;
c. represent the Debtors in adversary proceedings and other
contested bankruptcy matters;
d. advise and consult with the Debtors concerning (i) legal
questions arising in administering and reorganizing the Debtors'
estates and (ii) the Debtors' rights and remedies in connection
with their estates' assets and creditors' claims;
e. assist the Debtors in the formulation of a disclosure
statement and a plan of reorganization, and will assist the Debtors
in obtaining confirmation and consummation of a plan of
reorganization;
f. assist the Debtors in preserving and protecting the
Debtors' estates;
g. appear before the Court, any appellate courts and the
United States Trustee and protect the interests of the Debtors and
the assets of the estate before such courts and the United States
Trustee;
h. investigate and potentially prosecute preference,
fraudulent transfer and other causes of action arising under the
Debtors' avoidance powers;
i. prepare any pleadings, motions, answers, notices, orders
and reports that are required for the orderly administration of the
Debtors' estates; and
j. perform any and all other legal services for the Debtors
that the Debtors deem necessary and appropriate to faithfully
discharge its duties as a debtors-in-possession.
Proposed hourly rates to be charged by the firm are:
Joseph M. Coleman $575
John J. Kane $375
Vienna Flores $260
Paralegals $210
Joseph M. Coleman, director of Kane Russell, attests that neither
he nor the firm holds or represents any interest adverse to the
Debtors or the Debtors' estate with respect to the matters for
which the firm's employment is sought.
The Firm can be reached through:
Joseph M. Coleman, Esq.
John J. Kane, Esq.
KANE RUSSELL COLEMAN LOGAN PC
3700 Thanksgiving Tower
1601 Elm Street
Dallas, TX 75201
Tel: (214) 777-4200
Fax: (214) 777-4299
Email: jcoleman@krcl.com
jkane@krcl.com
About Nexion Health
Nexion Health operates skilled nursing & rehabilitation facilities
in Colorado, Louisiana, and Texas dedicated to providing quality
and compassionate nursing care. It also offers comprehensive
rehabilitation services.
Nexion Health at Lancaster, Inc. and its debtor-affiliates filed
separate Chapter 11 bankruptcy petitions: Nexion Health at
Lancaster, Inc. (Bankr. N.D. Tex. Case No. 17-34025); Nexion Health
at Garland, Inc. (Bankr. N.D. Tex. Case No. 17-34028); Nexion
Health at McKinney, Inc. (Bankr. N.D. Tex. Case No. 17-34031); and
Nexion Health at Bogata, Inc. (Bankr. N.D. Tex. Case No. 17-34034)
on October 30, 2017. The petition was signed by Francis P. Kirley,
president and chief executive officer.
The Hon. Harlin DeWayne Hale presides over the case. Joseph M.
Coleman, Esq. at Kane Russell Coleman Logan PC represents the
Debtor as counsel.
At the time of filing, the Debtors estimate $500,000 to $1 million
in assets and $1 million to $10 million in liabilities.
OCH-ZIFF CAPITAL: Fitch Affirms 'BB-' IDR, Outlook Negative
-----------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
(IDRs) of Och-Ziff Capital Management Group LLC and its related
entities (collectively, Oz) at 'BB-'. The Rating Outlook is
Negative.
KEY RATING DRIVERS
IDRs AND SENIOR DEBT
The rating affirmations reflect Oz's established franchise,
long-term performance track record, particularly in its core
multi-strategy hedge fund business; continued product
diversification into new products which contain longer-term assets
under management (AUM); adequate core profitability metrics
relative to ratings; and a seasoned management team.
Key rating constraints include the elevated level of market risk
due to the meaningful amount of net asset value (NAV)-based
management fees; key man risk associated with the firm's founder
and CEO, Daniel Och; and less diversified, albeit improving, AUM
relative to higher-rated alternative investment manager (IM)
peers.
The Negative Rating Outlook reflects Fitch's expectation of
significantly lower management fee earnings generation capacity and
the resultant impacts on cash flow leverage and interest coverage
ratios resulting from material outflows in the multi-strategy hedge
fund over the past 18 months. Leverage, as defined by debt to
Fee-related EBITDA (FEBITDA) is expected to be elevated from recent
levels at year-end 2017, based on management's updated public
guidance on base, bonus, and non-compensation expenses, while
interest coverage, as defined by FEBITDA to interest expense is
expected to remain below 3.0x, absent a material change in AUM
and/or fee rates. Fitch also notes that reduced investor appetite
for hedge funds as an asset class, combined with challenged
performance relative to benchmarks (although improvement has been
noted in 2017), has pressured fund flows and fees for the hedge
fund industry as a whole.
In September 2016, Oz announced that it had entered into a
settlement with the Department of Justice (DOJ) and Securities and
Exchange Commission (SEC) regarding violations of the Foreign
Corrupt Practices Act (FCPA). The settlement included a $412
million fine and deferred prosecution agreement for Oz and a guilty
plea by one of Oz's subsidiaries, Oz Africa Management GP LLC.
Fitch believes that capital withdrawals directly related to the
FCPA settlement have largely abated and that future flows will be
driven more by Oz's investment performance and broader industry
dynamics.
In addition to the slowing pace of AUM outflows, recent investment
performance has also improved. Total AUM declined year-to-date
(YTD) Jan. 1 through Oct. 1 by a relatively modest $1.7 billion
compared to an $11.1 billion decrease in AUM from Jan. 1, 2016
through Jan. 1, 2017. Investment performance has also rebounded
from a relatively weak 2016. Net returns for the Oz Master Fund,
which comprises nearly half of Oz's AUM, were 9.84% YTD through
Sept. 30, 2017 compared to returns of 3.82% for fiscal year 2016.
In its analysis of Oz, Fitch uses FEBITDA as a proxy for cash flow,
which consists of management fees, less compensation expenses
(including salary and bonuses equal to approximately 25% of
management fees), less operating expenses, plus depreciation and
amortization. The calculation excludes incentive income and
incentive-related compensation, which is approximated based on
historical expense patterns.
Oz's FEBITDA margin was 15.5% for the trailing 12 months (TTM)
ending June 30, 2017, which was at the mid-range of Fitch's 'bb'
category quantitative earnings benchmark range of 10% to 20%.
Taking into account Oz's expense guidance range, Fitch expects
margins to fall to between 7.2% and 16.2% for fiscal year 2017
(FY17), which is much lower than Oz's longer-term historical range
of 35% to 45%.
Leverage was 6.89x for the TTM period ending June 30, 2017, which
was well above Fitch's 'b' category quantitative leverage benchmark
range of greater than 5.0x. Taking into account Oz's 2017 expense
guidance range, leverage is expected to range from 7.9x to 17.7x in
FY17 driven by weaker earnings. Over time, improvement in leverage
will be dependent on earnings growth, which would be driven by AUM
expansion that translates into management fee growth along with
continued expense controls.
Interest coverage was 2.43x for the TTM period ending June 30,
2017, which was within Fitch's 'b' category quantitative interest
coverage benchmark range of less than 3.0x. Taking into account
Oz's 2017 expense guidance range interest coverage is expected to
range from 1.2x to 2.6x for FY17.
The senior unsecured debt is equalized with Oz's IDR reflecting the
fully unsecured funding profile and the expectation of average
recovery prospects for the instrument.
SUBSIDIARY AND AFFILIATED COMPANIES
Oz is a publicly traded holding company, and its primary assets are
ownership interests in the operating group entities (Oz Management
LP, Oz Advisors LP and Oz Advisors II LP), which earn management
and incentive fees and are indirectly held through two intermediate
holding companies. Oz conducts substantially all of its business
through the operating group entities.
Och-Ziff Finance Co. LLC serves as the debt-issuing entity for Oz's
unsecured debt issuance, and benefits from joint and several
guarantees from the management and incentive-fee generating
operating group entities. Fitch's analysis of the unsecured debt
relies on the joint and several guarantees provided by the
operating group entities.
The IDRs assigned to Oz Management LP, Oz Advisors LP, and Oz
Advisors II LP are equalized with the ratings assigned to Oz,
reflecting the joint and several guarantees among the entities.
RATING SENSITIVITIES
IDRs AND SENIOR DEBT
Ratings could be downgraded if outflows, fee pressure and/or the
inability to meaningfully reduce expenses translate into sustained
leverage above 5.0x, interest coverage below 3.0x or materially
reduced liquidity resources. Ratings may also be downgraded if
fundraising capability is materially impaired or Fitch believes the
franchise has experienced significant reputational damage. Oz's
ratings also continue to remain sensitive to a key man event with
respect to Daniel Och.
A revision of the Outlook to Stable would be conditioned upon
improved fundraising, enhanced AUM diversity, maintenance of
investment performance and fee generation along with a stabilizing
expense base, which translate into sustained leverage and interest
coverage levels below 5.0x and above 3.0x, respectively.
The senior unsecured debt rating is equalized with Oz's IDR and,
therefore, would be expected to move in tandem with any changes to
Oz's IDR. Were Oz to incur material secured debt, this could result
in the unsecured debt being rated below Oz's IDR.
Ratings are also sensitive to a change in the ownership of the
preferred securities or a material reduction in common stock
ownership by the preferred unitholders, either of which would
eliminate the current alignment of interests between the investor
classes. Under such a scenario, Fitch would treat the full notional
amount of the preferred securities as debt, reflecting the
cumulative nature of the instrument's dividends and change of
control provisions, with interest rate step-ups and mandatory
redemption terms. Such treatment, which would be consistent with
Fitch's 'Non-Financial Corporates Hybrids Treatment and Notching
Criteria' dated April 2017, would likely have a material adverse
impact on Oz's leverage and ratings.
SUBSIDIARY AND AFFILIATED COMPANIES
The ratings of Oz Management LP, OZ Advisors LP, OZ Advisors II LP,
and Och-Ziff Finance Co. LLC are linked to the IDR of Oz and are,
therefore, expected to move in tandem with the ratings of the
holding company.
Fitch has affirmed the following ratings:
Och-Ziff Capital Management Group LLC
OZ Management LP
OZ Advisors LP
OZ Advisors II LP
-- Long-term IDRs at 'BB-'.
Och-Ziff Finance Co. LLC
-- Long-term IDR at 'BB-';
-- Senior Unsecured at 'BB-'.
The Rating Outlook is Negative.
ODEBRECHT OLEO: Chapter 15 Case Summary
---------------------------------------
Lead Debtor: Odebrecht Oleo e Gas S.A.
Av. Cidade de Lima 86
offices 501 and 502
Santo Cristo, Rio de Janeiro, RJ
Brazil
Type of Business: Odebrecht Oil & Gas offers integrated solutions
for the oil and gas upstream industry in Brazil
and overseas in the investment and operations
phases of the offshore rig chartering and
operation, supply and installation of subsea
infrastructure, chartering and operation of
offshore production and maintenance units and
offshore services segments. A private, closed
capital Brazilian company, 100% of its capital
is owned by Odebrecht S.A. Its administrative
headquarters are in the city of Rio de Janeiro
(RJ) and it operates four Logistical Support
Bases: two of them are in Macae (RJ), one in
Itajai (SC) and another in Santos (SP), in
addition to an office in Austria. Its assets
consist of six drill rigs, of which four are
drill ships and two are semi-submersible
platforms, as well as two Floating, Production,
Storage and Offloading Vessels (FPSO); and two
Pipe Laying Support Vessels (PLSVs).
Web site: http://www.odebrechtoilgas.com
Foreign
Proceeding
in Which
Appointment
of the Foreign
Representative
Occurred: Proceeding: 0121854-60.2017.8.19.0001, Rio
de Janeiro State Court, Rio de Janeiro,
State of Rio de Janeiro, Brazil
Chapter 15
Petition Date: November 3, 2017
Affiliated debtors that simultaneously filed Chapter 15 bankruptcy
petitions:
Entity Case No.
------ --------
Odebrecht Oleo e Gas S.A. 17-13130
Odebrecht Oil & Gas GmbH 17-13131
Odebrecht Oil Services Ltd. 17-13132
Odebrecht Oil & Gas Finance Limited 17-13133
Odebrecht Drilling Norbe VIII/IX Ltd. 17-13134
Odebrecht Drilling Norbe Eight GmbH 17-13135
Odebrecht Drilling Norbe Nine GmbH 17-13136
Odebrecht Offshore Drilling Finance Ltd. 17-13137
ODN I GmbH 17-13138
Odebrecht Drilling Norbe Six GmbH 17-13139
ODN Tay IV GmbH 17-13140
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Hon. James L. Garrity Jr.
Authorized
Representative: Rogerio Luis Murat Ibrahim
Av. Cidade de Lima 86
offices 501 and 502
Santo Cristo, RJ Rio de Janeiro
Brazil
Authorized
Representatives'
Attorneys: Eli J. Vonnegut, Esq.
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, NY 10017
Tel: 212-450-4331
E-mail: eli.vonnegut@davispolk.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 petition is available at:
http://bankrupt.com/misc/nysb17-13130.pdf
ONCOBIOLOGICS INC: All Three Proposals Approved at Annual Meeting
-----------------------------------------------------------------
Oncobiologics, Inc., held its annual meeting of stockholders on
Oct. 26, 2017, at which the stockholders:
(a) elected Albert D. Dyrness, Kurt J. Hilzinger and Faisal G.
Sukhtian as class I directors to serve until the Company's 2020
Annual Meeting of Stockholders or until his respective successor
has been duly elected and qualified;
(b) ratified the selection by the Audit Committee of the Board
of KPMG, LLP as the Company's independent registered public
accounting firm for its fiscal year ending Sept. 30, 2017; and
(c) approved, as required by and in accordance with NASDAQ
Listing Rules 5635(b) and 5635(d), the issuance of securities that
represent greater than 20% of the Company's pretransaction
outstanding Common Stock, in a private placement, at a price less
than the greater of book or market value, which securities consist
of: (i) 217,372 additional shares of Series A Preferred to be
issued to GMS Tenshi pursuant to the Purchase Agreement, which
together with the 32,628 shares of Series A Preferred already
issued to GMS Tenshi pursuant to the Purchase Agreement, represents
60.2% of the Company' pre-transaction outstanding voting power, and
which are convertible into an aggregate of 37,795,948 shares of
Common Stock; (ii) the Warrants issuable to GMS Tenshi pursuant to
the Purchase Agreement; and (iii) 1,500,000 shares of the Company's
Series B Non-Voting Convertible Preferred Stock, par value, $0.01
per share, which shares of Series B Preferred are convertible into
an aggregate of 2,112,676 shares of the Common Stock and are
issuable pursuant to the Purchase and Exchange Agreement, dated
Sept. 7, 2017, by and among the Company, Sabby Healthcare Master
Fund, Ltd., and Sabby Volatility Warrant Master Fund, Ltd.; in each
case, along with any additional shares of Common Stock that may be
issuable pursuant to the terms of the Series A Preferred, Warrants
and Series B Preferred; as well as the "change in control" of the
Company that will occur in connection with the issuance of the
Series A Preferred and Warrants as contemplated by the Purchase
Agreement.
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. Its current focus is on technically challenging and
commercially attractive monoclonal antibodies (mAbs) in the disease
areas of immunology and oncology. Oncobiologics is advancing its
pipeline of biosimilar products, two of which are currently in
clinical development. Led by a team of biopharmaceutical experts,
Oncobiologics operates from an in-house state-of-the-art fully
integrated research and development, and manufacturing facility in
Cranbury, New Jersey. Oncobiologics employs its BioSymphony
Platform to address the challenges of biosimilar development and
commercialization by developing high quality mAb biosimilars in an
efficient and cost-effective manner on an accelerated timeline.
Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015.
As of June 30, 2017, Oncobiologics had $17.12 million in total
assets, $46.06 million in total liabilities and a total
stockholders' deficit of $28.94 million.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2016, of
$147.4 million and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.
ONCOBIOLOGICS INC: Closes Partnership Deal With GMS Tenshi
----------------------------------------------------------
Oncobiologics, Inc., has closed the sale of the remaining
securities to GMS Tenshi Holdings Pte. Limited in the previously
announced $25.0 million private placement, which builds a strategic
partnership to accelerate the commercialization of Oncobiologics'
biosimilar candidates. Oncobiologics stockholders approved the
transaction, along with all of the other proposals voted upon, at
its Annual Meeting of Stockholders held on Oct. 26, 2017.
On Sept. 7, 2017, Oncobiologics and GMS Tenshi entered into a
purchase agreement providing for the private placement of $25.0
million of Oncobiologics' Series A Convertible Preferred Stock, as
well as warrants to acquire up to an additional 16,750,000 shares
of its common stock having an aggregate exercise price of
approximately $15.0 million. Oncobiologics closed the initial sale
of 32,628 shares of Series A to GMS Tenshi for approximately $3.3
million of cash on Sept. 11, 2017, and entered into an Investor
Rights Agreement in connection therewith. Also on Sept. 7, 2017,
Oncobiologics and GMS Tenshi entered into a Joint Development and
License Agreement (which superseded and replaced an earlier
agreement) providing for the license to GMS Tenshi of rights to
Oncobiologics' two lead biosimilar assets, ONS-1045 (biosimilar to
Avastin) and ONS-3010 (biosimilar to Humira) in emerging markets,
excluding China, India and Mexico, for an aggregate of $5.0 million
in upfront and milestone payments, as well as potential additional
milestones of up to $5.0 million and a net profit share. On Oct.
31, 2017, Oncobiologics closed the sale of the additional 217,372
remaining shares of Series A and the Warrants for approximately
$21.7 million of cash.
Effective upon the closing of the sale of remaining Series A and
Warrants to GMS Tenshi, Oncobiologics' Board appointed Claudio
Albrecht and Yezan Haddadin to its Board of Directors, which
individuals filled vacancies on the Board created by the
resignations of Todd M. Brady, M.D., Ph.D. and Albert D. Dyrness,
which were effective as of the closing of the sale of the remaining
Series A and Warrants to GMS Tenshi. Each of Mr. Albrecht and Mr.
Haddadin was designated by GMS Tenshi under the Investor Rights
Agreement dated September 11, 2017.
Oncobiologics' Chairman and Chief Executive Officer, Pankaj Mohan,
Ph.D., commented, "this partnership with GMS Tenshi provides us
with real world operational experience and financial expertise to
complete the development and commercialization of our biosimilar
drug product candidates with a global perspective. This investment
will also significantly enhance our commercialization abilities in
emerging markets, along with our partnering and licensing
capabilities. Our new collaborator shares in our vision to
accelerate the commercialization of the BioSymphony Platform and
our pipeline, in the hopes of bringing affordable biologic drugs to
patients around the world."
On Oct. 31, 2017, pursuant to that certain previously announced
Purchase and Exchange Agreement dated Sept. 7, 2017 by and among
Oncobiologics, Inc. and two of its existing investors,
Oncobiologics also exchanged $1.5 million aggregate principal
amount of its outstanding senior secured notes held by such
investors for 1,500,000 of Oncobiologics' non-voting, Series B
Convertible Preferred Stock concurrent with the issuance of the
remaining 217,372 shares of Series A and Warrants to GMS Tenshi.
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. Its current focus is on technically challenging and
commercially attractive monoclonal antibodies (mAbs) in the disease
areas of immunology and oncology. Oncobiologics is advancing its
pipeline of biosimilar products, two of which are currently in
clinical development. Led by a team of biopharmaceutical experts,
Oncobiologics operates from an in-house state-of-the-art fully
integrated research and development, and manufacturing facility in
Cranbury, New Jersey. Oncobiologics employs its BioSymphony
Platform to address the challenges of biosimilar development and
commercialization by developing high quality mAb biosimilars in an
efficient and cost-effective manner on an accelerated timeline.
Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015. As of
June 30, 2017, Oncobiologics had $17.12 million in total assets,
$46.06 million in total liabilities and a total stockholders'
deficit of $28.94 million.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2016, of
$147.4 million and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.
ONCOBIOLOGICS INC: Two Directors Resign from Board
--------------------------------------------------
Each of Albert D. Dyrness, a Class I director, and Todd C. Brady,
M.D., Ph.D., a Class II director, tendered their resignations from
the Board of Directors of Oncobiologics, Inc., along with any
committees on which then serving, in each case, effective as of the
closing of the sale of the remaining 217,372 shares of the
Company's Series A Convertible Preferred Stock, $0.01 par value per
share, along with warrants to acquire 16,750,000 shares of the
Company's common stock, $0.01 par value per share to GMS Tenshi
Holdings Pte. Limited pursuant to that certain Purchase Agreement
dated Sept. 7, 2017, by and between the Company and GMS Tenshi,
which occurred on Oct. 31, 2017.
Accordingly, on Oct. 30, 2017, the Board appointed Claudio Albrecht
and Yezan Haddadin, each of whom was designated by GMS Tenshi
pursuant to the Investor Rights Agreement by and between the
Company and GMS Tenshi dated Sept. 11, 2017, to fill the newly
created vacancies to be created by such resignations, effective as
of the Closing. Mr. Albrecht was designated as a Class I Director
to serve the remainder of Mr. Dyrness' term and appointed to the
Company's Nominating and Corporate Governance Committee. Mr.
Haddadin was designated as a Class II director, to serve the
remainder of Dr. Brady's term, and was appointed to the Company's
Audit Committee. The Company entered into its standard form of
indemnification agreement with each of Mr. Albrecht and Mr.
Haddadin, effective as of Oct. 31, 2017. In connection with their
appointment to the Board, the Compensation Committee granted each
of Mr. Albrecht and Mr. Haddadin (along with Mr. Sukhtian and Mr.
Thomas, each of whom was appointed to the Board effective Sept. 11,
2017 in connection with the initial sale of Series A Preferred to
GMS Tenshi), options to acquire 25,000 shares of Common Stock,
which options were granted under the Company's 2015 Equity
Incentive Plan, will vest in full on the one-year anniversary of
the grant date, have a term of 10 years, and have an exercise price
equal to $1.26 (the closing bid price for a share of Common Stock
on Oct. 31, 2017). Those options were granted pursuant to the
Company's non-employee director compensation program, in which Mr.
Albrecht and Mr. Haddadin will participate on the same terms as all
other non-employee directors.
In addition to the Purchase Agreement and Investor Rights
Agreement, as previously disclosed, on Sept. 7, 2017, the Company
also entered into a joint development and license agreement with
GMS Tenshi providing for the development and commercialization of
its ONS-3010 and ONS-1045 biosimilar product candidates in emerging
markets but specifically excluding major developed markets, such as
the United States, Canada, Europe, Japan, Australia and New
Zealand, and smaller markets where it has existing licensing
arrangements, such as Mexico, greater China and India. Mr.
Albrecht serves on the board of directors of GMS Holdings, and Mr.
Haddadin is an executive officer of GMS Holdings. GMS Holdings is
a 50% beneficial owner of GMS Tenshi.
About Oncobiologics
Oncobiologics, Inc., is a clinical-stage biopharmaceutical company
focused on identifying, developing, manufacturing and
commercializing complex biosimilar therapeutics. Its current focus
is on technically challenging and commercially attractive
monoclonal antibodies (mAbs) in the disease areas of immunology and
oncology. Oncobiologics is advancing its pipeline of biosimilar
products, two of which are currently in clinical development. Led
by a team of biopharmaceutical experts, Oncobiologics operates from
an in-house state-of-the-art fully integrated research and
development, and manufacturing facility in Cranbury, New Jersey.
Oncobiologics employs its BioSymphony Platform to address the
challenges of biosimilar development and commercialization by
developing high quality mAb biosimilars in an efficient and
cost-effective manner on an accelerated timeline.
Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015. As of
June 30, 2017, Oncobiologics had $17.12 million in total assets,
$46.06 million in total liabilities and a total stockholders'
deficit of $28.94 million.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2016, of
$147.4 million and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.
PENN AIR NOTCH: Morris Buying Caterpillar D5N Bulldozer for $45K
----------------------------------------------------------------
Penn Air Notch Services, Inc., asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania to authorize the sale of a
Caterpillar D5N Bulldozer to David E. Morris for $45,000.
A hearing on the Motion is set for Dec. 7, 2017 at 11:30 a.m.
The Debtor and the Buyer have entered into an agreement for the
sale of the Caterpillar D5N Bulldozer. The sale of the vehicle is
an "as is" and free and clear of all liens and encumbrances. In
order to convey good title, it will be necessary that all these
interests, claims and encumbrances be divested as liens against the
personal property and shifted to the funds to be realized from the
sale.
A copy of the Letter of Intent attached to the Motion is available
for free at:
http://bankrupt.com/misc/PENN_AIR_45_Sales.pdf
Northwest Bank holds a secured interest in the Debtors' Caterpillar
D5N Bulldozer. The Respondent has filed a Proof of Claim in the
amount of $124,929 for various Business Personal Property owned by
the Debtor, including the vehicle; however, the amount owed for the
vehicle is not specified in the claim. Mark G. Claypool, the
Attorney for the Respondent has consented to the Motion.
The Debtor avers that the sale is in the best interest of all
parties since it will help the Debtor to consummate his Chapter 11
Plan of Reorganization, and the subject personal property is no
longer necessary for an effective reorganization.
All proceeds of the sale of the vehicle will be paid to Northwest
Bank to reduce the amount of the lien. The Debtor will have
complied with all rules regarding notice and advertising prior to a
hearing on the sale.
The Purchaser:
David E. Morris
59 East Morris Lane
Bradford, PA 16701
Telephone: (814) 598-3493
E-mail: dave@dallas-morris.com
About Penn Air Notch Services
Penn Air Notch Services, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10770) on July
24, 2017, estimating under $1 million in both assets and
liabilities. The Debtor is represented by Lawrence W. Willis,
Esq., at Willis & Associates.
PENNSYLVANIA EDFA: S&P Alters 2013A Parking Bonds Outlook to Stable
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on the Pennsylvania Economic
Development Financing Authority's (PEDFA) series 2013A senior
parking revenue bonds to stable from negative. At the same time,
S&P Global Ratings affirmed its 'BB+' rating on the bonds.
"The outlook revision reflects the system's ability to meet its
rate covenant and sufficiently service its total fixed obligations,
based on 2016 actual results," said S&P Global Ratings credit
analyst Kevin Archer. "The revision also reflects our expectation
that the system will achieve similar results through the 2017-2021
forecast period, based on projections we consider achievable," Mr.
Archer added.
S&P said, "The rating on the 2013A bonds reflects our view of a
highly leveraged parking system that is diverse but small, with a
reliance on frequent rate increases to address escalating debt
service requirements in a service area with below-average wealth
levels.
The PEDFA will operate and manage the system in Harrisburg to Dec.
31, 2053. It will have the right to raise parking rates up to the
greater of 3% or CPI-urban index; initial permitted rates for
off-street parking, on-street parking, and enforcement; any rates
needed to satisfy the rate covenant limit; and other increases
subject to city or HPA approval. The system consists of 7,694
off-street and 1,348 on-street spaces.
S&P said, "The stable outlook reflects our expectation that
management will continue to adjust parking rates and charges to
operate the system, including coverage of debt service and other
fixed payment obligations, as needed.
"We could raise the rating in the next two years if we believe the
system's operations have stabilized and believe the system can
consistently meet or exceed its projections.
"If the system fails to meet its rate covenant and its fixed
payment obligations sufficiently during the next two years, we
could lower the rating or revise the outlook to negative."
PETER RES: Sale of Old Tappan Property to Abuhadba for $925K Okayed
-------------------------------------------------------------------
Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey authorized Peter S. and Barbara A. Res to
sell their residential property located at 91 Ogle Road, Old
Tappan, New Jersey, to Naim Abuhadba, or an entity to be formed to
hold his interest, for $925,000.
A hearing on the Motion was held on Sept. 13, 2017.
The sale is free and clear of all liens, claims, interests and
encumbrances.
The customary closing adjustments payable by the Debtor for
municipal charges or assessments will be satisfied from the
proceeds of the sale at closing. Thereafter, Selene Finance LP (or
its assignee) will be satisfied from the proceeds of the sale at
closing. Thereafter title to the Property will be passed to the
Purchaser.
The Sale approved by the Order is not subject to avoidance or the
imposition of costs and damages pursuant to Bankruptcy Code section
363(n).
A copy of the Contract for the Sale of Real Estate attached to the
Order is available for free at:
http://bankrupt.com/misc/Peter_Res_193_Order.pdf
The Purchaser:
Naim Abuhadba
174 Maplewood Ave.
Clifton, NJ 07013
Peter S. Res & Barbara A. Res sought Chapter 11 protection (Bankr.
D.N.J. Case No. 14-12776). David L. Stevens, Esq., at Scura,
Wigfield, Heyer, Stevens & Cammarota, LLP, serves as counsel to the
Debtors. Sotheby's Realty is the Debtors' broker. AJ Wilner
Auctions is the auctioneer.
PHOENICIAN MEDICAL: Hires Homesmart as Real Estate Broker
---------------------------------------------------------
Phoenician Medical Center, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Arizona to employ Homesmart,
as real estate broker to the Debtor.
Phoenician Medical requires Homesmart to market and sell the
residential property owned by the Debtor located at 4453 S. Oregon
Court, Chandler, Arizona.
Homesmart will be paid a commission of 6% of the selling price.
Bhavana Patel, member of Homesmart, 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.
Homesmart can be reached at:
Bhavana Patel
HOMESMART
2680 S. Val Vista Drive, Bldg 1, Suite 101
Gilbert, AZ 85295
Tel: (480) 2032
E-mail: bpatel@hsmove.com
About Phoenician Medical Center, Inc.
Phoenician Medical Center, Inc. is a privately held company in
Chandler, Arizona. It owns East Valley Family Medical (EVFM) --
http://evfm.care-- a physician-based multi-specialty group
specializing in internal medicine, family medicine, physical
medicine and rehabilitation and general practice. It serves the
Arizona East Valley communities of Mesa, Ahwatukee, Chandler,
Tempe, Gilbert, and Apache Junction. EVFM has grown from one
single provider in 1999 to over 30 providers with more than 140,000
active primary care patients today.
Phoenician Medical filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 17-09946) on Aug. 24, 2017. The petition was signed by
Paramvir S. Tuli, its president.
Phoenician Medical previously sought bankruptcy protection (Bankr.
D. Ariz. Case No. 12-08771) on April 12, 2012.
The Hon. Madeleine C. Wanslee presides over the 2017 case. The
Debtor is represented by Donald W. Powell of the law firm
Carmichael & Powell, P.C., as bankruptcy counsel.
At the time of 2017 filing, the Debtor estimates $1 million to $10
million both in assets and liabilities.
PIN OAK: Plan Exclusivity Periods Extended for Four Months
----------------------------------------------------------
The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia, upon consideration of Pin Oak
Properties, LLC's request, has extended the Debtor's exclusive
period to file a chapter 11 plan for an additional 120 days from
the entry of the Order on November 11, 2017.
The Troubled Company Reporter has previously reported that the
Debtor sought exclusivity extension because the Debtor does not
anticipate filing a proposed Plan by the established exclusivity
period of October 5, 2017, pursuant to the Bankruptcy Code.
The Debtor explained that its proposed treatment of the Chapter 11
case has always been developing a financial package to satisfy the
outstanding debt owed to both secured and unsecured Creditors with
a new investment group. Since before this case was filed, the
Debtor has been working with a broker, Joe Veltri, to develop the
financial package. However, the financial package development has
stalled due to the Debtor needing $75,000 to pay Mr. Veltri a due
diligence fee to complete his work.
During a September 18 telephone call between Mr. Veltri and David
M. Jecklin, the Debtor's counsel, Mr. Veltri assured Mr. Jecklin
that once the due diligence fee was paid he believed a financial
package could be developed quickly based on his conversations with
potential financial partners.
To that end, Steve Fansler, the Debtor's managing member, has been
in Atlanta, Georgia, to secure funds needed for the due diligence
payment. Mr. Fansler has reported to the Debtor's counsel evidence
of his ability to make the due diligence payment to Mr. Veltri;
payment was anticipated to be made as early as October 6.
Accordingly, the Debtor believed that once the due diligence
payment is made based on its counsel's conversations with Mr.
Veltri and Mr. Fansler's representations, the Chapter 11 case can
proceed towards filing a proposed Plan. As such, the Debtor claimed
that good cause exists for the Bankruptcy Court to increase the
120-day period to provide the Debtor the opportunity to file a
viable Plan capable of acceptance and consummation.
About Pin Oak Properties
Pin Oak Properties, LLC, operates the Middletown Mall located at
9429 W Mill Street, White Hall, Marion County, West Virginia.
Pin Oak Properties filed a Chapter 11 petition (Bankr. N.D. W.Va.
Case No. 17-00608) on June 7, 2017. Dietrich Steve Fansler, its
managing member and 100% owner, signed the petition.
The Hon. Patrick M. Flatley is the case judge.
The Debtor has hired Gianola, Barnum, Bechtel & Jecklin, LC, in
Morgantown, West Virginia, as counsel; and Steven G. Williams,
CPA/ABV, as accountant.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case of Pin Oak Properties, LLC, as of July 27,
according to a court docket.
PREMIERE GLOBAL: S&P Alters Outlook to Negative & Affirms 'B' CCR
-----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Atlanta-based
Premiere Global Services Inc. to negative from stable. At the same
time, S&P affirmed its ratings on the company, including the 'B'
corporate credit rating.
S&P said, "The negative outlook reflects the company's
underperformance relative to our previous forecast due to
greater-than-expected audio conferencing revenue declines, which
has resulted in adjusted debt to EBITDA of about 6.3x for the 12
months ended June 30, 2017. Our base-case forecast assumed that
leverage would be in the mid-5x area in 2017. We expect that any
improvement in leverage through 2018 will primarily be driven by
modest debt amortization and cost savings initiatives, which is
partly offset by top-line pressure driven by continued weakness in
audio conferencing.
"The negative outlook reflects limited cushion for operational
disruptions over the next year, as we expect leverage to be in the
low- to mid-6x area by the end of 2017, which is close to our
downgrade threshold. In 2018, we expect that leverage will in the
low-6x area as a result of modest debt amortization, which is
partially offset by relatively flat while EBITDA.
"We could lower the rating on PGi if revenue from the audio
conferencing segment declines more than we expect, or if disruption
from restructuring activities causes market share loss and
deterioration in operating performance such that leverage rises
above 6.5x.
"We could revise the outlook to stable if the company successfully
executes its cost-synergy plans while reducing customer churn such
that leverage is comfortably below 6.5x by the end of 2018 with
further improvement likely thereafter."
PRETTY GIRL: May Use Cash Collateral Through Dec. 31
----------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York has entered a final order authorizing Pretty
Girl of Fordham Road Corp. to use cash collateral of JPMorgan Chase
Bank, N.A., and the City of New York through Dec. 31, 2017, or
until at a later time as to which Chase and the City may consent in
writing or the Court may permit, subject to the terms and
conditions set forth in the final court order.
As reported by the Troubled Company Reporter on June 22, 2017, the
Debtor filed a motion seeking court permission to use cash
collateral of Chase and the City.
According to the Interim Order, the Debtor may use cash collateral
to pay the expenses incurred by the Debtor in the ordinary course
of its business and in connection with the Chapter 11 case, as
provided in the three-month budget for the period ending Dec. 31,
2017.
As adequate protection for the Debtor's use of cash collateral:
i. Chase is granted a valid, perfected, and enforceable
first-priority post-petition lien on and security interest
in all of the assets of the Debtor, as debtor-in-
possession, of the same type and nature as constituted the
prepetition collateral (but excluding avoidance actions
arising under Chapter 5 of the Bankruptcy Code). The
senior replacement lien will be subject to all other
validly and properly perfected prepetition liens and
security interests in favor of third parties that were
senior to and had priority over Chase's security interest
and lien as of the Petition Date, and it will be senior
to the junior replacement lien. The senior replacement
lien will be subordinate to (a) the fees payable to the
Office of the U.S. Trustee pursuant to 28 U.S.C. Section
1930(a), plus applicable interest on any fees, and (b) the
administrative expenses, not to exceed $10,000, of a
trustee in a superseding case under Chapter 7 of the
Bankruptcy Code; and
ii. the City is granted a valid, perfected, and enforceable
junior post-petition lien on and security interest in the
post-petition collateral. The junior replacement lien
will be subordinate to the senior replacement lien.
The replacement liens granted by the final court order are deemed
perfected without the necessity of filing any documents or
otherwise complying with non-bankruptcy law in order to perfect
security interests and record liens, with perfection being binding
upon all parties including, but not limited to, any subsequently
appointed trustee either under Chapter 11 or any other chapter of
the Bankruptcy Code.
During the term of the final court order, in addition to the
replacement liens and super-priority claim, the Debtor will make a
monthly adequate protection payment to Chase in the amount of
$1,500 per month. The first payment will be made upon the date of
the entry of the final court order, with successive payments being
made so as to be received by Chase on or before the first business
day of each successive month during the term of the final court
order.
To the extent the replacement liens and other relief granted to
Chase and the City in the final court order do not provide Chase
and/or the City with adequate protection of their interests in the
cash collateral, Chase and/or the City will each have a
super-priority administrative expense claim under Section 507(b) of
the Bankruptcy Code; provided, however that the super-priority
claim of Chase will be senior in priority to the super-priority
claim of the City. The super-priority claims will have priority
over all administrative expenses incurred in the Debtor's case that
are allowable under Section 507(a)(2) of the Bankruptcy Code,
except as otherwise provided herein.
Notwithstanding any provisions herein to the contrary, the Debtor's
authority to continue to use cash collateral will be immediately
and automatically revoked in the event of the earliest to occur of
any of the following, each of which will be deemed a termination
event:
i. entry of any court order dismissing the within proceeding
or converting the within proceeding to one under Chapter 7
of the Bankruptcy Code;
ii. entry of an order authorizing the appointment of a Chapter
11 trustee, or an examiner with expanded powers;
iii. entry of a court order (other than this final order on the
motion) modifying or vacating the automatic stay in favor
of Chase and/or the City;
iv. the Debtor's failure to comply with the budget, allowing
for the per line item variance of 5% provided for in this
Final Order; and/or
v. any violation of this Final Order and the continued
failure by the Debtor to cure after five business days'
notice.
A copy of the Order is available at:
http://bankrupt.com/misc/nysb17-11600-64.pdf
About Pretty Girl
Headquartered in New York, New York, Pretty Girl of Fordham Road
Corp., 72 Fashion Corp., and 1168 Liberty Corp., d/b/a Pretty Girl,
operate retail stores under the name "Pretty Girl" that sells
fashionable junior, missy, and plus-size clothing, accessories, and
footwear to price-conscious women.
Affiliated debtors Pretty Girl (Bankr. S.D.N.Y. Case No. 17-11600),
72 Fashion (Bankr. S.D.N.Y. Case No. 17-11601), and 1168 Liberty
(Bankr. S.D.N.Y. Case No. 17-11602) filed Chapter 11 bankruptcy
petitions on June 9, 2017. The petitions were signed by Albert
Nigri, president.
Pretty Girl estimated assets of at least $500,000 and liabilities
of up to $1 million. 72 Fashion disclosed assets at $143,932 and
its liabilities at $384,961. 1168 Liberty disclosed assets at
$62,465 and its liabilities at $271,117.
Judge Sean H. Lane oversees the cases.
Alice Pin-Lan Ko, Esq., at Rosen & Associates, P.C., serves as the
Debtors' bankruptcy counsel.
Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, is counsel
for JPMorgan Chase Bank, N.A..
Leopold, Gross & Sommers, P.C., is counsel for the City of New
York.
The Debtors are affiliates of Pretty Girl, Inc., which sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-11979) on July
2, 2014. The case was converted to one under Chapter 7 of the
Bankruptcy Code on Dec. 23, 2014. The Chapter 7 trustee of Pretty
Girl's bankruptcy estate has commenced an adversary proceeding,
LaMonica v. 72 Fashion Corp., Adv. Pro. No. 16-01150 (SHL), in
which the trustee alleges breach of contract and seeks payment for
goods that were allegedly sold and delivered but unpaid for, which
proceeding is currently pending before the Bankruptcy Court. Mr.
Albert Nigri is the sole shareholder of the Debtors.
The Company's assets consist of its inventory, which secures its
guaranty obligation to repay indebtedness in the amount of
approximately $300,000 of Pretty Girl to JPMorgan Chase, N.A. The
Indebtedness also is guaranteed by each of the Stores, Fordham, and
1168 Liberty. PGNY, Inc., a non-debtor affiliate wholly owned by
Mr. Nigri, also is a guarantor.
On March 10, 2017, the Marshal of the City of New York served the
Debtors with a Notice of Execution informing them that an execution
against their personal property had been issued as a result of a
judgment entered in favor of the City of New York and against the
Debtors in respect of certain Environmental Control Board
violations in the case City of New York. As of the commencement of
the Debtors' Chapter 11 cases, the Execution had not yet been
carried out and the Debtors' property, therefore, has not been
levied upon. The Debtors commenced their Chapter 11 cases in order
to continue to operate their business at their premises and to
maintain, protect, and preserve their property.
PRODUCTION PATTERN: Taps Holland & Hart as Special Counsel
----------------------------------------------------------
Production Pattern and Foundry Co., Inc. seeks approval from the
U.S. Bankruptcy Court for the District of Nevada to hire Holland &
Hart LLP as its special counsel.
The firm will provide general regulatory advice and will represent
the Debtor in legal matters related to certain claims alleged by
the Occupational Health and Safety Administration.
The firm's hourly rates range from $300 to $800 for partners, $195
to $670 for other attorneys, and $60 to $645 for other service
providers. The attorneys who will be providing the services are:
Kelly McIntosh $320
Frank LaForge $320
Trey Overdyke $350
Holland & Hart does not represent any interest adverse to the
Debtor's estate, according to court filings.
The firm can be reached through:
Kelly S. McIntosh, Esq.
Holland & Hart LLP
5441 Kietzke Lane, Second Floor
Reno, NV 89511
Phone: (775) 327-3004
Fax: (775) 313-9717
Email: ksmcintosh@hollandhart.com
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.
PUERTO RICO: Candlewood, Fir Tree Hold $716-Mil. of GO Bonds
------------------------------------------------------------
An ad hoc group of certain holders (the "PBA Funds") of Government
Facilities Revenue Bonds and Government Facilities Revenue
Refunding Bonds issued by the Puerto Rico Public Buildings
Authority ("PBA") and guaranteed by the Commonwealth of Puerto Rico
(collectively, the "PBA Bonds") on Nov. 3, 2017, submitted in the
Title III cases of Commonwealth of Puerto Rico, et al., a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure.
On July 1, 2017, the PBA Funds retained Morrison & Foerster LLP.
In October 2017 the PBA Funds retained G. Carlo-Altieri Law
Offices, LLC as Puerto Rico counsel.
The members of the PBA Funds hold disclosable economic interests or
act as investment managers or advisors to funds and/or accounts
that hold disclosable economic interests in relation to the
Debtors:
1. Candlewood Investment Group, LP
777 Third Avenue, Suite 19B
New York, NY 10017
* General Obligation Bonds $126,696,000
2. Fir Tree Partners
55 West 46th Street
29th Floor
New York, NY 10036
* General Obligation Bonds $588,564,000
Counsel for the PBA Funds:
G. CARLO-ALTIERI LAW OFFICES, LLC
254 San Jose St., Third Floor
San Juan, Puerto Rico 00901
Tel: (787) 247-6680
Fax: (787) 919-0527
- and -
Gerardo A. Carlo, Esq.
E-mail: gacarlo@carlo-altierilaw.com
Kendra Loomis, Esq.
E-mail: loomislegal@gmail.com
Mobile: (787) 370-0255
Fernando O. Zambrana Aviles
E-mail: fernando@cszlawpr.com
Tel. 787-919-0026
- and -
James M. Peck, Esq.
Gary S. Lee, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, New York 10019
Telephone: (212) 468-8000
Facsimile: (212) 468-7900
E-mail: JPeck@mofo.com
GLee@mofo.com
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.
PUERTO RICO: Kobre & Kim Files First Interim Report
---------------------------------------------------
Kobre & Kim LLP, the independent investigator retained by the
Financial Oversight and Management Board for Puerto Rico, provided
Oct. 31, 2017, its first interim report on the first 60 days of its
engagement. The Independent Investigator has not yet released
initial results of its investigation. It only provided an update
of its investigation, as it didn't want to "compromise the
confidentiality of the investigative measures taken to date." The
Independent Investigator believes that a realistic timeframe for
the preparation of a final investigation report is 200 days from
the Independent Investigator's retention, subject to adjustment.
Mindful of ongoing difficulties that Hurricanes Irma and Maria have
visited upon the living and work conditions on the island, the
Independent Investigator has accommodated witnesses' requests for
extensions of response deadlines. The firm has begun its data
collection, requesting relevant documents form AAFAF, and other
entities. The Independent Investigator has issued 84 document
preservation notices to individuals and entities involved in the
issuance of debt securities in Puerto Rico over the last 20 years,
including to issuers, underwriters advisors, and ratings agnecies
and other stakeholders -- and received responses from 79 witnesses.
The Independent Investigator has issued subpoenas to Popular Inc.
and Banco Popular de Puerto Rico.
To recall, the Oversight Board's general counsel has authorized the
Independent Investigator to conduct an informal investigation
regarding (i) a review of the factors contributing to Puerto Rico's
fiscal crisis, including changes in the economy, expansion of
spending commitments ad entitlement programs, changes in the
federal funding it receives and its reliance on debt to finance a
structural budget deficit; (ii) a review of Puerto Rico's debt, the
general use of proceeds, the relationship between the debt and
Puerto Rico's structuring budget deficit, the range of its debt
instruments, and how Puerto Rico's debt practices compare to
practices of states and large municipal jurisdictions, and (iii) a
review of Puerto Rico's debt issuance, disclosure and selling
practices.
The firm can be reached at:
John D. Couriel, Esq.
KOBRE & KIM LLP
201 South Biscayne Boulevard
Suite 1900
Miami, FL 33131
www.kobrekim.com
Tel: +13059676115
A copy of the First Interim Report is available at:
http://bankrupt.com/misc/PR_Kobre_1st_Report.pdf
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: Court Moved Plan Proposal Period to January 25
----------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois, at the behest of Quadrant 4 System
Corporation, has extended the period within which the Debtor has
the exclusive right to propose a plan of reorganization, through
and including January 25, 2018; and the period within which it has
the exclusive right to solicit acceptances to its plan, through and
including March 26, 2018.
As reported by the Troubled Company Reporter on October 30, 2017,
the Debtor sought 90 days' extension of the exclusive periods
within which to file a Chapter 11 plan and disclosure statement and
solicit acceptances therefor.
The Debtor told the Court 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, 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, to reflect the
addition of a Stratitude creditor to the Committee in the jointly
administered cases.
The Debtor conveyed 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 claimed 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 asserted that it has strived
to address concerns and comments from the Office of the U.S.
Trustee. Accordingly, the Debtor said that majority of the effort
of the Debtor and its professionals occur "behind the scenes" in
this matter.
Notwithstanding these efforts, the Debtor further told the Court
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 said that after the commencement of the
Stratitude Case, its only remaining substantial asset is the QHIX
Healthcare Platform Business Unit. The Debtor also said that it has
continued its efforts to market and sell the QHIX Healthcare
Platform Business Unit.
Notwithstanding the requested maintenance of exclusivity, the
Debtor anticipated that any plan it will file in its Chapter 11
Case (and in the Stratitude Case) will be proposed jointly with the
Committee.
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,
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 serves 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.
RACKSPACE HOSTING: Fitch Maintains 'BB+' Rating on Term Loan B
--------------------------------------------------------------
Fitch Ratings maintains the 'BB+/RR1' issue rating assigned to
Rackspace Hosting Inc.'s (Rackspace) senior secured term loan B
following the company's announced $800 million upsize of its
existing term loan. The proceeds from the additional issuance will
be used to fund the acquisition of Datapipe Holdings, LLC
(Datapipe), which was announced on Sept. 11, 2017. The acquisition
is expected to close during the fourth quarter of 2017 (4Q17).
Other than the incremental issuance, no changes are being made to
the credit facility. The Rating Outlook is Stable.
With the acquisition of Datapipe, Fitch anticipates Rackspace's
gross leverage to temporarily exceed the negative sensitivity of
4x. Fitch expects the company to use its free cash flow to reduce
debt in 2018 and lower its total leverage to below 4x exiting 2018.
Total leverage sustaining above 4x could result in negative rating
actions. With the acquisition of Datapipe, Rackspace expects to
strengthen its access to emerging markets, including Brazil, China,
and Russia, and the west coast of the U.S. where it currently has a
limited presence. The acquisition would also strengthen the
company's access to the public sector.
KEY RATING DRIVERS
Secular Tailwinds: Fitch expects solid growth across Rackspace's
markets, driven by increased outsourcing, growth in workloads
across platforms, and customer adoption of hybrid cloud
environments. Fitch also expects outsourcing of information
technology (IT), which is in relatively early stages, will continue
over the longer term, driven by pressured IT budgets and increasing
complexity around hybrid cloud environments. Workload growth across
cloud platforms and integration of legacy systems should support
solid hybrid cloud adoption.
Strengthening Free Cash Flow (FCF) Profile: Fitch anticipates that
Rackspace's FCF profile will strengthen further as it shifts
investments to managed cloud services from building out its public
cloud, which meaningfully reduces capital intensity. Building out
Rackspace's public cloud has driven significant historical capital
expenditures, and Fitch expects this capital will be reinvested in
managed cloud services or made available for debt reduction. As a
result, capital spending as a percentage of revenue should decline
closer to 15% versus 20% to 25% historically. Fitch projects more
than $250 million of annual FCF through the forecast period.
Elevated Leverage: Fitch estimates total leverage (total debt to
operating EBITDA) to be more than 4x in 2018, given $3.3 billion of
debt at the end of second quarter 2017, incremental debt for the
Datapipe acquisition, and a Fitch forecast of approximately $1
billion of operating EBITDA for 2018. Fitch estimates total
leverage to decline to below 4x in 2019.
Pivot From Public Cloud: Fitch expects Rackspace to strategically
shift growth emphasis away from public cloud operations toward
managed cloud service. Fitch believes public cloud business will be
pressured over the longer term as incremental workloads
increasingly migrate to larger Amazon Web Services (AWS) and
Microsoft (Azure). As a result, Fitch expects high single-digit
revenue declines through the intermediate term for the public cloud
business. Significant capital spending by public cloud operators
including AWS and Azure have led to subsequent aggressive price
cuts. This has left Rackspace's public cloud less competitive for
new workloads, despite higher service levels. Fitch does not
anticipate significant customer churn for existing workloads,
although Rackspace will focus on leveraging existing customer
relationships and providing managed cloud services for incremental
workloads on AWS or Azure.
Managed Cloud Service Growth: Fitch expects greater emphasis on
managed cloud service will drive robust revenue growth from
increasing complexity associated with hybrid cloud environments.
Fitch believes customers will increasingly embrace third-party
service providers to architect, secure and operate dedicated
hosting and public and private cloud environments. Fitch believes
Rackspace is uniquely positioned within managed cloud services,
given leadership positions in dedicated hosting (#1) and public
cloud (top 4), cloud domain expertise, scale which enables
investments in accreditations with AWS and Azure, and its support
strategy. Fitch views revenue contributions from managed cloud
services as small, given Rackspace only started offering these
services at the beginning of 2015, and expects growth to offset
declines in the public cloud business over the intermediate term.
Potential Internalization Threat: Over the long term, Fitch
believes AWS and Azure will likely build out service offerings to
compete with partners, including Rackspace, potentially
constraining growth or pressuring margins in managed cloud
services. However, over the near term, AWS and Azure should remain
focused on building out highly profitable public cloud
infrastructure rather than investing in non-core higher service
levels. Additionally, AWS and Azure would be challenged to
replicate Rackspace's services, particularly in the middle market,
given its dedicated hosting and private cloud domain expertise in
servicing this fragmented segment. As a result, Fitch believes AWS
and Azure expanding cloud services are more likely to accelerate
partner stratification or consolidation.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action:
-- Fitch's expectation that total leverage will sustain below 3x
from voluntary debt reduction with annual FCF above $250
million;
-- Strong adoption of Rackspace's managed cloud services
offsetting public cloud churn and stable dedicated hosting and
private cloud performance, resulting in mid-single-digit
positive organic revenue growth, validating the company's
strategy.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action:
-- Fitch's expectation that total leverage will sustain above 4x
through the intermediate term, likely due to incremental debt
issuance to support restricted payments or make acquisitions;
-- Weaker than expected or more volatile revenue growth through
the intermediate term, indicating less robust industry growth
or adoption of Rackspace's managed cloud services, potentially
in conjunction with greater than anticipated public cloud
customer churn.
LIQUIDITY
Fitch believes Rackspace's liquidity is sufficient and supported
by:
-- Over $100 million of available cash at the end of 2Q 2017, a
portion of which is located outside the U.S.;
-- $225 million undrawn senior secured RCF.
Fitch's projections of more than $250 million of annual FCF also
support liquidity.
Total debt is $4.1 billion (after Datapipe acquisition) and
consists of:
-- $2.9 billion of senior secured Term Loan B due Nov. 26, 2023;
-- $1.2 billion of 8.625% senior unsecured notes due Nov. 15,
2024.
FULL LIST OF CURRENT RATINGS
Fitch currently rates Rackspace as follows:
-- Long-Term Issuer Default Rating 'BB-';
-- Senior secured revolving credit facility 'BB+/RR1';
-- Senior secured Term Loan B 'BB+/RR1';
-- Senior unsecured notes 'BB-/RR4'.
The Rating Outlook is Stable.
RACKSPACE HOSTING: Moody's Confirms B1 CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service has confirmed Rackspace Hosting, Inc.'s
B1 corporate family rating (CFR) following Moody's review of the
ratings related to Rackspace's pending acquisition of DataPipe Inc.
(DataPipe). To finance the acquisition, including repayment of
existing debt at DataPipe, Rackspace will issue an $800 million
incremental senior secured term loan B and use cash from its
balance sheet. Moody's has also confirmed the company's B1-PD
probability of default rating (PDR) and B3 senior unsecured rating.
Moody's has downgraded the senior secured rating to Ba3 from Ba2 as
a result of the incremental first lien debt. Finally, Moody's has
changed Rackspace's outlook to negative due to its weak revenue
trends, intense competitive pressure and a more aggressive
financial policy than Moody's initial assessment post-LBO,
evidenced by increased frequency of M&A. These actions conclude the
review for downgrade that was initiated on September 11, 2017.
The review was prompted by Rackspace's agreement to purchase
DataPipe, Inc., which Moody's believes will result in increased
business risk, higher leverage and pressure free cash flow until
planned synergies are realized. Moody's expects Rackspace's
leverage could remain above the 4.5x leverage limit for Rackspace's
B1 rating which was assigned following Apollo's purchase of
Rackspace in November of 2016. Rackspace's leverage was 4.9x
(Moody's adjusted, pro forma for TriCore) as of June 30. Moody's
expects Rackspace to achieve $150 million of cost synergies related
to its base business and DataPipe, which will to contribute 0.4x of
leverage reduction by year end 2018.
Downgrades:
Issuer: Inception Merger Sub, Inc.
-- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD3)
from Ba2 LGD2
Issuer: Rackspace Hosting, Inc.
-- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD3)
from Ba2 (LGD2)
Outlook Actions:
Issuer: Rackspace Hosting, Inc.
-- Outlook, Changed To Negative From Rating Under Review
Confirmations:
Issuer: Inception Merger Sub, Inc.
-- Senior Unsecured Regular Bond/Debenture, Confirmed at B3
(LGD5)
Issuer: Rackspace Hosting, Inc.
-- Probability of Default Rating, Confirmed at B1-PD
-- Corporate Family Rating, Confirmed at B1
RATINGS RATIONALE
Rackspace's B1 CFR reflects its good free cash flow profile driven
by stable recurring revenues and improving capital intensity. The
company previously had a proven track record of organic revenue
growth throughout the last five years. In contrast to most IT
infrastructure companies of its size, Rackspace organically built a
highly profitable business within a dynamic, capital intensive and
rapidly growing industry. Its cost structure is mostly variable,
which has allowed margins to remain consistent throughout the
company's high growth period. The acquisition of DataPipe will
enhance Rackspace's competitive position, especially within the
enterprise segment. DataPipe is a market leader in helping
companies adopt hybrid cloud architectures and, despite its very
small size, was effective at landing large, global accounts.
Rackspace's ownership will offer scale benefits to DataPipe and
potentially accelerate its growth and profitability as part of the
larger company.
These positives are offset by Rackspace's weak organic growth
trends and Moody's view of a weakening competitive position. The
company has experienced moderate margin contraction as it invests
in the new high growth Managed Public Cloud segment. The rating is
also constrained by Rackspace's relatively small scale in an
industry dominated by large and well capitalized companies and the
technological and competitive threats inherent in the IT services
industry. In addition, the rating is limited by Rackspace's high
leverage of around 5x (Moody's adjusted) and an aggressive
financial policy under its private equity ownership structure.
Rackspace's B1 CFR was prospective following its 2016 leveraged
buy-out and incorporated Moody's assumption that Rackspace would
grow revenues and EBITDA resulting in organic delevering. Since the
deal closed, organic growth has stagnated due to continued
competitive pressure. This, coupled with incremental debt as a
result of the DataPipe transaction, have caused Moody's to believe
Rackspace's leverage could exceed Moody's established limit for its
B1 rating for an extended timeframe.
Further, this acquisition highlights a more aggressive financial
policy at Rackspace under its new financial sponsor. The DataPipe
transaction is the second acquisition in less than a year and comes
on the heels of the company's acquisition of TriCore Solutions,
LLC. These transactions have the potential to result in customer
churn if merger execution is not smooth, and this risk is
especially high for large enterprise customers of DataPipe.
Previously, Rackspace had organically built a highly profitable
business. Now, with the prospects of organic growth diminishing,
Moody's believes the company will be more inclined to grow via
acquisition, increasing operational and credit risk.
The negative outlook reflects Moody's expectation of continued
competitive pressure, specifically in the company's OpenStack
public cloud business. Moody's believes that Rackspace's revenue
and EBITDA growth rate will remain modest such that leverage
remains above the established limit of 4.5x for Rackspaces' B1
rating.
Moody's expects Rackspace to have very good liquidity over the next
twelve months. The company generates positive cash flow and Moody's
expects Rackspace to have cash in excess of $100 million and full
availability under its $225 million secured revolving credit
facility. The revolver is subject to a springing maximum net first
lien leverage ratio. Moody's expect Rackspace to maintain 30%
cushion to this covenant.
Rackspace's rating could be downgraded if leverage is sustained
above 4.5x (Moody's adjusted) or if cash flow deteriorates such
that FCF/Debt is less than 5%. In addition, the rating could be
downgraded if the company returns cash to shareholders or if there
is deterioration of Rackspace's market position irrespective of its
credit metrics. Moody's could upgrade Rackspace's B1 rating if
leverage is sustained below 3.5x Debt / EBITDA (Moody's adjusted)
and if free cash flow is at least 10% of Moody's adjusted debt.
The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.
Based in San Antonio, TX., Rackspace is a multinational leader in
managed cloud services. The company has a global network and offers
broad IT solutions to its clients. The company was purchased by
Apollo Global Management in November of 2016.
RACKSPACE HOSTING: S&P Lowers CCR to 'B+', Off Watch Negative
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on San
Antonio, Texas-based Rackspace Hosting Inc. to 'B+' from 'BB-' and
removed it from CreditWatch, where S&P had placed it with negative
implications on Sept. 11, 2017. The outlook is stable.
S&P said, "At the same time, we lowered the issue-level rating on
the company's senior secured revolving credit facility and term
loan to 'BB-' from 'BB+' and revised the recovery rating to '2'
from '1'. The '2' recovery rating indicates our expectation for
substantial (70%-90%; rounded estimate: 80%) recovery for lenders
in the event of a payment default.
"We also lowered the issue-level rating on the company's senior
unsecured notes to 'B' from 'B+'. The recovery rating remains '5',
indicating our expectation for modest (10%-30%; rounded estimate:
15%) recovery for lenders in the event of a payment default.
"We removed all issue-level ratings from CreditWatch, where we
placed them with negative implications on Sept. 11, 2017.
"The ratings downgrade reflects our view that the recent
acquisitions of Datapipe and TriCore reflect a shift in the
company's financial policy, which historically focused on organic
growth. As a result, we now expect leverage will remain above 5x,
our previously established downgrade threshold, through at least
2018. In addition, we believe operational risk will be elevated
over the next couple years as new management solidifies its
strategy for the business and executes on meaningful synergies
identified with the recent acquisition of Datapipe and the
leveraged buyout of the company in 2016. Despite higher leverage,
we expect the company will continue to generate good levels of
FOCF.
"The stable outlook reflects our expectation that pro forma
leverage in the high-5x area will decline to the low-5x area in
2018, primarily benefiting from EBITDA growth as a result of
identified cost synergies, with good levels of FOCF.
"We could lower the rating if operating performance weakens due to
execution missteps or competitive pressures, resulting in elevated
churn and pricing pressure increasing leverage above 6x or reducing
FOCF to debt below 5% on a sustained basis.
"We are unlikely to raise the rating under the company's current
ownership, but could do so if the company adopted a longer-term
financial policy supportive of leverage below 4.5x on a sustained
basis."
REGIS GALERIE: Dec. 6 Disclosure Statement Hearing Date
-------------------------------------------------------
Regis Galerie, Inc. filed with the U.S. Bankruptcy Court for the
District of Nevada revised its amended disclosure statement
explaining its plan of reorganization to include the date of the
hearing to confirm the plan and for final approval of the revised
amended disclosure statement. The voting deadline to accept or
reject the plan and the objection deadline have also been added.
The hearing will take place on Dec. 6, 2017 at 9:30 a.m. in
Courtroom 3, Folely Federal Building, 300 Las Vegas Boulevard
South, Las Vegas, NV 89101.
Nov. 22, 2017, is the date by which ballots to accept or reject the
Plan by creditors and equity security holders entitled to vote must
be received by the Debtor's counsel.
Nov. 22, 2017, is the date by which any objection to the Plan or to
the final approval of the Revised Amended Disclosure Statement must
be filed and served.
A full-text copy of the Revised Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/nvb16-14899-283.pdf
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.
RESCUE ONE: First Amended Chapter 11 Plan Confirmed
---------------------------------------------------
Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California issued an order approving Rescue One
Ambulance's first amended disclosure statement and confirming its
first amended plan of reorganization dated August 29, 2017.
The Debtor is authorized to make disbursements to claimants in
accordance with the Plan and this order, and the Debtor will
commence the monthly payments due under the Plan on the Effective
Date.
A post-confirmation status conference will be held on Dec. 12, 2017
at 1:00 p.m. in Courtroom 1545 of the United States Bankruptcy
Court, Central District of California, Edward R. Roybal Federal
Building and Courthouse, 255 E. Temple Street, Los Angeles, CA
90012.
About Rescue One Ambulance
Rescue One Ambulance owns and operate Rescue One Ambulance which is
located at 15540 Texaco Avenue, Paramount, California.
Rescue One Ambulance filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 17-10002) on Jan. 1, 2017. The petition was signed by
Andrew Boulos, president. The case is assigned to Judge Barry
Russell. The Debtor is represented by Michael Jay Berger, Esq. at
the Law Offices of Michael Jay Berger. At the time of filing, the
Debtor estimated assets at $100,000 to $500,000 and liabilities at
$1 million to $10 million.
Rescue One Ambulance had a previously filed for Chapter 11
bankruptcy (Bankr. C.D. Cal. Case No. 16-12012) on Feb. 18, 2016,
which was dismissed on Dec. 16, 2016.
RMS TITANIC: Seeks Approval to Expand Scope of CRI Services
-----------------------------------------------------------
RMS Titanic, Inc. has filed a supplemental application seeking
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to authorize its tax advisor Carr, Riggs & Ingram, LLC to
provide additional services.
In the court filing, the Debtor proposes to expand the scope of the
firm's services to include tax and legal advisement in connection
with a potential sale of its assets.
The professionals selected to assist the Debtor and their hourly
rates are:
Chris Clayton $360
Kristin Peniston $150
Douglas Stein $450
Chris Clayton, a principal of Carr Riggs, disclosed in a court
filing that his firm remains "disinterested" as defined in section
101(14) of the Bankruptcy Code.
About About RMS Titanic Inc.
Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world. Premier -- http://www.PremierExhibitions.com/--
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition, BODIES.
The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.
RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions. The Chapter 11 cases are assigned to Judge
Paul M. Glenn.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.
The Debtors are represented by Daniel F. Blanks, Esq., and Lee D.
Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP.
The Debtors employed Brian A. Wainger, Esq., at Kaleo Legal as
special litigation counsel, outside general counsel, securities
counsel, and conflicts counsel; Robert W. McFarland, Esq., at
McGuireWoods LLP as special litigation counsel; Steven L. Berson,
Esq., at Dentons US LLP and Dentons Canada LLP as outside general
counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons
LLP as outside general counsel and securities counsel. The Debtors
also employed Ronald L. Glass as Chief Restructuring Officer and
GlassRatner Advisory & Capital Group, LLC, as financial advisors.
Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates. The
Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq., at
Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A.
Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel.
The official committee of equity security holders of Premier
Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau
Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and
Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo
Securities LLC as financial advisor.
RONALD REAGAN ACADEMY: S&P Lowers 2016 School Bonds to BB
---------------------------------------------------------
S&P Global Ratings lowered its long-term rating on the Utah Charter
School Finance Authority's series 2016 charter school revenue
refunding bonds, issued for Ronald Wilson Reagan Academy (RWRA), to
'BB' from 'BB+'. The outlook is stable.
"We lowered the rating based on the U.S. Not-for-profit Charter
School methodology, published on Jan. 3, 2017, on RatingsDirect,"
said S&P Global Ratings credit analyst Luke Gildner.
S&P said, "We assessed RWRA's enterprise profile as adequate
characterized by somewhat small but very stable enrollment levels,
very good academics, , favorable charter standing resulting from
its evergreen charter, and a capable management team. We assessed
the financial profile as vulnerable characterized by slim operating
margins and debt service coverage, a high debt burden, and decent
liquidity for the rating level.
"The stable outlook reflects our expectation the school will
maintain its enrollment, good academic performance, and acceptable
cash position. We also anticipate operations will continue to
produce at least break even performance.
"We could raise the rating if RWRA maintains its current demand
profile while improving operating performance to levels
commensurate with a higher rating. We would also view favorably a
moderation of the organization's debt burden and an increase in the
liquidity position. Credit factors that could result in a negative
rating action in the one-year outlook period include deterioration
in operations, deterioration in liquidity, or in the event of a
covenant violation."
ROYAL HOLDINGS: S&P Hikes CCR to BB+ Then Withdraws Rating
----------------------------------------------------------
In October 2017, H.B. Fuller Co. completed its acquisition of ASP
Royal Acquisition Corp., parent of Royal Holdings Inc., for $1.575
billion. All of Royal's debt has been repaid following the
acquisition.
S&P Global Ratings raised its corporate credit rating on U.S.-based
adhesives and sealants company Royal Holdings Inc. to 'BB+' from
'B', in line with the rating on H.B. Fuller Co. S&P also raised the
first-lien debt rating to 'BB+' from 'B' with a recovery rating of
'3'. S&P said, "The '3' recovery rating indicates our expectation
for meaningful (50% to 70%; rounded estimate: 50%) recovery in the
event of payment default. We also raised the issue-level rating on
the second-lien debt to 'BB-' from 'CCC+' with a recovery rating of
'6'. The '6' recovery rating indicates our expectation for
negligible (0% to 10%; rounded estimate: 5%) recovery in the event
of payment default. At the same time, we removed all ratings from
from CreditWatch, where we had placed them with positive
implications on Sept. 5, 2017."
S&P subsequently withdrew all ratings on Royal at the company's
request following the paydown of all of Royal's debt.
The rating actions follow the completion of H.B. Fuller's
acquisition of Royal in October 2017 and the repayment of all of
Royal's debt. S&P raised its corporate credit rating on Royal to
that of its 'BB+' corporate credit rating on H.B. Fuller.
RUBY TUESDAY: Defers Annual Meeting Pending Merger Approval
-----------------------------------------------------------
The Board of Directors of Ruby Tuesday, Inc., determined to
postpone the Company's 2017 annual meeting of shareholders,
previously scheduled for Jan. 22, 2018, due to the pendency of the
special meeting of shareholders of Ruby Tuesday to vote on approval
of the previously-announced Agreement and Plan of Merger among RTI
Holding Company, LLC, a fund managed by NRD Capital, RTI Merger
Sub, LLC, a wholly owned subsidiary of Parent, and Ruby Tuesday,
pursuant to which, among other things and subject to the
satisfaction or waiver of specified conditions, Merger Sub will
merge with and into Ruby Tuesday. Ruby Tuesday has filed a
preliminary proxy statement with the Securities and Exchange
Commission in connection with the Special Meeting and anticipates
that it will notify shareholders of the exact date, time and
location of the Special Meeting in the forthcoming definitive proxy
materials.
If the Merger is completed, Ruby Tuesday will become a wholly-owned
subsidiary of Parent and there will be no annual meeting of Ruby
Tuesday involving public shareholders. If the Merger is not
completed, the Board will take such further action following the
Special Meeting as it deems necessary and appropriate to call and
convene an annual meeting of shareholders, including the
establishment of a new annual meeting date and deadline for
submission of shareholder proposals and director nominations.
About Ruby Tuesday
Ruby Tuesday, Inc. (NYSE:RT) -- http://www.rubytuesday.com/-- owns
and franchises Ruby Tuesday brand restaurants. As of Sept. 5,
2017, there were 599 Ruby Tuesday restaurants in 41 states, 14
foreign countries, and Guam. Of those restaurants, the Company
owned and operated 541 Ruby Tuesday restaurants and franchised 58
Ruby Tuesday restaurants, comprised of 17 domestic and 41
international restaurants. The Company's Company-owned and
operated restaurants are concentrated primarily in the Southeast,
Northeast, Mid-Atlantic, and Midwest of the United States, which
the Company considers to be its core markets.
Ruby Tuesday reported a net loss of $106.1 million on $951.97
million of total revenue for the year ended June 6, 2017, compared
to a net loss of $50.68 million on $1.09 billion of total revenue
for the year ended May 31, 2016. As of Sept. 5, 2017, Ruby Tuesday
had $701.02 million in total assets, $403.12 million in total
liabilities and $297.9 million in total shareholders' equity.
* * *
In April 2017, S&P Global Ratings lowered its corporate credit
rating on Ruby Tuesday Inc. to 'CCC+' from 'B-'. The outlook is
negative. "The downgrade reflects our view of uncertainty
regarding the company's ability to meaningfully improve earnings
growth that can support what we currently see as an unsustainable
capital structure. While liquidity is also tightening, we do not
currently envision a specific default scenario in the next 12
months, as the company does not face any significant debt
maturities within the next year," said credit analyst Mathew
Christy.
SAGE AUTOMOTIVE: S&P Affirms 'B' CCR on $85MM Term Loan Add-On
--------------------------------------------------------------
U.S.-based Sage Automotive Interiors Inc. intends to raise an
incremental $85 million first-lien term loan to fund a dividend to
shareholders and pay related transaction fees and expenses.
S&P Global Ratings is thus affirming its 'B' corporate credit
rating on Sage Automotive Interiors Inc. The outlook is stable.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's first-lien term loan (including the $85 million
add-on). The '3' recovery rating is unchanged, indicating our
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery of principal in the event of payment default."
S&P said, "The affirmation reflects our expectation that the
proposed issuance will not increase leverage significantly enough
to change our current assessment of Sage's financial risk. The
company's revenue growth prospects and sustained above-average
EBITDA margins will largely offset this higher indebtedness. We
believe that, given its majority ownership by a financial sponsor,
Sage's financial policies will remain aggressive, which will likely
preclude any significant debt reduction in the next year or two.
Following the close of this transaction, we expect debt to EBITDA
to approach 4x and improve towards 3.75x in 2018, and free
operating cash flow (FOCF) to total debt should remain in the 10%
to 12% range through 2018.
"S&P Global Ratings' stable outlook on Sage Automotive Interiors
Inc. reflects our view that, over the next 12 months, the company
will continue to maintain debt to EBITDA below 5x and generate FOCF
to debt of over 10%. We believe Sage will continue to increase
market penetration in China (as a result of rising middle class
demand) and through opportunistic platform wins; however the pace
of growth may be slowed by softening market conditions in North
America.
"We could lower the rating over the next 12 months if FOCF
generation turns negative for consecutive quarters and
significantly decreases liquidity, or if debt to EBITDA
substantially exceeds 5x. This could result from unanticipated
acquisition integration or program launch issues,
weaker-than-expected economic conditions that stifle light vehicle
demand, or a large debt-funded acquisition.
"We could raise the rating during the next 12 months if we believe
the company is able to increase market share with customers and in
geographies outside of the major U.S. automakers. This, along with
demonstrating stable EBITDA margins that can be maintained near the
current level, would indicate reduced business risk. We could also
raise the rating if the company's financial policy is able to
generate FOCF to debt of at least 10% on a sustained basis and
maintain debt to EBITDA of less than 4x."
SCOTT TERRAZZANO: Sale of Jacksonville Homestead for $730K Approved
-------------------------------------------------------------------
Judge Paul M. Green of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Scott Terrazzano to sell his
homestead located at 13032 Huntley Manor Drive, Jacksonville,
Florida to Daniel and Vicke Lawrie for $730,000.
The Debtor is authorized to pay all necessary and customary closing
costs. He may deposit a portion of the proceeds, estimated at
$40,000, into the DIP operating account for payment of Chapter 11
administrative expenses and operating expenses as needed. He may
deposit the remaining balance of the proceeds, estimated at
$225,000, into a non-DIP account held jointly with his non-filing
spouse ("Exempt Homestead Proceeds"). The Debtor will include
copies of the bank statements from the non-DIP account with his
monthly financial reports.
The Exempt Homestead Proceeds are exempt and will remain exempt so
long as Debtor maintains the intention to reinvest the proceeds
into another homestead within a reasonable time and keeps the
Exempt Homestead Proceeds segregated for that purpose.
Scott Terrazzano sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 16-2595) on July 8, 2016.
SEA ISLAND: Sale of Trust's Interest in Turk Property Approved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
authorized Sea Island Acquisition, LLC, formerly known as Sea
Island Acquisition, LP, to sell the Liquidation Trust's Interest in
the Turk Property consisting of no more than 34,000 square feet of
real property to Cottage 429, LLC.
The sale is subject only to a party in interest with standing
filing a written objection with the Court on Nov. 27, 2017. If a
timely written objection is filed with the Court by a party in
interest with standing, the Court will hold a hearing on Dec. 4,
2017 at 10:00 a.m., and the Court will consider at the Hearing
whether to approve the Sale and grant the other relief set forth in
the Order.
Unless a written objection filed by a party with standing appears
on the docket of the Clerk of Court by the Objection Deadline, the
relief granted in the Order will become immediately enforceable
without any further order of the Court or action by any party.
Any party filing an objection to the Motion will set forth the
legal and factual bases for the objection and will identify by
schedule (or proof of claim) number, the amount, and the bases for
the claim(s) upon which it asserts standing. Only the
Beneficiaries of the Liquidation Trust and the United States
Trustee will have standing to file an objection. In accordance
with the terms of the Sale Agreement, the Liquidation Trustee will
be entitled to the Payment on an irrevocable, unavoidable basis.
When the Order becomes a Final Order, the Liquidation Trustee will
promptly execute and deliver the Quitclaim Deed to the Buyer.
Any Federal Rule of Bankruptcy Procedure to the contrary
notwithstanding, the Order will be immediately enforceable as set
forth.
About the Sea Island Company
St. Simons Island, Georgia-based Sea Island Company --
http://www.seaisland.com/-- aka Sea Island Shooting School, Sea
Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a
private resort and real estate development company founded in
1926. The Sea Island Company owned and operated Sea Island
Resorts, featuring two of the world's most exceptional
destinations: the Forbes Five-Star Cloister at Sea Island and The
Lodge at Sea Island.
The Sea Island Company filed for Chapter 11 protection on Aug. 10,
2010 (Bankr. S.D. Ga. Case No. 10-21034). The Debtor estimated its
assets and debts at $500 million to $1 billion as of the Petition
Date.
Affiliates Sea Island Coastal Properties, LLC; Sea Island Services,
Inc.; Sea Island Resort Residences, LLC; Sea Island Apparel, LLC;
First Sea Island, LLC; and Sical, LLC, filed Chapter 11 petitions
also on Aug. 10, 2010.
Sarah R. Borders, Esq., Harris Winsberg, Esq., Sarah L. Taub, Esq.,
and Jeffrey R. Dutson, Esq., at King & Spalding LLP, assisted the
Debtor in its restructuring effort. Robert M. Cunningham, Esq., at
Gilbert, Harrell, Sumerford & Martin PC,
served as the Debtor's co-counsel. FTI Consulting, Inc., acted as
the Debtor's restructuring advisor. EPIQ Bankruptcy Solutions,
LLC, acted as the Debtor's claims and notice agent.
Donald F. Walton, the U.S. Trustee for Region 21, appointed seven
members to the official committee of unsecured creditors in the
case. The committee has retained Jordi Guso, Esq., at Berger
Singerman, P.A., as its counsel.
On Sept. 24, 2010, Debtor filed its Amended Chapter 11 Plan of
Reorganization, and on Nov. 8, 2010, the Bankruptcy Court entered
an order confirming the Plan. The Chapter 11 plan was based on an
agreement to sell substantially all of the Debtor's assets to Sea
Island Acquisition LP, a limited partnership formed by investment
funds managed by the global investment firms Oaktree Capital
Management, L.P., and Avenue Capital Group. The Debtor's remaining
assets were transferred to a newly created trust where the
Liquidation Trustee was to liquidate the property and distribute
the proceeds to the Trust beneficiaries. Robert Barnett was named
liquidating trustee.
SEADRILL LIMITED: Committee Hires Zuill & Co as Bermuda Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Seadrill Limited
and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to retain Zuill
& Co, as Bermuda counsel to the Committee.
The Committee relates that it is currently conducting a
wide-ranging investigation into the Debtors' prepetition
transactions including investigating the validity and
enforceability of the Debtors' prepetition secured debt
facilities.
In connection with the investigation as well as during the course
of the Chapter 11 cases, the Committee will require the expertise
in the laws of Bermuda as certain of the Debtors are Bermuda
companies.
The Committee requires Zuill & Co to provide legal advice to the
Committee on matters of Bermuda law.
Zuill & Co will be paid at these hourly rates:
Partners $600-$800
Associates $350-$550
Paralegals $100-$200
Zuill & Co 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
following is provided 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: No.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Zuill & Co is developing a budget and staffing plan
for the period through December 31, 2017, that will
be presented for approval by the Committee.
Jayson Wood, partner of Zuill & Co, 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.
Zuill & Co can be reached at:
Jayson Wood, Esq.
ZUILL & CO
25 Church Street
Hamilton, Bermuda
Tel: 00 1 441 405 1518
E-mail: jayson.wood@harneys.com
About Seadrill Limited
Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates own
or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint
jointprovisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young serve as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Willkie Farr &
Gallagher LLP, serves as special counsel to the Debtors. Slaughter
and May has been engaged as corporate counsel, and Morgan Stanley
serves as co-financial advisor during the negotiation of the
restructuring agreement. Advokatfirmaet Thommessen AS serves as
Norwegian counsel. Conyers Dill & Pearman serves as Bermuda
counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors'
independent auditor; and Prime Clerk is their claims and noticing
agent.
On September 22, 2017, the U.S. Trustee for the Southern District
of Texas appointed the official committee of unsecured creditors.
The Committee hired Kramer Levin Naftalis & Frankel LLP, as
counsel, Cole Schotz P.C., as local and conflict counsel, Zuill &
Co, as Bermuda counsel, Quinn Emanuel Urquhart & Sullivan, UK LLP,
as English counsel, Advokatfirmaet Selmer DA, as Norwegian counsel,
Perella Weinberg Partners LP, as investment banker.
SEADRILL LIMITED: Committee Taps Quinn Emanuel as English Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Seadrill Limited
and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to retain Quinn
Emanuel Urquhart & Sullivan, UK LLP, as English counsel to the
Committee.
The Committee relates it is currently conducting a wide-ranging
investigation into the Debtors' prepetition transactions including
investigating the validity and enforceability of the Debtors'
prepetition secured debt facilities.
Numerous documents related to the Prepetition Facilities purport to
be governed by English law.
The Committee requires Quinn Emanuel to advise the Committee on
matters of English law.
Quinn Emanuel will be paid at these hourly rates:
Partners $950-$1,375
Of Counsels $1,080-$1,085
Senior Associates $875-$1,045
Mid-level Associates $800-$825
Junior Associates $590-$720
Paralegals $315
Quinn Emanuel 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
following is provided 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 -- save that Quinn Emanuel would apply GBP rates
rather than USD rates when acting in London-venued
bankruptcy case. Quinn Emanuel's rates are fixed
annually, therefore there is likely to be a
difference between GBP and USD rates as a result of
movement in forex rates during the course of the
year.
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: No.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Quinn Emanuel is developing a budget and staffing
plan for the period through December 31, 2017 that
will be presented for approval by the Committee.
Susan Prevezer, partner of Quinn Emanuel Urquhart & Sullivan, UK
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.
Quinn Emanuel can be reached at:
Susan Prevezer, Esq.
QUINN EMANUEL URQUHART & SULLIVAN, UK LLP
90 High Holborn
London WC1V 6LJ, UK
Tel: +44 20 7653 2000
About Seadrill Limited
Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates own
or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint
jointprovisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young serve as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Willkie Farr &
Gallagher LLP, serves as special counsel to the Debtors. Slaughter
and May has been engaged as corporate counsel, and Morgan Stanley
serves as co-financial advisor during the negotiation of the
restructuring agreement. Advokatfirmaet Thommessen AS serves as
Norwegian counsel. Conyers Dill & Pearman serves as Bermuda
counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors'
independent auditor; and Prime Clerk is their claims and noticing
agent.
On September 22, 2017, the U.S. Trustee for the Southern District
of Texas appointed the official committee of unsecured creditors.
The Committee hired Kramer Levin Naftalis & Frankel LLP, as
counsel, Cole Schotz P.C., as local and conflict counsel, Zuill &
Co, as Bermuda counsel, Quinn Emanuel Urquhart & Sullivan, UK LLP,
as English counsel, Advokatfirmaet Selmer DA, as Norwegian counsel,
Perella Weinberg Partners LP, as investment banker.
SEADRILL LIMITED: Panel Taps Advokatfirmaet as Norwegian Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Seadrill Limited,
and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to retain
Advokatfirmaet Selmer DA, as Norwegian counsel to the Committee.
The Committee relates it is currently conducting a wide-ranging
investigation into the Debtors' prepetition transactions including
investigating the validity and enforceability of the Debtors'
prepetition secured debt facilities.
Numerous documents related to the Prepetition Facilities purport to
be governed by Norwegian law.
The Committee requires Advokatfirmaet to advise the panel on
matters of Norwegian law.
Advokatfirmaet will be paid at these hourly rates:
Partners $570
Senior Lawyers $468
Senior Associates $418
Associates $392
Paralegals $93
Advokatfirmaet 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
following is provided 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: No.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Advokatfirmaet is developing a budget and staffing
plan for the period through December 31, 2017 that
will be presented for approval by the Committee.
Tor Herdlevaer, partner of Advokatfirmaet Selmer DA, 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.
Advokatfirmaet can be reached at:
Tor Herdlevaer, Esq.
ADVOKATFIRMAET SELMER DA
Tjuvholmen Alle 1
P.O. Box 3124
Vika, N-0112
Oslo, Norway
Tel: +47 917 02 187
E-mail: t.herdlevaier@selmer.no
About Seadrill Limited
Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates own
or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint
jointprovisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young serve as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Willkie Farr &
Gallagher LLP, serves as special counsel to the Debtors. Slaughter
and May has been engaged as corporate counsel, and Morgan Stanley
serves as co-financial advisor during the negotiation of the
restructuring agreement. Advokatfirmaet Thommessen AS serves as
Norwegian counsel. Conyers Dill & Pearman serves as Bermuda
counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors'
independent auditor; and Prime Clerk is their claims and noticing
agent.
On September 22, 2017, the U.S. Trustee for the Southern District
of Texas appointed the official committee of unsecured creditors.
The Committee hired Kramer Levin Naftalis & Frankel LLP, as
counsel, Cole Schotz P.C., as local and conflict counsel, Zuill &
Co, as Bermuda counsel, Quinn Emanuel Urquhart & Sullivan, UK LLP,
as English counsel, Advokatfirmaet Selmer DA, as Norwegian counsel,
Perella Weinberg Partners LP, as investment banker.
SEADRILL LIMITED: Panel Taps Perella as Investment Banker
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Seadrill Limited,
and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to retain
Perella Weinberg Partners LP, as investment banker to the
Committee.
The Committee requires Perella to:
(a) assist the Committee in reviewing and analyzing the terms
of the Debtors' proposed restructuring plan and
restructuring support agreement, assist the Committee in
developing, advancing, reviewing and analyzing alternative
proposals for a restructuring;
(b) assist the Committee in valuing the Debtors' businesses,
securities issued and recoveries under the Debtors'
proposed, or any alternative, plan of reorganization;
(c) assess and advise the Committee with respect to the
Debtors' proposed new money investment led by Hemen
Holdings Ltd. and Centerbridge Partners LP and any other
proposed new money investment, including structure, terms,
valuation and amount of new money required, additionally
negotiate with the Debtors and capital providers on the
terms of any such new money investments;
(d) assess and advise the Committee with respect to the pre-
petition new money marketing process and post-petition
'go-shop' marketing process, and identify strategic or
financial parties that may not have been identified or
pursued by the Debtors;
(e) provide the Committee and the Committee's counsel with
Industry expertise (provided by Tudor, Pickering, Holt &
Co.) and capital markets perspectives, to assist in
evaluating the Debtors business plan and any proposed plan
of reorganization;
(f) assist the Committee in evaluating the Debtors' debt
capacity and provide the Committee with analysis and
advice with respect to any proposed capital structure for
the Debtors;
(g) evaluate, and advise the Committee on, the treatment and
impact of any intercompany claims on constituent
recoveries under any proposed plan of reorganization;
(h) meet with the Committee, the Debtors' management, the
Debtors' board of directors, other creditors and equity
holders (in each case who are institutional parties or
represented by an advisor) to discuss the Debtors'
proposed restructuring framework or alternative proposals;
(i) assist the Committee in reviewing the value and form of
Consideration provided to secured creditors under any plan
relative to their collateral value;
(j) assist the Committee in identifying, assessing and valuing
any unencumbered assets of the Debtors estates;
(k) participate in hearings before the Bankruptcy Court and
provide testimony as required by the Committee; and
(l) provide such other investment banking services in
connection with a restructuring as Perella and the
Committee may agree.
Perella will be paid as follows:
a) Monthly Fee. During the term of Perella' engagement, as set
forth in the Engagement Letter, a fee of $175,000 per month
(the "Monthly Fee"), prorated for each partial month, due
and payable in advance commencing on October 5, 2017. Fifty
percent of all Monthly Fees beginning with the seventh
Monthly Fee payment shall be credited against the
Transaction Fee.
b) Transaction Fee. A transaction fee (the "Transaction Fee")
of $4,500,000, payable promptly upon consummation of such
Transaction.
c) Expert Testimony Fee. If requested by the Committee to
prepare a written report and provide expert testimony
services, a fee of $1,000,000, payable promptly upon
delivery of the written report to the Committee or
providing expert testimony, as applicable.
Alexander Tracy, partner of Perella Weinberg Partners LP, 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.
Perella can be reached at:
Alexander Tracy
PERELLA WEINBERG PARTNERS LP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 287-3200
About Seadrill Limited
Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint
jointprovisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young serve as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Willkie Farr &
Gallagher LLP, serves as special counsel to the Debtors. Slaughter
and May has been engaged as corporate counsel, and Morgan Stanley
serves as co-financial advisor during the negotiation of the
restructuring agreement. Advokatfirmaet Thommessen AS serves as
Norwegian counsel. Conyers Dill & Pearman serves as Bermuda
counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors'
independent auditor; and Prime Clerk is their claims and noticing
agent.
On September 22, 2017, the U.S. Trustee for the Southern District
of Texas appointed the official committee of unsecured creditors.
The Committee hired Kramer Levin Naftalis & Frankel LLP, as
counsel, Cole Schotz P.C., as local and conflict counsel, Zuill &
Co, as Bermuda counsel, Quinn Emanuel Urquhart & Sullivan, UK LLP,
as English counsel, Advokatfirmaet Selmer DA, as Norwegian counsel,
and Perella Weinberg Partners LP, as investment banker.
SEATEQ CORPORATION: Unsecureds to be Paid 5% Under Exit Plan
------------------------------------------------------------
Unsecured creditors of Seateq Corp. will be paid 5% of their claims
under the company's proposed plan to exit Chapter 11 protection.
Under the proposed plan of reorganization, creditors holding Class
5 non-insider general unsecured claims in the amount of $510,025.17
will recover 5% of their claims.
Successful implementation of the plan will depend on Seateq's
ability to generate receivable income from three sources: (i) the
final award year of the company's contract with the United States
Military; (ii) the successful prosecution of a collection lawsuit
in Vietnam; and (iii) the successful collection of receivables,
which the company describes as "doubtful receivables," according to
its disclosure statement filed on Oct. 19 with the U.S. Bankruptcy
Court for the Northern District of California.
A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/canb17-30697-56.pdf
About Seateq Corporation
Based in San Francisco, California, Seateq Corporation has
purchased intermodal shipping containers from the suppliers in
North America for over 20 years, originally as "Seateq Trading,"
then "Seateq LLC" and finally "Seateq Corporation". Seateq
Corporation was incorporated in 2002. The containers were purchased
and resold to corporations, US Military and retail to private
individuals. Seateq remained current with the payments due for said
purchases until very recently.
Seateq Corporation filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 17-30697) on July 20, 2017. The petition was signed by
Bjorn Ervell, chief executive officer. At the time of filing, the
Debtors estimated $500,000 to $1 million in total assets and $1
million to $10 million in total liabilities.
Judge Hannah L. Blumenstiel presides over the case. Matthew D.
Metzger, Esq., at Belvedere Legal, PC, represents the Debtor. The
Debtor hired SB Law as special counsel and Bachecki Crom & Co.,
LLP, as accountant.
SHORT BARK: SSG Acted as Adviser in Point Blank Asset Sale
----------------------------------------------------------
SSG Capital Advisors, LLC, acted as the investment banker to Short
Bark Industries, Inc., in the sale of substantially all of its
assets to an affiliate of Point Blank Enterprises, Inc., a
portfolio company of JLL Partners. The sale was effectuated
through a Chapter 11 Section 363 process in the U.S. Bankruptcy
Court for the District of Delaware. The transaction closed in
October 2017.
Short Bark is a leading made-in-America supplier and manufacturer
of high performance tactical and strategic combat gear as well as
uniforms. Headquartered in Vonore, TN with manufacturing
facilities in Guanica, Puerto Rico, the Company's end customers
include key branches of the U.S. military (Army, Navy and Marines)
and global enterprises such as Wal-Mart Stores, Inc.
The Company experienced operating losses and constrained liquidity
for a number of years. While Short Bark attempted to rebuild the
revenue base and right-size the operating expenses, it wasn't able
to do so without a significant new equity infusion. With awarded
contracts and a large backlog, Short Bark was positioned well for
significant revenue growth and profitability but lacked capital to
fund a turnaround.
In order to effectuate a transaction, Short Bark filed for Chapter
11 protection in the District of Delaware in July 2017. SSG
conducted a comprehensive marketing process to a wide universe of
strategic and financial buyers leading to multiple bids. Point
Blank's bid was ultimately deemed the highest and best price for
substantially all of the Company's assets after topping the
stalking horse bidder at an auction. SSG's experience in
identifying buyers and running a thorough sale process enabled
stakeholders to maximize value while preserving nearly 500 jobs.
Point Blank is a leading provider of high performance protective
solutions, including bullet, fragmentation and stab resistant
apparel and related accessories. Through its various brands, Point
Blank ranks as the largest global supplier of ballistic and soft
armor systems in the world.
JLL Partners is a middle-market private equity firm with a track
record of adding value to complex investments through financial and
operational expertise. Since its founding in 1988, JLL Partners
has committed approximately $4.7 billion across seven funds.
Other professionals who worked on the transaction include:
* David M. Klauder and Cory P. Stephenson of Bielli & Klauder,
LLC, counsel to Short Bark Industries, Inc.;
* Mark T. Iammartino and Pero Ogrizovich of MorrisAnderson &
Associates, Ltd., Chief Restructuring Officer and financial advisor
to Short Bark Industries, Inc.;
* Edward P. Bond of Bederson LLP, Independent Director to Short
Bark Industries, Inc.;
* Patrick Walsh of Cedar Croft Consulting Ltd., Pre-Petition
Chief Restructuring Officer to Short Bark Industries, Inc.;
* Morton R. Branzburg and Domenic E. Pacitti of Klehr Harrison
Harvey Branzburg LLP, counsel to the senior lender to Short Bark
Industries, Inc.;
* Andrew J. Gallo, Kevin S. Shmelzer, Barbara J. Shander, James
R. Sherwood and Christopher L. Carter of Morgan, Lewis & Bockius
LLP, counsel to Point Blank Enterprises, Inc.;
* Wojciech F. Jung and Mary E. Seymour of Lowenstein Sandler
LLP, co-counsel to the Official Committee of Unsecured Creditors;
* Michael Busenkell of Gellert Scali Busenkell & Brown LLC,
co-counsel to the Official Committee of Unsecured Creditors; and
* Christopher Wu, Richard Mgrdechian and Jeremy de Koe of Teneo
Capital LLC, financial advisor to the Official Committee of
Unsecured Creditors.
About SSG Capital Advisors
SSG Capital Advisors, LLC, is an independent boutique investment
bank that assists middle-market companies and their stakeholders in
completing special situation transactions. It provides its clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory. SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry.
Securities are offered through SSG Capital Advisors, LLC (Member
SIPC, Member FINRA). All other transactions are effectuated
through SSG Advisors, LLC, both of which are wholly owned by SSG
Holdings, LLC. SSG is a registered trademark for SSG Capital
Advisors, LLC and SSG Advisors, LLC.
About Short Bark Industries
Short Bark Industries, Inc. -- http://www.shortbark.com/--
provides military apparels for the Department of Defense, law
enforcement industry. The company's manufactured items in the
military category include military MOLLE, medium and large
rucksacks, assault packs, IWCS, ACU, ABU, BDU, helmet covers, FROG,
A2CU and more. It offers men and boys suits, over garments, bag,
and coats. The company holds over 120,000+ square feet of
manufacturing capacity with operations in Florida, Puerto Rico and
Tennessee.
Short Bark and EXO SBI, LLC, sought bankruptcy protection (Bankr.
D. Del., Lead Case No. 17-11502) on July 10, 2017. The petitions
were signed by Phil Williams, CEO and chairman.
The Debtors disclosed total assets of $10 million to $50 million
and total liabilities of $10 million to $50 million.
Bielli & Klauder, LLC, serves as lead bankruptcy counsel to the
Debtors. The Debtors hired SSG Advisors, LLC, and Young America
Capital, LLC, as investment banker.
On July 18, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Lowenstein Sandler LLP, as counsel, Gellert Scali Busenkell &
Brown, LLC, as Delaware counsel, and Teneo Restructuring and Teneo
Capital LLC, as investment banker.
SOUTHCROSS HOLDINGS: S&P Puts 'CCC+' CCR on CreditWatch Positive
----------------------------------------------------------------
American Midstream Partners L.P. (AMID) announced a merger
agreement to acquire Southcross Holdings Borrower L.P. (Holdings)
and its master limited partnership (MLP), Southcross Energy
Partners L.P., for a total consideration of approximately $813
million, which includes all outstanding debt at the Southcross
entities.
The acquisition is expected to be immediately accretive to AMID's
2018 distributable cash flow.
S&P Global Ratings said it placed its 'CCC+' corporate credit and
senior secured debt ratings on Southcross Holdings Borrower L.P. on
CreditWatch with positive implications. The '3' recovery rating on
the debt is unchanged. The '3' recovery rating reflects S&P's view
of meaningful (50%-70%; rounded estimate: 50%) recovery in the
event of a payment default.
S&P said, "We also placed our 'CCC+' corporate credit and senior
secured debt ratings on Southcross Energy Partners L.P. on
CreditWatch with positive implications. The '3' recovery rating is
unchanged. The '3' recovery rating reflects our view of meaningful
recovery (50%-70%; rounded estimate: 60%) in the event of a payment
default.
"The positive CreditWatch listing of both Southcross entities and
their secured debt reflects our expectation that we will raise the
ratings in line with those of AMID. We've placed our ratings on
AMID on CreditWatch with negative implications following the merger
announcement. The Southcross entities will be integrated with
AMID's operations and be immediately accretive to AMID's 2018
distributable cash flow. AMID's pro forma asset base will be fully
integrated across the midstream value chain, and we expect the
transaction to improve AMID's scale. AMID will assume the high debt
balance of the consolidated Southcross enterprise, which includes
approximately $657 million of outstanding debt as of June 30,
2017.
"We expect to resolve the CreditWatch listing on Southcross
Holdings and Southcross Energy Partners when the transaction with
American Midstream closes. At that time, we expect to raise the
corporate credit rating of both entities in line with that on
American Midstream."
SPECTRUM HEALTHCARE: Can Continue Using Cash on Interim Basis
-------------------------------------------------------------
Judge Hon. James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut has entered a fifteenth order granting
Spectrum Healthcare LLC, and its debtor-affiliates interim
authorization to use the cash collateral.
The further hearing on the continued use of cash collateral will be
held on Nov. 30, 2017 at 2:30 p.m.
The Debtors' secured creditors are: (1) MidCap Funding IV LLC, as
assignee of MidCap Financial, LLC; (2) CCP Finance I, LLC, as
assignee of Nationwide Health Properties, LLC, as Lender under the
NHP Loan; (3) CCP Park Place 7541 LLC and CCP Torrington 7542 LLC,
as agents for NHP with respect to the NHP Lease; (4) Love Funding
Corporation; (5) the Secretary of Housing and Urban Development, as
additional secured party with LFC; and (6) the State of Connecticut
Department of Revenue Services.
The Debtors are authorized to pay only their current expenses as
reflected in the Budget. However, Spectrum Manchester Realty or its
assignee, MidCap, as the case may be, and the CCP Landlords reserve
the right to assert any accrued but unpaid rent or other lease
obligations owed or to become owed to them, respectively, as
administrative expense claims.
Such Administrative Rent Claims will be subordinate to any unpaid,
non-professional administrative expenses at the conclusion of the
sale process contemplated by the Order or any wind down process
that may occur in these cases, except, to the extent of $6,000 per
week of rent for each of the CCP Landlords and Spectrum Manchester
Realty or its assignee, MidCap Funding, as the case may be, as to
such subordination.
The Debtors are authorized to adequately protect the Secured
Parties by
(a) granting to them replacement liens on the Collection
Accounts and the debtor-in-possession accounts of the Debtors, to
the same extent (if any) and with the same validity, enforceability
and priority as the MidCap Prepetition Liens, the NHP Prepetition
Liens, the CCP Landlords' Prepetition Liens and the LFC Prepetition
Liens (along with HUD's lien as additional secured party) had (and
after application of the terms and conditions of the NHC
Intercreditor Agreement and the LFC Intercreditor Agreement)
against the Debtors' deposit accounts and other assets prior to the
Petition Date; and
(b) making weekly adequate protection payments of $10,000 to
Midcap through the duration of the Order. In addition, having
ceased operations and vacated its leased premises, Spectrum
Torrington will remit to MidCap, on or before December 4, 2017, the
sum of all collections received for the period of this budget less
$50,000 for expenses and a reserve amount.
The Secured Parties are also granted an additional replacement lien
in cash collateral, accounts including health-care insurance
receivables and governmental healthcare receivables and all
proceeds thereof whether deposited in the Collections Accounts, any
payment account or elsewhere, and other collateral in which each of
the Secured Parties held a security interest prepetition, whether
acquired before or after the Petition Date.
A full-text copy of the 15th Order, dated Oct. 31, 2017, is
available at https://is.gd/MPfI4m
About Spectrum Healthcare
Spectrum Healthcare LLC is a nursing home operator. Spectrum is a
management company that is responsible for the operations of
Spectrum Healthcare Torrington, LLC, Spectrum Healthcare Derby,
LLC, Spectrum Healthcare Hartford, LLC, and Spectrum Healthcare
Manchester, LLC.
Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Lead Case No. 12-22206) on Sept. 10,
2012, and after eight months of operating in Chapter 11, the
Debtors confirmed a joint Chapter 11 plan of reorganization and
emerged from bankruptcy on May 7, 2013.
Spectrum Healthcare, LLC, and its affiliates again sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn.
Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. Sean Murphy,
chief financial officer, signed the petitions.
Spectrum Healthcare, LLC, disclosed $282,369 in assets and
estimated less than $1 million in liabilities. Affiliate Spectrum
Healthcare Derby disclosed $2,068,467 in assets and estimated less
than $10 million in debt.
Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica
Grossarth, Esq., at Pullman & Comley, LLC, are the Debtors'
attorneys. Blum, Shapiro & Co., P.C., serves as their accountant
and financial advisor.
On Oct. 21, 2016, an official committee of unsecured creditors was
appointed in the bankruptcy cases.
William K. Harrington, the U.S. Trustee for the District of
Connecticut, appointed Nancy Shaffer, M.A., a member of the
Connecticut Long Term Care Ombudsman's Office, as the Patient Care
Ombudsman for the Debtors.
SPECTRUM HEALTHCARE: New Plan Discloses MidCap's $1.2MM Overadvance
-------------------------------------------------------------------
Spectrum Healthcare Manchester, LLC, filed with the U.S. Bankruptcy
Court for the District of Connecticut a third amended disclosure
statement for its proposed plan of reorganization dated Oct. 24,
2017.
This latest filing provides that Manchester will receive financial
accommodations from MidCap, to be more fully documented on or prior
to the Confirmation Date. MidCap will provide a $3 million
revolving loan facility, which will include, as of the Effective
Date, a $1,235,000 overadvance. The Exit Financing Facility will
replace the Debtor's obligations under the MidCap Revolving Credit
Agreement, and $1,590,000 of the outstanding balance due under the
MidCap Revolving Credit Agreement will be rolled into the Exit
Financing Facility. $306,250 in Professional Fees will be paid from
the proceeds of the Exit Financing Facility.
An earlier version of the plan stated that the overadvance is
$1,160,000, and the Professional Fees is only $185,000.
If the additional $80,000 of the Debtors' Professional Fees are not
satisfied pursuant to the carve-out from MidCap's collateral, the
balance of any unpaid allowed Professional Fees will be satisfied
from any excess cash generated by the Reorganized Debtor after
payment of all ordinary course expenses.
The Debtors' Professionals will be forever barred and estopped from
asserting any claim for professional fees against the Reorganized
Debtor, any of the other Debtors (except in connection with the
carve-outs from MidCap's collateral, any excess cash generated by
the Reorganized Debtor after payment of all ordinary course
expenses, or as may be agreed upon in connection with the
confirmation of a plan of reorganization for, or other disposition
of the Chapter 11 case of, Derby), or MidCap, and the Debtors'
Professionals sole recourse with respect to professional fees other
than those paid from the proceeds of the Exit Financing Facility
shall be to the carve-outs from MidCap's collateral, any excess
cash generated by the Reorganized Debtor after payment of all
ordinary course expenses, or as may be agreed upon in connection
with the confirmation of a plan of reorganization for, or other
disposition of the Chapter 11 Case of, Derby.
A full-text copy of the Third Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/ctb16-21635-584.pdf
About Spectrum Healthcare
Spectrum Healthcare, LLC, and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos.
16-21635 to 16-21639) on Oct. 6, 2016. The petitions were signed
by Sean Murphy, chief financial officer.
The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC. Blum, Shapiro & Co., P.C. serves as their accountant and
financial advisor.
At the time of filing, the Debtors listed these assets and
liabilities:
Total Estimated
Assets Liabilities
---------- -----------
Spectrum Healthcare $282,369 $500K-$1M
Spectrum Healthcare Derby $2,068,467 $1M-$10M
Spectrum Healthcare Hartford $4,188,568 N/A
Spectrum Healthcare Manchester, LLC $2,729,410 N/A
Spectrum Healthcare Torrington, LLC $3,321,626 N/A
William K. Harrington, the U.S. Trustee for the District of
Connecticut, appointed Nancy Shaffer, M.A., a member of the
Connecticut Long Term Care Ombudsman's Office, as the Patient Care
Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare
Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum
Healthcare Torrington, LLC.
Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.
STATE TECHNOLOGY: Allowed to Use Cash Collateral on Interim Basis
-----------------------------------------------------------------
The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona has entered a Stipulated Interim Order
authorizing State Technology & Manufacturing LLC to use the cash
collateral up to and through a hearing scheduled for Nov. 8, 2017,
at 1:30 p.m., as set forth in the budget.
The Debtor will pay (a) to Celtic Bank Corporation the sum of
$4,000 per month, and (b) to Credibly the sum of $2,000 per month,
commencing Nov. 5, 2017, as adequate protection payments. Such
payments will be applied first to interest and then to principal.
At the expiration of Dec. 8, 2017, Celtic Bank's and Credibly's
consent to the use of cash collateral, and Debtor's right to use
cash collateral, will terminate, unless further extended by the
parties.
The Debtor is required to deposit and segregate all Cash,
postpetition revenue, and account proceeds in separate bank
accounts serving as its debtor-in-possession bank account. The
Debtor may withdraw funds from the DIP Account as necessary to pay
operating and essential expenses only in accordance with the Budget
and the Order.
The lien and security interests of Celtic Bank and Credibly in the
cash collateral will continue notwithstanding deposit in the DIP
Account. As additional adequate protection of the interest of
Celtic Bank, Credibly, and other creditors with an interest in the
cash collateral, all creditors with an interest in the cash
collateral as of the Petition Date are granted liens and security
interests on all existing and hereafter acquired property and
assets of the Debtor of every kind and character, including, but
not limited to, all post-petition accounts receivable, to the
extent and in the same validity, priority, and enforceability that
Celtic Bank, Credibly and such creditors prepetition liens on the
Prepetition Collateral.
A full-text copy of the Order, dated Oct. 30, 2017, is available at
https://is.gd/Xwq7MY
Attorneys for Case Properties:
Bradley D. Pack, Esq.
ENGELMAN BERGER, P.C.
3636 N. Central Avenue, Ste. 700
Phoenix, AZ 85012
Attorneys for Celtic Bank Corporation:
Neal H. Bookspan, Esq.
JABURG & WILK, P.C.
3200 N. Central Avenue, Ste. 2000
Phoenix, AZ 85012
Attorneys for Credibly:
Anthony F. Giuliano, Esq.
PRYOR & MANDELUP, L.L.P.
675 Old Country Road
Westbury, New York 11590
About State Technology
State Technology & Manufacturing LLC filed a voluntary Chapter 11
petition (Bankr. D. Ariz. Case No. 17-09940) on Aug. 24, 2017.
Cindy Greene, Esq., and Carlene Simmons, Esq., at Simmons & Greene,
P.C., serve as the Debtor's bankruptcy counsel.
STERLING MID-HOLDINGS: S&P Lowers ICR to 'CC' on Cash Tender Offer
------------------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on
Sterling Mid-Holdings Ltd. and its rated subsidiaries to 'CC' from
'CCC+'. The outlook is negative.
S&P said, "At the same time, we lowered the ratings on the
company's senior secured PIK toggle notes and senior secured notes
to 'CC' from 'CCC-'. The recovery rating on the notes remains '6',
indicating our expectation for negligible recovery (0%-10%) in the
event of default."
On Oct. 20, 2017, LSF8 Sterling Partners L.P., an affiliate of Lone
Star Funds that owns DFC Global Corp. through Sterling
Mid-Holdings, announced a cash tender offer for any and all of DFC
Finance Corp's 10.5%/12.0% senior secured PIK toggle notes due 2020
and 10.5% senior secured notes due 2020. S&P said, "We view the
proposed transactions as a distressed debt exchange tantamount to a
default. If the transaction occurs, we expect to lower the issuer
credit rating to 'SD' (selective default) and the rating on the
senior notes to 'D' (default)."
The outlook is negative. S&P expects to lower the issuer credit
rating to 'SD' and the rating on the senior notes to 'D' when the
tender offer is finalized.
Following the completion of the offer and downgrade to default, S&P
will likely raise the issuer credit rating after completing a
review that takes into account the results of the exchange.
SUBDIVISION OF SILVER: Secured Creditor Tries to Block Plan OK
--------------------------------------------------------------
Secured creditor Dr. Jack Christie filed with the U.S. Bankruptcy
Court for the Southern District of Texas an objection to the
confirmation of Subdivision of Silver City, LLC's Chapter 11 plan
and disclosure statement.
Dr. Christie says that the Court should deny confirmation because
the Plan (i) is not feasible and lacks adequate disclosure of the
Debtor's financial projections and ability to perform under the
Plan; and (ii) was proposed with an impermissible purpose
indicative of a lack of good faith. In sum, the Plan is fatally
flawed, and the Debtor has no prospects for a successful
reorganization.
Dr. Christie adopts the arguments and objects regarding the Plan's
lack of feasibility, the Debtor's failure to comply with applicable
provisions of Title 11, objections to the Disclosure Statement and
alternative request for conversion to Chapter 7 raised in secured
creditor Gary Bensema's objection to confirmation of the Plan and
approval of the Disclosure Statement, and alternative motion to
convert to a case under Chapter 7, and in New York Mutual LLC's
objection to Disclosure Statement and Plan.
According to Dr. Christie, the Debtor's income projections provided
in Exhibit B to the Disclosure Statement show an insufficient
amount available to make payments proposed under the Plan after the
Debtor's other fixed and routine operating expenses are paid.
Furthermore, the monthly operating reports filed to date to do give
any comfort that the Plan is feasible. The Debtor has an
inconsistency in the Plan regarding payment to Dr. Christie, and
the Disclosure Statement does not provide reasonable disclosure.
Ultimately, it appears that the Debtor will more than likely seek
further reorganization or liquidation prior to consummating the
Plan.
Dr. Christie points out that Debtor has not included all its assets
on the Schedules. The Debtor failed to explain the value transfers
of properties, including the property on which Dr. Christie has a
lien. Furthermore, the Debtor fails to explain why the transfers
are not being pursed and states that the Debtor does not believe
there are any preference actions or fraudulent transfer actions to
pursue. Less than 90 days prior to filing this case, Debtor
transferred the Lot 14 in Block 2, of Lake Breeze Section One, a
subdivision in Montgomery County, Texas, according to the Final
Plat thereof found in Cabinet Z, Sheets 311 and 312 of the Plat
Records of Montgomery County, Texas, to Catherine Kekeocha and
failed to mention the transfer on the Schedules, Statement of
Financial Affairs or Disclosure Statement. The Property is valued
at $175,170 pursuant to Montgomery County
Appraisal District. The Debtor fails to explain why the equity in
the Property should not be used to pay creditors.
On information and belief, there is no impaired accepting class,
and the Plan discriminates unfairly and is not fair and equitable.
Dr. Christie claims that the Disclosure Statement provided false or
misleading information in at least the following respects:
a. the Disclosure Statement did not address the significant
and material unlisted assets and transactions;
b. the Disclosure Statement stated no insider would receive
distributions or payments during the term of the Plan, but
Peter Hill, an insider, is still receiving a salary
postpetition;
c. the Disclosure Statement greatly overstates the Debtor's
projected monthly post-petition income; and
d. the Disclosure Statement and Chapter 11 Plan is
inconsistent in accounting for projections of income and
expenses, stating some on a monthly basis and some on a
quarterly basis, thus hiding the fact the Debtor does not
have sufficient post-petition income to meet the promised
payments to pre-petition creditors under the Chapter 11
Plan.
A copy of the Objection is available at:
http://bankrupt.com/misc/txsb17-32789-59.pdf
As reported by the Troubled Company Reporter on Sept. 18, 2017, the
Debtor filed a disclosure statement describing its plan of
reorganization, which proposes to pay Class 5 allowed unsecured
creditors in full over 60 months with equal quarterly payments
starting on April 15, 2018.
Dr. Christie is represented by:
Brendetta A. Scott, Esq.
HOOVER SLOVACEK LLP
Galleria Tower II
5051 Westheimer, Suite 1200
Houston, Texas 77056
Tel: (713) 977-8686
Fax: (713) 977-5395
E-mail: scott@hooverslovacek.com
About Subdivision of Silver City
Subdivision of Silver City, LLC, based in Willis, Texas, filed a
Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-32789) on May 1,
2017. In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities. Peter W. Hill, managing
member, signed the petition.
The Hon. Jeff Bohm presides over the case. Margaret M. McClure,
Esq., at the Law Office of Margaret M. McClure, serves as
bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
SUNVALLEY SOLAR: Wins $4.86M Judgment in Product Liability Suit
---------------------------------------------------------------
SunValley Solar, Inc., has been awarded a default judgment for
damages and other costs in its legal dispute with Baoding Tianwei
Solarfilms, which has been pending in the Superior Court of
California, County of Los Angeles as Sunvalley Solar, Inc. v.
Baoding Tianwei Solarfilms Co., Ltd., Case No. KC066342, according
to a Form 8-K report filed with the Securities and Exchange
Commission.
In January of 2011, Baoding Tianwei Solarfilms entered into an
agreement with the Company to manufacture customized panels for the
Company's customers. The Company later incurred damages due to
defective equipment provided from the manufacturer and filed suit.
On Sept. 7, 2017, the court awarded the Company a default judgment
against Baoding Tianwei Solarfilms in the total amount of
$4,864,722.
About Sunvalley Solar
Sunvalley Solar, Inc., is a California-based solar power technology
and system integration company. Since the inception of its
business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.
Sunvalley Solar reported a net loss of $999,000 on $8.49 million of
revenue for the year ended Dec. 31, 2016, compared to net income of
$195,800 on $5.78 million of revenue for the year ended Dec. 31,
2015. As of June 30, 2017, Sunvalley Solar had $5.69 million in
total assets, $4.68 million in total liabilities and $1.01 million
in total stockholders' equity.
Sadler, Gibb & Associates, LLC, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016. The Company has suffered net losses and has
accumulated a significant deficit. The auditors said these factors
raise substantial doubt about the Company's ability to continue as
a going concern.
SV CARE: Needs Access to Cash to Defray Expenses Until Dec. 30
--------------------------------------------------------------
SV Care, LLC seeks authorization from the U.S. Bankruptcy Court for
the Northern District of Illinois to use certain cash and cash
equivalents in which MidCap Funding IV, LLC and the U.S. Department
of Housing and Urban Development assert an interest.
The Debtor asserts that it is essential the Debtor be authorized to
use cash collateral to pay its typical and customary operating
expenses in order for the Debtor to continue to operate its
business and manage its financial affairs in the ordinary course
and effectuate an effective reorganization.
The proposed Budget provides the Debtor's monthly cash flow
projections for the week ending November 4, 2017 through the week
ending December 30, 2017, and itemizes the Debtor's cash needs --
approximately $ 1,332,153 -- during the relevant period.
The Related Debtors are CC Care, LLC; BT Bourbonnais Care, LLC; CT
Care, LLC; JLM Financial Healthcare, LP; FT Care, LLC; JT Care,
LLC; KT Care, LLC; TN Care, LLC; SV Care, LLC; and WCT Care, LLC.
Except for JLM Financial Healthcare, the related Debtors operate
long-term care facilities. JLM Financial Healthcare is the sole
member and owner of each of the Operating Debtors.
On July 2012, the Operating Debtors entered into a financing
transaction with MidCap Funding IV, LLC that was amended numerous
times through the present. The MidCap Loans are in the nature of
revolving credit lines funded from and secured by the accounts
receivable of the Operating Debtors. As of the Petition Date, the
approximate balance due to MidCap is $8,700,000.
The U.S. Department of Housing and Urban Development is asserting
liens against the Debtor's assets, including cash collateral, which
secures an aggregate indebtedness of approximately $96,000,000 owed
to HUD by certain related non-Debtors for mortgages extended to
such non-Debtors. These mortgages are on the properties from which
the Related Debtors operate their business.
The Debtor proposes use cash collateral and to provide adequate
protection to MidCap and HUD upon the following terms and
conditions:
(a) The Debtor will permit MidCap and HUD to inspect the
Debtor's books and records;
(b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and other damage;
(c) Upon reasonable request, the Debtor will make available to
MidCap and HUD evidence of that which purportedly constitutes their
collateral or proceeds;
(d) The Debtor will properly maintain its assets in good
repair and properly manage its business; and
(e) MidCap and HUD will be granted valid, perfected,
enforceable security interests in and to the Debtor's post-petition
assets, including all proceeds and products which are now or
hereafter become property of the estate to the extend and priority
of their alleged pre-petition liens, if valid, but only to the
extent of any diminution in the value of such assets during the
commencement of the Debtor's Chapter 11 case through the next
hearing on the use of cash collateral.
A full-text copy of the Debtor's Motion, dated October 31, 2017, is
available at http://tinyurl.com/ycwxlydo
A copy of the Debtor's Budget is available at
http://tinyurl.com/ycywfa8p
About CC Care and Affiliates
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Illinois
FT Care Frankfort Terrace Nursing Center, Frankfort, Illinois
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Illinois
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, manager and designated
representative, signed the petitions.
Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No.
17-32411 is assigned to Judge Deborah L. Thorne.
At the time of filing, the CC Care estimated $1 million to $10
million in assets and liabilities.
The Debtors are represented by Crane, Heyman, Simon, Welch & Clar
and Burke Warren Mackay & Serritella P.C.
TERRAVIA HOLDINGS: Examiner Hires Bielli & Klauder as Counsel
-------------------------------------------------------------
David M. Klauder, the Fee Examiner of Terravia Holdings, Inc., and
its debtor-affiliates, seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Bielli & Klauder, LLC,
as counsel to the Fee Examiner.
The Fee Examiner requires Bielli & Klauder to:
a. review the Fee Applications and related invoices for
compliance with: i. Sections 328, 329, 330 and 331 of the
Bankruptcy Code; ii. Rule 2016 of the Bankruptcy Rules;
iii. Local Rule 2016-2 of the Local Rules; iv. The U.S.
Trustee Guidelines for Reviewing Applications for
Compensation & Reimbursement of Expenses filed under
11 U.S.C. Section 330; and v. The Fee Examiner Order
and together with the Local Rules and the UST
Guidelines;
b. assist the Fee Examiner in any hearings or other
proceedings before the Court to consider the Fee
Applications including, without limitation, advocating
positions asserted in the reports filed by the Fee
Examiner and on behalf of the Fee Examiner;
c. assist the Fee Examiner with legal issues raised by
inquiries to and from the Retained Professionals and
any other professional services provider retained by
the Fee Examiner;
d. attend meetings between the Fee Examiner and the
Retained Professionals;
e. assist the Fee Examiner with the preparation of
preliminary and final reports regarding professional
fees and expenses;
f. assist the Fee Examiner in developing protocols and
making reports and recommendations; and
g. provide such other services as the Fee Examiner may
request.
Bielli & Klauder will be paid at these hourly rates:
Members $350
Of Counsels $325
Associates $205
Law Clerks $175
Paralegals $150
Bielli & Klauder will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Thomas D. Bielli, member of Bielli & Klauder, 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.
Bielli & Klauder can be reached at:
Thomas D. Bielli, Esq.
BIELLI & KLAUDER, LLC
9 West 3rd Street
Media, PA 19063
Tel: (484) 441-6444
Fax: (215) 754-4177
E-mail: tbielli@bk-legal.com
About Terravia Holdings, Inc.
Headquartered in South San Francisco, California, TerraVia
Holdings, Inc. (NASDAQ:TVIA) -- http://www.terravia.com/-- is a
plant-based food, nutrition and specialty ingredients company that
harnesses the power of algae, the mother of all plants and earth's
original superfood. TerraVia also manufactures a range of specialty
personal care ingredients for key strategic partners.
On Aug. 2, 2017, TerraVia Holdings, Inc., and its wholly owned U.S.
subsidiaries filed voluntary petitions under chapter 11 of title 11
of the United States Code (Bankr. D. Del. Lead Case No. 17-11655).
The subsidiary debtors in the Chapter 11 cases are Solazyme Brazil
LLC and Solazyme Manufacturing 1, LLC.
The Debtors sought bankruptcy protection after reaching a deal to
sell the assets to Corbion N.V. for $20 million in cash plus the
assumption of liabilities.
The Debtors hired Davis Polk & Wardwell LLP as their lead counsel
and Richards, Layton & Finger, P.A., as co-counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims agent.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
On October 16, 2017, David M. Klauder was appointed as the Fee
Examiner for these cases. The Fee Examiner hires Bielli & Klauder,
LLC, as counsel.
TEXAS FLUORESCENCE: Has Court's Nod to Borrow From Francisco Conti
------------------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas has entered an order granting Texas Fluorescence
Laboratories, Inc.'s second motion to borrow on a secured basis
from Francisco Conti.
The Court approved a second loan from Conti after finding that no
financing with similar or more advantageous terms, on a general
unsecured or secured basis, appears to be available to the Debtor.
A copy of the Order is available at:
http://bankrupt.com/misc/txwb17-10517-70.pdf
The Debtor's borrowing from Francisco Conti was approved with
postpetition claim being secured by a first priority deed of trust
lien on the following real estate owned by the Debtor, with the
lien being subordinate only to Travis County's first priority
statutory lien for property taxes: Portion of Lot 16, Capitol View
Estates, a subdivision in Travis County, Texas, consisting of 2.123
acres of land, plus improvements, commonly referred to as 9415
Capitol View Drive, Austin, Texas 78747.
About Texas Fluorescence
Texas Fluorescence Laboratories, Inc., a small business debtor as
defined in 11 U.S.C. Sec. 101(51D), develops products for designing
fluorescent and molecular probes. It develops ion indicators,
ionophores, PKC indicators, general fluorophores, and surfactants
for cell biology, biochemistry, biomolecular screening, molecular
biology, microbiology, and neuroscience. The company also provides
probes for electrophysiology, live-cell function, receptors and ion
channels, in situ hybridization, signal transduction, and
ribonucleic acid and deoxyribonucleic acid; and pH indicators; as
well as membrane potential; flow cytometry; and custom synthesis
products. TEF Labs, Inc., is based in Austin, Texas.
Texas Fluorescence Laboratories filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 17-10517) on May 1, 2017. The Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. The petition was signed by Akwasi Minta, director and
officer.
The Hon. Tony M. Davis presides over the case.
B. Weldon Ponder, Jr., Esq., at B. Weldon Ponder, Jr., Attorney at
Law, serves as bankruptcy counsel to the Debtor.
TN CARE: Needs Access to Cash Collateral Through End of 2017
------------------------------------------------------------
TN Care, LLC seeks authorization from the United States Bankruptcy
Court for the Northern District of Illinois to use certain cash and
cash equivalents in which MidCap Funding IV, LLC and the U.S.
Department of Housing and Urban Development assert an interest.
The Related Debtors are CC Care, LLC; BT Bourbonnais Care, LLC; CT
Care, LLC; JLM Financial Healthcare, LP; FT Care, LLC; JT Care,
LLC; KT Care, LLC; TN Care, LLC; SV Care, LLC; and WCT Care, LLC.
Except for JLM Financial Healthcare, the related Debtors operate
long-term care facilities. JLM Financial Healthcare is the sole
member and owner of each of the Operating Debtors.
The Debtor is a party to a financing transaction with MidCap
Funding IV, LLC that was amended numerous times through the
present. The MidCap Loans are in the nature of revolving credit
lines funded from and secured by the accounts receivable of the
Operating Debtors. As of the Petition Date, the approximate balance
due to MidCap is $8,700,000.
The U.S. Department of Housing and Urban Development is asserting
liens against the Debtor's assets, including cash collateral, which
secures an aggregate indebtedness of approximately $96,000,000 owed
to HUD by certain related non-Debtors for mortgages extended to
such non-Debtors. These mortgages are on the properties from which
the Related Debtors operate their business.
The Debtor asserts that it is essential that it be allowed to use
cash collateral to pay its typical and customary operating expenses
in order for the Debtor to continue to operate its business and
manage its financial affairs in the ordinary course and effectuate
an effective reorganization.
The Debtor's monthly cash flow projections for the week ending
November 4, 2017 through the week ending December 30, 2017 – a
total cash disbursements of $987,976.
The Debtor proposes to provide these forms of adequate protection
to MidCap and HUD:
(a) The Debtor will permit MidCap and HUD to inspect the
Debtor's books and records;
(b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and other damage;
(c) Upon reasonable request, the Debtor will make available to
MidCap and HUD evidence of that which purportedly constitutes their
collateral or proceeds;
(d) The Debtor will properly maintain its assets in good
repair and properly manage its business; and
(e) MidCap and HUD will be granted valid, perfected,
enforceable security interests in and to the Debtor's post-petition
assets, including all proceeds and products which are now or
hereafter become property of the estate to the extend and priority
of their alleged pre-petition liens, if valid, but only to the
extent of any diminution in the value of such assets during the
commencement of the Debtor's Chapter 11 case through the next
hearing on the use of cash collateral.
A full-text copy of the Debtor's Motion, dated October 31, 2017, is
available at http://tinyurl.com/ybz6ofsy
A copy of the Debtor's Budget is available at
http://tinyurl.com/yd7a9mmk
About CC Care and Affiliates
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Illinois
FT Care Frankfort Terrace Nursing Center, Frankfort, Illinois
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Illinois
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, manager and designated
representative, signed the petitions.
Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No.
17-32411 is assigned to Judge Deborah L. Thorne.
At the time of filing, the CC Care estimated $1 million to $10
million in assets and liabilities.
The Debtors are represented by Crane, Heyman, Simon, Welch & Clar
and Burke Warren Mackay & Serritella P.C.
TOP TIER SITE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Top Tier Site Development, Corp.
210 Kenneth Welch Drive
Lakeville, MA 02347
Type of Business: Top Tier Site Development, Corp. --
http://www.tt-sd.com-- is a full service
contracting company with a focus on wireless
communication, commercial and residential
construction.
Chapter 11 Petition Date: November 2, 2017
Case No.: 17-14107
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Joan N. Feeney
Debtor's Counsel: James P. Ehrhard, Esq.
EHRHARD & ASSOCIATES, P.C.
250 Commercial Street, Suite 410
Worcester, MA 01608
Tel: 508-791-8411
E-mail: ehrhard@ehrhardlaw.com
Total Assets: $1.96 million
Total Liabilities: $5.41 million
The petition was signed by Robert Santoro, president.
A full-text copy of the petition, along with a list of 20 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/mab17-14107.pdf
TOYS "R" US: Curtis Mallet-Prevost Tapped as Conflicts Counsel
--------------------------------------------------------------
Toys "R" Us - Delaware, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire
Curtis, Mallet-Prevost, Colt & Mosle LLP as legal counsel.
The firm will provide legal advice to the Debtor's independent
directors, Alan Carr and Neal Goldman, on matters related to its
Chapter 11 case in which a conflict exists between the Debtor and
its shareholders or affiliates.
The firm's hourly rates are:
Partners $830 - $990
Of Counsel $725
Associates $375 - $680
Paraprofessionals $225 - $255
Curtis received a retainer from the Debtor in the amount of
$150,000.
Steven Reisman, Esq., a partner at Curtis, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Reisman disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements, and that no professional at the firm has varied his
rate based on the geographic location of the Debtor's bankruptcy
case.
Mr. Reisman also disclosed that his firm represented the Debtor
during the 12-month period before the petition date using the
hourly rates in effect prior to October 1, which range from $810 to
$960 for partners, $360 to $660 for associates, $225 to $245 for
paraprofessionals, and $700 for of counsel.
The Debtor has already approved the firm's budget and staffing plan
through December 31, 2017, Mr. Reisman further disclosed.
The firm can be reached through:
Steven J. Reisman, Esq.
Theresa A. Foudy, Esq.
Cindi M. Giglio, Esq.
Shaya Rochester, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, NY 10178
Tel: (212) 696-6000
Fax: (212) 697-1559
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.
TOYS "R" US: Giraffe Taps Shaw Fishman as Conflicts Counsel
-----------------------------------------------------------
Giraffe Holdings LLC and two other subsidiaries of Toys "R" Us Inc.
seek approval from the U.S. Bankruptcy Court for the Eastern
District of Virginia to hire Shaw Fishman Glantz & Towbin LLC as
legal counsel.
The firm will provide legal services to the company, Giraffe Junior
Holdings LLC, Toys "R" Us Property Company II, LLC and their
independent managers, Gary Begeman and Kurt Cellarin, in all
conflicts of interest between them and their members or affiliates
that may arise in connection with their Chapter 11 cases.
The firm's hourly rates range from $390 to $725 for members, $395
to $475 for of counsel, $270 to $365 for associates, and $145 to
$220 for paraprofessionals. Shaw Fishman received a pre-bankruptcy
retainer from the Debtors in the amount of $150,000.
Robert Fishman, Esq., member of Shaw Fishman, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Fishman disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.
Mr. Fishman also disclosed that no professional at the firm has
varied his rate based on the geographic location of the Debtors'
bankruptcy cases, and that the hourly rates applied by the firm
with respect to its representation of the Debtors during the
12-month period before the petition date were the same as the
hourly rates it will charge them in connection with the
engagement.
The Debtors have already approved the firm's budget and staffing
plan for the period September 18 to December 31, 2017, Mr. Fishman
further disclosed.
The firm can be reached through:
Robert M. Fishman, Esq.
Peter J. Roberts, Esq.
Allison B. Hudson, Esq.
Shaw Fishman Glantz & Towbin LLC
321 North Clark Street, Suite 800
Chicago, IL 60654
Tel: (312) 541-0151
Fax: (312) 980-3888
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.
TOYS "R" US: Seeks to Hire Ernst & Young as Auditor
---------------------------------------------------
Toys "R" Us, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire Ernst
& Young LLP as their auditor.
The primary services to be provided by Ernst & Young include an
audit of the consolidated financial statements for certain Debtors
for the year ended February 3, 2018; and a review of the unaudited
interim financial information for certain Debtors before they file
their Form 10-Q. The firm estimates that its fees will be
approximately $2,525,220.
Ernst & Young has also agreed to provide additional services, which
include those related to audit such as research and accounting
consultation, and those associated with the Debtors' reorganization
filings and necessary to prepare employment and fee applications.
The hourly rates charged by the firm for the additional services
are:
Partner/Principal/Executive Director $695 - $775
Senior Manager $595 - $675
Manager $495 - $575
Senior $380 - $475
Staff $215 - $280
Admin/Intern $70 - $100
Carmine Romano, a partner at Ernst & Young, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
Ernst & Young can be reached through:
Carmine Romano
Ernst & Young LLP
5 Times Square
New York, NY 10036-6530
Tel: +1 212-773-3000
Fax: +1 212-773-6350
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.
TOYS "R" US: Taps KPMG as Tax Consultant & Internal Audit Advisor
-----------------------------------------------------------------
Toys "R" Us, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire KPMG
LLP as their tax consultant and internal audit advisor.
The firm will provide these services in connection with the
Debtors' Chapter 11 cases:
(a) Analysis as to the federal, state, and local tax
implications of the restructuring. The firm will be
paid at these hourly rates:
Discounted Rates
----------------
Partners/Principals $750 - $765
Managing Directors $690 - $705
Senior Managers $645 - $690
Managers $525 - $630
Senior Associates $450 - $465
Associates $270 - $285
Paraprofessionals $165 - $225
(b) Assistance with respect to the completion of bilateral
Advance Pricing Agreements for certain intercompany
transactions. The firm will be paid at these hourly
rates:
Discounted Rates
----------------
Partners $895
Managing Directors $860
Senior Managers $755
Managers $650
Senior Associates $525
Associates $315
Para-Professionals $175
(c) Transfer pricing documentation services, transfer
pricing services related to the China Advance Pricing
Agreements and the Asia-Pacific analysis. The firm will
be paid at these hourly rates:
Discounted Rates
----------------
Partners $830
Managing Directors $800
Senior Managers $700
Managers $605
Senior Associates $490
Associates $295
Para-Professionals $165
(d) Canadian planning assistance. The firm will be paid at
these hourly rates:
Discounted Rates
----------------
Partners $830
Managing Directors $800
Senior Managers $700
Managers $605
Senior Associates $490
Associates $295
Para-Professionals $165
(e) Assistance with respect to the mapping of information
that needs to be considered for country by country
reporting purposes. The firm will be paid at these
hourly rates:
Discounted Rates
----------------
Partners $563 - $638
Managing Directors $563 - $613
Senior Managers $463 - $538
Managers $388 - $463
Senior Associates $275 - $375
Associates $213 - $225
Para-Professionals $125 - $163
(f) Tax consulting, tax compliance and tax provision
services. The firm will be paid at these hourly rates:
Discounted Rates
----------------
Partners $675 - $765
Managing Directors $675 - $765
Senior Managers $555 - $645
Managers $465 - $555
Senior Associates $315 - $450
Associates $225 - $270
Para-Professionals $135 - $195
(g) Internal audit services. The firm will charge at these
discounted hourly rates:
Rate (US) Rate (KGS) Rate (SMP)
---------- ---------- ---------
Sr. Managers/Directors $270 $100 $300
Managers $220 $75 $280
Sr. Associates $165 $50 $225
Associates $105 $45 N/A
(h) State and local tax return review, reverse sales and use
tax services and value added tax recovery services. The
fee arrangement is:
* 25% of benefits received5 on total refunds up to
$1,000,000;
* 22.5% of benefits received on total refunds between
$1,000,001 and $2,000,000; and
* 20% of benefits received on any refunds totaling over
$2,000,001.
KPMG received a retainer in the total amount of $2,648,117 prior to
the petition date.
Howard Steinberg, a certified public accountant and partner of
KPMG, 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:
Howard Steinberg
KPMG LLP
919 Third Avenue, 10 Floor
Tel: +1 212 909 5400
Fax: +1 212 751 2109
Email: hbsteinberg@kpmg.com
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.
TOYS "R" US: Taps Ronald Page as Virginia Counsel
-------------------------------------------------
Toys "R" Us, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia to retain Ronald Page, PLC.
The firm will continue to provide legal advice as Virginia counsel
to directors, Alan Miller and Mohsin Meghji, on certain "conflict
matters" pursuant to the authority delegated to them under a
September 18 resolution adopted by the Debtor's board of
directors.
Ronald Page Jr., Esq., the firm's managing partner, charges an
hourly fee of $200 for his services. Paralegals will charge $80
per hour.
Mr. Page 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:
Ronald A. Page, Jr., Esq.
Ronald Page, PLC
P.O. Box 73524
Richmond, VA 23235
Tel: (804) 562-8704
Fax: (804) 482-2427
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.
TOYS "R" US: TRU Taj Seeks to Hire Dabney as Co-Counsel
-------------------------------------------------------
TRU Taj LLC and TRU Taj Finance, Inc. seek approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire
Dabney, PLLC as legal counsel.
Dabney will serve as co-counsel with Proskauer Rose LLP, the firm
tapped by the Debtors to provide legal advice to their independent
directors Jeffrey Stein and David Weinstein on certain "conflict
matters."
H. Slayton Dabney, Jr., Esq., the attorney who will be handling the
case, will charge an hourly fee of $450 for his services.
Mr. Dabney disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Dabney disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.
Mr. Dabney also disclosed that no professional at the firm has
varied his rate based on the geographic location of the Debtors'
bankruptcy cases, and that the firm has not represented the Debtors
in the 12 months prior to the petition date.
The Debtors have already approved the firm's budget and staffing
plan for the period September 27 to December 31, 2017, Mr. Dabney
further disclosed.
The firm can be reached through:
H. Slayton Dabney, Jr., Esq.
Dabney, PLLC
303 Grande Court
Richmond, VA 23229
Tel: (646) 549-1181
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.
TOYS R US: TRU Taj Taps Proskauer Rose as Conflicts Counsel
-----------------------------------------------------------
TRU Taj LLC and TRU Taj Finance, Inc. seek approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire
Proskauer Rose LLP as legal counsel.
The firm will provide legal advice to Jeffrey Stein and David
Weinstein, directors of the Debtors, on matters related to their
Chapter 11 cases in which a conflict exists between them and their
equity holders or affiliates.
The firm's hourly rates range from $775 to $1,475 for partners,
$875 to $1,125 for senior counsel, $495 to $1,025 for associates,
and $210 to $425 for paraprofessionals. Proskauer received a
retainer from the Debtors in the amount of $150,000.
Peter Young, Esq., a partner at Proskauer, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Young disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.
Mr. Young also disclosed that no professional at the firm has
varied his rate based on the geographic location of the Debtors'
bankruptcy cases, and that the hourly rates applied by the firm
with respect to its representation of the Debtors during the
12-month period before the petition date were the same as the
hourly rates it will charge them in connection with the
engagement.
The Debtors have already approved the firm's budget and staffing
plan for the period September 18 to December 31, 2017, Mr. Young
further disclosed.
The firm can be reached through:
Mark K. Thomas, Esq.
Peter J. Young, Esq.
Proskauer Rose LLP
70 West Madison, Suite 3800
Chicago, IL 60602-4342
Tel: (312) 962-3550
Fax: (312) 962-3551
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 17-34665) on
Sept. 19, 2017.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.
TOYS R US: Wayne RE Taps Klehr Harrison as Counsel for Managers
---------------------------------------------------------------
Wayne Real Estate Parent Company, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire Klehr
Harrison Harvey Branzburg LLP.
The firm will serve as legal counsel to Jonathan Foster and Paul
Leand who were appointed as independent managers of the Debtor.
Klehr Harrison will advise the independent managers in all
conflicts of interest between the Debtor and its shareholders or
affiliates that may arise in connection with the Chapter 11 cases
filed by the Debtor and affiliates including Toys "R" Us, Inc.
The firm's hourly rates range from $350 to $820 for its partners,
$295 to $475 for of counsel, $260 to $410 for associates, and $150
to $170 for paraprofessionals. Klehr Harrison received a retainer
from the Debtor in the amount of $150,000.
Morton Branzburg, Esq., a partner at Klehr Harrison, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Branzburg disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.
Mr. Branzburg also disclosed that no professional at his firm has
varied its rate based on the geographic location of the Debtor's
case, and that the current hourly rates for services charged by the
firm is consistent with the rates it charged prior to the petition
date.
The Debtor has already approved the firm's budget and staffing plan
for the period September 18 to December 31, 2017, according to Mr.
Branzburg.
The firm can be reached through:
Morton R. Branzburg, Esq.
Klehr Harrison Harvey Branzburg LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103
Tel: 215-569-2700
Fax: 215-568-6603
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. Cullen Drescher
Speckhart of Wolcott Rivers Gates is representing the Committee.
TRINITY RIVER: To Distribute Assets to Creditors Under Plan
-----------------------------------------------------------
Trinity River Resources, LP, filed with the U.S. Bankruptcy Court
for the Western District of Texas a disclosure statement dated Oct.
18, 2017, referring to the Debtor's first amended Chapter 11 plan
of liquidation dated Oct. 18, 2017.
The Plan proposes to distribute the Debtor's assets, including
proceeds from the sale of substantially all of its oil and gas
assets, to its creditors and establish a trust to liquidate the
Debtor's remaining assets, wind-down its affairs and pursue various
causes of action. Pursuant to the terms of the Plan and the
Liquidating Trust Agreement, a Liquidating Trustee will distribute
the net proceeds of the sale of substantially all oil and gas
assets, as well the proceeds from all other assets to creditors in
order of the priority of their claims.
Under the Plan, all Allowed Administrative Claims, all Allowed
Priority Tax Claims, and all Priority Claims shall be paid in full
on or promptly after the Effective Date. Holders of Other Secured
Claims will either: (i) be paid up to the extent of the Other
Secured Claim; or (ii) receive their collateral, without
representation of warranty. The Allowed Prepetition Lenders
Secured Claims will be paid from the cash proceeds of the sale of
the Prepetition Lenders' collateral less a certain Liquidating
Trust Contribution (which includes a litigation advance to fund
further investigation and pursuit of various Causes of Action).
General Unsecured Claims will receive their pro rata share of the
Liquidating Trust Assets after payment of Allowed Administrative
Claims, Allowed Priority Tax Claims, Allowed Priority Claims,
Allowed Other Secured Claims and repayment of the Prepetition
Lenders Advance Amount. Recovery for Class 4 General Unsecured
Claims is yet unknown.
Holders of Allowed Interests against the Debtor will be cancelled
and extinguished, and the holders of Interests shall not receive or
retain any property or assets on account of their Interests.
On May 25, 2017, the Court entered the order approving bidding
procedures; scheduling bidding deadlines, auction date, and sale
hearing date; approving form and notice thereof. Pursuant to the
Bidding Procedures, Scotia Waterous initiated a public marketing
campaign for the Debtor's assets. The Debtor eventually received
fourteen initial bids that were determined to be qualifying bids
and then selected nine second round bids, one of which, the East
Chalk Holdings II LLC bid, was selected as a stalking horse bid.
Subsequent to the Debtor's notice of selection of the stalking
horse bidder, no other second round bidder submitted an additional
qualifying bid in excess of the bid of the Stalking Horse Bidder.
Accordingly, the Stalking Horse Bidder was selected as the winning
bidder and no auction was held.
The Court entered the sale order on Sept. 20, 2017, and the sale to
East Chalk Holdings closed on Sept. 27, 2017. As a result of the
sale, the Debtor received $48,775,791.22 of aggregate gross
proceeds.
The Debtor consummated the sale of the Acquired Assets to the
Purchaser pursuant to the Purchase Agreement and Sale Order on
Sept. 27, 2017.
On the Effective Date, all other assets will vest in the
Liquidating Trust for the benefit of the holders of General
Unsecured Creditors.
The Liquidating Trust will be administered by the Liquidating
Trustee pursuant to the Liquidating Trust Agreement. The
administrative costs and expenses of the Liquidating Trust will be
funded by the Liquidating Trust Assets. Additionally, subject to
the terms of the Liquidating Trust Agreement and the prior written
consent of the Prepetition Lenders, the Liquidating Trust may
borrow against, pledge, hypothecate, otherwise encumber, or convey
Liquidating Trust Assets as needed to accomplish the goals of the
Liquidating Trust.
The Liquidating Trust Agreement will provide that the Liquidating
Trust Assets shall be used, first, to pay Allowed Administrative
Claims, Allowed Priority Tax Claims, Allowed Priority Claims and
Allowed Other Secured Claims, second, to pay the costs in the Wind
Down Budget and fund the administration of the Liquidating Trust,
third, to repay the Prepetition Lenders Advance Amount and, fourth,
fund distributions to holders of Allowed General Unsecured Claims.
For the avoidance of doubt, no distributions will be made to
holders of Allowed General Unsecured Claims until the Prepetition
Lenders Advance Amount has been paid in full.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txwb16-10472-448.pdf
About Trinity River Resources
Trinity River Resources, LP, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 16-10472) on April 21, 2016. The
petition was signed by Matthew J. Telfer as manager of Trinity
River Resources, GP, LLC. Judge Tony M. Davis is assigned to the
case. The Debtor estimated assets in the range of $50 million to
$100 million and liabilities of up to $500 million.
The Debtor has hired Bracewell LLP as counsel. The Debtor has
employed John T. Young, Jr., a Senior Managing Director with Conway
MacKenzie, as the its independent manager; and has also retained
Conway MacKenzie as its financial advisor. The Debtor has employed
T2 Land Resources, as ordinary course professionals.
UNDER ARMOUR: S&P Lowers CCR to 'BB' on Weak Operating Performance
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Baltimore, Md.-based Under Armour Inc. to 'BB' from 'BB+'. The
outlook is negative.
S&P said, "At the same time, we lowered our issue-level rating on
the company's $600 million unsecured notes to 'BB' from 'BB+'. The
'3' recovery rating is unchanged, indicating our expectation for
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a payment default.
"The downgrade reflects our expectations that Under Armour's
operating performance will remain weak through the remainder of
2017, resulting in a steep deterioration of credit measures.
Consequently, we are revising downward our forecast for the
company's operating performance and now project weakening sales,
gross margin pressure and restructuring expenses will increase
lease adjusted debt leverage to above 4x at the end of the 2017
fiscal year, significantly higher than our previous expectations
that debt leverage would be just below 3x during that time period.
We forecast over $100 million of restructuring charges in 2017 that
are not added back to EBITDA. The negative outlook reflects the
potential for a lower rating if the company is unable to stabilize
its declining performance in its North America segment and the
company is unable to strengthen its credit metrics.
"We could lower the rating if debt leverage remains over 4x in
2018, or if cushion to the company's financial covenants narrows to
the single-digit percentage area."
A revision of the outlook to stable is possible if the company
stabilizes performance in North America and grows sales while
improving margins. Under this scenario, the company's forecasted
debt leverage declines to below 4x on a sustained basis. S&P
forecasts that about 170 bps margin improvement from its 2017
forecasted levels will allow the company to improve debt leverage
below 4x in 2018.
UNILIFE CORP: Equity Interest Holders to Get Nothing in Latest Plan
-------------------------------------------------------------------
Unilife Corp. and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a first amended
combined disclosure statement and Chapter 11 plan of liquidation
dated Oct. 24, 2017.
Class 5 under the latest filing consists of all Equity Interests.
The previous version of the plan provided that Class 5 consists of
Unilife Interests.
Because Holders of Equity Interests will receive no Distribution
under this Combined Plan and Disclosure Statement, this Class will
be deemed to have voted to reject this Combined Plan and Disclosure
Statement. Class 5 is Impaired.
On the Effective Date, all Equity Interests (including any and all
options or rights to exercise warrants or options or to otherwise
acquire any Equity Interests) will be canceled, deemed terminated,
and of no further force and effect, and the Holders of Equity
Interests will not receive or retain any Distribution or property
on account of such Equity Interests.
A full-text copy of the First Amended Combined Disclosure Statement
and Liquidation Plan is available at:
http://bankrupt.com/misc/deb17-10805-394.pdf
About Unilife Corporation
Unilife Corporation -- http://www.unilife.com-- is a U.S.-based
developer and commercial supplier of injectable drug delivery
systems. Unilife has a portfolio of innovative, differentiated
products with a primary focus on wearable injectors. Products
within each platform are customizable to address specific customer,
drug and patient requirements.
Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10805) on April 12, 2017. John Ryan, chief
executive officer, signed the petition.
The Debtor disclosed total assets of $82.98 million and total
liabilities of $201.0 million as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein presides over the case.
Cozen O'Connor serves as counsel to the Debtor.
An official committee of unsecured creditors has been appointed in
the case. The panel retained Lowenstein Sandler LLP as counsel.
UPPER PADRE: Hires Ray Battaglia as Special Counsel
---------------------------------------------------
Dawn Ragan, the Chapter 11 Trustee of Upper Padre Partners, L.P.,
seeks authority from the U.S. Bankruptcy Court for the Western
District of Texas to employ the Law Offices of Ray Battaglia, PLLC,
as special counsel to the Debtor.
Upper Padre requires Ray Battaglia to:
a. prepare the schedules and statements of affairs and any
necessary supplements or amendments;
b. prepare for the U.S. Trustee's initial debtor interview
and related documents;
c. attend the 341 meeting and meetings with the US Trustee's
office;
d. represent the Trustee in connection with any litigation
involving valuation of property of the estate; and
e. consult with the Trustee and counsel, at their request,
to provide information regarding operations, agreements
and court proceedings prior to her appointment, relating
to the Debtor.
Ray Battaglia will be paid at the hourly rate of $450. The firm
will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Raymond W. Battaglia, partner of the Law Offices of Ray Battaglia,
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.
Ray Battaglia can be reached at:
Raymond W. Battaglia, Esq.
LAW OFFICES OF RAY BATTAGLIA, PLLC
66 Granburg Circle San
Antonio, TX 78218
Tel.: (210) 601-9405
Fax: (210) 855-0126
E-mail: rbattaglialaw@outlook.com
About Upper Padre Partners, L.P.
Creditors of New Braunfels, Texas-based Upper Padre Partners, LP
filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-51045) on
May 1, 2017. Alleged creditors who signed the petition are
Schlitterbahn NP Water Resort Management, LLC and Waterpark
Management, Inc.
The Hon. Craig A. Gargotta presides over the case. The Debtor is
represented by Thomas Rice, Esq. at Pulman Cappuccio Pullen Benson
& Jones as counsel. The Law Offices of Ray Battaglia, PLLC, as
special counsel.
Dawn Ragan has been appointed as chapter 11 trustee.
UTZ QUALITY: S&P Assigns 'B' CCR, Outlook Stable
------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Hanover, Pa.-based Utz Quality Foods LLC and its ultimate parent,
UM-U Intermediate LLC. (For purposes of the ratings, S&P views UM-U
Intermediate LLC and its operating subsidiaries as a group and will
refer to the group as Utz). The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level and
'3' recovery ratings to the company's proposed $535 million
first-lien term loan due 2024. The '3' recovery rating indicates
our expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default. We also assigned our
'CCC+' issue-level and '6' recovery ratings to the company's
proposed $125 million second-lien term loan due 2025. The '6'
recovery rating indicates our expectation for negligible (0%-10%;
rounded estimate: 0%) recovery in the event of a payment default."
The company expects to use proceeds from the debt offering to
refinance its existing revolver and term loan, fund the roughly
$170 million acquisition of Inventure and the $300 million buyout
of its minority equity partner, and pay estimated fees and
expenses.
Pro forma for this offering, we estimate the company will have
roughly $702 million in adjusted debt outstanding.
All ratings are based on preliminary terms and are subject to
review upon receipt of final documentation.
Utz is a producer, marketer, and distributor of snack foods,
primarily potato chips but also pretzels, cheese curls, pork skins,
party mixes, tortilla chips, and popcorn. Utz largely distributes
its products in the Eastern and Southern parts of the U.S. through
its direct-store-delivery (DSD) system.
S&P said, "The stable outlook reflects our expectation that the
company will continue to generate stable earnings and drive margin
expansion through cost cuts as well through strategic initiatives,
such as optimizing trade spending programs, focusing on higher
margin product categories, procurement strategies, as well as
transitioning to an independent operator DSD model. We expect the
company's profitability will grow both organically and through
tuck-in acquisitions, while maintaining debt to EBITDA between 5x
and 6x.
"We could consider lowering the ratings if forecasted debt to
EBITDA rises above 7x on a sustained basis. This could occur if the
company's margin expansion strategies do not materialize, including
its DSD independent operator transition. Higher leverage could also
occur due to continued softness in the potato chip market, lower
prices and/or discounts stemming from increased competition or
retail outlet pressures, loss of market share to bigger players, or
product quality issues. We could also lower the ratings if the
company increases leverage through more aggressive financial
policies, including a debt-financed acquisition or dividends
resulting in leverage exceeding 7x on a sustained basis.
"Although unlikely over the next year, we could consider raising
the ratings if the company expands margins, grows its overall
scale, improves its geographic and product diversification both
organically and through accretive acquisitions, and uses free cash
flow to pay down debt, resulting in debt to EBITDA maintained below
5x."
VASARI LLC: Hires TAGeX Sales as Auctioneer
-------------------------------------------
Vasari, LLC, seeks authority from the U.S. Bankruptcy Court for the
Northern District of Texas to employ TAGeX Sales, Inc., as
auctioneer to the Debtor.
The Debtor owns and operates 70 Dairy Queen restaurants located in
Texas, New Mexico, and Oklahoma.
Vasari, LLC requires TAGeX Sales to market and auction certain
fixtures, furniture, and equipment of the Debtor.
The Debtor would yield 75% of the proceeds to be paid within 10
days of each auction closing. TAGeX Sales will retain a commission
of 25% from auction proceeds.
Buyer's Premium of 15% will be paid to TAGeX Sales by Customers
purchasing (TAGeX keeps 100% for Auction Payment Processing fees).
This includes all the customer service, payment, credit card
processing and fulfillment of sales.
Neal Sherman, president of TAGeX Sales, 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 Debtor and its estates.
TAGeX Sales can be reached at:
Neal Sherman
TAGEX SALES, INC.
121 Sully Trail, Suite 8
Pittsford, NY 14534
Tel: (585) 259-6353
E-mail: nsherman@tagexbrands.com
About Vasari, LLC
Fort Worth, Texas-based Vasari, LLC -- http://www.vasarillc.com/--
is a franchisee of the Dairy Queen restaurant with 70 locations in
Texas, Oklahoma, and New Mexico. The Dairy Queen restaurants serve
a normal fast-food menu featuring burgers, French fries, salads and
grilled and crispy chicken in addition to frozen treats and hot
dogs.
Vasari, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 17-44346) on Oct. 30, 2017, with plans to close 29 locations.
The Hon. Mark X. Mullin is the case judge.
Husch Blackwell LLP is the Debtor's counsel. The Advantage Group
Enterprise, Inc., is the auctioneer. Donlin, Recano & Company,
Inc., is the claims agent.
The Debtor estimated assets and debt of $10 million to $50 million.
VASARI LLC: Hires TAGeX to Market, Auction & Sale DQ FF&E
---------------------------------------------------------
Vasari, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize it to retain TAGeX Sales, Inc.,
effective as of the Petition Date, to market, advertise, auction,
and sell certain furniture, fixtures, and equipment of the Debtor.
The Debtor owns/operates approximately 70 Dairy Queen ("DQ")
restaurants located in Texas, New Mexico, and Oklahoma, employing
approximately 900 non-insiders, not including 20 corporate
employees. While certain of its stores are profitable, the Debtor
as a whole is facing net operating losses that cannot continue
unabated. Therefore, it has identified its underperforming
restaurants and will use the breathing spell provided by the filing
of the bankruptcy case to continue to analyze those locations,
their profitability, and potential remedies, including the
immediate closure of certain historically unprofitable stores, as
well as evaluating the option of marketing and selling certain
other locations.
The Debtor's goal is to file a plan of reorganization that will
provide for the most recovery for its creditors and avoid further
deterioration of its business, preserve jobs, and achieve maximum
values for all interested parties. In support of the Motion, the
Debtor submits and incorporates by reference the Affidavit of
William M. Spae, Jr. in Support of the Debtor's Chapter 11 Petition
and Request for First-Day Relief, filed concurrently with the
Motion. The terms of the proposed retention are set forth in the
letter agreement from Neal Sherman to William Spae, dated Sept. 14,
2017.
The Debtor closed approximately nine DQ locations prior to the
Petition Date and anticipates that it will close approximately 20
additional locations during the Bankruptcy Case. The First Day
Affidavit provides a list and description of the DQ locations.
Simultaneously, the Debtor is also asking authority to sell the
furniture, fixtures, and equipment ("FF&E") at the DQ locations
that they have closed and will close during the Bankruptcy Case
that are not easily transported to or needed at another of the
Debtor's DQ restaurants. The FF&E is typical of that used by major
restaurant chains and primarily includes kitchen equipment and
furniture including, but not limited to, ovens, fryers, tables, and
chairs.
To do so, the Debtor asks the assistance of TAGEX to facilitate the
marketing, advertising, and auctioning of the FF&E. TAGEX has over
30 years' experience in facility and asset management services and
supporting facility and equipment programs for major restaurant
chains across the United States and internationally. TAGEX has
agreed to represent the Debtor at the prepetition rates provided in
the Engagement Agreement. The rates to be charged are the normal
rates charged by TAGEX for its services.
A copy of the TAGEX Affidavit attached to the Motion is available
for free at:
http://bankrupt.com/misc/Vasari_LLC_21_Sales.pdf
The Debtor submits that it is appropriate to sell the FF&E free and
clear of all interests.
By appointing TAGEX as the authorized agent to market and auction
the FF&E, the process by which the DQ locations are closed will be
expedited, and TAGEX's involvement in the Bankruptcy Case will
permit the Debtor to focus its efforts on the reorganization and
improvement of its business through its remaining locations.
The Motion pertains only to work to be performed and as permitted
by 11 U.S.C. Section 327(a), and any work performed by TAGEX
outside of the scope is not covered by the Application or by an
Order granting approval. TAGEX has not commenced providing
marketing, advertising, and auctioning services to the Debtor. It
does not require a retainer for the provision of its services.
The Debtor's prepetition secured lender, Cadence Bank, N.A., has a
valid and perfected lien on substantially all of the Debtor's
assets, including the FF&E, at all of its DQ restaurants.
The Debtor no longer has a need for the FF&E and will not have any
use for the FF&E once the DQ locations are closed. TAGEX's
knowledge of the industry should be made available to the Debtor
and will ultimately result in a larger recovery on the FF&E if
marketed and auctioned by TAGEX because of its ability to expose
the items to a larger marketplace. Ultimately, the Debtor believes
that TAGEX's representation of the Debtor will maximize the value
of its estate for its creditors. Accordingly, the Debtor asks the
Court to approve the relief sought.
The Debtor further asks that the provision of Federal Rule of
Bankruptcy Procedure 6004(h) staying the effectiveness of the
Retention Order for 14 days be waived, and that any Order entered
granting the Application be effective immediately.
About Vasari, LLC
Fort Worth, Texas-based Vasari, LLC -- http://www.vasarillc.com/--
is a franchisee of the Dairy Queen restaurant with 70 locations in
Texas, Oklahoma, and New Mexico. The Dairy Queen restaurants serve
a normal fast-food menu featuring burgers, French fries, salads and
grilled and crispy chicken in addition to frozen treats and hot
dogs.
Vasari, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 17-44346) on Oct. 30, 2017, with plans to close 29 locations.
The Debtor estimated assets and debt of $10 million to $50
million.
The Hon. Mark X. Mullin is the case judge.
Husch Blackwell LLP is the Debtor's counsel. The Advantage Group
Enterprise, Inc., is the auctioneer. Donlin, Recano & Company,
Inc., is the claims agent.
VASARI LLC: Nov. 9 Meeting Set to Form Creditors' Panel
-------------------------------------------------------
William T. Neary, Acting United States Trustee for Region 9, will
hold an organizational meeting on Nov. 9, 2017, at 9:00 a.m. in the
bankruptcy case of Vasari, LLC.
The meeting will be held at:
United States Trustee Meeting Room
Fritz G. Lanham Federal Building
819 Taylor Street, Room 7A24
Fort Worth, Texas 76102
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 Vasari, LLC
Fort Worth, Texas-based Vasari, LLC — http://www.vasarillc.com/
— is a franchisee of the Dairy Queen restaurant with 70 locations
in Texas, Oklahoma, and New Mexico. The Dairy Queen restaurants
serve a normal fast-food menu featuring burgers, French fries,
salads and grilled and crispy chicken in addition to frozen treats
and hot dogs.
Vasari, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 17-44346) on Oct. 30, 2017, with plans to close 29 locations.
The Debtor estimated assets and debt of $10 million to $50
million.
The Hon. Mark X. Mullin is the case judge.
Husch Blackwell LLP is the Debtor’s counsel. The Advantage Group
Enterprise, Inc., is the auctioneer. Donlin, Recano & Company,
Inc., is the claims agent.
VERDUGO ENTERPRISES: Court Grants Creditors' Bid for Ch. 11 Trustee
-------------------------------------------------------------------
Judge Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona, upon the request of the Petitioning Creditors
of Verdugo Enterprises, LLC, directed the U.S. Trustee to select a
Chapter 11 Trustee forthwith for appointment in the Debtor's
bankruptcy case.
An involuntary Chapter 11 petition was filed against Verdugo
Enterprises, LLC (Bankr. D. Ariz. Case No. 17-04370) on April 22,
2017. The bankruptcy case is assigned to Judge Brenda K. Martin.
Counsel for the Petitioning Creditors is Jonathan P. Ibsen, Esq.
WALKER RENAISSANCE: Authorized to Use Synovus Cash on Final Basis
-----------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida has entered a final order authorizing
Walker Renaissance Manufacturing Inc. to use cash collateral, which
will be limited to the reasonable and necessary operating expenses
of its business as set forth in the budget.
As condition to the Debtor's use of cash collateral:
(a) The Debtor will maintain property and liability insurance
and provide proof of such to Synovus Bank.
(b) The Debtor will remain current on all post-petition tax
obligations.
(c) The Debtor will permit Synovus Bank reasonable access to
8802 E. Broadway Ave., Tampa, Florida, 33619, to, inter alia,
conduct a site visit and/or appraise the real estate and equipment.
However, Synovus Bank will not interfere with the Debtor's
business operation.
(d) The Debtor will grant Synovus Bank replacement liens to
the extent of the aggregate diminution in the value of Synovus
Bank's cash collateral, on all of the post-petition property
acquired by the Debtor of the same type, nature, validity, priority
and extent of its prepetition security interests.
(e) The Debtor will provide Synovus with the same reporting
as FNB.
(f) The Debtor is not permitted to modify the budget without
Synovus Bank's prior approval.
A full-text copy of the Final Order, dated Oct. 31, 2017, is
available at https://is.gd/6iZvSK
About Walker Renaissance Manufacturing
Walker Renaissance Manufacturing Inc. is a packaging company in
Hillsborough County, Florida, that owns a real property located at
8802 E. Broadway Ave., Tampa, Florida, valued at $839,348.
Walker Renaissance filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 17-05390) on June 21, 2017. Robert M. Walker,
president and CEO, signed the petition. The Debtor disclosed $1.58
million in assets and $1.52 million in liabilities at the time of
the filing.
The Debtor is represented by David W. Steen, Esq., at David W
Steen, P.A.
WCT CARE: Seeks Authorization to Use MidCap Cash Collateral
-----------------------------------------------------------
WCT Care, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Illinois for authority to use certain cash and cash
equivalents in which MidCap Funding IV, LLC and the U.S. Department
of Housing and Urban Development assert an interest.
The Debtor asserts that it is essential the Debtor be authorized to
use cash collateral to pay its typical and customary operating
expenses in order for the Debtor to continue to operate its
business and manage its financial affairs in the ordinary course
and effectuate an effective reorganization.
The proposed Budget provides the Debtor's monthly cash flow
projections for the week ending Nov. 4, 2017 through the week
ending Dec. 30, 2017, and itemizes the Debtor's cash needs --
approximately $$756,890 -- during the relevant period.
The Related Debtors are CC Care, LLC; BT Bourbonnais Care, LLC; CT
Care, LLC; JLM Financial Healthcare, LP; FT Care, LLC; JT Care,
LLC; KT Care, LLC; TN Care, LLC; SV Care, LLC; and WCT Care, LLC.
Except for JLM Financial Healthcare, the related Debtors operate
long-term care facilities. JLM Financial Healthcare is the sole
member and owner of each of the Operating Debtors.
On July 2012, the Operating Debtors entered into a financing
transaction with MidCap Funding IV, LLC that was amended numerous
times through the present. The MidCap Loans are in the nature of
revolving credit lines funded from and secured by the accounts
receivable of the Operating Debtors. As of the Petition Date, the
approximate balance due to MidCap is $8,700,000.
The U.S. Department of Housing and Urban Development is asserting
liens against the Debtor's assets, including cash collateral, which
secures an aggregate indebtedness of approximately $96,000,000 owed
to HUD by certain related non-Debtors for mortgages extended to
such non-Debtors. These mortgages are on the properties from which
the Related Debtors operate their business.
The Debtor proposes use cash collateral and to provide adequate
protection to MidCap and HUD upon the following terms and
conditions:
(a) The Debtor will permit MidCap and HUD to inspect the
Debtor's books and records;
(b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and other damage;
(c) Upon reasonable request, the Debtor will make available to
MidCap and HUD evidence of that which purportedly constitutes their
collateral or proceeds;
(d) The Debtor will properly maintain its assets in good
repair and properly manage its business; and
(e) MidCap and HUD will be granted valid, perfected,
enforceable security interests in and to the Debtor's post-petition
assets, including all proceeds and products which are now or
hereafter become property of the estate to the extend and priority
of their alleged pre-petition liens, if valid, but only to the
extent of any diminution in the value of such assets during the
commencement of the Debtor's Chapter 11 case through the next
hearing on the use of cash collateral.
A full-text copy of the Debtor's Motion, dated October 31, 2017, is
available at https://is.gd/Ru9R1Q
A copy of the Debtor's Budget is available at https://is.gd/1O2tz8
About CC Care and Affiliates
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Illinois
FT Care Frankfort Terrace Nursing Center, Frankfort, Illinois
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Illinois
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, manager and designated
representative, signed the petitions.
Case No. 17-32406 is assigned to Judge Janet S. Baer and Case No.
17-32411 is assigned to Judge Deborah L. Thorne.
At the time of filing, the CC Care estimated $1 million to $10
million in assets and liabilities.
The Debtors are represented by Crane, Heyman, Simon, Welch & Clar
and Burke Warren Mackay & Serritella P.C.
WESTINGHOUSE ELECTRIC: Committee Taps NES as Consultant
-------------------------------------------------------
The statutory unsecured claimholders' committee of Westinghouse
Electric Company LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire a governmental
consultant.
The committee proposes to employ National Environmental Services
to, among other things, provide strategic advice and governmental
consulting services. NES will be paid a monthly cash fee of
$15,000.
Marc Himmelstein, president of NES, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Himmelstein disclosed that his firm has not agreed to any
variations from, or alternatives to, its standard or customary
billing arrangements.
Mr. Himmelstein also disclosed that no NES professional has varied
his rate based on the geographic location of the Debtor's
bankruptcy case, and that the firm has not represented the
committee or any of its members in the 12 months prior to the
petition date.
NES has agreed with the committee to charge a fixed monthly fee of
$15,000. Furthermore, the firm understands that the committee,
along with the U.S. trustee, will maintain active oversight of its
billing practices, according to court filings.
The firm can be reached through:
Marc Himmelstein, Esq.
National Environmental Services
3050 Post Oak Blvd., Suite 550
Houston, TXs 77056
Tel: 281-888-5266
Fax: 713-583-6004
Email: info@nationalenv.com
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.
WESTMORELAND COAL: Reports $19.3M Net Loss for Third Quarter
------------------------------------------------------------
Westmoreland Coal Company filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $19.30 million on $358.01 million of revenues for the three
months ended Sept. 30, 2017, compared to a net loss of $18.60
million on $371.77 million of revenues for the three months ended
Sept. 30, 2016.
For the nine months ended Sept. 30, 2017, the Company reported a
net loss of $107.12 million on $1.02 billion of revenues compared
to a net loss of $21.09 million on $1.08 billion of revenues for
the nine months ended Sept. 30, 2016.
As of Sept. 30, 2017, Westmoreland Coal had $1.43 billion in total
assets, $2.20 billion in total liabilities and a total deficit of
$774.14 million.
Kevin Paprzycki, Westmoreland's president and chief executive
officer, said, "We executed well this quarter both operationally
and on our strategic initiatives. We delivered solid results and
remain on track to achieve our full-year guidance. We accomplished
two major goals in successfully closing on the sale of our non-core
ROVA asset for $5 million and securing the return of $12 million in
related cash collateral. The combined $17 million of cash inflows
from ROVA were collected in October and available for our use in
addition to our free cash flow generation. We also took specific
actions aimed at strengthening our organization to further drive
shareholder value."
The third quarter 2017 Adjusted EBITDA of $62.6 million reflected
solid operations across Westmoreland's mine portfolio. Comparing
the third quarter to last year's third quarter Adjusted EBITDA,
several items contributed to the 14.9% decline. First, the loan
and lease financing income from the Capital Power contract, which
resides in the Coal - Canada segment, was all intentionally
collected in the first quarter of 2017 and has affected the
year-over-year comparison for each quarter of this year. Second,
the Jewett coal supply contract concluded in 2016, which resulted
in less EBITDA in the Coal - U.S. segment in the third quarter of
2017. Services at Jewett switched to strong-margin reclamation
work, demonstrating a unique ability of the Westmoreland model to
generate cash flow beyond mine closure. Also in the Coal - U.S.
segment, a merchant customer contract was extended at lower
short-term EBITDA in order to add additional years to the contract
and to lay the foundation for a potential contract extension at
other units in the complex. The Coal - WMLP segment did make up
some of the delayed sales from earlier in the year, but also
continued to face ongoing market pressure in Ohio.
Consolidated Adjusted EBITDA for the first nine months of 2017 was
$183.4 million, inclusive of the benefit of the early repayment
from Capital Power. Excluding the $43 million incremental increase
in Adjusted EBITDA from the early repayment, Adjusted EBITDA was
down primarily as a result of operational challenges in the first
half of the year, including costs associated with unexpected
dragline maintenance in Canada as well as lower revenue and
increased costs from the record precipitation at the Westmoreland
Resource Partner LP's Kemmerer mine. Year-to-date Adjusted EBITDA
also reflected the 2016 coal supply contract expirations at Jewett
and Beulah in the Coal - U.S. segment, lower pricing in exchange
for an extended term with certain customers, and ongoing softness
in the Ohio markets. These declines were partially offset by
higher revenue in the Coal - U.S. segment from the additional month
of ownership at San Juan and the higher margin reclamation revenue
at Jewett.
Westmoreland's free cash flow through September 30, 2017 was $46.3
million. Free cash flow is the net of cash flow provided by
operations of $21.2 million, less capital expenditures of $25.4
million, plus net cash collected for the loan and lease receivables
of $50.5 million. Included in cash flow provided by operations was
cash used for interest expense of $81.5 million, for asset
retirement obligations of $33.0 million, and for working capital of
$5.1 million.
At Sept. 30, 2017, cash and cash equivalents totaled $44.1 million.
The decrease from year end 2016 was comprised of free cash flow
generation of $46.3 million; net debt reductions, including capital
lease payments, of $53.5 million; a $3.6 million reserve
acquisition and other non-operating cash generation of $5.1
million. Of the total $44.1 million in cash and cash equivalents
at quarter end, $22.3 million resides at WMLP, $16.5 million
resides at San Juan and the remaining $5.3 million resides at the
parent.
Gross debt plus capital lease obligations at quarter end totaled
$1.1 billion, of which $326.5 million resides at WMLP and $774.6
million resides at Westmoreland Coal Company. As of Sept. 30,
2017, there was $10.5 million drawn on Westmoreland's revolving
credit facility, leaving $16.7 million available to draw, net of
letters of credit. An additional $14.8 million was available to
WMLP through its revolving credit facility, which is not available
to Westmoreland Coal Company for borrowings. No amounts had been
drawn on the WMLP revolving credit facility at Sept. 30, 2017.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/IZ269W
About Westmoreland Coal Company
Westmoreland Coal Company -- http://www.westmoreland.com/-- is an
independent coal company in the United States. Westmoreland's coal
operations include surface coal mines in the United States and
Canada, underground coal mines in Ohio and New Mexico, a char
production facility, and a 50% interest in an activated carbon
plant. Westmoreland also owns the general partner of and a
majority interest in Westmoreland Resource Partners, LP, a
publicly-traded coal master limited partnership (NYSE:WMLP).
Westmoreland Coal reported a net loss of $28.87 million on $1.47
billion of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $219.09 million on $1.41 billion of revenues for the
year ended Dec. 31, 2015.
* * *
As reported by the TCR on March 2, 2016, Moody's Investors Service
downgraded the ratings of Westmoreland, including its corporate
family rating to 'Caa1' from 'B3', probability of default rating
(PDR) to 'Caa1-PD' from 'B3-PD', and the ratings on the senior
secured credit facility and senior secured notes to 'Caa3' from
'Caa1'. The Speculative Grade Liquidity rating of SGL-3 remains
unchanged. The outlook is stable.
In April 2017, S&P Global Ratings lowered its corporate credit
rating on Westmoreland to 'CCC+' from 'B'. S&P views
Westmoreland's capital structure to be unsustainable in the long
term without a significant boost in coal prices and volumes over
the next year.
WI-JON INC: Hires John Rea Realty as Real Estate Broker
-------------------------------------------------------
Wi-Jon, Inc., and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Western District of Louisiana to
employ John Rea Realty, as real estate broker to the Debtors.
The Debtors owned the real estate upon which the Wisner grocery
store was located, including a stand-alone building and lease of a
Dollar General Store. The Debtors requires John Rea Realty to sell
or lease the Wisner store and the commercial equipment such as the
Wisner FF&E.
For any lease renewals, options or extensions the brokerage fee
paid to John Rea Realty will be 2% of the gross lease value of the
extension, renewal or option.
Upon obtaining a sales agreement for the Wisner store or upon the
determination of the terms and conditions of the sale or auction of
all or a portion of the Wisner FF&E, a motion or motions will be
filed to sell said property, approve the real estate or broker
Commission.
John R. Rea, member of John Rea Realty, 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.
John Rea Realty can be reached at:
John R. Rea
JOHN REA REALTY
1901 Royal Avenue
Monroe, Louisiana 71201
Telephone: 318-388-0941
E-mail: johnrea@bayou.com
About Wi-Jon, Inc.
Headquartered in Jonesville, Louisiana, Wi-Jon, Inc., operates
three grocery stores in Catahoula and Franklin Parishes, Louisiana.
Headquartered in Colfax, Louisiana, Ford Fine Foods operates one
grocery store in Grant Parish. Headquartered in Jonesville,
Louisiana, Ford Holdings owns and leases a shopping center to third
parties and an office building used by all debtors, all in
Catahoula Parish, Louisiana.
Wi-Jon, Ford's Fine Foods and Ford Holdings are co-makers on a note
to Centric Federal Credit Union with a current balance of
approximately $4,400,000. Centric holds a first lien and security
interests in the assets of Wi-Jon and Ford's Fine Foods, including
their real estate, furniture, fixtures, equipment, inventory and
accounts receivable.
Wi-Jon, Ford's Fine Foods and Ford Holdings sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-80522) on
May 24, 2017. Quinon R. Ford, their president, signed the
petitions. The Debtors estimated their assets and liabilities
between $1 million and $10 million each.
Judge John W. Kolwe presides over the cases.
Rex D. Rainach, Esq., at Rex D. Rainach, A Professional Law
Corporation, serves as the Debtors' bankruptcy counsel.
No creditor's committee has been appointed.
WORCESTER RE: May Use Cash Collateral Until Jan. 31, 2018
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
granted Worcester RE Investments LLC permission to use cash
collateral through Jan. 31, 2018. A copy of the Order is available
at:
http://bankrupt.com/misc/mab17-40511-90.pdf
About Worcester RE Investments
Based in Worcester, Massachusetts, Worcester Re Investments, LLC,
owns 4 multi-family residential rental properties located at 23
Sigourney Street, Worcester, Massachusetts; 6 Hobson Street,
Worcester, Massachusetts; 6 Dorchester Street, Worcester,
Massachusetts; and 35 East Main Street, Milford, Massachusetts.
Worcester RE Investments sought Chapter 11 protection (Bankr. D.
Mass. Case No. 17-40511) on March 23, 2017, estimating assets of
$500,000 to $1 million and debt of $1 million to $10 million. The
petition was signed by Felicio Lana, manager.
Judge Christopher J. Panos is assigned to the case.
The Debtor tapped Gary M. Hogan, Esq., as Baker, Braverman &
Barbadoro, P.C., as counsel.
No trustee or examiner has been appointed in this proceeding, and
no creditors committee has yet been formed.
Y&K SUN: DOJ Watchdog Asks Court to Approve J.A. Weinman as Trustee
-------------------------------------------------------------------
Pursuant to the Order entered on October 18, 2017, the U.S. Trustee
now requests the U.S. Bankruptcy Court for the District of Colorado
for approval of his appointment of Jeffrey A. Weinman as Chapter 11
Trustee in the bankruptcy case of Y&K Sun, Inc.
The chapter 11 trustee bond is initially set at $47,000.
Jeffrey A. Weinman can be reached at:
730 17th Street, #240
Denver, CO 80202
Trial Attorney for the U.S. Trustee:
Alison E. Goldenberg, Esq.
Byron G. Rogers Federal Building
1961 Stout St., Suite 12-200
Denver, Colorado 80294-1961
Telephone: (303) 312-7238
Facsimile: (303) 312-7259
Email: Alison.Goldenberg@usdoj.gov
About Y&K Sun
Y&K Sun, Inc. filed a Chapter 11 petition (Bankr. D. Colo. Case No.
16-14761), on May 12, 2016. The petition was signed by Hyungkeun
Sun, president. The case is assigned to Judge Howard R. Tallman.
The Debtor is represented by Andrew D. Johnson, Esq., at Oonsager
Guyerson Fletcher Johnson. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
[*] JND Named No. 1 2017 Best of Legal Times Claims Administrator
-----------------------------------------------------------------
JND Legal Administration, a legal management and administration
company serving law firms, companies and government entities, on
Nov. 2, 2017, disclosed that it has been recognized as the best
claims administrator in the 2017 Best of Legal Times Reader Survey.
JND was ranked #1 among nine other service provider nominees in
its category.
"We are thrilled that the Legal Times readership and legal
community-at-large has selected JND Legal Administration as the #1
claims administrator," comments Neil Zola, executive co-chairman
and co-founder of JND Legal Administration. "This recognition is
rewarding to all of us at JND who strive to provide our clients
with the most comprehensive, expert-driven services and resources
in the legal administration industry."
The Best of Legal Times is an annual survey of more than 1,500
readers in the Washington D.C. area who vote on range of companies
nominated as the best providers of legal products and services.
The 2017 survey launched in July and featured companies in dozens
of categories. The full results of the ranking will be published
in a special print supplement to The National Law Journal and The
Legal Times.
Established in 2016, JND Legal Administration has quickly become
the fastest-growing company in its industry. Led by industry
veterans Jennifer Keough, Neil Zola and David Isaac, the firm has
expanded its core service lines and staff while opening seven new
offices across the country, including the company's Seattle
headquarters and a 150-seat call center. Its principals and
professionals bring expertise from their engagements in the
country's largest and most complex legal proceedings.
About JND Legal Administration
JND Legal Administration -- http://www.jndla.com/-- is a legal
management and administration company led by industry veterans who
are passionate about providing superior service to clients. Armed
with decades of expertise and a powerful set of tools, JND has deep
experience expertly navigating the intricacies of multiple,
intersecting service lines including class action settlements,
corporate restructuring, eDiscovery, mass tort claims and
government services. JND is trusted by law firms, government
agencies and Fortune 500 companies across the nation. The company
is backed by Stone Point Capital and has offices in California,
Colorado, Minnesota, New York, Washington and Washington, D.C.
[*] Moody's: US Speculative-grade Default Rate Dips Further in Q3
-----------------------------------------------------------------
Defaults among US speculative-grade, non-financial companies
continued to recede in the third quarter, declining to a three-year
low amid solid liquidity and economic growth, Moody's Investors
Service says in its latest US corporate default monitor. At the end
of the third quarter, the US speculative-grade default rate ticked
down to 3.3% from 3.8% at the end of the second quarter.
"The default rate is moving past the damage from the commodity
downturn and continues to trend lower," according to John Puchalla,
a Moody's Senior Vice President. "A combination of strong liquidity
and economic growth will help to stave off defaults, supporting a
continued slide of the default rate to 2.3%, projected a year from
now."
Moody's says even as the commodity downturn produced a significant
spike in defaults, the damage was contained and defaults outside of
commodities remained low. More recently, credit strains in retail
have lifted non-commodity defaults, but not enough to undercut the
recovery in the commodity sectors.
In the third quarter, there were nine US corporate family defaults,
four of which occurred in the retail sector. Distressed exchanges
accounted for five of the quarterly defaults, with retailers Toys
'R' Us and True Religion Apparel, Inc. the only bankruptcy
defaults.
The amount of defaulted debt also continues to cycle lower this
year, with the period experiencing the lowest tally of defaulted
debt, $5.9 billion, since the fourth quarter of 2014. The
bankruptcy of Toys 'R' Us was by far the largest default of the
quarter, affecting $3.3 billion of rated debt.
"Our Liquidity Stress Indicator is likely to set a record low in
October, meaning good liquidity continues to take the air out of
defaults," Puchalla says.
Nevertheless, despite the favorable default outlook over the next
year, Moody's says "tinder," or spec-grade market vulnerability, is
in place for a rough default cycle, which could be sparked by a
downshift in the economy and credit market access.
Moody's analysts note an influx of highly leveraged smaller
companies obtaining public ratings, which are often with loan-only
structures and owned by private equity, have pushed the percentage
of US spec-grade issuers rated B3 or lower above the peak reached
during the Great Recession. As a result, should an economic
downturn occur, it would likely flare up into a large number of
defaults, including the potential for meaningful distressed
exchange activity.
[*] Summit Buys Failed Louisiana Bank's $489M C&I Debt from FDIC
----------------------------------------------------------------
Summit Investment Management LLC announced the acquisition of $489
Million of C&I debt from the FDIC acting as receiver of a failed
bank based in Louisiana. Summit purchased (2) portfolios
consisting of multiple relationships and several hundred loans.
About Summit Investment Management
Summit is a private investment firm headquartered in Denver,
Colorado, that acquires and resolves distressed commercial and
operating business loans. Summit also provides flexible capital
for bankruptcy situations and businesses in need of turnarounds.
[^] BOND PRICING: For the Week from Oct. 30 to Nov. 3, 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 1.4 9/1/2019
Amyris Inc AMRS 9.5 63.923 4/15/2019
Amyris Inc AMRS 6.5 61.775 5/15/2019
Anheuser-Busch Cos LLC ABIBB 4.5 100.877 4/1/2018
Appvion Inc APPPAP 9 37 6/1/2020
Appvion Inc APPPAP 9 36.375 6/1/2020
Armstrong Energy Inc ARMS 11.75 14.25 12/15/2019
Armstrong Energy Inc ARMS 11.75 12.75 12/15/2019
Avaya Inc AVYA 10.5 6.5 3/1/2021
Avaya Inc AVYA 10.5 4.963 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 38.203 6/15/2021
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.875 3.313 4/15/2022
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 3.875 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 3.761 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 3.761 10/15/2020
Buffalo Thunder
Development Authority BUFLO 11 40 12/9/2022
Cenveo Corp CVO 8.5 22.75 9/15/2022
Cenveo Corp CVO 8.5 45.5 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
Cinedigm Corp CIDM 5.5 35 4/15/2035
Claire's Stores Inc CLE 9 62 3/15/2019
Claire's Stores Inc CLE 8.875 22.825 3/15/2019
Claire's Stores Inc CLE 7.75 11 6/1/2020
Claire's Stores Inc CLE 9 57.25 3/15/2019
Claire's Stores Inc CLE 9 62.375 3/15/2019
Claire's Stores Inc CLE 7.75 11 6/1/2020
Cobalt International
Energy Inc CIE 3.125 13.15 5/15/2024
Cobalt International
Energy Inc CIE 2.625 10.5 12/1/2019
Compiler Finance Sub Inc COMPCO 7 101.75 5/1/2021
Compiler Finance Sub Inc COMPCO 7 99 5/1/2021
Cumulus Media Holdings Inc CMLS 7.75 22 5/1/2019
Denbury Resources Inc DNR 7.25 63.375 12/1/2017
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8 51.5 4/15/2019
EXCO Resources Inc XCO 7.5 27.45 9/15/2018
EXCO Resources Inc XCO 8.5 27.2 4/15/2022
Egalet Corp EGLT 5.5 49.5 4/1/2020
Emergent Capital Inc EMGC 8.5 51.897 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 10.125 10/15/2019
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 11.25 36.125 12/1/2018
Energy Future Intermediate
Holding Co LLC / EFIH
Finance Inc TXU 9.75 10 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 5/1/2020
Fleetwood Enterprises Inc FLTW 14 3.557 12/15/2011
Ford Motor Credit Co LLC F 1.8 99.8 5/20/2018
GenOn Energy Inc GENONE 9.5 70.25 10/15/2018
GenOn Energy Inc GENONE 9.5 69.875 10/15/2018
GenOn Energy Inc GENONE 9.5 73 10/15/2018
Gibson Brands Inc GIBSON 8.875 83.5 8/1/2018
Gibson Brands Inc GIBSON 8.875 80.5 8/1/2018
Gibson Brands Inc GIBSON 8.875 82.625 8/1/2018
Global Brokerage Inc GLBR 2.25 40.998 6/15/2018
Gulfmark Offshore Inc GLFM 6.375 29 3/15/2022
Homer City Generation LP HOMCTY 8.137 38.75 10/1/2019
Iconix Brand Group Inc ICON 1.5 80.2 3/15/2018
Illinois Power
Generating Co DYN 7 33.625 4/15/2018
Illinois Power
Generating Co DYN 6.3 33.625 4/1/2020
Interactive Network Inc /
FriendFinder Networks Inc FFNT 14 70.217 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 8 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 2.07 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.6 3.326 11/5/2011
Lehman Brothers
Holdings Inc LEH 1.5 3.326 3/29/2013
Lehman Brothers Inc LEH 7.5 1.226 8/1/2026
Linc USA GP / Linc Energy
Finance USA Inc LNCAU 9.625 1 10/31/2017
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 1.255 10/1/2020
Morgan Stanley MS 4.31417 99.875 11/17/2017
Nine West Holdings Inc JNY 6.125 13 11/15/2034
Nine West Holdings Inc JNY 8.25 9.554 3/15/2019
Nine West Holdings Inc JNY 6.875 12.996 3/15/2019
Nine West Holdings Inc JNY 8.25 22.56 3/15/2019
Nortel Networks
Capital Corp NT 7.875 3.562 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
Rex Energy Corp REXX 8.875 49 12/1/2020
Rolta LLC RLTAIN 10.75 26.5 5/16/2018
SAExploration Holdings Inc SAEX 10 43.14 7/15/2019
SandRidge Energy Inc SD 7.5 2.081 2/15/2023
Staples Inc SPLS 6.375 116.425 1/12/2023
SunEdison Inc SUNE 0.25 2.125 1/15/2020
SunEdison Inc SUNE 2.375 2.125 4/15/2022
SunEdison Inc SUNE 2.625 2.125 6/1/2023
SunEdison Inc SUNE 2.75 2 1/1/2021
SunEdison Inc SUNE 5 10 7/2/2018
SunEdison Inc SUNE 3.375 2.125 6/1/2025
TMST Inc THMR 8 19 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 4.875 10/1/2019
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.5 0.25 10/1/2020
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.5 0.62 10/1/2020
Toys R Us - Delaware Inc TOY 8.75 33 9/1/2021
Toys R Us Inc TOY 7.375 33 10/15/2018
UCI International LLC UCII 8.625 4.308 2/15/2019
Vanguard Operating LLC VNR 8.375 17.375 6/1/2019
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 8.5 0.834 4/15/2021
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 8 11/1/2019
iHeartCommunications Inc IHRT 10 60.044 1/15/2018
iHeartCommunications Inc IHRT 6.875 48.25 6/15/2018
rue21 inc RUE 9 0.305 10/15/2021
rue21 inc RUE 9 0.305 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2017. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***